UNITED STATES SECURITIES and EXCHANGE COMMISSION Washington, D.C

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): January 25, 2019

LIVEXLIVE MEDIA, INC. (Exact name of registrant as specified in its charter)

Delaware 001-38249 98-0657263 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.)

9200 Sunset Boulevard, Suite #1201 West Hollywood, CA 90069 (Address of principal executive offices) (Zip Code)

(310) 601-2500 (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))

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 January 25, 2019, the Board of Directors (the “Board”) of LiveXLive Media, Inc. (the “Company”) elected Patrick Wachsberger as a director of the Company. The Board determined that Mr. Wachsberger is an “independent” director pursuant to the definition of independence under Rule 5605(a) (2) of the Nasdaq Listing Rules. The Board also appointed Mr. Wachsberger to the Compensation Committee of the Board.

Mr. Wachsberger currently serves as the founder and manager of Picture Perfect Entertainment LLC, a film and television production and distribution studio he founded in 2018. Prior to that, Mr. Wachsberger was serving as Co-Chairman of Lionsgate Films (Lionsgate Motion Picture Group), an American film production and film distribution studio (“Lionsgate”), joining in January 2012 when Lionsgate acquired Summit Entertainment, which he helped launch in 1993. Mr. Wachsberger has risen to become one of the leading international film executives in the world during his 30-year motion picture industry career. As Co- Chairman at Lionsgate, Mr. Wachsberger oversaw all aspects of Lionsgate’s feature film acquisition, production and distribution and was responsible for leading its motion picture business around the world. During his tenure, Lionsgate’s feature film slate generated nearly $10 billion at the global box office over the past five years, led by the critically-acclaimed breakout sensation Wonder, the global box office phenomenon La La Land, winner of six Academy Awards ®, double Oscar® winner Hacksaw Ridge, and the blockbuster Hunger Games, John Wick, and Now You See Me franchises. Other recent hits include The Hitman’s Bodyguard, The Big Sick (in partnership with Amazon Studios) and The Shack. Under Mr. Wachsberger’s leadership, Lionsgate built a global distribution infrastructure encompassing nearly 20 output deals in major territories, including the successful 50/50 joint venture of International Distribution Company in Latin America and Lionsgate’s successful self-distribution operations in the U.K. Lionsgate, while also continuing to grow its film business in China and India. Mr. Wachsberger was awarded in 2017 the prestigious honor of Chevalier des Arts et des Lettres (Knight in the Order of Arts and Letters), received CineEurope’s International Distributor of the Year award in 2018 and was named as a “Game Changer” at the 2016 Zurich Film Festival.

In consideration of Mr. Wachsberger’s agreement to join the Board, the Company approved the grant to him of 16,129 restricted stock units (the “RSUs”), which shall vest on November 29, 2019, subject to his continued service on the Board. The RSUs were issued under the Company’s 2016 Equity Incentive Plan (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. Wachsberger will 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. Wachsberger and any other persons pursuant to which Mr. Wachsberger was elected as a director of the Company. There are no family relationships between Mr. Wachsberger 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. Wachsberger has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 30, 2019, the Company issued a press release announcing Mr. Wachsberger’s election to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and 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, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description 99.1 Press release of the Company, dated January 30, 2019.

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.

By: /s/ Robert S. Ellin Name: Robert S. Ellin Dated: January 30, 2019 Title: Chief Executive Officer and Chairman of the Board of Directors

Exhibit 99.1

LiveXLive Media Appoints Global Film Executive Patrick Wachsberger to its Board of Directors

Founder and CEO of Picture Perfect Entertainment LLC and former Co-Chairman of Lionsgate Films Joins LiveXLive Board

WEST HOLLYWOOD, Calif., Jan. 30, 2019 -- LiveXLive Media Inc. (NASDAQ: LIVX) (“LiveXLive”), a global digital media company focused on live entertainment, today announced the appointment of Patrick Wachsberger to its Board of Directors, effective January 25, 2019. Mr. Wachsberger was also appointed to the Compensation Committee of the Board of Directors.

