Subsequent Events | Note 14 — Subsequent Events Unsecured Convertible Notes Payable Subsequent to the period ended March 31, 2017 the Company issued eight, 6% unsecured note payables to investors for total cash principal of $1,595,000. These notes are due between April 2018 and May 2018. The noteholders shall in their sole discretion have the option to convert all outstanding principal and interest into the Company’s Common Stock before the maturity date at a conversion price per share based upon the Company’s current valuation, as determined by our board of directors. If the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholders will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholders received warrants to purchase an aggregate of 797,500 shares of the Company’s common stock at an exercise price of $0.01 per share with a relative fair value of $723,533. As of the issuance dates of these notes, the effective conversion price was $0.91, and the market price of the shares on the date of conversion was approximately $1.67 per share. As such, the Company expects to recognize a beneficial conversion feature of $723,533. As a result, the Company expects to record a note discount of $1,447,066 to account for the relative fair value of the warrants and the notes’ beneficial conversion features which will be amortized as interest expense over the term of the notes. Employment Agreements In April and May 2017, the Company entered into employment agreements with two officers for a term of two years at an annual salary of $120,000 and $180,000 respectively. In addition, one of the officers was granted 300,000 shares of the Company’s common stock valued at $501,000 that will vest in equal tranches over the 24-month term of the employment agreement. The officer will also receive a bonus of $100,000 upon the closing of an underwritten public offering of the Company’s common stock. The other officer was granted 400,000 shares of the Company’s common stock valued at $668,000 that will vest in increments, with the first tranche of 200,000 shares vesting 12 months from the effective date and the remaining number of shares vesting monthly thereafter, with 100% vesting over the 24-month term of the employment agreement. Wantickets Acquisition On May 5, 2017, LiveXLive Tickets, Inc., (“LXL Tickets”) a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (“APA”) with Wantickets and certain other parties, whereby the Company purchased certain operating assets of Wantickets for total consideration of 2,000,000 shares of common stock of the Company valued at $3,340,000 ($1.67 per share) and the assumption of certain liabilities of Wantickets. The Company is in the process of completing the allocation of the purchase price to the assets and liabilities acquired. In connection with the transaction, LXL Tickets entered into employment agreements with key employees of Wantickets for a term of two years each. One officer, Joe Schnaier, the Chief Executive Officer of Wantickets, will receive an annual salary of $220,000 and a bonus of 2,000,000 shares of common stock if LXL Tickets earns net income of $3 million in the twelve months following the effective date of his employment agreement or net income of $4 million in the twelve months thereafter. The other officer will receive an annual salary of $160,000 and receive a number of shares of the Company’s common stock equal to $15,000 each year. In addition, pursuant to the APA and the Letter Agreement, dated as of May 5, 2017 (the “Letter Agreement”), entered into among the Company, LXL Tickets and Mr. Schnaier, the parties agreed that, commencing May 5, 2017, Mr. Schnaier will promptly pay for all of LXL Tickets’ net losses of its business for each calendar month (or pro rata thereof), up to a total of $100,000 per month, and for any liabilities exceeding $100,000 in the aggregate that arose from April 1, 2017 to May 5, 2017 (inclusive), until the earlier of (x) such time as a public offering is consummated or (b) May 5, 2018 (such earlier date as between clause (x) and (y), the “Funding End Date”), and that any salaries or other payments or amounts due to under the employment agreements described above shall be included in the calculation of the net loss for the applicable period (collectively, the “JS Payment Obligation”). Pursuant to the Letter Agreement, the parties further agreed that all payments made by Mr. Schnaier as part of the JS Payment Obligation shall be deemed to be a loan by Mr. Schnaier to LXL Tickets (the “Loaned Funds”), and that the Company and LXL Tickets shall repay to Mr. Schnaier the total amount of the Loaned Funds within five business days after the Funding End Date; provided that the Company and LXL Tickets may prepay or repay in full the Loaned Funds at any time prior to the Funding End Date without any penalty. An unaudited pro forma balance sheet as of March 31, 2017 as if the acquisition had occurred as of that date is as follows: March 31, 2017 (unaudited) Current Assets Cash and cash equivalents $ 1,477,229 Prepaid expense 21,569 Total Current Assets 1,498,798 Other Assets Property and equipment, net 175,407 Intangibles 3,222,000 Total Assets $ 4,896,205 Liabilities and Stockholders’ Deficit Current Liabilities: Accounts payable and accrued liabilities $ 542,035 Note payable 277,270 Note payable, shareholder 3,603,446 Current portion of unsecured convertible notes, net of discount 67,858 Services payable, related party 239,080 Total Current Liabilities 4,729,689 Unsecured convertible notes - related party, net of discount 11,668 Unsecured convertible notes, net of discount and current portion 220,540 Total Liabilities 4,961,897 Stockholders’ Deficit: Preferred stock, $0.001 par value; 1,000,000 shares authorized; no shares issued or — Common stock, $0.001 par value; 500,000,000 shares authorized; 105,996,974 shares issued and outstanding. 105,997 Additional paid in capital 27,924,201 Accumulated deficit (28,095,890 ) Total stockholders’ deficit (65,692 ) Total Liabilities and Stockholders’ Deficit $ 4,896,205 Unaudited pro forma results of operations for the years ended March 31, 2017 and 2016 as if the acquisition has occurred as of the earliest dates presented are as follows: For the Year Ended March 31, 2017 For the Year Ended March 31, 2016 (unaudited) (unaudited) Revenue $ 3,972,000 $ 5,744,000 Cost of revenue 1,147,000 2,052,000 Gross profit 2,825,000 3,692,000 Operating expenses: Selling, general and administrative 9,479,801 7,297,000 Related party expenses 360,000 360,000 Total operating expenses 9,839,801 7,657,000 Loss from operations (7,014,801 ) (3,965,000 ) Other income (expense) Interest expense, net (497,152 ) (218,498 ) Other income 6,667 — Fair value of warrants issued for note extension and inducement to convert (2,002,977 ) — Earnings from investment in OCHL 132,832 410,553 Fair value of warrants and beneficial conversion feature on debt conversion (3,248,948 ) — Fair value of beneficial conversion feature (136,936 ) — Impairment of note receivable - related party (213,331 ) — Loss on sale of investment in OCHL (2,790,073 ) — Total other income (expense) (8,749,918 ) 192,055 Net loss $ (15,764,719 ) $ (3,772,945 ) Net Loss per common share – basic and diluted $ (0.16 ) $ (0.04 ) Weighted average common shares – basic and diluted 99,596,206 92,082,796 Promotional Rights Subsequent to March 31, 2017, the Company entered into license, production and/or distribution agreements to make guaranteed payments as follows: $210,000 for the fiscal year ended March 31, 2018, $190,000 for the fiscal year ended March 31, 2019, and $25,000 for the year ended March 31, 2020. One of the agreements also provides for a revenue share of 50% of net revenues. If the events do not occur as planned and/or the Company does not undertake production of such events, or if the revenue from these events does not allow the Company to recover its production costs, no additional liability for additional payments or promotional right will remain. Equity Issuances Subsequent to March 31, 2017, the Company issued an aggregate of 947,500 shares of its common stock to investors in consideration of an aggregate of $9,475 as a result of the exercise of 947,500 warrants at an exercise price of $0.01 per share. Subsequent to March 31, 2017, the Company issued an aggregate of 737,500 shares of its common stock valued at $1.67 per share as fees to our employees, directors, advisors and consultants. |