LVO on Nasdaq

LiveOne, Inc.

American retail-eating places company based in Beverly Hills1

In its 2026 annual report the company says: “LiveOne, Inc. is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through paid users and live and virtual events. We are a pioneer in the acquisition, distribution and monetization of live music events, Internet radio, podcasting/vodcasting and music-related membership, streaming and video content. Through our comprehensive service offerings and innovative content platform, we provide music fans the ability to listen, watch, attend, engage and transact.”5 Its shares trade on Nasdaq under the symbol LVO.1

Price unavailable

Last updated Oct 21, 2026.

Overview

$77.1MRevenue, fiscal 20262
-$21.0MNet income, fiscal 20262

Compare with MASTERBEEF GROUP, Good Times Restaurants Inc. or Luby's, or pick any stock.

  • TickerLVO on Nasdaq1
  • IndustryRetail-Eating Places1
  • HeadquartersBeverly Hills, California1
  • Incorporated inDE3
  • Business address269 South Beverly Drive, Suite 1450, Beverly Hills, Ca 902123
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation

LiveOne, Inc. (the “Company,” “LiveOne”, “we,” “us,” or “our”) is an award-winning, creator-first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through paid users and live and virtual events. We are a pioneer in the acquisition, distribution and monetization of live music events, Internet radio, podcasting/vodcasting and music-related membership, streaming and video content. Through our comprehensive service offerings and innovative content platform, we provide music fans the ability to listen, watch, attend, engage and transact. Serving a global audience, our mission is to bring the experience of live music and entertainment to consumers wherever music and entertainment is watched, listened to, discussed, deliberated or performed around the world. Our operating model is focused on a flywheel concept of integrated services c…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2026

-20.1%Operating margin2
-27.2%Net margin2
-32.6%Revenue growth, 20262
-$13.7MFree cash flow2

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Advertising brought in 59% of the revenue LiveOne, Inc. broke down this way in fiscal 2026.

  1. Advertising$61.6M259%up 18% from 2025
  2. Barter Transactions$28.0M227%up 12% from 2025
  3. Paid User Services$12.0M211%down 79% from 2025
  4. Merchandising Revenue$3.6M23%down 31% from 2025
Products and services by year
Products and services20252026
Advertising$52.3M$61.6M
Barter Transactions$25.0M$28.0M
Paid User Services$56.9M$12.0M
Merchandising Revenue$5.2M$3.6M

Business segments

Podcast One brought in 80% of the revenue LiveOne, Inc. broke down this way in fiscal 2026.

  1. Podcast One$61.7M280%up 18% from 2025
  2. Slacker$11.8M215%down 79% from 2025
  3. Media Operations$3.6M25%down 34% from 2025
Business segments by year
Business segments20252026
Podcast One$52.1M$61.7M
Slacker$56.8M$11.8M
Media Operations$5.5M$3.6M

Where the money goes

Where each dollar of revenue went, fiscal 2026

  • Cost of revenue84¢$64.9M
  • Research and development3¢$2.4M
  • Other costs13¢$9.8M
  • Income tax0¢$30.0K

Out of $77.1M in revenue.2 The company lost money this year.

Financial statements

Revenue678910112$77.1M in 2026+129% since 2019
0$50.0M$100.0M$150.0M2019: $33.7M$33.7M20192020: $38.7M$38.7M2020+15%2021: $65.2M$65.2M2021+69%2022: $117.0M$117.0M2022+79%2023: $99.6M$99.6M2023−15%2024: $118.4M$118.4M2024+19%2025: $114.4M$114.4M2025−3%2026: $77.1M$77.1M2026−33%
Operating income678910112-$15.5M in 2026−54% since 2019
-$40.0M-$30.0M-$20.0M-$10.0M02019: -$33.9M-$33.9M20192020: -$36.0M-$36.0M2020+6%2021: -$29.4M-$29.4M2021−18%2022: -$37.9M-$37.9M2022+29%2023: -$2.2M-$2.2M2023−94%2024: -$4.7M-$4.7M2024+114%2025: -$18.1M-$18.1M2025+287%2026: -$15.5M-$15.5M2026−14%
Net income678910112-$21.0M in 2026−44% since 2019
-$60.0M-$40.0M-$20.0M02019: -$37.8M-$37.8M20192020: -$38.9M-$38.9M2020+3%2021: -$41.8M-$41.8M2021+7%2022: -$43.9M-$43.9M2022+5%2023: -$10.0M-$10.0M2023−77%2024: -$12.0M-$12.0M2024+19%2025: -$18.7M-$18.7M2025+56%2026: -$21.0M-$21.0M2026+12%

