Form 8-K

8-K — LiveOne, Inc.

Accession: 0001213900-26-050981

Filed: 2026-05-01

Period: 2026-04-27

CIK: 0001491419

SIC: 5812 (RETAIL-EATING PLACES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0288696-8k_liveone.htm (Primary)

EX-10.1 — CONSULTING AGREEMENT, DATED AS OF APRIL 27, 2026, BETWEEN LIVEXLIVE, CORP. AND CRAIG CHRISTENSEN (ea028869601ex10-1.htm)

EX-10.2 — NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT, DATED AS OF APRIL 27, 2026, BETWEEN THE COMPANY AND CRAIG CHRISTENSEN (ea028869601ex10-2.htm)

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026 (ea028869601ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0288696-8k_liveone.htm · Sequence: 1

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0001491419

2026-04-27

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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):

April 27, 2026

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 1.01 Entry into a Material Definitive Agreement.

The information set forth

in Item 5.02 below is incorporated herein by reference.

Item 3.02 Unregistered Sales

of Equity Securities.

The information set forth

in Item 5.02 below is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of May 1, 2026

(the “Effective Date”), LiveOne, Inc. (the “Company”) appointed Craig Christensen as the Company’s Interim

Chief Financial Officer, Interim Treasurer and Interim Secretary, to succeed Ryan Carhart, the former Vice President, Chief Financial

Officer, Treasurer and Secretary of the Company, who notified the Company on April 28, 2026 that he is leaving the Company to pursue another

professional opportunity effective as of the Effective Date. Mr. Christensen will also assume the role of Principal Accounting Officer

of the Company. Mr. Christensen was also appointed to the same positions with PodcastOne, Inc. (“PodcastOne”), the Company’s

majority owned subsidiary, and Slacker, Inc. (“Slacker”), the Company’s wholly owned subsidiary.

Mr. Carhart’s departure

was not as a result of any dispute with the Company.

Mr.

Christensen, age 48, is a seasoned finance executive with over 25 years of progressive leadership experience in scaling public and private

companies across technology, professional services, manufacturing and health sciences industries. Mr. Christensen has extensive expertise

in financial reporting, U.S. GAAP, financial planning and analysis, capital market transactions, treasury, audit and internal control

oversight. Throughout his career, Mr. Christensen has demonstrated a strong track record of building and leading high-performing finance

organizations, and partnering with executive leadership to drive growth strategy, capital planning, operational scalability and enterprise

value creation. Prior to his appointment as the Company’s Interim Chief Financial Officer, Interim Treasurer and Interim Secretary,

since May 2025, Mr. Christensen served as the Chief Financial Officer of 180 Health Services, a privately held regenerative wound care

and biologics company. From November 2022 to May 2025, Mr. Christensen served as the Senior Vice President, Corporate Controller of a

NYSE-listed environmental services company, Montrose Environmental Group, where he led a global finance organization, supported multiple

acquisitions and integrations and played a key role in a successful public equity offering. From December 2018 to November 2022, Mr. Christensen

served as Vice President, Finance of Econolite Group, an intelligent mobility solutions provider, where he led digital transformation

initiatives and supported the sale of the company to private equity. Mr. Christensen’s earlier experience included roles as Vice

President, Controller, Interim Chief Financial Officer, and other finance leadership roles with a Nasdaq-listed transportation technology

company, Iteis Inc., and a Nasdaq-listed aerospace and defense management consulting company, SM&A. Mr. Christensen previously worked

at Ernst & Young, LLP, a global public accounting firm, with a specialization in financial audits of public and privately held companies.

Mr. Christensen holds a Bachelor of Arts degree in Business Economics with an emphasis in Accounting from the University of California,

Santa Barbara, and is a licensed Certified Public Accountant in the State of California.

connection with his appointment, LiveXLive, Corp. (“LiveXLive”), the Company’s wholly owned subsidiary, entered into

a consulting agreement with Mr. Christensen, the terms of which are summarized below. There is no arrangement or understanding between

Mr. Christensen and any other persons pursuant to which Mr. Christensen was appointed to his positions. There are no family relationships

between Mr. Christensen and any of the Company’s officers or directors. Other than as described below, there are no other transactions

to which the Company or any of its subsidiaries is a party in which Mr. Christensen has a material interest subject to disclosure under

Item 404(a) of Regulation S-K.

connection with Mr. Christensen’s appointment as the Company’s, PodcastOne’s and Slacker’s Interim Chief Financial

Officer, Interim Treasurer and Interim Secretary, on April 27, 2026, LiveXLive entered into a Consulting Agreement (the “Agreement”)

with Mr. Christensen. The term of the Agreement is on a month-to-month basis (the “Term”) at a weekly fee of $6,250. Mr. Christensen

is also eligible to earn the following equity bonuses (the “Shares”): (i) 10,000 shares of the Company’s common stock

if during the Term the Company and PodcastOne file their respective Annual Reports on Form 10-K for the fiscal year ended March 31, 2026,

and (ii) 5,000 shares of the Company’s common stock if during the Term the Company and PodcastOne file their respective Quarterly

Reports on Form 10-Q for the fiscal quarter ended June 30, 2026 (collectively, the “Reports”). Unless the Agreement is terminated

by LiveXLive with “Cause”, Mr. Christensen shall be entitled to receive the Shares if the Reports are filed during the Term.

The parties agreed that, within approximately 90 days after the Effective Date, the Company and Mr. Christensen will engage in good faith

discussions regarding the potential transition of Mr. Christensen to a full-time Chief Financial Officer position with the Company, PodcastOne

and their other respective subsidiaries. Any such transition, if agreed upon by the parties, shall be memorialized in a separate written

agreement setting forth the terms of Mr. Christensen’s employment, including cash compensation, benefits and equity compensation,

all of which shall be subject to negotiation and mutual agreement of the parties at such time.

The

Agreement contains covenants for the benefit of LiveXLive relating to protection of the Company’s and its subsidiaries’ confidential

information and certain customary representations and warranties and standard mutual and other LiveXLive indemnification obligations.

The

foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text

of such Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K (this “Current Report”) and is incorporated

herein by reference.

The

shares of the Company’s common stock will be issued, if any, pursuant to the terms of the Agreement in a private placement that

will rely upon an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities

Act”), and/or Regulation D promulgated thereunder.

Item 7.01 Regulation FD Disclosure.

On April 28, 2026, the Company

issued a press release announcing that it named Mr. Christensen as the Company’s Interim Chief Financial Officer. A copy of the

Company’s press release is attached as Exhibit 99.1 to this Current Report.

The information in this Item

7.01, including Exhibit 99.1 attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed “filed” for any other

purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report shall not be deemed

incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language

in such filing unless specifically provided otherwise.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits:

Exhibit No.

Description

10.1*

Consulting Agreement, dated as of April 27, 2026, between LiveXLive, Corp. and Craig Christensen.

10.2*

Notice of Grant and Restricted Stock Agreement, dated as of April 27, 2026, between the Company and Craig Christensen.

99.1**

Press release, dated April 28, 2026.

104**

Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.

** Furnished herewith.

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: May 1, 2026

By:

/s/ Robert S. Ellin

Name:

Robert S. Ellin

Title:

Chief Executive Officer and

Chairman of the Board of Directors

EX-10.1 — CONSULTING AGREEMENT, DATED AS OF APRIL 27, 2026, BETWEEN LIVEXLIVE, CORP. AND CRAIG CHRISTENSEN

EX-10.1

Filename: ea028869601ex10-1.htm · Sequence: 2

Exhibit 10.1

CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT

(this “Agreement”) is made on April 27, 2026 and entered into and effective as of May 1, 2026 (the “Effective Date”),

by and between Craig Christensen, an individual (“Consultant”), and LiveXLive, Corp., a Delaware corporation

(the “Company”).

In consideration of the mutual

promises and agreements contained herein, the parties hereto hereby agree as stated below.

1. Consulting

Services. During the Term (as defined below), Consultant agrees to and shall provide the consulting services as set forth on Exhibit

A attached hereto and shall not be an employee of the Company or any other Affiliate of the Company. Consultant shall report directly

to Robert S. Ellin, the Chief Executive Officer and Chairman of LiveOne, Inc., a Delaware corporation and parent of the Company (“LiveOne”

and collectively with the Company and all of their Affiliated companies the “Company Group”), and such other persons as the

Company shall designate and as set forth on Exhibit A attached hereto. As part of his services, Consultant shall provide the same

services to LiveOne and other members of the Company Group. During the Term, Consultant shall perform all duties reasonably required of

Consultant in furtherance of his position as it relates to the Company’s business and the business of all of the Company Group.

Subject to Consultant’s

appointment thereto, and without additional compensation, Consultant shall hold such other or additional titles and serve, during the

Term, in such other or additional capacities to which he may be appointed from time to time in the Company Group, with Consultant’s

mutual reasonable agreement and provided such titles and additional capacities are consistent with Consultant’s above-stated position

and duties. Consultant shall diligently and in good faith devote his energy and skill to the promotion and furtherance of Company Group’s

business interests and to the performance of his duties under this Agreement (collectively, the “Consulting Services”). Consultant

shall devote an amount of time that is reasonably required to render the Consulting Services during the Term. All duties assigned to Consultant

hereunder shall be consistent with the scope and dignity of his position. Consultant shall not be required to provide services that are

materially inconsistent with or outside the scope of an Interim Chief Financial Officer role without Consultant’s prior written

consent (email shall suffice). Any material expansion of responsibilities or service to entities outside the Company Group or beyond those

contemplated as of the Effective Date shall be subject to mutual written agreement (email shall suffice), including any appropriate adjustment

to compensation.

