Form 8-K

8-K — LiveOne, Inc.

Accession: 0001213900-26-118490

Filed: 2026-11-12

Period: 2026-11-12

CIK: 0001491419

SIC: 5812 (RETAIL-EATING PLACES)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — ea0312011-8k_liveone.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED NOVEMBER 12, 2026 (ea031201101ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED NOVEMBER 11, 2026 (ea031201101ex99-2.htm)

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8-K — CURRENT REPORT

8-K (Primary)

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0001491419

2026-11-12

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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):

November 12, 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 2.02 Results of Operations and Financial Condition.

On November 12, 2026, LiveOne,

Inc. (the “Company”) issued a press release announcing its operating and financial highlights and results for the second quarter

and six months ended September 30, 2026. A copy of the press release is attached hereto as Exhibit 99.1.

The information included

herein and in Exhibit 99.1 shall not be deemed “filed” for 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, nor shall it be deemed incorporated

by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except

as expressly set forth by specific reference in such a filing.

Item 7.01 Regulation FD Disclosure.

On November 11, 2026, the

Company issued a press release announcing that it plans to hold a conference call and audio webcast to provide a business update and discuss

its operating and financial results for the second quarter ended September 30, 2026 on November 12, 2026. A copy of the press release

is attached hereto as Exhibit 99.2.

The information included

herein and in Exhibit 99.2 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject

to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange

Act, except as expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number

Description

99.1*

Press release, dated November 12, 2026.

99.2*

Press release, dated November 11, 2026.

104*

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

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.

Date: November 12, 2026

By:

/s/ Robert Ellin

Name:

Robert Ellin

Title:

Chief Executive Officer

EX-99.1 — PRESS RELEASE, DATED NOVEMBER 12, 2026

EX-99.1

Filename: ea031201101ex99-1.htm · Sequence: 2

Exhibit 99.1

LiveOne (Nasdaq: LVO)

Reports H1 Fiscal 2027 Revenue of $37.3M and Audio Division Revenue of $36.3M with Over $7.8M Adjusted EBITDA*

LOS ANGELES, CA, November 12, 2026 -- LiveOne

(Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today its financial results

for the second quarter (“Q2 Fiscal 2027”) and six months (“H1 Fiscal 2027”) ended September 30, 2026 of its fiscal

year ending March 31, 2027 (“Fiscal 2027”). LiveOne will host a conference call and webcast today, November 12, 2026, at 9:00

AM Eastern Time.

Financial Highlights

● Q2

Fiscal 2027 Revenue: $18.0M

● Q2

Fiscal 2027 Adjusted EBITDA*: $(0.7)M

● H1

Fiscal 2027 Revenue: $37.3M

● H1

Fiscal 2027 Adjusted EBITDA*: $3.6M

● Audio

Division Q2 Fiscal 2027 Revenue: $17.6M, and Adjusted EBITDA* of $1.5M

● Revises

Fiscal 2027 guidance to $70–$75 Million in revenue and $10 million+ in Adjusted EBITDA*,

reflecting updated launch timelines from its B2B partners

● Issues

first-time Fiscal 2028 guidance of $100 Million+ in revenue as LiveOne anticipates launching

the largest partnership in its history

● PodcastOne

posted record H1 Fiscal 2027 revenue of $31.5M and record Adjusted EBITDA* of $3.0M

● LiveOne

has extinguished $25M in debt and other liabilities since February 2026 and reduced its senior

debt balance to $9M

Operational

Highlights

● Slacker

Radio Signs Five-Year Partnership with Groove Technology Solutions

● PodcastOne

recently ranked #6 on Podtrac

● Accelerating

AI initiatives across all subsidiaries

● Expanding

M&A pipeline and strategic acquisition opportunities across all subsidiaries

LiveOne’s

CEO and Chairman, Robert Ellin, stated, “The Company is now fully positioned to finish its fiscal year strong and prepared for

anticipated substantial growth next year.”