Every line of the income statement as filed: the last 2 fiscal years, latest first.2

Period ending2026-03-312025-03-31
Revenue:$77.1M$114.4M
Cost of sales$64.9M$85.2M
Sales and marketing$4.0M$6.4M
Product development$2.4M$4.5M
General and administrative$20.7M$22.7M
Amortization of intangible assets$653.0K$1.9M
Asset, Impairment Loss$0$11.7M
Total operating expenses$92.6M$132.5M
Loss from operations-$15.5M-$18.1M
Other income (expense):$208.0K$214.0K
Interest expense, net-$3.9M-$2.7M
Change in fair value of digital assets-$2.1M$0
Total other expense, net-$5.7M-$2.5M
Loss before income taxes-$21.2M-$20.6M
Income tax provision (benefit)$30.0K-$185.0K
Net loss-$21.3M-$20.4M
Net loss attributable to non-controlling interest-$288.0K-$1.7M
Net loss attributable to LiveOne-$21.0M-$18.7M
Net loss per share attributed to LiveOne basic and diluted* (in dollars per share)-$2.02-$2.14
Weighted average common shares basic and diluted* (in shares)11.0M shares9.5M shares

Compare LiveOne, Inc. with another company

Corporate structure

LiveOne, Inc. sits at the top of its group. 12 entities, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of LiveOne, Inc.

  • FMR LLC Filed SCHEDULE 13G/A on LiveOne, Inc., latest May 6, 2026 (5 filings since Nov 10, 2021)
  • Otis Topco, L.P. Filed SCHEDULE 13G on LiveOne, Inc., latest Apr 24, 2026
  • Robert S. Ellin Filed SCHEDULE 13D/A on LiveOne, Inc., latest Jul 24, 2025
  • BlackRock Filed SCHEDULE 13G/A on LiveOne, Inc., latest Jul 17, 2025 (3 filings since Oct 18, 2024)
  • RHO Ventures VI LP Filed SC 13G/A on LiveOne, Inc., latest Feb 13, 2024
  • LiveOne, Inc. Beverly Hills, California
    • PodcastOne, Inc. Stake · Beverly Hills, California
    • Courtside, LLC Subsidiary · Delaware, United States
    • Custom Personalization Solutions, Inc. Subsidiary · Delaware, United States
    • DayOne Music Publishing, Inc. Subsidiary · Delaware, United States
    • LiveXLive Merchandising, Inc. Subsidiary · Delaware, United States
    • LiveXLive PodcastOne, Inc. Subsidiary · Delaware, United States
    • LiveXLive, Corp. Subsidiary · Delaware, United States
    • PodcastOne Sales, LLC Subsidiary · California, United States
    • PodcastOne, Inc. Subsidiary · Delaware, United States
    • PPVOne, Inc. Subsidiary · Delaware, United States
    • Slacker, Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G; stakes of 5% or more it reported on Schedules 13D and 13G (1 companies). Each entity in the chart links to its source.

What it owns

What LiveOne, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$24.9M2 Mar 31, 2026$22.4M2 Mar 31, 2025+10.9%
Accumulated depreciation$21.6M2 Mar 31, 2026$21.5M2 Mar 31, 2025+0.2%
Property and equipment, net$3.3M2 Mar 31, 2026$893.0K2 Mar 31, 2025+269.2%
Operating-lease assets (leased space)$229.0K2 Mar 31, 2026$97.0K2 Mar 31, 2025+136.1%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$5.4M2 Mar 31, 2026$4.1M2 Mar 31, 2025+30.0%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$21.7M2 Mar 31, 2026$21.7M2 Mar 31, 20250%
Intangible assets, net (excluding goodwill)$1.9M2 Mar 31, 2026$2.6M2 Mar 31, 2025−25.4%
Finite-lived intangibles, gross$36.1M2 Mar 31, 2026$36.1M2 Mar 31, 20250%
Accumulated amortization$35.0M2 Mar 31, 2026$34.3M2 Mar 31, 2025+1.9%
Finite-lived intangibles, net$1.1M2 Mar 31, 2026$1.8M2 Mar 31, 2025−36.4%

