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): May 3, 2021
LIVEXLIVE MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38249 | 98-0657263 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, CA 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2505
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4©) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common stock, $0.001 par value per share | LIVX | The NASDAQ Capital Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) Effective as of May 3, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of LiveXLive Media, Inc. (the “Company”) elected Kristopher Wright as a director of the Company. The Board determined that Mr. Wright is an “independent” director pursuant to the definition of independence under Rule 5605(a)(2) of the Nasdaq Listing Rules. The Board may appoint Mr. Wright to one or more committees of the Board at a future date.
Mr. Wright is a senior leader in the Consumer Products Industry with more than 20 years of innovative, growth oriented, results-driven leadership experience. Mr. Wright has spent the past 10 years at Nike and is currently Vice President of Nike Global Men’s Footwear Lifestyle Product. Prior to joining Nike, Mr. Wright held senior management roles at Converse, Jordan, and Reebok. In October 2020, Mr. Wright was recognized by Business Insider as one of 28 Outstanding People of Color in the Sneaker Industry. Prior to joining Nike, Mr. Wright founded the luxury lifestyle footwear brand Jhung Yuro, where as CEO, he led the company’s Far East factory/supplier sourcing and negotiations, developed marketing initiatives, established distribution and merchandising strategies for a wide variety of retail partners. In 2008 Headgear purchased a 50% stake in Jhung Yuro to launch a joint venture partnership which provided infrastructure and resources to grow the brand. Additionally, Mr. Wright is an appointed member of the Executive Leadership Council, a national organization of Black CEOs and senior executives in Fortune 1000 and Global 500 companies. Mr. Wright also serves on the Advisory Board of Directors for the Southwestern Athletic Conference (SWAC). Mr. Wright earned his Bachelor of Arts degree in marketing and business administration from Clark Atlanta University.
In consideration of Mr. Wright joining the Board, the Company approved the grant to him of approximately 12,000 restricted stock units of the Company (the “RSUs”), which shall vest on October 31, 2021, subject to his continued service on the Board through such vesting date. The RSUs will be issued under the Company’s 2016 Equity Incentive Plan (as amended, the “Plan”). Each RSU represents a contingent right to receive one share of the Company’s common stock or the cash value thereof. The Board, in its sole discretion, will determine in accordance with the terms and conditions of the Plan the form of payout of the RSUs (cash and/or stock). Mr. Wright shall also be entitled to participate in the annual compensation package the Company provides to its non-employee directors.
There is no arrangement or understanding between Mr. Wright and any other persons pursuant to which Mr. Wright was elected as a director of the Company. There are no family relationships between Mr. Wright and any of the Company’s officers or directors. Other than as described herein, there are no other transactions to which the Company or any of its subsidiaries is a party in which Mr. Wright has a material interest subject to disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On May 3, 2021, the Company issued a press release announcing the election of Mr. Wright as a director of the Company. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report on Form 8-K (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. |
Exhibits:
| Exhibit No. | Description | |
| 99.1* | Press release, dated May 3, 2021. |
* 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.
| LIVEXLIVE MEDIA, INC. | ||
| Dated: May 4, 2021 | By: | /s/ Robert S. Ellin |
| Name: | Robert S. Ellin | |
| Title: | Chief Executive Officer and Chairman of the Board of Directors | |
2
Exhibit 99.1
LiveXLive Appoints Nike Vice President, Kris Wright, to its Board of Directors
LOS ANGELES, May 3, 2021 -- LiveXLive Media (Nasdaq: LIVX) ("LiveXLive"), a global platform for livestream and on-demand audio, video and podcast/vodcast content in music, comedy and pop culture, and owner of PodcastOne, Slacker Radio, React Presents and Custom Personalization Solutions, announced today that Kris Wright has been appointed to LiveXLive's Board of Directors. The appointment brings the total number of LiveXLive board members to nine.
Mr. Wright, 45, is a senior leader in the Consumer Products Industry with more than 20 years of innovative, growth oriented, results-driven leadership experience. He has spent the past 10 years at Nike and is currently Vice President of Nike Global Men's Footwear Lifestyle Product. Prior to joining Nike, Wright held senior management roles at Converse, Jordan, and Reebok. In October 2020, Kris was recognized by Business Insider as one of 28 Outstanding People of Color in the Sneaker Industry. Additionally, Kris is an appointed member of the Executive Leadership Council, a national organization of Black CEOs and senior executives in Fortune 1000 and Global 500 companies. He also serves on the Advisory Board of Directors for the Southwestern Athletic Conference (SWAC).