The Company, LiveOne, PodcastOne

and their respective Affiliates shall be permitted in their public releases, announcements, presentations, filings with the U.S. Securities

and Exchange Commission (the “SEC”) and other filings with and materials made available to other organizations, to use Consultant’s

name, title, biography, experience and state that Consultant is an Interim Chief Financial Officer of the Company, PodcastOne and/or their

respective subsidiaries.

2. Compensation

and Expenses. In consideration of the Consulting Services and duties to be performed by Consultant under this Agreement, Consultant

shall receive the following during the Term (as defined below):

2.1 Cash

Consulting Fees. Consultant shall receive compensation at a rate of six thousand two hundred fifty dollars (USD $6,250.00) per week

during the Term, payable in no less frequently than bi-weekly installments by electronic funds transfer (ACH or wire transfer) to an account

designated by Consultant. The first payment, in the amount of $12,500, shall be made on the Effective Date as an advance for the initial

two-week period of services. Thereafter, payments shall be made every two (2) weeks, with each payment equal to $12,500 and covering the

next two-week period of services following the period covered by the prior payment.

The Company shall process and

make all payments automatically in accordance with the foregoing schedule, and no invoices shall be required from Consultant as a condition

to payment. For the avoidance of doubt and for purposes of this Agreement, each seven (7) calendar day period commencing on the Effective

Date shall be considered a “week” during the Term, not to exceed the total number of weeks or months constituting the Term.

For the avoidance of doubt,

Consultant shall continue to receive the full weekly Cash Consulting Fees during any Approved Time Off (as defined in Section 2.2) during

the Term, and such time shall be treated as time during which services are deemed to be performed for purposes of this Agreement. The

parties acknowledge that the Cash Consulting Fees are not subject to an increase or reduction based on hours worked in any given week.

2.2 Shares

Grant. Subject to the full execution of the RSA (as defined below) by LiveOne and Consultant and this Section 2.2 and Section 5, during

the Term the Company shall cause LiveOne to grant (the “Grant”) to Consultant an aggregate of: (i) ten thousand (10,000) shares

(the “Initial Shares”) of LiveOne’s restricted common stock, $0.001 par value per share (the “Common Stock”),

upon the filing by LiveOne with the SEC of its Annual Report on Form 10-K for the year ending March 31, 2026 as reviewed and approved

by LiveOne’s auditors and outside legal counsel (the “2026 Annual Report”), and (ii) five thousand (5,000) shares of

Common Stock (the “Additional Shares” and together with the Initial Shares, the “Shares”) upon the filing by LiveOne

of its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026 as reviewed and approved by LiveOne’s auditors and outside

legal counsel (the “2026 Quarterly Report”). For the avoidance of doubt, subject to this Section 2.2 and Section 5, the respective

Shares shall be deemed fully vested (x) upon the filing by LiveOne with the SEC of the 2026 Annual Report and the 2026 Quarterly Report,

as applicable, and (y) subject to Section 5 of this Agreement, provided Consultant remains in Continuous Service (as defined below) through

the filing date of such applicable report (such filing date, a “Vesting Date”). Notwithstanding such vesting schedule, if

Consultant’s Continuous Service terminates for any reason at any time before all of the applicable Shares have vested, any unvested

Shares shall be deemed forfeited and void. The Grant will be evidenced by and subject to the terms and conditions of the Notice of Grant

and Restricted Stock Agreement, in the form attached hereto as Exhibit B, to be entered into by Consultant with LiveOne (the “RSA”)

concurrently and as a condition of this Agreement. Subject to Section 5, any vested Shares shall be issued by LiveOne upon such shares

vesting by book entry to Consultant after the applicable Vesting Date. All share amounts contained in this Agreement are subject to proportionate

adjustment for stock splits, stock combinations and other similar recapitalizations applicable to LiveOne.

“Continuous Service”

means Consultant’s service with LiveOne and PodcastOne, whether as an employee or consultant as the Interim Chief Financial Officer

or full-time Chief Financial Officer of LiveOne and/or PodcastOne, that is not interrupted or terminated at any time from the Effective

Date until the applicable Vesting Date, and provided that Consultant is in good standing with the Company through, and this Agreement

is in effect on, such Vesting Date. Continuous Service shall not be deemed interrupted except upon a bona fide termination of Consultant’s

engagement. Any determination regarding interruption of Continuous Service shall be made in good faith and not unreasonably. In the event

Consultant’s services are terminated by the Company without Cause, Consultant shall be deemed to remain in Continuous Service for

purposes of any Shares scheduled to vest, if any, during the period of thirty-five (35) calendar days following the date of the notice

of such termination. In the event Consultant’s services are terminated by the Company with Cause, Consultant shall not be entitled

to receive any unvested Share and no unvested Shares as of the date of the notice of termination for Cause shall vest.

For the avoidance of doubt,

“Continuous Service” shall not be deemed interrupted by any pre-approved vacation, personal leave, or temporary absence from

services. Without limiting the foregoing, the parties acknowledge and agree that Consultant shall be permitted to be substantially unavailable

for services during the Term on May 28–29, 2026 and July 6–15, 2026 provided that Consultant remains partially available and

checks in with the CEO and LiveOne’s finance team as reasonably necessary (the “Approved Time Off”), and such Approved

Time Off during the Term shall not constitute a termination or interruption of Continuous Service, shall not be deemed a failure to perform

services, and shall not adversely affect Consultant’s entitlement to compensation or vesting of any Shares under this Agreement.

During any Approved Time Off during the Term, Consultant shall be deemed to be in good standing and to have satisfied any service-based

conditions under this Agreement.

“Affiliate” means

a corporation or other entity that, directly or through one or more intermediaries, controls, is controlled by or is under common control

with, the Company.

2.3 Expenses.

Any reasonably necessary out-of-pocket expenses incurred by Consultant directly in connection with the services to be provided hereunder

shall be reimbursed by the Company subject to receipt by the Company of appropriate detailed supporting expense documentation and receipts.

Any expense amount in excess of $100, individually or in aggregate per day, shall require prior written approval (email shall suffice)

by the Company’s Chief Executive Officer consistent with approval for the Company’s other senior executives.

2.4 Office.

The Consultant’s principal place of business will be in Los Angeles, California, though Consultant will be permitted to work remotely

during the Term, except as otherwise reasonably required by the Company, and Consultant may be required to travel to other offices of

LiveOne and/or PodcastOne as the Company Group shall maintain, from time to time as required to perform his services hereunder or as reasonably

required by the Company, at the Company’s expense (economy travel and accommodations) and in accordance with the generally applicable

policies and procedures of the Company, subject to presentation of reasonably detailed expense statements or vouchers and such other information

as the Company may reasonably require.

3. Transition

to CFO. The parties acknowledge that, within approximately ninety (90) days after the Effective Date, they shall engage in good faith

discussions regarding the potential transition of Consultant to a full-time, permanent Chief Financial Officer position with the Company

and the Company Group. Any such transition, if agreed upon by the parties, shall be memorialized in a separate written agreement setting

forth the terms of Consultant’s employment, including cash compensation, benefits and equity compensation, all of which shall be subject

to negotiation and mutual agreement of the parties at that time. Nothing in this Section shall be construed to obligate either party to

consummate such a transition or to agree to any particular terms in connection therewith.

4. Status.

Neither this Agreement, nor any transaction under or relating to this Agreement, shall be deemed to create any employment, agency, partnership

or joint venture relationship between the parties hereto. Consultant shall not be an employee of the Company. Consultant is and shall

be an independent contractor. Consultant shall have the power and authority to execute agreements on behalf of the Company Group, and

Consultant shall be authorized to bind the Company Group with customary Chief Financial Officer authority and responsibilities. The Company

shall include Consultant as an insured person under LiveOne’s directors’ and officers’ liability insurance policy (“D&O

Insurance”) on terms no less favorable than those applicable to the Company’s executive officers and directors. Such coverage

shall be effective as of the Effective Date and shall remain in effect for the duration of the Term. The Company shall cause LiveOne to

maintain such D&O Insurance with reputable carriers and commercially reasonable coverage limits consistent with LiveOne’s past

practice and the size and resources of LiveOne. In addition, the Company shall cause LiveOne to use its commercially reasonable efforts

to ensure that Consultant is covered under any “tail” or extended reporting period coverage maintained by the Company for

a period of not less than three (3) years following termination of Consultant’s services with respect to acts or omissions occurring

during the Term. The Company shall not make social security, worker’s compensation or unemployment insurance payments on behalf of Consultant.

