Current Report Filing (8-k)
22 September 2022 - 6:31AM
Edgar (US Regulatory)
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2022-09-15
2022-09-15
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 15, 2022
LIVEONE, INC.
(Exact name of registrant as specified in its charter)
Delaware |
|
001-38249 |
|
98-0657263 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2505
(Registrant’s telephone number, including
area code)
n/a
(Former name or former address, if changed since
last report.)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, $0.001 par value per share |
|
LVO |
|
The NASDAQ Capital Market |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of
Security Holders.
On September 15, 2022, LiveOne,
Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Below is a summary of
the proposals and corresponding vote.
1. All nine nominees were
elected to the Company’s Board of Directors with each director receiving votes as follows:
Election of Directors | |
For | | |
Withheld | | |
Broker Non-Vote | |
Robert S. Ellin | |
| 43,967,368 | | |
| 141,562 | | |
| 14,855,032 | |
Jay Krigsman | |
| 43,963,935 | | |
| 144,995 | | |
| 14,855,032 | |
Craig Foster | |
| 40,476,617 | | |
| 3,632,313 | | |
| 14,855,032 | |
Ramin Arani | |
| 40,477,259 | | |
| 3,631,671 | | |
| 14,855,032 | |
Patrick Wachsberger | |
| 43,999,785 | | |
| 109,145 | | |
| 14,855,032 | |
Kenneth Solomon | |
| 33,865,567 | | |
| 10,243,363 | | |
| 14,855,032 | |
Bridget Baker | |
| 43,999,954 | | |
| 108,976 | | |
| 14,855,032 | |
Maria Garrido | |
| 43,998,274 | | |
| 110,656 | | |
| 14,855,032 | |
Kristopher Wright | |
| 44,000,141 | | |
| 108,789 | | |
| 14,855,032 | |
2. The approval, at the Company’s
Board of Directors’ discretion, of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split
at a ratio to be determined in the discretion of the Company’s Board of Directors within a range of no less than one-for-two through
one-for-ten. The votes on this proposal were as follows:
For |
|
|
Against |
|
|
Abstained |
|
|
Broker Non-Vote |
|
|
56,967,891 |
|
|
|
1,583,867 |
|
|
|
412,204 |
|
|
|
‒ |
|
3. The ratification of the
appointment of Macias Gini & O’Connell, LLP as the Company’s independent registered public accounting firm for the fiscal
year ending March 31, 2023. The votes on this proposal were as follows:
For |
|
|
Against |
|
|
Abstained |
|
|
Broker Non-Vote |
|
|
58,660,527 |
|
|
|
76,322 |
|
|
|
227,115 |
|
|
|
‒ |
|
4. The approval, to adjourn
the Annual Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if there are not sufficient
votes at the time of the Annual Meeting to approve any of the proposals presented for a vote at the Annual Meeting. The votes on this
proposal were as follows:
For |
|
|
Against |
|
|
Abstained |
|
|
Broker Non-Vote |
|
|
54,787,609 |
|
|
|
3,866,581 |
|
|
|
309,769 |
|
|
|
‒ |
|
No other matters were considered
or voted upon at the Annual Meeting.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
LIVEONE, INC. |
|
|
Dated: September 21, 2022 |
By: |
/s/ Robert S. Ellin |
|
Name: |
Robert S. Ellin |
|
Title: |
Chief Executive Officer and
Chairman of the Board of Directors |
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