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): August 23, 2021
LIVEXLIVE MEDIA, 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 | LIVX | 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 1.01 Entry into a Material Definitive Agreement.
On August 23, 2021, LiveXLive Media, Inc. (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with Needham & Company, LLC (“Needham & Company”) as sales agent, pursuant to which the Company may sell, from time to time, at its sole discretion an aggregate of up to $45,000,000 of its shares of common stock, $0.001 par value per share (the “Shares”).
The Shares may be issued and sold from time to time through or to Needham & Company acting as sales agent or principal pursuant to the Company’s shelf Registration Statement on Form S-3 (Reg. No. 333-228909). The Company will file a prospectus supplement, dated August 24, 2021, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the Shares. Sales of the Shares, if any, under such prospectus supplement may be made in transactions that are deemed to be “at the market offerings” pursuant to Rule 415 under the Securities Act.
The Company will pay Needham & Company a commission equal to 3.0% of the gross sales price per share for any Shares sold through Needham & Company under the Sales Agreement and reimburse Needham & Company’s fees and expenses up to $50,000. The Company has provided Needham & Company with customary indemnification and contribution rights. The Sales Agreement may be terminated by Needham & Company or the Company at any time upon notice to the other party as provided in the Sales Agreement, or by Needham & Company at any time in certain circumstances, including the occurrence of a material and adverse change in the Company’s business or financial condition that makes it impractical or inadvisable to market the Shares or to enforce contracts for the sale of the Shares.
The foregoing description is a summary only, does not purport to set forth the complete terms of the Sales Agreement and is qualified in its entirety by reference to the Sales Agreement filed as Exhibit 1.1 to this Current Report on Form 8-K (this “Current Report”) and hereby incorporated by reference. The legal opinion of Foley Shechter Ablovatskiy LLP, counsel to the Company, relating to the validity of the common stock being offered pursuant to the Sales Agreement is filed as Exhibit 5.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description | |
| 1.1* | Sales Agreement, dated as of August 23, 2021, by and between the Company and Needham & Company, LLC. | |
| 5.1* | Opinion of Foley Shechter Ablovatskiy LLP. | |
| 23.1* | Consent of Foley Shechter Ablovatskiy LLP (contained in Exhibit 5.1). | |
| 104* | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Filed herewith. |
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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.
| LIVEXLIVE MEDIA, INC. | ||
| Dated: August 24, 2021 | By: | /s/ Robert S. Ellin |
| Name: | Robert S. Ellin | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
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