5. Term

and Termination. This Agreement shall become effective on the Effective Date and shall continue in full force and effect on a month-to-month

basis unless terminated earlier by either party pursuant to the terms hereof (the “Term”). The Term may be terminated (i)

by the Company with Cause by giving written notice thereof (email shall suffice) to Consultant at least two (2) business days before the

termination is to be effective, or (ii) by the Company or by Consultant for any reason or no reason, by giving written notice thereof

(email shall suffice) to the other party at least thirty-five (35) calendar days before the termination is to be effective. “Cause”

shall be defined as (a) Consultant’s conviction of a felony; (b) Consultant’s material violation of any of its representations

or warranties contained herein; (c) Consultant’s engaging in any embezzlement, fraud, misappropriation of funds or a reasonable

determination of the Company that Consultant engaged in the act of sexual harassment, illegal activity or any activity that (x) results

in any violation of federal securities laws or (y) results or could result, as determined by the Company in its sole and absolute discretion,

in any material damage to the Company’s and/or Company’s Group’s business, financial condition or business reputation;

(d) any act or omission that constitutes a material breach or violation by Consultant of any of its or Consultant’s obligations,

agreements or covenants under this Agreement; (e) willful and continued failure or refusal of Consultant to satisfactorily perform the

services reasonably required of him as a consultant of the Company, which failure or refusal for more than three (3) days after notice

given to Consultant, such notice to set forth in reasonable detail the nature of such failure or refusal; or (f) Consultant’s material

breach of a written standard, policy or procedure of the Company Group or the laws, rules or regulations of any governmental or regulatory

body or agency applicable to the Company Group. Notwithstanding the foregoing, with respect to clauses (b), (d), (e) and (f), Consultant

shall be provided with written notice describing the alleged breach in reasonable detail and shall have a period of five (5) business

days to cure such breach, if curable, prior to any termination for Cause becoming effective. For purposes of this Agreement, “Cause”

shall be determined in good faith and based on objective, material standards, and shall not be based on immaterial, inadvertent, or good

faith errors in judgment. Notwithstanding anything to the contrary in this Agreement, upon termination by the Company of this Agreement

for Cause, Consultant shall forfeit any unvested Shares. For the avoidance of doubt, any Shares that are vested as of the date of termination

shall remain the property of Consultant, except in the event of termination for Cause arising from fraud or willful misconduct. Sections

6 through 11 (inclusive) of this Agreement shall survive the termination of this Agreement. In the event the Company terminates this Agreement

without Cause, Consultant shall be entitled to payment of all accrued but unpaid cash fees pursuant to Section 2.1 through the effective

termination date.

6. Proprietary

Rights. Consultant acknowledges and agrees that Consultant has no right to or interest in the work, product, documents, reports or

other materials created by Consultant specifically in connection with any services performed hereunder, nor any right to or interest in

any copyright therein. Company shall be deemed sole and exclusive owner of all rights, title and interest in the work product, deliverables

(tangible or intangible), and other results and proceeds of Consultant’s services to the Company, including all intellectual property

rights (collectively, the “Materials”). In the event that it should be determined that any elements or components of the Materials

are not deemed to be a work for hire, or that Consultant is deemed to retain any rights in the Materials by operation of law, Consultant

will and hereby does assign, convey and transfer to Company (or its licensor, where applicable) all rights that Consultant possesses or

may possess in the Materials. Consultant also hereby waives any rights of paternity, attribution, integrity and other similarly afforded

moral rights he may have in the Materials to the extent such rights may not be assigned under any applicable laws. At Company’s

direction and expense, Consultant will take such steps, and execute and deliver such documents, as Company deems reasonably necessary

to enable Company (or its licensor, where applicable) to perfect and record its rights in the Materials. In addition, Consultant hereby

irrevocably appoints Company as Consultant’s attorney-in-fact for the purpose of executing any assignments of rights regarding the

Materials. This Section 6 shall apply to the Materials from the moment of creation, development and/or performance by Consultant

notwithstanding the fact that Company may not have yet approved the Materials and/or any dispute over payment between the parties.

Consultant further acknowledges

and agrees that (i) any email account issued to Consultant by Company and/or any of its affiliates should be used for all services to

be provided by Consultant to Company and/or any Company related work, (ii) unless otherwise permitted (email shall suffice) non-Company

emails should not be used to perform any services to be provided by me to Company and/or any Company related work, (iii) the email account

issued to Consultant by Company and/or any of its affiliates is deemed the exclusive property of the Company and is to be used by Consultant

solely for the purpose of performing any services to be provided under this Agreement, and (iv) documents related to any services provided

by Consultant to Company and/or any Company related work should be organized and saved in the official Company database, as designated

by the Company. Furthermore, by signing this Agreement, Consultant agrees and consents to Company accessing the email account issued to

Consultant by Company and/or any of its affiliates and disclosing any information obtained therein to any third party whenever Company

finds it necessary to protect its interests in connection with: (i) preventing acts of libel through email; (ii) protecting Confidential

Information and Company’s and/or its affiliates’ other business secrets; (iii) preventing infringement of Company’s

and/or its affiliates’ intellectual property rights; (iv) preventing the illegal use of email; (v) the use of emails as evidence

in legal proceedings; and (vi) any other reason that Company deems necessary to protect Company’s and/or its affiliates’ interests.

7. Taxes.

Consultant acknowledges that no federal or state withholding taxes, FICA, SDI or other payroll taxes or deductions are made with respect

to any compensation paid to Consultant pursuant to this Agreement. Consultant is responsible for all such taxes and agrees to report for

federal and state income and any other tax purposes all such compensation, and to pay all taxes due thereon. Consultant further agrees

to indemnify, defend and hold Company harmless in the event that any claims are made by any taxing authority, by reason of Consultant’s

failure to properly pay any and all taxes which are due in relation to the services provided by Consultant to the Company pursuant to

this Agreement. Notwithstanding the foregoing, Consultant shall not be responsible for any taxes, penalties, or liabilities arising from

any recharacterization by the Company of Consultant’s status as an independent contractor to employee to the extent resulting from

the Company’s direction or control over Consultant’s activities as required by applicable law, except for any personal taxes,

or liabilities that would be applicable to Consultant in the event Consultant is required to be characterized as an employee of the Company.

Confidentiality.

8.1. Confidential

Information Defined. The Company may disclose to Consultant non-public information to further the performance of this Agreement.

“Confidential Information” means all information (written or oral) disclosed by the Company, including but not limited

to technical, financial and business information relating to the Company’s products, services, processes, profit or margin

information, finances, customers, suppliers, marketing, and future business plans. Consultant will not, either during or subsequent

to the term of this Agreement, directly or indirectly divulge to any unauthorized person any information designated as confidential

by Company; nor will Consultant disclose to anyone other than a Company employee or use in any way other than in the course of the

performance of this Agreement any information regarding Company, including Company’s platforms, technologies, research and

development, designs, products, services, finances, marketing plans, and other information not known to the general public whether

acquired or developed by Consultant during its performance of this Agreement or obtained from Company employees; nor will

Consultant, either during or subsequent to the term of this Agreement, directly or indirectly disclose or publish any such

information without prior written authorization from Company to do so. Consultant acknowledges and agrees that all of the foregoing

information is proprietary to Company, that such information is a valuable and unique asset of Company, and that disclosure of such

information to third parties or unauthorized use of such information would cause substantial and irreparable injury to Company’s

ongoing business for which there would be no adequate remedy at law. Accordingly, in the event of any breach or attempted or

threatened breach of any of the terms of this Section 8, Consultant agrees that Company shall be entitled to injunctive and

other equitable relief without need of posting a bond, and without limiting the applicability of any other remedies.

8.2. Survival.

All Confidential Information shall remain the sole property of the Company, and Consultant shall have no rights to the Confidential Information.

The obligations of Consultant under this Section 8 shall survive the termination of this Agreement for a period of thirty-six (36)

months.

8.3. Return of

Information. At any time during the term of this Agreement or after the expiration of this Agreement, upon written request by

the Company, Consultant shall return within ten (10) calendar days all originals and copies thereof of any and all Confidential

Information. Consultant will return to Company any Company property that has come into Consultant’s possession during the term

of this Agreement, when and as requested to do so by Company and in all events upon termination of Consultant’s engagement

hereunder. Consultant will not remove any Company property from Company premises without written authorization from Company. The

product of all work performed under this Agreement, including reports, drawings, computer programs and designs shall be the property

of Company, and Company shall have the sole right to use, sell, license, publish or otherwise disseminate or transfer rights in such

work product.

8.4. Exceptions.

Notwithstanding the other provisions of this Agreement, nothing received by Consultant shall be considered to be Confidential

Information of the Company, if (a) it has been rightfully received by Consultant from a third party without confidentiality

limitations; (b) it was known to Consultant prior to its first receipt thereof, as shown by files or other back-up documentation

existing at the time of initial disclosure; or (c) it is required to be disclosed in the context of any administrative or judicial

proceeding, provided that prior written notice of such required disclosure and an opportunity to oppose or limit disclosure is given

to the Company.

