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Form 8-K

sec.gov

8-K — LiveOne, Inc.

Accession: 0001213900-26-071315

Filed: 2026-06-24

Period: 2026-06-24

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 — ea0295772-8k_liveone.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 24, 2026 (ea029577201ex99-1.htm)

EX-99.2 — PRESS RELEASE, DATED JUNE 17, 2026 (ea029577201ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0295772-8k_liveone.htm · Sequence: 1

false

0001491419

0001491419

2026-06-24

2026-06-24

iso4217:USD

xbrli:shares

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xbrli:shares

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):

June 24, 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 June 24, 2026, LiveOne,

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

and fiscal year ended March 31, 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

June 17, 2026, the Company issued a press release announcing that it plans to hold an investor audio webcast to provide a business update

and discuss its operating and financial results for the fourth quarter and fiscal year ended March 31, 2026 on June 24, 2026. A copy of

the press release is attached hereto as Exhibit 99.2.

The

information included in this Item 7.01 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 June 24, 2026.

99.2*

Press release, dated June 17, 2026.

104*

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

*

Furnished herewith.

1

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: June 24, 2026

By:

/s/ Craig Christensen

Name:

Craig Christensen

Title:

Interim Chief Financial Officer

2

EX-99.1 — PRESS RELEASE, DATED JUNE 24, 2026

EX-99.1

Filename: ea029577201ex99-1.htm · Sequence: 2

Exhibit 99.1

LiveOne (Nasdaq: LVO) Delivers Strong Fiscal

2026 Performance with $77.1M Revenue; Audio Division Drives

Growth with $73.5M Revenue and $6.1M+ Adjusted EBITDA*; Raises Fiscal 2027

Outlook

Q4

Momentum Continues with $18.9M Revenue; Audio Division Generates $18.3M Revenue and $2.4M Adjusted EBITDA*

● Increased

fiscal 2027 guidance to $85M–$95M+ in revenue and $8M–$10M+ in Adjusted EBITDA*,

excluding corporate overhead, reflecting strong confidence in continued growth

● Achieved

a 52% year-over-year reduction in operating expenses through aggressive AI-driven efficiencies

and a streamlined workforce from 350 to 88 employees

● Expanded

stock repurchase program by over $7M, with approximately $5M remaining, underscoring commitment

to shareholder value

● Strengthened

B2B partnerships with industry leaders including AT&T, Vizio, Samsung, and LG, with another

major strategic partner expected this quarter, reaching over 50 million monthly members

● Built

a robust pipeline of more than 100 B2B potential opportunities across key verticals including

automotive, CTV, mobile, retail, loyalty, media, and technology

● Accelerated

AI monetization initiatives leveraging 250,000 hours of video, over 500,000 audio assets,

and more than 1 billion tokens through strategic partnerships this quarter

● Positioned

for continued expansion with a highly accretive acquisition expected to close this quarter

and ongoing evaluation of additional M&A opportunities

● Positioned

to continue eliminating $15M+ of liabilities with equity

Los Angeles, CA, June 24, 2026 – LiveOne

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

today its financial results for the fourth quarter (“Q4 Fiscal 2026”) and fiscal year ended March 31, 2026 (“Fiscal

2026”). LiveOne will host a conference call and webcast today, June 24, 2026.

Financial Highlights

Q4 Fiscal 2026 Revenue: $18.9M

Q4 Fiscal 2026 Adjusted EBITDA*: $0.3M

Audio Division Q4 Fiscal 2026 Revenue: $18.3M, maintaining positive segment Adjusted EBITDA* of $2.4M

LiveOne acquired additional 906K shares of PodcastOne shares at average price of $1.98 per share during Fiscal 2026

LiveOne’s CEO and Chairman, Robert Ellin,

stated, “Our fourth quarter results reflect strong execution and profitable growth, highlighted by sustained momentum in our Audio

Division business and the scalability of our platform. Our continued share repurchases at attractive valuations underscore management’s

conviction in the long-term value we are building for shareholders.”

Fiscal 2027 Guidance

LiveOne raises guidance for Fiscal 2027 for revenues

to increase to $85-$95+ million and drive expected Adjusted EBITDA* of $8-10+ million (Excluding Corporate Overhead).