Mr. Wachsberger is the founder and CEO of Picture Perfect Entertainment LLC, a film and television production and distribution studio, and the Co-Chairman of Picture Perfect Federation, a joint venture with France’s Federation Entertainment that will develop and produce premium TV series for US broadcasters, streaming services and international co-productions.

Mr. Wachsberger previously served as the Chairman of the Motion Picture Group of Lionsgate, where he oversaw all aspects of Lionsgate’s feature film production, acquisition and worldwide distribution. In that capacity, Mr. Wachsberger was responsible for leading Lionsgate’s motion picture business around the world, driving the international success of films such as Twilight, the Hunger Games franchise , La La Land and John Wick. He joined Lionsgate in 2012, following Lionsgate’s acquisition of Summit Entertainment, which Wachsberger launched in 1993. During his tenure at Lionsgate, the company’s feature film slate generated $10 billion at the global box office. Mr. Wachsberger was recognized as a “Game Changer” at the 2016 Zurich Film Festival, awarded the prestigious “Chevalier des Arts et Lettres” by the French Minister of Culture in 2017 and received CineEurope’s International Distributor of the Year Award in 2018.

“Patrick’s appointment to our board underscores our commitment to extraordinary original content, seamless worldwide distribution, and international growth,” said Robert Ellin, Chairman and CEO of LiveXLive. “I am thrilled to have an executive of Patrick’s caliber join our Board of Directors.”

“I’m so excited to work with LiveXLive, a company on the cutting edge of entertainment and technology and look forward to working with Robert and the Board in guiding the company’s expansion”, added Mr. Wachsberger.

Mr. Wachsberger joins other LIVX directors, including Craig Foster, former CFO of Amobee; Jay Krigsman, EVP and Asset Manager of the Krausz Companies; Tim Spengler, President of Dentsu Aegis; Jerry Gold, LIVX Chief Strategy Officer and former CFO of Warner Music; Ramin Arani, former portfolio manager at Fidelity Investments, and LIVX chairman, CEO and co-founder Rob Ellin.

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About LiveXLive Media, Inc.

LiveXLive Media, Inc. (NASDAQ: LIVX) (the “Company”) is a global digital media company focused on live entertainment. The Company operates LiveXLive, one of the industry’s leading live music video streaming platforms; and Slacker Radio, a streaming music pioneer; and also produces original music-related content. LiveXLive is the first ‘live social music network’, delivering premium livestreams, digital audio and on-demand music experiences from the world’s top music festivals and concerts, including Rock in Rio, EDC Las Vegas, Hangout Music Festival, and many more. LiveXLive also gives audiences access to premium original content, artist exclusives and industry interviews. Through its owned and operated Internet radio service, Slacker Radio ( www.slacker.com ), LiveXLive delivers its users access to millions of songs and hundreds of expert-curated stations. The Company also operates a social influencer network, LiveXLive Influencers. The Company is headquartered in West Hollywood, CA. For more information, visit us at www.livexlive.com and follow us on Facebook, Instagram and Twitter at @livexlive.

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. These factors include uncertainties as to identifying, acquiring, securing and developing content, ability to attract and retain users, ability to maintain compliance with certain financial and other covenants, successfully implementing the Company’s and Slacker’s growth strategy, including relating to their technology platforms and applications, management’s relationships with industry stakeholders, changes in economic conditions, competition, and other risks including, but not limited to, those described in the Company’s 2018 Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on June 29, 2018, the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 14, 2018, 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.

Media Contacts: Rick Jennings Step 3 [email protected] 310-428.8575

Julie Farman LiveXLive Media, Inc. [email protected] (310) 597-0355

Investor Contact: Alex Wellins The Blueshirt Group [email protected] (415) 217-5861