8.5. Non-Public

Information. Consultant acknowledges that he (i) is aware that the United States securities laws prohibit any person who has

material nonpublic information about a company from purchasing or selling securities of such company, or from communicating such

information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or

sell such securities, and (ii) is familiar with the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

and the rules and regulations promulgated thereunder. Consultant represents that he has not used or caused any third party to use,

and agrees not to use or cause any third party to use, any Confidential Information in contravention of the Exchange Act or any such

rules and regulations, including without limitation Rules 10b-5 and 14e-3 thereunder. Consultant represents that he has not

purchased or sold, or caused any of its affiliates (as defined in Rule 405 under the Securities Act of 1933, as amended (the

“Securities Act” and “Affiliates”, respectively) to purchase or sell (including entering into hedging or

other derivative transactions based on the Company’s securities), any securities of the Company.

9. Consultant’s

Representations, Warranties and Agreements.

9.1. Consultant

represents and warrants that: (i) to the best of Consultant’s knowledge, the Materials will not infringe upon the Intellectual Property

Rights or other rights of any person or entity; (ii) Consultant is and at all times will remain possessed of all rights necessary to enter

into and fully perform all of Consultant’s obligations under this Agreement; (iii) Consultant possesses the requisite skill and experience

necessary to fully perform all of Consultant’s obligations under this Agreement; (iv) Consultant’s entering into and fulfilling

the obligations of this Agreement does not and will not infringe on the rights of any person or entity; (v) Consultant will make commercially

reasonable efforts to diligently and competently perform all services set forth herein; and (vi) he has the legal authority to enter into

this Agreement.

9.2. Consultant

agrees that he will not transfer, assign, hypothecate, or in any way dispose of any of the Shares, or any right or interest therein, whether

voluntarily or by operation of law, or by gift or otherwise, until the expiration of the restrictions set forth in this Agreement. Any

purported transfer in violation of any provision of this Agreement shall be void and not effective and shall not operate to transfer any

interest or title to the purported transferee.

10. Indemnification.

Each party (each an “Indemnitor”) agrees to indemnify, defend and hold harmless the other party and its members, managers,

officers, employees, directors, shareholders, agents, representatives, affiliates and their respective successors and assigns (collectively,

the “Indemnitee”) from and against all liabilities, actions, losses, obligations, damages and actual reasonable out-of-pocket

costs and expenses (including but not limited to actual reasonable out-of-pocket attorneys’ fees) (collectively, “Claims”)

arising out of or relating to any third party claim alleging: (i) any breach of any terms, conditions, representations or warranties made

by, or obligation of, the Indemnitor in this Agreement, (ii) property damage or personal injury caused by the negligence or willful act

or omissions of the Indemnitor, or its employees, agents, officers, or directors, or (iii) unauthorized or illegal acts or omissions by

the Indemnitor, or its employees, agents, officers or directors, except to the extent such Claims are directly related to any Indemnitee’s

breach of any terms, conditions, agreements, obligations, representations or warranties made in this Agreement or the negligence, fraud

or willful misconduct of such Indemnitee. The obligations of the parties in this Section 10 shall survive the termination of this

Agreement for a period of twelve (12) months from the date of such termination.

In addition, the Company shall

indemnify Consultant, to the maximum extent permitted by applicable law, against all actual reasonable out-of-pocket costs, charges and

expenses incurred or sustained by him in connection with any action, suit or proceeding to which he may be made a party by reason of him

being an officer of the Company or of any member of the Company Group (collectively, a “Proceeding”). The Company shall advance

all Expenses incurred by or on behalf of Consultant in connection with any Proceeding within thirty (30) calendar days after receipt by

the Company of a written request from Consultant, subject only to the delivery of a written binding undertaking by Consultant, in such

form reasonably requested by the Company, to promptly repay such amounts if it is ultimately determined that Consultant is not entitled

to indemnification. The maxim amount of aggregate Expenses that the Company shall be required to advance under this Agreement shall not

exceed $75,000. Such statement or statements shall reasonably evidence the Expenses incurred by Consultant including providing detailed

invoices from attorneys and other parties (unless an advance retainer (limited to one time), which shall not exceed $10,000) and shall

include, be preceded by or accompanied by, as the case may be, the following: (i) a written affirmation of the Indemnitee’s good-faith

reasonable determination that he has met the Standard (as defined herein); (ii) an undertaking by or on behalf of the Indemnitee to repay

any Expenses advanced if it shall be determined that the Indemnitee did not meet the Standard or that the Indemnitee is not entitled to

be indemnified against such Expenses; and (iii) a determination that the facts then known to those making the determination would not

preclude indemnification under the Delaware General Corporation Law (the “DGCL”). “Expenses” shall mean all actual

reasonable out-of-pocket attorney’s fees (limited to one counsel), retainers, court costs, transcript costs, fees of experts, witness

fees, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees and all other disbursements or

expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,

or being or preparing to be a witness in a Proceeding. “Standard” shall mean the applicable standard of conduct set forth

in Sections 145(a) and (b) of the DGCL. The Indemnitee understands and agrees that the undertaking required by this Section 10 shall be

an unlimited general obligation of the Indemnitee.

11. Miscellaneous.

11.1. Notices.

Any notice or other document to be given hereunder by any party hereto to any other party hereto shall be in writing and delivered in

person or by courier, electronically by facsimile or sent by any express mail service, postage or fees prepaid at the following addresses:

If to Consultant, to:

Craig Christensen

_____________________

Email: craigchristensen21@yahoo.com

If to the Company, to:

LiveXLive, Corp.

269 South Beverly Drive, Suite 1450

Beverly Hills, CA 90212

Attention: Robert Ellin, CEO

Email: rob@liveone.com and tenia@liveone.com

or at such other address or number for a party

as shall be specified by like notice. Any notice which is delivered in the manner provided herein shall be deemed to have been duly given

to the party to whom it is directed (a) on the day when personally served, including delivery by express mail and overnight courier, and

(b) on the business day of confirmed transmission by telecommunications device.

11.2. Entire

Agreement. This Agreement, the RSA and the Mutual Nondisclosure Agreement, dated as of April 7, 2026 (the “NDA”), entered

into between LiveOne and Consultant, is intended by the parties hereto to be the final expression of their agreement with respect to the

subject matter hereof and is the complete and exclusive statement of the terms thereof. The terms of the NDA are incorporated into and

made part of this Agreement. In the event that there is any conflict or inconsistency between the terms of this Agreement and the terms

of the NDA, the terms of the NDA shall govern. This Agreement, the RSA and the NDA supersede and terminate all prior agreements, arrangements

and understandings between or among the Company and Consultant with respect to the subject matter hereof.

11.3. Amendment;

Waiver. This Agreement may not be modified, amended or waived in any manner except by an instrument in writing signed by both parties

hereto. The waiver by either party of compliance with any provision of this Agreement by the other party shall not operate or be construed

as a waiver of any other provision of this Agreement, or of any subsequent breach by such party of a provision of this Agreement.

11.4. Governing

Law; Jurisdiction; Arbitration. (a) This Agreement shall be deemed to be made in, and in all respects, shall be interpreted, construed,

and governed by and in accordance with, the laws of the State of California, without regard to conflict of laws rules or provisions.

(b) Each of the

parties hereby irrevocably and unconditionally submits to the jurisdiction of all state and federal courts sitting in the City of

Los Angeles, State of California, the venue of the City of Los Angeles, State of California and all actions and proceedings arising

out of or relating to this Agreement that have not been resolved by arbitration pursuant to subparagraph (c) below shall be heard

and determined in any state or federal court located in the City of Los Angeles, State of California.

between the parties arising out of or relating to this Agreement (including any specific agreements contemplated herein) that cannot

be resolved in thirty (30) days through good faith negotiation and discussion among the parties shall be finally settled by

arbitration administered by the Los Angeles, California office of JAMS (the “Administrator”) in accordance with its then

existing commercial arbitration rules and procedures. The arbitration shall be conducted in the City of Los Angeles, State of

California, unless otherwise agreed by the parties in writing. The arbitration shall be conducted in the English language. The

arbitration shall be conducted by a single, neutral arbitrator (“Arbitrator”) selected in accordance with the rules of

the Administrator. The decision or award of the Arbitrator shall be final, binding and incontestable and may be used as a basis for

judgment thereon in any jurisdiction. The arbitration proceeding and all related documents will be confidential, unless disclosure

is required by law. The parties hereby expressly agree to waive the right to appeal from the decision of the Arbitrator.

Accordingly, there shall be no appeal to any court or other authority (government or private) from the decision of the Arbitrator,

and the parties shall not dispute nor question the validity of such decision or award before any regulatory or other authority in

any jurisdiction where enforcement action is taken by the party in whose favor the decision or award is rendered, except in the case

the decision or award was procured by fraud. The Arbitrator shall, within fifteen (15) calendar days after the conclusion of the

arbitration hearing, issue a written award and statement of decision describing the essential findings and conclusions on which the

award is based, including the calculation of any damages awarded. Each party shall bear its own costs and attorneys’ fees, and

the parties shall equally bear the fees, costs, and expenses of the Administrator, the Arbitrator and the arbitration proceedings;

provided, however, that the Arbitrator may exercise discretion to award costs, including reasonable and necessary attorneys’ fees,

to the prevailing party. The parties consent and submit to the exclusive personal jurisdiction and venue of any state or federal

court located in the City of Los Angeles, State of California, to compel arbitration in accordance with this Agreement, to enforce

any arbitration award granted pursuant to this Agreement, including, any award granting equitable or injunctive relief, and to

otherwise enforce this Agreement and carry out the intentions of the parties to resolve all disputes, claims or controversies

arising under or in connection with this Agreement through arbitration. Notwithstanding the foregoing, nothing in this Section will

restrict either party from applying to any court of competent jurisdiction for injunctive relief.