Q4 Fiscal 2026 Earnings Conference Call and Webcast

Date:

Wednesday, June 24, 2026

Time:

10:30 AM Eastern Time (7:30 AM Pacific Time)

Webcast Link:

https://events.q4inc.com/analyst/325286508?pwd=Q1KC0pEx

Dial-in:

(833) 461-5787

International Dial-in:

+44 808 196 8935

Conference Code:

325 286 508

Q4 Fiscal 2026 & Fiscal 2026 and Q4

Fiscal 2025 & Fiscal 2025 Results Summary (in $000’s, except per share; unaudited)

Three Months Ended

March 31,

Year Ended

March 31,

2026

2025

2026

2025

Revenue

$ 18,919

$ 19,288

$ 77,144

$ 114,405

Operating income (loss)

$ (4,927 )

$ (10,758 )

$ (15,480 )

$ (18,057 )

Total other income (expense)

$ (2,678 )

$ 162

$ (5,743 )

$ (2,498 )

Net income (loss)

$ (7,579 )

$ (10,836 )

$ (21,253 )

$ (20,370 )

Adjusted EBITDA*

$ 298

$ (488 )

$ (922 )

$ 8,384

Net income (loss) per share, basic and diluted

$ (0.65 )

$ (1.10 )

$ (1.91 )

$ (1.97 )

Q4 Fiscal 2026 Results Summary Discussion

For Q4 Fiscal 2026, LiveOne posted revenue of

$18.9 million versus $19.3 million in the same period in the prior year, driven primarily by reductions in Slacker revenues.

Q4 Fiscal 2026 Operating Loss was ($4.9) million

compared to a ($10.8) million Operating Loss in the fourth quarter ended March 31, 2025 (“Q4 Fiscal 2025”). The $5.9 million

improvement in Operating Loss was largely a result of reductions in impairment expense. LiveOne recorded a $7.7 million impairment expense

within its Audio Division in Q4 Fiscal 2025.

Q4 Fiscal 2026 Adjusted EBITDA* was $0.3 million,

as compared to Q4 Fiscal 2025 Adjusted EBITDA* of ($0.5) million, an increase of $0.8 million. Q4 Fiscal 2026 Adjusted EBITDA* was comprised

of Audio Division Adjusted EBITDA* of $2.4 million, Other Operations Adjusted EBITDA* of ($1.4) million and Corporate Adjusted EBITDA*

of ($0.7) million.

About LiveOne

Headquartered in Los

Angeles, CA, LiveOne (Nasdaq:

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.

2

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, 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.

* About 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.

3

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 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

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

and X at @liveone.

4

Financial Information

The tables below present financial results for

the three and twelve months ended March 31, 2026 and 2025.

LiveOne, Inc.

Consolidated Statements of Operations (Unaudited)

(In thousands, except share and per share

amounts)

Three

Months Ended

Year

Ended

March

31,

March

31,

2026

2025

2026

2025

Revenue:

$ 18,919

$ 19,288

$ 77,144

$ 114,405

Operating

expenses:

Cost

of sales

15,424

13,344

64,865

85,241

Sales

and marketing

840

1,711

4,040

6,396

Product

development

715

1,129

2,402

4,475

General

and administrative

6,686

5,715

20,664

22,746

Impairment

of intangible assets

-

7,674

-

11,657

Amortization

of intangible assets

181

473

653

1,947

Total

operating expenses

23,846

30,046

92,624

132,462

Loss

from operations

(4,927 )

(10,758 )

(15,480 )

(18,057 )

Other

income (expense):

Interest

expense, net

(1,212 )

-

(3,894 )

(2,712 )

Change

in fair value of digital assets

(834 )

-

(2,057 )

-

Other

income (expense)

(632 )

162

208

214

Total

other income (expense), net

(2,678 )

162

(5,743 )

(2,498 )

Loss

before provision (benefit) for income taxes

(7,605 )

(10,596 )

(21,223 )

(20,555 )

Provision

(benefit) for income taxes

(26 )

240

30

(185 )

Net

loss

(7,579 )

(10,836 )

(21,253 )

(20,370 )

Net

loss attributable to non-controlling interest

185

(410 )

(288 )

(1,661 )

Net

loss attributed to LiveOne

$ (7,764 )

$ (11,246 )

$ (20,965 )

$ (18,709 )

Net

loss per share – basic and diluted

$ (0.65 )

$ (1.10 )

$ (1.91 )

$ (1.97 )

Weighted

average common shares – basic and diluted

11,606,816

9,876,542

10,983,850

9,504,124

5

LiveOne, Inc.