Inventory

ItemLatestA year beforeChange
Inventory, total$685.0K2 Mar 31, 2026$1.6M2 Mar 31, 2025−56.8%

Properties, in its own words

Effective January 1, 2021, our principal executive offices are located at 269 S. Beverly Drive, Suite #1450, Beverly Hills, CA 90212. We intend to eventually combine all of our Los Angeles-based operations under one address. PodcastOne leases its Los Angeles premises located at 345 North Maple Drive, Suite 345, Beverly Hills, CA 90210, consisting of approximately 1,398 square feet of office and podcast studio space under a lease agreement expiring in November 2027. CPS leases its facilities in Addison, Illinois under an operating lease which was entered into in September 2024 and expires in September 2026 for 1,500 of rentable square feet. In July 2024, CPS also entered into a lease which expires in October 2027 for 3,281 rentable square feet in Palatine, Illinois. We believe that each of these properties are in good condition and suitable for the conduct of our business. We do not own any real property.

Item 2 of the 10-K filed Jun 29, 2026.5

Leadership

Who has led LiveOne, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (15)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Courtside, LLC Delaware4
  • Custom Personalization Solutions, Inc. Delaware4
  • DayOne Music Publishing, Inc. Delaware4
  • LiveXLive Merchandising, Inc. Delaware4
  • LiveXLive PodcastOne, Inc. Delaware4
  • LiveXLive, Corp. Delaware4
  • PPVOne, Inc. Delaware4
  • PodcastOne Sales, LLC California4
  • PodcastOne, Inc. Delaware4
  • Slacker, Inc. Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • LiveXLive Media, Inc.May 23, 2017 to Sep 21, 20213
  • LOTON, CORPJun 1, 2010 to Jul 13, 20173

Timeline

  1. Sep 23, 20268-K Executive or director change; Shareholder vote37
  2. Aug 12, 20268-K Results of operations; Regulation FD disclosure38
  3. Jul 28, 20268-K Entered a material agreement39
  4. Jun 24, 20268-K Results of operations; Regulation FD disclosure40
  5. May 1, 20268-K Entered a material agreement; Unregistered sale of shares; Executive or director change41
  6. Apr 23, 20268-K Entered a material agreement42
  7. Mar 9, 20268-K Entered a material agreement43
  8. Feb 12, 20268-K Results of operations; Regulation FD disclosure44
  9. Feb 5, 20268-K Results of operations; Regulation FD disclosure45
  10. Nov 26, 20258-K Regulation FD disclosure46
  11. Nov 12, 20258-K Results of operations; Regulation FD disclosure47
  12. Oct 1, 20258-K Listing notice or transfer48
  13. Dec 21, 2017New chief executive Robert S. Ellin becomes CEO15

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.52) a share, on Nov 12, 2025.49

When it reported results

  1. Aug 12, 2026Reported quarterly or annual results38
  2. Jun 24, 2026Reported quarterly or annual results40
  3. Feb 12, 2026Reported quarterly or annual results44
  4. Feb 5, 2026Reported quarterly or annual results45
  5. Nov 12, 2025Reported quarterly or annual results47
  6. Aug 13, 2025Reported quarterly or annual results50
  7. Jun 18, 2025Reported quarterly or annual results51
  8. Apr 11, 2025Reported quarterly or annual results52

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

235 filings to the SEC since October 2021: 5 annual reports, 16 quarterly reports, 91 major events, 67 insider forms, 11 large holders, 2 private raises, 43 other. The latest 20:

