CEO & Chairman Ellin Robert S converted options into 1,500,000 shares (SEC Form 4)
$LVO
Restaurants
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
LiveOne, Inc. [ LVO ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock, $0.001 par value | 07/15/2025 | C(1) | 1,500,000 | A | $1.5 | 21,879,952 | I | See footnotes(4)(5)(6)(7)(8) | ||
| Common Stock, $0.001 par value | 2,089,666 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Perpetual Convertible Preferred Stock | $1.5(1) | 07/15/2025 | C | 2,250(1)(2) | (2) | (2) | Common Stock, $0.001 par value | 1,500,000(1) | (1)(2) | 2,073.23 | I | See footnote(6)(7))(8) | |||
| Warrant | $0.01(3) | 07/15/2025 | J | 1,500,000(3) | (3) | (3) | Common Stock, $0.001 par value | 1,500,000 | (3) | 1,500,000 | I | See footnote(6)(7))(8) | |||
| Explanation of Responses: |
| 1. On July 15, 2025, Issuer entered into a letter agreement (the "Letter Agreement") with Trinad Capital Master Fund Ltd. ("Trinad Capital"), a fund controlled by the Reporting Person, Issuer's Chief Executive Officer, Chairman, director and principal stockholder, and a holder of Issuer's Series A Perpetual Convertible Preferred Stock (the "Series A Preferred Stock"). Pursuant to the Letter Agreement, Trinad Capital converted 2,250 shares of Series A Preferred Stock into 1,500,000 shares of Issuer's common stock at a price of $1.50 per share |
| 2. The Series A Preferred Stock is convertible at any time at Trinad Capital's option into shares of Issuer's common stock at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, which initially shall be paid in kind as provided in the Certificate of Designation, is perpetual and has no expiration date. The Series A Preferred Stock has a stated value of $1,000 per share. |
| 3. Warrant was issued in connection with the Letter Agreement. The Warrant is exercisable at any time at the option of the Reporting Person at a price of $0.01 per share and expires on July 15, 2028. |
| 4. Includes (i) 9,890,922 shares of Issuer's common stock owned by Trinad Capital as of July 15, 2025, as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 716,216 shares of Issuer's common stock owned by Trinad Capital Management, LLC ("Trinad Management") as of July 15, 2025, as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,817,810 shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of July 15, 2025, an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 5) |
| 5. (continued from footnote 4), (iv) approximately 987,252 shares of Issuer's common stock issuable as of July 15, 2025 upon conversion of the Series A Preferred Stock held by Trinad Capital (including the dividend to be paid in kind and accrued as of July 15, 2025 (after the conversion reported herein)), which Trinad Capital has the right to convert at the conversion price of $2.10 per share, and (v) 666,667 stock options to purchase shares of Issuer's common stock at an exercise price of $4.00 per share. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person. |
| 6. Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
| 7. Does not include (i) shares of Issuer's common stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power, and (ii) 88,660 restricted stock units that shall vest on September 7, 2026, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from Issuer. |
| 8. The Reporting Person is the Managing Director and Portfolio Manager of Trinad Capital and is deemed to have sole voting and dispositive power over, and accordingly is deemed to have beneficial ownership of, the reported securities. |
| /s/ Robert S. Ellin | 07/17/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||