Consolidated Balance Sheets (Unaudited)

(In thousands)

March

31,

March

31,

2026

2025

Assets

Current Assets

Cash

and cash equivalents

$ 5,353

$ 4,119

Restricted

cash

30

30

Accounts

receivable, net

8,437

8,299

Inventories

685

1,586

Prepaid

expense and other current assets

2,273

1,212

Total

Current Assets

16,778

15,246

Property

and equipment, net

3,297

893

Goodwill

21,712

21,712

Intangible

assets, net

1,916

2,569

Digital

assets

2,943

-

Other

assets

229

97

Total

Assets

$ 46,875

$ 40,517

Liabilities,

Mezzanine Equity and Stockholders’ Deficit

Current

Liabilities

Accounts

payable and accrued liabilities

$ 27,759

$ 25,180

Accrued

royalties

3,475

5,490

Notes

payable, current portion

-

623

Senior

secured revolving line of credit, net

-

2,950

Deferred

revenue

1,789

2,141

Convertible

note, current portion

2,900

-

Total

Current Liabilities

35,923

36,384

Notes

payable, net

149

150

Convertible

note, noncurrent

11,689

-

Lease

liabilities, noncurrent

134

99

Other

long-term liabilities

11,351

12,236

Deferred

income taxes

61

60

Total

Liabilities

59,307

48,929

Commitments

and Contingencies

Stockholders’

Deficit

Preferred

stock, $0.001 par value; 10,000,000 shares authorized; 8,438 and 14,002 shares issued and outstanding as of March 31, 2026 and 2025,

respectively

8,438

14,002

Common stock, $0.001

par value; 500,000,000 shares authorized; 12,276,978 issued and outstanding as of March 31, 2026; 9,672,451 shares issued and outstanding

as of March 31, 2025

12

10

Additional

paid in capital*

259,122

233,582

Treasury

stock*

(849 )

(250 )

Accumulated

deficit

(287,310 )

(265,119 )

Total

LiveOne’s Stockholders’ Deficit

(20,587 )

(17,775 )

Non-controlling

interest

8,155

9,363

Total

equity (deficit)

(12,432 )

(8,412 )

Total

Liabilities, Mezzanine Equity and Stockholders’ Deficit

$ 46,875

$ 40,517

6

LiveOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Adjusted EBITDA* Reconciliation (Unaudited)

(In thousands)

Non-

Recurring

Net

Depreciation

Employee

Other

Acquisition

and

Other

(Benefit)

Income

and

Stock-Based

Stock-Based

Realignment

(Income)

Provision

Adjusted

(Loss)*

Amortization*

Compensation*

Compensation*

Costs

(1)*

Expense

(2)*

for

Taxes*

EBITDA*

Three

Months Ended March 31, 2026

Operations

– PodcastOne

$ (461 )

$           167

$          355

$              1,753

$          38

$ 1

$      -

$ 1,853

Operations

– Slacker

(1,935 )

555

1

302

-

1,634

-

557

Operations

– Other

(1,507 )

54

27

475

-

(426 )

(26 )

(1,403 )

Corporate

(3,676 )

-

1,204

107

187

1,469

-

(709 )

Total

$ (7,579 )

$ 776

$ 1,587

$ 2,637

$ 225

$ 2,678

$ (26 )

$ 298

Three

Months Ended March 31, 2025

Operations

– PodcastOne

$ (2,336 )

$ 470

$ 267

$ 432

$ 3

$ -

$ 12

$ (1,152 )

Operations

– Slacker

(2,786 )

5,761

(144 )

167

45

132

-

3,175

Operations

– Other

(4,073 )

2,802

79

69

18

33

1

(1,071 )

Corporate

(1,641 )

-

(28 )

(109 )

438

(327 )

227

(1,440 )

Total

$ (10,836 )

$ 9,033

$ 174

$ 559

$ 504

$ (162 )

$ 240

$ (488 )

Non-

Recurring

Net

Depreciation

Employee

Other

Acquisition

and

Other

(Benefit)