11.5. Limitation

of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES,

UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS, REVENUE OR SAVINGS; EVEN IF SUCH PARTY HAS BEEN ADVISED OF, KNEW,

OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THAT THIS EXCLUSION SHALL NOT APPLY TO ANY DAMAGES RESULTING FROM

THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF COMPANY, CONSULTANT, OR ANY OF THEIR RESPECTIVE AFFILIATES, MEMBERS, MANAGERS, OFFICERS,

EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS. NOTWITHSTANDING ANYTHING

IN THIS AGREEMENT TO THE CONTRARY, COMPANY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION,

STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO FIVE (5) WEEKS OF CASH FEES DUE UNDER SECTION 2 OF THIS AGREEMENT AND

THE VALUE OF ANY SHARES VESTED UNDER SECTION 2 OF THIS AGREEMENT CALCULATED AS OF THE DATE OF THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION

SHALL NOT APPLY WITH RESPECT TO THE COMPANY’S INDEMNIFICATION OBLIGATIONS HEREUNDER IF REQUIRED UNDER SECTION 10 OF THIS AGREEMENT.

CONSULTANT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT UNDER THIS AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT

AND THAT COMPANY WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO CONSULTANT

WITH RESPECT TO A BREACH OF CONSULTANT’S CONFIDENTIALITY OBLIGATIONS HEREUNDER OR UNDER THE NDA (AS DEFINED ABOVE) OR CONSULTANT’S

OBLIGATIONS UNDER SECTION 6 OF THIS AGREEMENT. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CONSULTANT’S AGGREGATE LIABILITY

UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES (CASH AND EQUITY) ACTUALLY PAID TO CONSULTANT UNDER THIS AGREEMENT, EXCEPT IN THE

CASE OF GROSS NEGLIGENCE, FRAUD, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OBLIGATIONS.

11.6. Scope of

Agreement. This Agreement shall bind and inure to the benefit of the Company and its successors and assigns and of Consultant

and his successors. Neither party may assign or delegate this Agreement or any of his, her or its rights or obligations under this

Agreement without the prior written consent of the other party, except that the Company may assign or delegate this Agreement and

any of its rights and obligations hereunder to any successor (whether direct or indirect, whether by purchase, merger,

consolidation, operation of law, or otherwise) to all or substantially all of the business or assets of the Company.

11.7. No

Conflicts. Consultant represents and warrants to the Company that, at all times during the term of this Agreement, Consultant’s

performance of the services contemplated by this Agreement shall not conflict with any undisclosed agreement, commitment or obligation

on the part of Consultant to any employer or other third party.

11.8. Severability.

In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by any court of competent jurisdiction,

the validity and enforceability of the remaining provisions shall not be affected thereby.

11.9. Counterparts.

This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original but all of which together

shall constitute one and the same instrument.

11.10. Authority.

Each party represents that such party has the legal right, power, authority, and capacity to enter into this Agreement, the Notice of

Grant, and the Restricted Stock Agreement and to perform such party’s obligations thereunder and each of the foregoing documents

is legally enforceable in accordance with their terms.

[Signature page follows]

IN WITNESS WHEREOF,

the parties hereto have caused this Agreement to be executed on the day and year first written above.

LiveXLive, Corp.

By:

/s/ Robert

S. Ellin

Name:

Robert S. Ellin

Title:

CEO

Craig Christensen

/s/ Craig Christensen

(signature)

EXHIBIT A

Description of Consulting Services

● Serve as the Interim Chief Financial Officer

of LiveOne, Inc. (“LiveOne”), PodcastOne, Inc., a majority owned subsidiary of LiveOne (“PodcastOne”), and if

requested by the Company, any other subsidiary of LiveOne or PodcastOne, in each case in a consultant capacity and not be an employee

of LiveOne, PodcastOne or any such subsidiary, in each reporting to Robert Ellin and the Board of Directors and Audit Committee of each

of LiveOne and PodcastOne, as applicable, and such other persons as the Company shall designate, with customary Chief Financial Officer

authority and responsibilities; and

● Provide such other services as the Company shall

reasonably request.

EXHIBIT B

Restricted Stock Agreement

[see attached]

[See Exhibit 10.2 to this Current Report on Form 8-K]

EX-10.2 — NOTICE OF GRANT AND RESTRICTED STOCK AGREEMENT, DATED AS OF APRIL 27, 2026, BETWEEN THE COMPANY AND CRAIG CHRISTENSEN

EX-10.2

Filename: ea028869601ex10-2.htm · Sequence: 3

Exhibit 10.2

LIVEONE, INC.

NOTICE OF GRANT AND RESTRICTED

STOCK AGREEMENT

Subject to the terms and conditions

of this Notice of Grant and Restricted Stock Agreement, dated April 27, 2026 and effective as of May 1, 2026 (the “Effective

Date”), including the attachments hereto (collectively, this “Notice and Agreement”), by and between LiveOne,

Inc. (the “Company”) and Craig Christensen (“Consultant”),

the Company hereby grants Consultant the number of shares of the Company’s restricted common stock, $0.001 par value per share,

as set forth below (the “Shares“):

Consultant:

Craig Christensen

Address:

______________________

Email:

Number of Restricted Shares Granted:

A total of 15,000 Shares subject to vesting as provided in Section 2.2 of the Consulting Agreement (as defined in the Restricted Stock Agreement attached to this Notice of Grant)

Grant Date:

As provided under the Consulting Agreement.

Period of Restrictions Against Transfer

See Section 2 of the attached Restricted Stock Agreement.

By signing below, Consultant

accepts this grant of Shares and hereby represents that he: (i) agrees to the terms and conditions of this Notice and Agreement; (ii)

has reviewed the Notice and Agreement in their entirety, and has had an opportunity to obtain the advice of legal counsel and/or tax advice

with respect thereto; (iii) fully understands and accepts all provisions hereof; (iv) agrees to accept as binding, conclusive, and final

all of the Company’s decisions regarding, and all interpretations of, the Notice and Agreement, subject to the terms hereof; and

(v) agrees to notify the Company upon any change in Consultant’s address indicated above.

AGREED AND ACCEPTED:

Craig Christensen

/s/ Craig Christensen

(signature)

LIVEONE, INC.

RESTRICTED STOCK AGREEMENT

THIS RESTRICTED STOCK AGREEMENT

(this “Agreement”) is dated April 27, 2026 and effective as of May 1, 2026 (the “Effective Date”),

by and between LiveOne, Inc., a Delaware corporation (the “Company”), and Craig

Christensen (the “Grantee” or “Consultant”). Capitalized terms not defined in this Agreement

shall have the meanings set forth in the Consulting Agreement (as defined herein).

RECITALS

WHEREAS, the Grantee is a

consultant to LiveXLive, Corp. (“LiveXLive”), a subsidiary of the Company, and LiveXLive has entered into that certain

Consulting Agreement with the Grantee, dated and effective as of April 27, 2026 (the “Consulting Agreement”);

WHEREAS, the Company desires

to issue shares of its Common Stock to the Grantee pursuant to this Agreement and the terms of the Consulting Agreement; and

WHEREAS, the parties hereto

desire to memorialize in this Agreement the grant of shares of its Common Stock for the reasons set forth above on the terms set forth

herein.

NOW, THEREFORE, for good and

valuable consideration, the receipt of which is hereby acknowledged, the parties hereto agree as follows:

1. Grant of

Shares. The Company hereby grants to the Grantee a total of fifteen thousand (15,000) shares of Common Stock (the

”Shares”), which Shares shall be issued and shall vest in accordance with Section 2.2 of the Consulting

Agreement. The Grantee shall become the record owner of any vested Shares upon such Shares vesting in accordance with the Consulting

Agreement. The Company shall instruct its transfer agent to process such issuance and legend removal within five (5) business days

following the applicable Shares being eligible to be sold in compliance with Rule 144 requirements, subject to Grantee providing to

the Company such documents and information as the Company and/or its transfer agent shall reasonably request. All share amounts

contained in this Agreement are subject to proportionate adjustment for stock splits, stock combinations and other similar

recapitalizations applicable to the Company.

2. Restriction

Against Transfer.