Fiscal 2027 Earnings Conference Call and Webcast

Date:

Thursday, November 12, 2026

Time:

9:00 am ET (6:00 am PT)

Webcast Link:

https://events.q4inc.com/attendee/685425699

Dial-in:

(833) 461-5787

International Dial-in:

+44 808 196 8935

Meeting ID:

685 425 699

Q2 Fiscal 2027 vs Q2 Fiscal 2026 and

H1 Fiscal 2027 vs H1 Fiscal 2026 Results Summary (in $000’s, except per share; unaudited)

Three Months Ended

Six Months Ended

September 30,

2026

2025

2026

2025

Revenue

$ 17,966

$ 18,762

$ 37,316

$ 37,969

Operating loss

$ (4,394 )

$ (4,569 )

$ (8,070 )

$ (8,602 )

Total other income (expense)

$ (1,206 )

$ (1,096 )

$ (620 )

$ (927 )

Net loss

$ (5,605 )

$ (5,705 )

$ (8,703 )

$ (9,569 )

Adjusted EBITDA*

$ (719 )

$ (1,018 )

$ 3,594

$ (2,829 )

Net loss per share basic and diluted

$ (0.37 )

$ (0.52 )

$ (0.59 )

$ (0.98 )

Q2 Fiscal 2027 Results Summary Discussion

For Q2 Fiscal 2027, LiveOne posted revenue

of $18.0 million versus $18.8 million in the same period in the prior year, driven primarily by a decrease in Slacker revenue.

Q2 Fiscal 2027 Operating Loss was ($4.4) million

compared to a ($4.6) million Operating Loss in the second quarter ended September 30, 2025 (“Q2 Fiscal 2026”). The $0.2 million

improvement in Operating Loss was largely a result of increased margins from Slacker.

Q2 Fiscal 2027 Adjusted EBITDA* was $(0.7)

million, as compared to Q2 Fiscal 2026 Adjusted EBITDA* of ($1.0) million, an increase of $0.3 million. Q2 Fiscal 2027 Adjusted EBITDA*

was comprised of Audio Division Adjusted EBITDA* of $1.5 million, Other Operations Adjusted EBITDA* of ($0.3) million and Corporate Adjusted

EBITDA* of ($1.9) million.

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 and live and virtual events. LiveOne’s subsidiaries include Slacker, PodcastOne

(Nasdaq: PODC), PPVOne, Custom Personalization Solutions, LiveXLive and DayOne Music Publishing. LiveOne 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 Twitter at @liveone. For more investor information, please visit ir.liveone.com.

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 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 under its senior secured debentures and potential effects on PodcastOne of LiveOne’s non-compliance; 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 subsidiaries, including PodcastOne, obligations under LiveOne’s senior

secured debentures as a result of such subsidiaries, including PodcastOne, having entered into a Subsidiary Guarantee and related Security

Agreement with the holders of such debentures, which debentures are secured by all of the assets of LiveOne, PodcastOne and their respective

subsidiaries; 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 and/or PodcastOne’s ability to pay any amounts due in connection with

any such legal proceedings; significant legal, commercial, regulatory and technical uncertainty; 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, 2026, filed with the

U.S. Securities and Exchange Commission (the “SEC”) on June 29, 2026, Quarterly Report on Form 10-Q for the quarter ended June

30, 2026, filed with the SEC on August 14, 2026, 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.

Use of Non-GAAP Financial Measures*

To supplement our consolidated financial statements,

which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America (“GAAP”),

we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization (“Adjusted EBITDA”),

which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended

to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance

measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our

cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted

EBITDA to evaluate the performance of our operating segments. We believe that information about these non-GAAP financial measures assists

investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect

operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported

results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance

measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly,

Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other

measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted

EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Contribution Margin (Loss) is defined as Revenue less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation,

and (c) amortization of developed technology. Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax

expense, depreciation and amortization and before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs,

(b) legal, accounting and other professional fees directly attributable to acquisition activity, (c) employee severance payments and third

party professional fees directly attributable to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated

with legal settlements or reserves for legal settlements in the period that pertain to historical matters that existed at acquired companies

prior to their purchase date and a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19,

and (e) certain stock-based compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected quarter, six-month

and full Fiscal 2027 Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability,

complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves

excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant,

impact on our future GAAP financial results.

For more information on these non-GAAP financial

measures, please see the tables entitled “Reconciliation of Non-GAAP Measure to GAAP Measure” included at the end of this release.

LiveOne Press Contact:

press@liveone.com

LiveOne Investor Relations Contact:

IR@liveone.com

Follow LiveOne on social media: Facebook,

Instagram, TikTok, YouTube, and X at @liveone.