Income

and

Stock-Based

Stock-Based

Realignment

(Income)

Provision

Adjusted

(Loss)*

Amortization*

Compensation*

Compensation*

Costs

(1)*

Expense

(2)*

for

Taxes*

EBITDA*

Year Ended March 31, 2026

Operations – PodcastOne

$ (2,644 )

$ 616

$ 1,654

$ 6,557

$ 120

$ 2

$ -

$ 6,305

Operations – Slacker

(3,063 )

767

(126 )

560

(8 )

1,691

-

(179 )

Operations – Other

(3,787 )

242

176

1,108

35

(256 )

(26 )

(2,507 )

Corporate

(11,759 )

1

1,273

(682 )

2,262

4,306

56

(4,542 )

Total

$ (21,253 )

$ 1,626

$ 2,978

$ 7,544

$ 2,409

$ 5,743

$ 30

$ (923 )

Year Ended March 31, 2025

Operations – PodcastOne

$ (6,458 )

$ 1,671

$ 2,671

$ 1,544

$ 47

$ -

$ 24

$ (501 )

Operations – Slacker

3,570

11,875

561

722

244

1,707

-

18,679

Operations – Other

(8,166 )

3,430

1,361

(474 )

640

123

1

(3,085 )

Corporate

(9,316 )

5

254

1,004

886

668

(210 )

(6,709 )

Total

$ (20,370 )

$ 16,981

$ 7,643

$ 7,643

$ 1,817

$ 2,498

$ (185 )

$ 8,384

(1)

Non-Recurring Acquisition and Realignment Costs include non-cash GAAP purchase accounting adjustments for certain deferred revenue and costs, legal, accounting and other professional fees directly attributable to acquisition activity, employee severance payments and third party professional fees directly attributable to acquisition or corporate realignment activities, and 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

(2)

Other (income) expense above primarily includes interest expense 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.

*

See the definition of Adjusted EBITDA under “About Non-GAAP Financial Measures” within this release.

7

LiveOne, Inc.

Reconciliation of Non-GAAP Measure to GAAP Measure

Contribution Margin* Reconciliation (Unaudited)

(In thousands)

Three Months Ended

March 31

Year Ended

March 31

2026*

2025*

2026*

2025*

Revenue:

$ 18,919

$ 19,288

$ 77,144

$ 114,405

Less:

Cost of Sales

15,424

13,344

64,865

85,241

Amortization of Developed Technology

(540 )

(834 )

(1,014 )

(3,087 )

Gross Profit

2,955

5,110

11,265

26,077

Add backs:

Share-based Compensation

1,367

123

4,998

1,042

Depreciation

3

70

32

146

Amortization of Developed Technology:

540

834

1,014

3,087

Contribution Margin*

$ 4,865

$ 6,137

$ 17,309

$ 30,352

*

See the definition of Contribution Margin under “About Non-GAAP Financial Measures” within this release.

##END##

8

EX-99.2 — PRESS RELEASE, DATED JUNE 17, 2026

EX-99.2

Filename: ea029577201ex99-2.htm · Sequence: 3

Exhibit 99.2

LiveOne (Nasdaq: LVO)

to Announce Its Fiscal Year 2026 Financial Results

To Host Investor Webcast on Wednesday,

June 24, 2026, at 10:30 am Eastern Time (7:30 am Pacific Time)

LOS ANGELES, June 17, 2026 -- LiveOne (Nasdaq:

LVO), an award-winning, creator-first music, entertainment, and technology platform, plans to announce its operating and financial results

for the fiscal year ended March 31, 2026 (“Fiscal Year 2026”) and host an investor webcast to discuss the results and provide

a business update on Wednesday, June 24, 2026 at 10:30 am Eastern Time (7:30 am Pacific Time).

To access the call, please use the following

information:

Date:

Wednesday, June 24, 2026

Time:

10:30 am ET (7:30 am PT)

Webcast Link:

https://events.q4inc.com/analyst/325286508?pwd=Q1KC0pEx

Dial-in:

(833) 461-5787

International Dial-in:

+44 808 196 8935

Conference Code:

325 286 508

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 subscribers and paid users; 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

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, 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.

LiveOne Press

Contact:

press@liveone.com

Follow LiveOne on social media: Facebook,

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

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