(a) Federal Law

Restrictions on Transfer. The Grantee hereby acknowledges that in addition to the restrictions imposed by

subsection 2(b) below, the following restrictions also apply with respect to the Shares: (i) the Shares held by the Grantee

must be held indefinitely unless registered under the Securities Act of 1933, as amended (the “Act”), or unless,

in the opinion of counsel to the Grantee, which opinion and counsel is reasonably acceptable to the Company, an exemption from such

registration is available; (ii) exemption from registration may not be available or may not permit the Grantee to transfer

Shares in the amounts or at the times proposed by the Grantee; (iii) the Grantee has been advised that Rule 144 promulgated by

the U.S. Securities and Exchange Commission (the “SEC”) under the Act (“Rule 144”), which

provides for certain limited, routine sales of unregistered securities through brokers, may not be available with respect to the

Shares as a result of the Company being a former shell company (as defined under the Act), and in any event, requires that the

Shares be held and fully paid for within the meaning of Rule 144 for a minimum of six (6) months, and possibly longer, before they

may be resold under Rule 144; (iv) the Company is under no obligation to furnish the Grantee any information or opinions to

sell any of the Shares under Rule 144; and (v) in reliance upon the representations of the Grantee set forth in Section 4

below, the Company has not registered the Shares with the SEC under the Act. For the avoidance of doubt, any opinion from nationally

recognized securities counsel shall be deemed reasonably acceptable.

(b) Company Cooperation

and Registration Rights. The Company agrees to reasonably cooperate with Consultant in connection with any proposed sale of

Shares pursuant to Rule 144, including: (i) timely providing any required issuer information; (ii) instructing its transfer agent to

remove restrictive legends upon receipt of customary documentation; and (iii) not unreasonably delaying or withholding any approvals

required for such sales.

Unvested or Vested Shares. The Grantee agrees that he will not transfer, assign, hypothecate, or in any way dispose of any

of the Shares, or any right or interest therein, whether voluntarily or by operation of law, or by gift or otherwise, until such

Shares fully vest and the expiration of the restrictions imposed by this Agreement and the Consulting Agreement except by will or

the laws of descent and distribution with respect to any vested Shares and subject to Grantee’s and such transferee’s

compliance with appliable securities laws (a “Permitted Transfer”). Any purported transfer in violation of any

provision of this Agreement shall be void and not effective and shall not operate to transfer any interest or title to the purported

transferee.

3. Rights

as Shareholder; Dividends.

(a)

The Grantee or any transferee in a Permitted Transfer shall be the record owner of the Shares until such Shares are sold or otherwise

disposed of; provided, however, that the Shares shall not be entitled to the right to vote such Shares or receive any dividends or other

distributions paid until any such Shares become Vested Shares. Notwithstanding the foregoing, any dividends or other distributions shall

be subject to the same restrictions on transferability as the Vested Shares with respect to which they were paid.

(b)

The Company may issue stock certificates or evidence any vested Shares by using a restricted book entry account with the Company’s

transfer agent. Upon request, the Company will deliver to the Grantee, or any transferee in a Permitted Transfer, as soon as reasonably

practicable following such request, a notice of issuance with respect to any Vested Shares.

(c)

If the Grantee forfeits any rights he has under this Agreement in accordance with this Agreement or the Consulting Agreement, the

Grantee shall, on the date of such forfeiture, no longer have any rights as a shareholder with respect to the applicable Shares and shall

no longer be entitled to vote or receive dividends on such Shares.

4. Representations

of Consultant. Consultant represents and warrants to the Company that:

(a) Consultant

acknowledges and understands that (i) the issuance of the Shares will not be registered under the Act, or any other applicable securities

laws; (ii) the issuance of the Shares is intended to be exempt from registration under the Act and any other applicable securities laws

by virtue of certain exemptions thereunder, including Section 4(2) of the Act and regulations promulgated thereunder, and, therefore,

the Shares cannot be resold unless registered under the Act and any other applicable securities laws or unless an exemption from registration

is available; (iii) the Company and its advisors will rely on the representations and warranties of Consultant contained in this Section

for purposes of determining whether the issuance of the Shares is exempt from registration under the Act and any other applicable securities

laws; (iv) the Shares will be characterized as “restricted securities” under the Act; and (v) Consultant is acquiring the

Shares solely for Consultant’s own account for investment purposes and not with a view toward any distribution, except as permitted

under applicable securities laws. In this connection, Consultant represents that Consultant is familiar with Rule 144. Consultant recognizes

(x) the lack of liquidity of the Shares and restrictions upon transferability thereof (e.g., that the undersigned may not be able to sell

or dispose of them or use them as collateral for loans), and (y) the qualifications and backgrounds of the principals of the Company,

among other matters; and

(b) as

of the date of this Agreement and the date of any issuance of the Shares, Consultant (i) has the financial ability to bear the economic

risk of the investment in the Shares, (ii) has adequate means for providing for Consultant’s current needs and contingencies, (iii)

has no need for liquidity with respect to the investment in the Shares, (iv) can afford a complete loss of the investment in the Shares

at this time and in the foreseeable future (v) has had ample opportunity to ask questions of and receive answers from the Company’s

representatives concerning this investment and to obtain any and all documents requested in order to supplement or verify any of the information

supplied; (vi) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks

of an investment in the Shares and of making an informed investment decision with respect thereto, and (vii) is an “accredited investor”

as that term is defined in Rule 501(a) of Regulation D promulgated under the Act.

5. Notices.

All notices required or desired to be given pursuant to this Agreement shall be in writing and shall be personally served (including

by commercial delivery or courier service) or given by mail or facsimile. Any notice given by mail shall be deemed to have

been given and received when seventy-two (72) hours have elapsed from the time such notice was deposited in the United States mails,

certified or registered and first-class postage prepaid, addressed, if intended to a party to this Agreement, at the address set

forth below its signature or to such other address as such party may have designated by like written notice to each of the other

parties from time to time.

6. Refusal to

Transfer. The Company shall not be required: (i) to transfer on its books any Shares that have been sold, given away, or

otherwise transferred in violation of any provision set forth in this Agreement; or (ii) to treat as owner of such Shares or to

accord the right to receive dividends to any purchaser, donee, or other transferee to whom such Shares shall have been so

transferred.

7. Restriction on

Certificates.

(a)

Legends. The Company and the Grantee agree that all certificates representing all Shares of the Company which at any

time are subject to the provisions of this Agreement shall have endorsed upon them legends substantially similar to the following:

THE SECURITIES REPRESENTED BY

THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE

SECURITIES LAWS AND NEITHER SUCH SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED

EXCEPT (1) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (2) PURSUANT

TO AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, IN WHICH CASE

THE HOLDER MUST, PRIOR TO SUCH TRANSFER, FURNISH TO THE COMPANY AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION ARE SATISFACTORY TO THE

COMPANY, THAT SUCH SECURITIES MAY BE OFFERED, SOLD, PLEDGED, ASSIGNED OR OTHERWISE TRANSFERRED IN THE MANNER CONTEMPLATED PURSUANT TO

AN AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS, OR (3) IN ACCORDANCE

WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT, AND BASED ON AN OPINION OF COUNSEL, WHICH COUNSEL AND OPINION

ARE SATISFACTORY TO THE COMPANY, THAT THE PROVISIONS OF REGULATION S HAVE BEEN SATISFIED.

THE SECURITIES REPRESENTED BY

THIS CERTIFICATE MAY BE TRANSFERRED ONLY IN ACCORDANCE WITH THE TERMS OF, AND ARE SUBJECT TO CERTAIN VESTING REQUIREMENTS AS SET FORTH

IN, THAT CERTAIN RESTRICTED STOCK AGREEMENT, BETWEEN THE COMPANY AND THE HOLDER HEREOF, A COPY OF WHICH IS ON FILE WITH THE SECRETARY

OF THE COMPANY.

(b)

Stop Transfer Instructions. The Grantee agrees that in order to ensure compliance with the restrictions referred to

herein, the Company may issue appropriate “stop transfer” instructions to its transfer agent, if any, with respect to such

certificates or instruments and, if the Company transfers its own securities, it may make appropriate notations to the same effect in

its own records.

8. Code Section 83(b)

Election. Grantee acknowledges that he has been informed and is aware of the following income tax consequences

resulting from the receipt and vesting of the Shares:

(a)

Grantee will be taxed on the fair market value of the Shares as and when the restrictions lapse in accordance with the provisions

of this Agreement and any related agreement (such fair market value determined on such vesting dates), unless Grantee files an election

pursuant to Section 83(b) of the Internal Revenue Code (as amended, the “Code”) (and any similar state tax provisions

if applicable). If such an election is made, Grantee will be taxed currently on the full fair market value of the Shares on the

date of their grant. Any such election must be filed by Grantee with the Internal Revenue Service and, if necessary, the proper

state taxing authorities. A form of Election under Section 83(b) is attached hereto. GRANTEE ACKNOWLEDGES THAT IT

IS HIS, HER OR ITS SOLE RESPONSIBILITY AND NOT THE COMPANY’S (i) TO DETERMINE WHETHER OR NOT TO MAKE ANY ELECTION UNDER SECTION

83(b) OF THE CODE, AND (ii) IF GRANTEE DETERMINES TO MAKE ANY SUCH ELECTION, TO TIMELY FILE SUCH ELECTION UNDER SECTION 83(b) OF THE CODE,

EVEN IF GRANTEE ASKS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON HIS, HER OR ITS BEHALF. Grantee must obtain

its own counsel to determine whether Grantee is eligible to make an 83(b) election and Grantee’s compliance with all tax reporting

obligations relating to the Agreement, and the Company makes no representations with regard to any reporting obligations of the Grantee

including the filing of an 83(b) election or the form attached hereto. Company makes no representation or guarantees as to the legalities

of the 83(b) election and any statements expressed herein regarding the election.