Financial Information

The tables below present

financial results for the three and six months ended September 30, 2026 and 2025.

LiveOne, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share amounts)

Three Months Ended

Six Months Ended

September 30,

2026

2025

2026

2025

Revenue:

$ 17,966

$ 18,762

$ 37,316

$ 37,969

Operating expenses:

Cost of sales

15,480

16,166

30,890

32,991

Sales and marketing

908

870

1,832

2,131

Product development

890

442

1,864

1,376

General and administrative

4,986

5,707

10,525

9,782

Amortization of intangible assets

146

275

291

Total operating expenses

22,360

23,331

45,386

46,571

Loss from operations

(4,394 )

(4,569 )

(8,070 )

(8,602 )

Other income (expense):

Interest expense, net

(1,620 )

(1,003 )

(2,252 )

(1,690 )

Change in fair value of digital assets

(35 )

Other income (expense)

414

(172 )

1,667

684

Total other income (expense), net

(1,206 )

(1,096 )

(620 )

(927 )

Loss before provision for income taxes

(5,600 )

(5,665 )

(8,690 )

(9,529 )

Provision for income taxes

Net loss

(5,605 )

(5,705 )

(8,703 )

(9,569 )

Net loss attributable to non-controlling interest

(769 )

(163 )

(1,275 )

(434 )

Net loss attributed to LiveOne

$ (4,836 )

$ (5,542 )

$ (7,428 )

$ (9,135 )

Net loss per share – basic and diluted*

$ (0.37 )

$ (0.52 )

$ (0.59 )

$ (0.98 )

Weighted average common shares – basic and diluted*

13,745,268

11,170,612

13,517,646

10,048,453

LiveOne, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

September 30,

March 31,

2026

(Audited)

Assets

Current Assets

Cash and cash equivalents

$ 7,483

$ 5,353

Restricted cash

Accounts receivable, net

8,435

8,437

Inventories

656

685

Prepaid expense and other current assets

3,407

2,273

Total Current Assets

20,011

16,778

Property and equipment, net

3,157

3,297

Goodwill

21,712

Intangible assets, net

1,641

1,916

Intangible digital assets

2,943

Other assets

177

229

Total Assets

$ 46,698

$ 46,875

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities

Accounts payable and accrued liabilities

$ 32,859

$ 27,719

Accrued royalties

1,910

3,475

Notes payable, current portion

Convertible note, current portion

13,693

2,900

Deferred revenue

897

1,789

Senior secured line of credit

Total Current Liabilities

49,359

35,883

Notes payable, net

149

Lease liabilities, noncurrent

134

Convertible note, noncurrent

11,689

Other long-term liabilities

5,591

11,351

Deferred income taxes

Total Liabilities

55,294

59,267

Commitments and Contingencies (Note 14)

Stockholders’ Equity (Deficit)

Preferred stock, $0.001 par value; 10,000,000 shares authorized; 8,695 and 8,438 shares issued and outstanding as of December 31, 2023 and March 31, 2023, respectively

8,960

8,438

Common stock, $0.001 par value; 500,000,000 shares authorized; 13,853,682 and 12,386,350 shares issued and outstanding as of September 30, 2025 and March 31, 2025, net of treasury shares, respectively*

Additional paid in capital*

269,809

259,122

Treasury stock*

(849 )

Accumulated deficit

(295,220 )

(287,270 )

Total LiveOne Stockholders’ Deficit

(17,287 )

(20,547 )

Non-controlling interest

8,691

8,155

Total stockholders’ deficit

(8,596 )

(12,392 )

Total Liabilities and Stockholders’ Deficit

$ 46,698

$ 46,875

LiveOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Adjusted EBITDA* Reconciliation (Unaudited)

(In thousands)

Non-

Stock-Based

Recurring

Net

Depreciation

Compensation

Acquisition and

Other

(Benefit)

Income

and

Employees

Third-Party

Realignment

(Income)

Provision

Adjusted

(Loss)*

Amortization*

& Directors*

Service *

Costs(1)*

Expense(2)*

for Taxes*

EBITDA*

Three Months Ended September 30, 2026

Operations – PodcastOne

$ (479 )

$ 80

$ 221

$ 1,510

$ 45

$ -

$ 1,377

Operations – Slacker

(1,599 )

792

350

551

Operations – Other

(144 )

(85 )

(217 )

