UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material pursuant to Rule 14a-12 LIVEXLIVE MEDIA, INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 1) Title of each class of securities to which transaction applies: 2) Aggregate number of securities to which transaction applies: 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): 4) Proposed maximum aggregate value of transaction: 5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. 1) Amount Previously Paid: 2) Form, Schedule or Registration Statement No.: 3) Filing Party: 4) Date Filed: 9200 Sunset Boulevard, Suite #1201 West Hollywood, CA 90069 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 17, 2020 To the Stockholders of LiveXLive Media, Inc.: The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of LiveXLive Media, Inc., a Delaware corporation (the “Company”), will be held on Thursday, September 17, 2020, at 10:00 a.m. local time at the principal executive offices of PodcastOne located at 335 North Maple Drive, Suite 127, Beverly Hills, CA 90210, for the following purposes, as more fully described in the accompanying proxy statement (the “Proxy Statement”): 1. to elect the nine director nominees identified in the accompanying proxy statement to hold office until the 2020 Annual Meeting of Stockholders; 2. to approve the amendment to the Company’s 2016 Equity Incentive Plan to increase the number of shares available for issuance under such plan by 5,000,000 shares; 3. to ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021; and 4. to transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. Pursuant to the Company’s Bylaws, the Company’s board of directors has fixed the close of business on July 24, 2020 (the “Record Date”) as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and at any adjournment or postponement thereof. Holders of the Company’s common stock are entitled to vote at the Annual Meeting. Thank you for your ongoing support and continued interest in the Company. By Order of the Board of Directors, /s/ Robert S. Ellin Robert S. Ellin Chairman and Chief Executive Officer West Hollywood, California July 29, 2020 YOUR VOTE IS IMPORTANT! IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 17, 2020: Our Proxy Statement is attached. The Notice of Annual Meeting of Stockholders, Proxy Statement, Proxy Card and 2020 Annual Report may be accessed over the internet free of charge at https://xbrlfinancialwidget.com/default.aspx?CIKNum=1491419&view=All. We are using Securities and Exchange Commission rules that allow us to make our proxy statement and related materials available on the internet. Accordingly, we are sending a “Notice of Internet Availability of Proxy Materials,” or Notice of Availability, to our stockholders of record instead of a paper proxy statement and annual report containing financial statements, unless paper copies have previously been requested. The rules provide us the opportunity to save money on the printing and mailing of our proxy materials and to reduce the impact of our Annual Meeting on the environment. We hope that you will view our Annual Meeting materials over the internet if possible and convenient for you. Instructions on how to access the proxy materials over the internet or to request a paper or email copy of our proxy materials can also be found in the notice you received. Whether or not you expect to attend the Annual Meeting, please make sure you vote so that your shares will be represented at the Annual Meeting. Our stockholders can vote over the internet or by telephone as specified in the accompanying voting instructions or by completing and returning a proxy card. This will ensure the presence of a quorum at the Annual Meeting and save the expense and extra work of additional solicitation. Sending your proxy card will not prevent you from attending the Annual Meeting, revoking your proxy and voting your stock in person. TABLE OF CONTENTS Page QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING 1 CORPORATE GOVERNANCE 6 PROPOSAL NO. 1 — ELECTION OF DIRECTORS 9 DIRECTOR COMPENSATION 16 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17 EXECUTIVE OFFICERS AND DIRECTORS 20 PROPOSAL NO. 2 — APPROVAL OF THE AMENDMENT TO THE 2016 EQUITY INCENTIVE PLAN 24 PROPOSAL NO. 3 — RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 31 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 32 EXECUTIVE COMPENSATION 33 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 39 OTHER INFORMATION 41 APPENDIX A-1 − 2016 EQUITY INCENTIVE PLAN, AS AMENDED A-1-1 APPENDIX A-2 – AMENDMENT NO. 2 TO THE 2016 EQUITY INCENTIVE PLAN A-2-1 i 9200 Sunset Boulevard, Suite #1201 West Hollywood, CA 90069 PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 17, 2020 The board of directors of LiveXLive Media, Inc., a Delaware corporation (“we,” “us,” “our,” LiveXLive” or “our Company”) solicits the enclosed proxy for the Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Thursday, September 17, 2020, at 10:00 a.m. local time at the principal executive offices of PodcastOne located at 335 North Maple Drive, Suite 127, Beverly Hills, CA 90210, and for any adjournment or postponement thereof. This proxy statement (this “Proxy Statement”) is being made available to stockholders on or about July 31, 2020. QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND THE ANNUAL MEETING 1. Q: Why did I receive a notice regarding the availability of proxy materials on the internet? A: Instead of mailing paper proxy materials, we sent a “Notice of Internet Availability of Proxy Materials” to our stockholders of record. We refer to that notice as the Notice of Availability. The Notice of Availability provides instructions on how to view our proxy materials over the internet, how to vote and how to request a paper or email copy of our proxy materials. This method of providing proxy materials is permitted under rules adopted by the U.S. Securities and Exchange Commission (the “SEC”). We hope that following this procedure will allow us to save money on the printing and mailing of those materials and to reduce the impact that our Annual Meeting has on the environment. We intend to mail the Notice of Availability on or about July 31, 2020 to all of our stockholders of record entitled to vote at the Annual Meeting. 2. Q: What is the purpose of the Annual Meeting? A: At the Annual Meeting, our stockholders will act upon the matters outlined in this Proxy Statement, including: ● election of the nine members of our board of directors, the director nominees being Robert S. Ellin, Jay Krigsman, Craig Foster, Tim Spengler, Jerome N. Gold, Ramin Arani, Patrick Wachsberger, Kenneth Solomon and Bridget Baker (Proposal No. 1); ● approval of the amendment to our 2016 Equity Incentive Plan to increase the number of authorized shares for issuance under such plan by 5,000,000 shares (Proposal No. 3); ● ratification of BDO USA, LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2021 (Proposal No. 3). Our management, certain members of our board of directors and representatives of BDO USA, LLP, our independent registered public accounting firm, will be present at the Annual Meeting to respond to appropriate questions from stockholders. 3. Q: Who is entitled to vote at the Annual Meeting? A: Only common stockholders as of the close of business on July 24, 2020 (the “Record Date”) are entitled to notice of and to vote at the Meeting. As of the Record Date, there were issued and outstanding and entitled to vote 67,007,093 shares of our common stock, $0.001 par value per share. 4. Q: What are the voting rights of the holders of our common stock? A: Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Annual Meeting. 1 5. Q: Which of my shares may I vote? A: All shares owned by you as of the close of business on the Record Date may be voted by you. These shares include shares that are (i) held directly in your name as the stockholder of record and (ii) held for you as the beneficial owner through a broker, bank or other nominee.