(b)

Grantee shall notify the Company immediately in writing in the event Grantee makes an election under Section 83(b) of the Code

(or any successor provision) or corresponding provisions of state or local tax laws with respect to the Shares.

9. General

Provisions.

(a)

Severability. In the event that any of the provisions of this Agreement are held to be unenforceable or invalid by

any court of competent jurisdiction, the validity and enforceability of the remaining provisions shall not be affected thereby.

(b)

Construction. All pronouns used in this Agreement shall be deemed to refer to the masculine, feminine, neuter, singular

or plural as identification of the person or persons, firm or firms, corporation or corporations may require.

Arbitration.

(i)

This Agreement shall be deemed to be made in, and in all respects, shall be interpreted, construed, and governed by and in accordance

with, the laws of the State of California, without regard to conflict of laws rules or provisions. Each of the parties hereby irrevocably

and unconditionally submits to the jurisdiction of all state and federal courts sitting in the City of Los Angeles, State of California,

the venue of the City of Los Angeles, State of California and all actions and proceedings arising out of or relating to this Agreement

that are not resolved by arbitration under subsection (ii) hereof shall be heard and determined in any state or federal court located

in the City of Los Angeles, State of California.

(ii)

Any dispute between the parties arising out of or relating to this Agreement (including any specific agreements contemplated herein)

that cannot be resolved in thirty (30) days through good faith negotiation and discussion among the parties shall be finally settled by

arbitration administered by the Los Angeles, California office of JAMS (the “Administrator”) in accordance with its

then existing commercial arbitration rules and procedures. The arbitration shall be conducted in the City of Los Angeles, State of California,

unless otherwise agreed by the parties in writing. The arbitration shall be conducted in the English language. The arbitration shall be

conducted by a single, neutral arbitrator (“Arbitrator”) selected in accordance with the rules of the Administrator.

The decision or award of the Arbitrator shall be final, binding and incontestable and may be used as a basis for judgment thereon in any

jurisdiction. The arbitration proceeding and all related documents will be confidential, unless disclosure is required by law. The parties

hereby expressly agree to waive the right to appeal from the decision of the Arbitrator. Accordingly, there shall be no appeal to any

court or other authority (government or private) from the decision of the Arbitrator, and the parties shall not dispute nor question the

validity of such decision or award before any regulatory or other authority in any jurisdiction where enforcement action is taken by the

party in whose favor the decision or award is rendered, except in the case the decision or award was procured by fraud. The Arbitrator

shall, within fifteen (15) calendar days after the conclusion of the arbitration hearing, issue a written award and statement of decision

describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. Each

party shall bear its own costs and attorneys’ fees, and the parties shall equally bear the fees, costs, and expenses of the Administrator,

the Arbitrator and the arbitration proceedings; provided, however, that the Arbitrator may exercise discretion to award costs, including

reasonable and necessary attorneys’ fees, to the prevailing party. The parties consent and submit to the exclusive personal jurisdiction

and venue of any state or federal court located in the City of Los Angeles, State of California, to compel arbitration in accordance with

this Agreement, to enforce any arbitration award granted pursuant to this Agreement, including, any award granting equitable or injunctive

relief, and to otherwise enforce this Agreement and carry out the intentions of the parties to resolve all disputes arising under or in

connection with this Agreement through arbitration. Notwithstanding the foregoing, nothing in this Section will restrict either party

from applying to any court of competent jurisdiction for injunctive relief.

(d)

Amendment. No amendment or variation of the terms of this Agreement, with or without consideration, shall be valid

unless made in writing and signed by all of the parties to this Agreement at the time of such amendment.

(e)

Limitation of Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, PUNITIVE

OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO: LOST PROFITS, REVENUE OR SAVINGS; EVEN IF SUCH PARTY

HAS BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF; PROVIDED, HOWEVER, THAT THIS EXCLUSION SHALL NOT APPLY TO

ANY DAMAGES RESULTING FROM THE GROSS NEGLIGENCE, FRAUD OR WILLFUL MISCONDUCT OF COMPANY, CONSULTANT, OR ANY OF THEIR RESPECTIVE AFFILIATES,

MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, REPRESENTATIVES, AFFILIATES AND THEIR RESPECTIVE SUCCESSORS AND

ASSIGNS. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, COMPANY’S AGGREGATE CUMULATIVE LIABILITY HEREUNDER, WHETHER

IN CONTRACT, TORT, NEGLIGENCE, MISREPRESENTATION, STRICT LIABILITY OR OTHERWISE, SHALL NOT EXCEED AN AMOUNT EQUAL TO FIVE (5) WEEKS OF

CASH FEES DUE UNDER SECTION 2 OF THIS AGREEMENT AND THE VALUE OF ANY SHARES VESTED UNDER SECTION 2 OF THE CONSULTING AGREEMENT CALCULATED

AS OF THE DATE OF THIS AGREEMENT; PROVIDED THAT SUCH LIMITATION SHALL NOT APPLY WITH RESPECT TO LIVEXLIVE’S INDEMNIFICATION OBLIGATIONS

UNDER THE CONSULTING AGREEMENT IF REQUIRED UNDER SECTION 10 OF SUCH AGREEMENT. CONSULTANT ACKNOWLEDGES THAT THE COMPENSATION PAID BY IT

UNDER THE CONSULTING AGREEMENT REFLECTS THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT COMPANY WOULD NOT ENTER INTO THIS

AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THIS PARAGRAPH SHALL NOT APPLY TO CONSULTANT WITH RESPECT TO A BREACH OF CONSULTANT’S

CONFIDENTIALITY OBLIGATIONS HEREUNDER OR UNDER THE NDA (AS DEFINED IN THE CONSULTING AGREEMENT) OR CONSULTANT’S OBLIGATIONS UNDER

SECTION 6 OF THE CONSULTING AGREEMENT.

(f)

Inurement. Subject to the restrictions against transfer or assignment contained herein, the provisions of this Agreement

shall inure to the benefit of and shall be binding upon the assigns, successors in interest, personal representatives, estates, heirs,

and legatees of each of the parties. The Grantee agrees that it will not hypothecate or otherwise create or suffer to exist any

lien, claim, or encumbrance upon any of its Shares at any time subject hereto, other than an encumbrance created or permitted by this

Agreement.

(g)

Entire Agreement. This Agreement shall be subject to the terms of the Consulting Agreement and the terms thereof shall

be incorporated herein. This Agreement, the NDA and the Consulting Agreement contain the entire understanding between the parties concerning

the subject matter contained herein. There are no representations, agreements, arrangements, or understandings, oral or written,

between or among the parties, relating to the subject matter of this Agreement, the NDA and the Consulting Agreement which are not fully

expressed herein or therein. In the event that there is any conflict or inconsistency between the terms of this Agreement and the terms

of the Consulting Agreement, the terms of the Consulting Agreement shall govern. In the event that there is any conflict or inconsistency

between the terms of this Agreement and the terms of the NDA, the terms of the NDA shall govern.

(h)

Further Instruments. The parties agree to execute such further instruments and to take such further action as may

be reasonably necessary to carry out the purposes and intent of this Agreement.

(i)

Counterparts; Originals. This Agreement may be executed in multiple counterparts, each of which constitutes an original

and all of which together constitute one and the same instrument. A manually executed counterpart of this Agreement delivered by means

of e-mail as a Portable Document Format file (“.pdf”) (or in any present or future file format intended to preserve the original

graphic and pictorial appearance of a document), or by means of facsimile transmission, constitutes the valid and effective execution

and delivery of this Agreement for all purposes and has the same force and effect for all purposes as the personal delivery of a manually

executed counterpart bearing an original ink signature.

(j)

Authority. Each party represents that such party has the legal right, power, authority, and capacity to enter into this

Agreement, the Notice of Grant, and the Consulting Agreement and to perform such party’s obligations thereunder and each of the

foregoing documents is legally enforceable in accordance with its terms.

[Signature page to follow]

IN WITNESS WHEREOF, the parties

hereto have executed this Agreement on the date and year first above written.

COMPANY:

LiveOne, Inc.

By:

/s/ Robert S. Ellin

Name:

Robert S. Ellin

Title:

CEO & Chairman

GRANTEE:

Craig Christensen

/s/ Craig Christensen

(signature)

Address:

Email:

SECTION 83(b)

TAX ELECTION

This statement is being made

under Section 83(b) of the Internal Revenue Code, pursuant to Treas. Reg. Section 1.83-2.

(1)

Name:

______________________________________________________________________________

Address:

_____________________________________________________________________________

______________________________________________________________________________

Social Security No.: _______________________________

(2)

The property with respect to which the election is being made is ______________ shares of the common stock of LiveOne, Inc., a Delaware corporation (“Shares”).

(3)

The date on which the Shares were acquired is __________________, 2026.

(4)

The taxable year in which the election is being made is the calendar year 20__.