Corporate

(3,383 )

114

623

655

(1,973 )

Total

$ (5,605 )

$ 787

$ 347

$ 2,483

$ 58

$ 1,206

$ 5

$ (719 )

Three Months Ended September 30, 2025

Operations – PodcastOne

$ (975 )

$ 131

$ 1,930

$ -

$ 1,086

Operations – Slacker

(716 )

(29 )

317

(397 )

Operations – Other

(1,035 )

572

101

(264 )

Corporate

(2,979 )

(310 )

1,128

678

(1,443 )

Total

$ (5,705 )

$ 223

$ 2,163

$ -

$ 1,165

$ 1,096

$ 40

$ (1,018 )

Non-

Stock-Based

Recurring

Net

Depreciation

Compensation

Acquisition and

Other

(Benefit)

Income

and

Employees

Third-Party

Realignment

(Income)

Provision

Adjusted

(Loss)*

Amortization*

& Directors*

Service *

Costs(1)*

Expense(2)*

for Taxes*

EBITDA*

Six Months Ended September 30, 2026

Operations – PodcastOne

$ (2,036 )

$ 244

$ 285

$ 4,342

$ 118

$ -

$ 2,953

Operations – Slacker

1,596

4,007

(838 )

4,805

Operations - Other

(614 )

(37 )

(607 )

Corporate

(6,077 )

182

335

539

1,451

(3,557 )

Total

$ (8,703 )

$ 1,803

$ 511

$ 8,693

$ 657

$ 620

$ 13

$ 3,594

Six Months Ended September 30, 2025

Operations – PodcastOne

$ (2,029 )

$ 283

$ 3,395

$ -

$ 17

$ -

$ 1,666

Operations – Slacker

(499 )

100

(8 )

(243 )

(587 )

Operations - Other

(2,026 )

129

753

130

(979 )

Corporate

(5,015 )

(592 )

1,597

1,040

(2,929 )

Total

$ (9,569 )

$ 513

$ 3,619

$ -

$ 1,641

$ 927

$ 40

$ (2,829 )

(1) Other Non-Operating and Non-Recurring Costs include outside legal, accounting and other professional fees directly attributable to

acquisition activity in the period, in addition to certain non-recurring expenses associated with legal settlements or reserves for legal

settlements in the period that pertain to historical matters that existed at certain acquired companies prior to their purchase date and

non-recurring employee severance payments.

(2) Other (income) expense above primarily includes interest expense, net and change in fair value of derivative liabilities. These are

included in the statement of operations in other income (expense) and are an add back to net loss above in the reconciliation of Adjusted

EBITDA* to loss.

LiveOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin*

Reconciliation (Unaudited)

(In thousands)

Three Months Ended

Six Months Ended

September 30,

2026*

2025*

2026*

2025*

Revenue:

$ 17,966

$ 18,762

$ 37,316

$ 37,969

Less:

Cost of sales

(15,480 )

(16,166 )

(30,890 )

(32,991 )

Amortization of developed technology

(774 )

(155 )

(1,492 )

(367 )

Gross Profit

1,712

2,441

4,934

4,611

Add back:

Share-based compensation

1,321

1,107

6,218

2,126

Depreciation

Developed technology

774

155

1,492

367

Contribution Margin*

$ 3,810

$ 3,706

$ 12,649

$ 7,130

* See the definition of Contribution Margin under “About

Non-GAAP Financial Measures” within this release.

EX-99.2 — PRESS RELEASE, DATED NOVEMBER 11, 2026

EX-99.2

Filename: ea031201101ex99-2.htm · Sequence: 3

Exhibit 99.2

LiveOne (Nasdaq: LVO) to Report Second

Quarter Fiscal 2027 Financial Results on November 12, 2026

Management to host

conference call and webcast to discuss the results at 9:00 am ET on that day

LOS ANGELES, CA, November 11, 2026 - LiveOne

(Nasdaq: LVO), an award-winning, creator-first music, entertainment, and technology platform, announced today its planned earnings release

date and conference call timing for its second quarter (“Q2 Fiscal 2027”) of its fiscal year ending March 31, 2027 (“Fiscal

2027”).

LiveOne plans to announce its full operating

and financial results for Q2 Fiscal 2027 and host an investor webcast to discuss the results and provide a business update on Thursday,

November 12th, 2026 at 9:00 am Eastern Time (6:00 am Pacific Time).