Robert Ellin, LiveXLive's Chairman and CEO, commented, "We are incredibly excited and honored to have Kris join the LiveXLive Board. We look forward to leveraging his broad experience and expertise in global marketing and branding of consumer facing products. I speak for our entire board in welcoming Kris to LiveXLive."
Kris Wright commented, "I'm beyond excited to join the LiveXLive family as a member of their Board of Directors. It's a blessing to have spent my 20+ years leveraging my passion for sport, music and culture in the consumer product goods industry and to be tapped to join my first public board where I'm able to harness the same passions to add value to LiveXLive Enterprise."
LiveXLive has the first talent-centric platform focused on superfans and building long-term franchises in on-demand audio and video, podcasting, vodcasting, OTT linear channels, pay-per-view ("PPV"), and livestreaming. Its model includes multiple monetization paths including subscription, advertising, sponsorship, merchandise sales, licensing, and ticketing. LiveXLive recently raised revenue guidance for its 2021 fiscal year based on strength in its core businesses.
About
LiveXLive Media, Inc.
Headquartered in Los Angeles, California, LiveXLive Media, Inc. (NASDAQ: LIVX) (the "Company") (pronounced
Live "by" Live) is a global platform for livestream and on-demand audio, video and podcast content in music, comedy, and pop
culture. LiveXLive, which has streamed over 1,800 artists since January 2020, has become a go-to partner for the world's top artists
and celebrity voices as well as music festivals concerts, including Rock in Rio, EDC Las Vegas, and many others. In April 2020,
LiveXLive produced its first 48-hour music festival called "Music Lives" with tremendous success as it earned over 50 million
views and over 5 billion views for #musiclives on TikTok on 100+ performances. LiveXLive's library of global events, video-audio podcasts
and original shows are also available on Amazon, Apple TV, Roku and Samsung TVs in addition to its own app, destination site and social
channels. The Company's wholly-owned subsidiary, PodcastOne, generates more than 2.25 billion downloads per year with 400+ episodes
distributed per week across a stable of hundreds of top podcasts. For more information, visit www.livexlive.com and follow
us on Facebook, Instagram, TikTok, Twitter at @livexlive, and YouTube.
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: the Company's reliance on one key customer for a substantial percentage of its revenue; the Company's ability to consummate
any proposed financing, acquisition or transaction, the timing of the closing of such proposed event, including the risks that a condition
to closing would not be satisfied within the expected timeframe or at all, or that the closing of any proposed financing, acquisition
or transaction will not occur or whether any such event will enhance shareholder value; the Company's ability to continue as a going
concern; the Company's ability to attract, maintain and increase the number of its users and paid subscribers; the Company identifying,
acquiring, securing and developing content; the Company's intent to repurchase shares of its common stock from time to time under its
announced stock repurchase program and the timing, price, and quantity of repurchases, if any, under the program; the Company's ability
to maintain compliance with certain financial and other covenants; the Company successfully implementing its growth strategy, including
relating to its technology platforms and applications; management's relationships with industry stakeholders; the effects of the global
Covid-19 pandemic; changes in economic conditions; competition; risks and uncertainties applicable to the businesses of the Company's
subsidiaries; and other risks, uncertainties and factors including, but not limited to, those described in the Company's Annual Report
on Form 10-K for the fiscal year ended March 31, 2020, filed with the U.S. Securities and Exchange Commission (the "SEC")
on June 26, 2020, Quarterly Report on Form 10-Q for the quarter ended December 31, 2020, filed with the SEC on February
16, 2021, and in the Company's other filings and submissions with the SEC. These forward-looking statements speak only as of the date
hereof and the Company disclaims any obligations to update these statements, except as may be required by law. The Company intends that
all forward-looking statements be subject to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995.
Press
Contact:
LiveXLive:
aileen@livexlive.com
917.842.9653
The
Rose Group
Lyndadorf@therosegrp.com
424-645-4620
LiveXLive
IR Contact:
310.601.2505
ir@LiveXLive.com