(5)

The property is subject to surrender and cancellation if for any reason the taxpayer ceases to be an employee the issuer prior to specified vesting dates. This restriction lapses in accordance with the terms of an agreement between the company and taxpayer.

(6)

The fair market value at the time of transfer (determined without regard to any restriction other than a restriction which by its terms will never lapse) is $________ per share.

(7)

The amount paid for such property is $ 0 per share.

(8)

A copy of this statement was furnished to LiveOne, Inc. for whom taxpayer rendered the services underlying the transfer of property.

(9)

This statement is executed as of _________________, 2026.

Signature:

________________________________________

Taxpayer

_______________________________________

Taxpayer’s Spouse, if any

NOTE: To make the

election, this form must be filed with the Internal Revenue Service Center with which taxpayer files his/her Federal income tax returns.

It is Consultants responsibility to address any and all legal clarifications and not the Company.

EX-99.1 — PRESS RELEASE, DATED APRIL 28, 2026

EX-99.1

Filename: ea028869601ex99-1.htm · Sequence: 4

Exhibit 99.1

LiveOne (Nasdaq: LVO) and PodcastOne (Nasdaq: PODC) Appoint 25-Year

Finance Executive Craig Christensen as Interim CFO of Each Company to Drive Financial Excellence, Execute M&A Strategy and Scale B2B

and AI Growth

● Christensen is a seasoned CFO and finance executive with

25 years of experience leading financial strategy and operational excellence.

● Has held senior roles at global organizations, where he

built and led high-performance finance teams, supported 20 M&A transactions, including buy-side deals and exits, supported a $122M

public equity offering, and the execution of corporate strategy.

LOS ANGELES, April 28, 2026 -- LiveOne (Nasdaq: LVO), a leading

music, entertainment, and technology platform, and PodcastOne (Nasdaq: PODC), a leading publisher and podcast sales network, today

jointly announced the appointment of Craig Christensen, CPA, as Interim Chief Financial Officer of each company.

“Craig is a proven operator with deep capital markets and M&A

experience,” said Robert Ellin, Chairman and CEO of LiveOne and Executive Chairman of PodcastOne. “As we scale each company’s

acquisition pipeline and expand their B2B and AI initiatives, his leadership will be critical to executing our next phase of growth.”

About LiveOne

Headquartered in Los

Angeles, CA, LiveOne (Nasdaq: LVO) is an award-winning, creator-first, music, entertainment, and technology platform focused on

delivering premium experiences and content worldwide through memberships and live and virtual events. LiveOne’s subsidiaries include

Slacker, PodcastOne (Nasdaq: PODC), PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne, a

dedicated over-the-top application powered by Slacker, is available on iOS, Android, Roku, Apple TV, Spotify, Samsung, Amazon Fire, Android

TV, and through STIRR’s OTT applications. For more information, visit liveone.com and follow us on Facebook, Instagram, TikTok, YouTube and

X at @liveone. For more investor information, please visit ir.liveone.com.

About PodcastOne

PodcastOne (Nasdaq: PODC) is a leading podcast platform that provides creators and advertisers with a comprehensive 360-degree solution

in sales, marketing, public relations, production, and distribution. PodcastOne has surpassed 3.9 billion total downloads with a community

of 200 top podcasters, including Adam Carolla, Kaitlyn Bristowe, Jordan Harbinger, LadyGang, Gals on the Go, A&E’s Cold Case Files,

and Varnamtown. PodcastOne has built a distribution network reaching over 1 billion monthly impressions across all channels, including

YouTube, Spotify, Apple Podcasts, and iHeartRadio. PodcastOne is also the parent company of PodcastOne Pro which offers fully

customizable production packages for brands, professionals, or hobbyists. For more information, visit www.podcastone.com and

LiveOne Forward-Looking Statements

All

statements other than statements of historical facts contained in this press release are “forward-looking statements,” which

may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will

likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”

“intend,” “expect,” “anticipate,” “could,” “believe,” “seek,”

“continue,” “contemplate,” “predict,” “potential,” “target” or the negative

of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties and other factors, which

may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements, including:

LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s ability to consummate

any proposed financing, acquisition, spin-out, special dividend, merger, distribution or transaction, the timing of the consummation

of any such proposed event, including the risks that a condition to the consummation of any such event would not be satisfied within

the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, spin-out, merger, special dividend,

distribution or transaction will not occur or whether any such event will enhance stockholder value; LiveOne’s ability to continue

as a going concern; LiveOne’s ability to attract, maintain and increase the number of its users and paid members; LiveOne identifying,

acquiring, securing and developing content; LiveOne’s ability to implement its announced digital asset treasury strategy and/or

purchase digital assets from time to time pursuant to such strategy, including for the maximum announced amount, and other risks related

to such strategy; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s common stock from time to time under LiveOne’s

announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; LiveOne’s ability

to maintain compliance with certain financial and other debt covenants; LiveOne successfully implementing its growth strategy, including

relating to its technology platforms and applications; management’s relationships with industry stakeholders; LiveOne’s ability

to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions for closing on its announced additional convertible

debentures financing; uncertain and unfavorable outcomes in legal proceedings and/or LiveOne’s ability to pay any amounts due in

connection with any such legal proceedings; significant legal, commercial, regulatory and technical uncertainty and risks related to

Bitcoin, Ethereum and other digital assets; regulatory developments related to digital assets and digital asset markets; changes in economic

conditions; competition; risks and uncertainties applicable to the businesses of LiveOne’s subsidiaries; and other risks, uncertainties

and factors including, but not limited to, those described in LiveOne’s Annual Report on Form 10-K for the fiscal year ended March

31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 15, 2025, Quarterly Report on Form 10-Q

for the quarter ended December 31, 2025, filed with the SEC on February 13, 2025, and in LiveOne’s other filings and submissions

with the SEC. These forward-looking statements speak only as of the date hereof, and LiveOne disclaims any obligation to update these

statements, except as may be required by law. LiveOne intends that all forward-looking statements be subject to the safe-harbor provisions

of the Private Securities Litigation Reform Act of 1995.

PodcastOne Forward-Looking Statements

All

statements other than statements of historical facts contained in this press release are “forward-looking statements,” which

may often, but not always, be identified by the use of such words as “may,” “might,” “will,” “will

likely result,” “would,” “should,” “estimate,” “plan,” “project,” “forecast,”

“intend,” “expect,” “anticipate,” “believe,” “seek,” “continue,”

“target” or the negative of such terms or other similar expressions. These statements involve known and unknown risks, uncertainties

and other factors, which may cause actual results, performance or achievements to differ materially from those expressed or implied by

such statements, including: LiveOne’s reliance on its largest OEM customer for a substantial percentage of its revenue; LiveOne’s

and PodcastOne’s ability to consummate any proposed financing, acquisition, merger, distribution or other transaction, the timing

of the consummation of any such proposed event, including the risks that a condition to the consummation of any such event would not

be satisfied within the expected timeframe or at all, or that the consummation of any proposed financing, acquisition, merger, special

dividend, distribution or transaction will not occur or whether any such event will enhance shareholder value; PodcastOne’s ability

to continue as a going concern; PodcastOne’s ability to attract, maintain and increase the number of its listeners; PodcastOne

identifying, acquiring, securing and developing content; LiveOne’s intent to repurchase shares of its and/or PodcastOne’s

common stock from time to time under LiveOne’s stock repurchase program and the timing, price, and quantity of repurchases, if

any, under the program; LiveOne’s ability to maintain compliance with certain financial and other covenants; PodcastOne successfully

implementing its growth strategy, including relating to its technology platforms and applications; management’s relationships with

industry stakeholders; LiveOne’s ability to repay its indebtedness when due; LiveOne’s ability to satisfy the conditions

for closing on its announced additional convertible debentures financing; LiveOne’s ability to implement its digital assets treasury

strategy and/or purchase digital assets from time to time pursuant to such strategy, including for up to the maximum announced amount,

and other risks related to such strategy; uncertain and unfavorable outcomes in legal proceedings and/or PodcastOne’s and/or LiveOne’s

ability to pay any amounts due in connection with any such legal proceedings; changes in economic conditions; competition; risks and

uncertainties applicable to the businesses of PodcastOne, LiveOne and/or LiveOne’s other subsidiaries; and other risks, uncertainties

and factors including, but not limited to, those described in PodcastOne’s Annual Report on Form 10-K for the fiscal year ended

March 31, 2025, filed with the U.S. Securities and Exchange Commission (the “SEC”) on July 2, 2025, PodcastOne’s Quarterly

Report on Form 10-Q for the fiscal quarter ended December 31, 2025, filed with the SEC on February 13, 2026, and in PodcastOne’s

other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof, and PodcastOne disclaims

any obligation to update these statements, except as may be required by law. PodcastOne intends that all forward-looking statements be

subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.

LiveOne Press Contact:

press@liveone.com

Follow LiveOne on social media: Facebook, Instagram, TikTok, YouTube,

and X at @liveone.

PodcastOne Press Contact:

Paul Manley

pmanley@podcastone.com

Follow PodcastOne on social media: Facebook, Instagram, YouTube,

and X at @podcastone.

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Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

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dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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Namespace Prefix:

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Balance Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

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Namespace Prefix:

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