To access the conference call or webcast,

please use the following information:

Date:

Thursday, November 12, 2026

Time:

9:00 am ET (6:00 am PT)

Webcast Link:

https://events.q4inc.com/attendee/685425699

Dial-in:

(833) 461-5787

International Dial-in:

+44 808 196 8935

Conference Code:

685 425 699

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 and live and virtual events. LiveOne's subsidiaries include Slacker, PodcastOne (Nasdaq: PODC), PPVOne, Custom Personalization

Solutions, LiveXLive and DayOne Music Publishing. LiveOne 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 Twitter at @liveone. For more investor information, please visit ir.liveone.com.

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 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 under its senior secured debentures and potential effects on PodcastOne

of LiveOne's non-compliance; 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 subsidiaries,

including PodcastOne, obligations under LiveOne's senior secured debentures as a result of such subsidiaries, including PodcastOne, having

entered into a Subsidiary Guarantee and related Security Agreement with the holders of such debentures, which debentures are secured by

all of the assets of LiveOne, PodcastOne and their respective subsidiaries; 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 and/or

PodcastOne's ability to pay any amounts due in connection with any such legal proceedings; significant legal, commercial, regulatory and

technical uncertainty; 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, 2026, filed with the U.S. Securities and Exchange Commission (the "SEC") on June

29, 2026, Quarterly Report on Form 10-Q for the quarter ended June 30, 2026, filed with the SEC on August 14, 2026, 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.

Use of Non-GAAP Financial Measures*

To supplement our consolidated financial statements,

which are prepared and presented in accordance with the accounting principles generally accepted in the United States of America ("GAAP"),

we present Contribution Margin (Loss) and Adjusted Earnings Before Interest Tax Depreciation and Amortization ("Adjusted EBITDA"),

which are non-GAAP financial measures, as measures of our performance. The presentation of these non-GAAP financial measures is not intended

to be considered in isolation from, or as a substitute for, or superior to, operating loss and or net income (loss) or any other performance

measures derived in accordance with GAAP or as an alternative to net cash provided by operating activities or any other measures of our

cash flows or liquidity.

We use Contribution Margin (Loss) and Adjusted

EBITDA to evaluate the performance of our operating segment. We believe that information about these non-GAAP financial measures assists

investors by allowing them to evaluate changes in the operating results of our business separate from non-operational factors that affect

operating income (loss) and net income (loss), thus providing insights into both operations and the other factors that affect reported

results. Adjusted EBITDA is not calculated or presented in accordance with GAAP. A limitation of the use of Adjusted EBITDA as a performance

measure is that it does not reflect the periodic costs of certain amortizing assets used in generating revenue in our business. Accordingly,

Adjusted EBITDA should be considered in addition to, and not as a substitute for operating income (loss), net income (loss), and other

measures of financial performance reported in accordance with GAAP. Furthermore, this measure may vary among other companies; thus, Adjusted

EBITDA as presented herein may not be comparable to similarly titled measures of other companies.

Contribution Margin (Loss) is defined as Revenue

less Cost of Sales before (a) Cost of Sales share-based compensation expense, (b) depreciation, and (c) amortization of developed technology.

Adjusted EBITDA is defined as earnings before interest, other (income) expense, income tax expense, depreciation and amortization and

before (a) non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, (b) legal, accounting and other professional

fees directly attributable to acquisition activity, (c) employee severance payments and third party professional fees directly attributable

to acquisition or corporate realignment activities, (d) certain non-recurring expenses associated with legal settlements or reserves for

legal settlements in the period that pertain to historical matters that existed at acquired companies prior to their purchase date and

a one-time minimum guarantee to effectively terminate a live events distribution agreement post COVID-19, and (e) certain stock-based

compensation expense. Management does not consider these costs to be indicative of our core operating results.

With respect to projected quarterly or full

2027 fiscal year Adjusted EBITDA, a quantitative reconciliation is not available without unreasonable efforts due to the high variability,

complexity and low visibility with respect to purchase accounting adjustments, acquisition-related charges and legal settlement reserves

excluded from Adjusted EBITDA. We expect that the variability of these items to have a potentially unpredictable, and potentially significant,

impact on our future GAAP financial results.

LiveOne Press Contact:

press@liveone.com

Investor Relations:

IR@liveone.com

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