Livexlive Media, Inc
Total Page：16
File Type：pdf, Size：1020Kb
Filed Pursuant to Rule 424(b)(5) Registration No. 333-228909 PROSPECTUS SUPPLEMENT (To Prospectus dated February 7, 2019) LIVEXLIVE MEDIA, INC. 2,415,459 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 2,415,459 shares of our common stock, $0.001 par value per share (the “common stock”), at an offering price per share equal to $4.14 to UMG Recordings, Inc. (“UMGR”). The shares of common stock are being issued and sold directly to UMGR pursuant to the shares issuance agreement, dated July 17, 2020. The 2,415,459 shares of Common Stock are being issued to satisfy $10,000,000 of our payment obligation owed to UMGR. We will not receive cash proceeds from the offering of these shares of common stock, but $10,000,000 of our payment obligation owed to UMGR will be satisfied in full (subject to certain payment adjustment). We expect to incur less than $50,000 of expenses in connection with this offering. UMGR may be deemed an “underwriter” within the meaning of the Securities Act of 1933, as amended. All selling and other expenses incurred by UMGR will be paid by UMGR, provided that we agreed to reimburse UMGR for its reasonable and customary transaction trading expenses. Our common stock trades on The Nasdaq Capital Market under the symbol “LIVX.” On July 16, 2020, the last reported sale price of our common stock on The Nasdaq Capital Market was $3.995 per share. You should read carefully this prospectus supplement and the accompanying prospectus, as well as the documents incorporated by reference herein and therein, before you invest in our securities. Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-7 of this prospectus supplement and the accompanying prospectus and in the documents incorporated by reference into this prospectus supplement. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense. This offering is expected to close on or about July 22, 2020, subject to customary closing conditions, without further notice to you. Other than as described above, the shares of common stock offered hereby are being sold directly by us without the use of underwriters or agents. The date of this prospectus supplement is July 17, 2020 TABLE OF CONTENTS Prospectus Supplement Page ABOUT THIS PROSPECTUS SUPPLEMENT S-ii CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS S-iii PROSPECTUS SUPPLEMENT SUMMARY S-1 THE OFFERING S-6 RISK FACTORS S-7 USE OF PROCEEDS S-10 DILUTION S-10 DESCRIPTION OF SECURITIES WE ARE OFFERING S-11 PLAN OF DISTRIBUTION S-12 LEGAL MATTERS S-13 EXPERTS S-13 WHERE YOU CAN FIND MORE INFORMATION S-13 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE S-14 Prospectus Page ABOUT THIS PROSPECTUS ii PROSPECTUS SUMMARY 1 RISK FACTORS 5 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS 5 USE OF PROCEEDS 6 PLAN OF DISTRIBUTION 7 DESCRIPTION OF CAPITAL STOCK 8 DESCRIPTION OF DEBT SECURITIES 11 DESCRIPTION OF WARRANTS 14 DESCRIPTION OF RIGHTS 16 DESCRIPTION OF UNITS 17 LEGAL MATTERS 19 EXPERTS 19 WHERE YOU CAN FIND MORE INFORMATION 19 INCORPORATION OF CERTAIN INFORMATION BY REFERENCE 19 S-i ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement and the accompanying prospectus form part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a “shelf” registration process. This document contains two parts. The first part consists of this prospectus supplement, which provides you with specific information about this offering. The second part, the accompanying prospectus, provides more general information, some of which may not apply to this offering. Generally, when we refer only to the “prospectus,” we are referring to both parts combined. This prospectus supplement, and the information incorporated herein by reference, may add, update or change information in the accompanying prospectus. You should read the entire prospectus supplement as well as the accompanying prospectus and the documents incorporated by reference herein that are described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information by Reference.” If there is any inconsistency between the information in this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement. You should rely only on the information contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus and any free writing prospectus we may provide to you in connection with this offering. Neither we, nor the Placement Agent have authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. The information appearing in this prospectus supplement, the accompanying prospectus and any free writing prospectus we may provide to you in connection with this offering is accurate only as of the date of the respective document and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus supplement, the accompanying prospectus, any free writing prospectus we may provide to you in connection with this offering, or any sale of a security. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus supplement, the accompanying prospectus, any free writing prospectus prepared by us or on our behalf, and the documents incorporated by reference in this prospectus supplement, in their entirety before making any investment decision. We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. The industry and market data and other statistical information contained in this prospectus supplement, the accompanying prospectus and the documents we incorporate by reference are based on management’s estimates, independent publications, government publications, reports by market research firms or other published independent sources, and, in each case, are believed by management to be reasonable estimates. Although we believe these sources are reliable, we have not independently verified the information. None of the independent industry publications used in this prospectus supplement, the accompanying prospectus or the documents we incorporate by reference were prepared on our or our affiliates’ behalf and none of the sources cited by us consented to the inclusion of any data from its reports, nor have we sought their consent. The representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus supplement were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs. S-ii In this prospectus supplement, unless otherwise stated or the context otherwise requires, the terms “LiveXLive,” “we,” “us,” “our” and the “Company” refer to LiveXLive Media, Inc. References to our “common stock” refer to the common stock of LiveXLive Media, Inc. All references in this prospectus supplement to our financial statements include, unless the context indicates otherwise, the related notes. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are intended to be covered by the “safe harbor” created by those sections. Forward-looking statements, which are based on certain assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of forward-looking terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,”