  1. Sep 23, 20268-K CURRENT REPORT EDGAR
  2. Aug 14, 202610-Q EDGAR
  3. Aug 12, 20268-K CURRENT REPORT EDGAR
  4. Jul 30, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  5. Jul 28, 2026DEFA14A DEFINITIVE ADDITIONAL MATERIALS EDGAR
  6. Jul 28, 20268-K CURRENT REPORT EDGAR
  7. Jul 27, 2026DEF 14A PROXY STATEMENT EDGAR
  8. Jul 1, 20264 EDGAR
  9. Jun 29, 202610-K EDGAR
  10. Jun 24, 20268-K CURRENT REPORT EDGAR
  11. May 12, 20263 EDGAR
  12. May 6, 2026SCHEDULE 13G/A EDGAR
  13. May 1, 20268-K CURRENT REPORT EDGAR
  14. Apr 30, 2026S-3/A AMENDMENT NO. 2 TO FORM S-3 EDGAR
  15. Apr 24, 2026SCHEDULE 13G EDGAR
  16. Apr 23, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
  17. Apr 23, 20268-K CURRENT REPORT EDGAR
  18. Apr 14, 20264 EDGAR
  19. Apr 8, 20264 EDGAR
  20. Apr 2, 20264 EDGAR

The 235 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

25 open-market trades by officers, directors and large owners since October 2021: 24 buys and 1 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 14, 2023Wright KristopherDirectorSale11,000$1.09$12.0KForm 4
Nov 21, 2022ELLIN ROBERT SCEO & ChairmanBuy35,000$0.67$23.6KForm 4
Nov 16, 2022ELLIN ROBERT SCEO & ChairmanBuy15,000$0.73$10.9KForm 4
Nov 15, 2022ELLIN ROBERT SCEO & ChairmanBuy10,000$0.78$7.8KForm 4
Sep 30, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.75$18.8KForm 4
Aug 30, 2022ELLIN ROBERT SCEO & ChairmanBuy10,000$0.91$9.1KForm 4
Aug 25, 2022ELLIN ROBERT SCEO & ChairmanBuy10,000$0.95$9.5KForm 4
Aug 24, 2022Wright KristopherDirectorBuy11,000$0.94$10.3KForm 4
Aug 22, 2022ELLIN ROBERT SCEO & ChairmanBuy20,000$0.99$19.8KForm 4
Aug 18, 2022ELLIN ROBERT SCEO & ChairmanBuy10,000$1.08$10.8KForm 4
Aug 17, 2022ELLIN ROBERT SCEO & ChairmanBuy20,000$1.04$20.9KForm 4
Apr 28, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.70$17.5KForm 4
Apr 20, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.82$20.5KForm 4
Mar 24, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.75$18.8KForm 4
Mar 4, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.79$19.8KForm 4
Mar 2, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.85$21.2KForm 4
Feb 22, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.85$21.2KForm 4
Feb 17, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.93$23.2KForm 4
Feb 15, 2022ELLIN ROBERT SCEO & ChairmanBuy25,000$0.94$23.5KForm 4
Nov 19, 2021ELLIN ROBERT SCEO & ChairmanBuy20,000$2.09$41.8KForm 4

All 25 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Stakes it holds

LiveOne, Inc. has told the SEC it owns more than 5% of 1 company, latest first (Schedules 13D and 13G).

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2026Robert Ellin,61$500.0K$560.8K59
2026Ryan Carhart,$200.0K$204.9K59
2025CEO & Chairman$500.0K$558.6K59
2025former CFO, SVPTreasurer & Secretary$200.0K$305.8K59

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$17.0M 2021–2025
Money received by yearMoney received by year, 2021–2025: $17.0M in all. Private raises (Form D) $17.0M.$0$5M$10M$15M$20M2021 · Private raises (Form D): $250.0K20212022202320242025 · Private raises (Form D): $16.8M2025
Figures by year
YearPrivate raises (Form D)Total
2025$16.8M$16.8M
2021$250.0K$250.0K

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. May 19, 2025Raised $16.8 million in a private offering of equity60 Form D: $27.8 million offered in all Form D
  2. Oct 17, 2021Raised $250,000 in a private offering of equity61 Form D: 1 investor so far Form D

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 32. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Vanguard Capital Management LLC401,004$2.6M0.0%+27,932
Fmr LLC366,664$2.3M0.0%−23,000
Kennedy Capital Management LLC363,564$2.3M0.0%+209,611
BlackRock, Inc.136,856$875.9K0.0%+36,266
Geode Capital Management, LLC129,367$828.1K0.0%−2,381
Vanguard Fiduciary Trust Co73,915$473.1K0.0%+14,833
Renaissance Technologies LLC64,098$410.2K0.0%+390
Millennium Management LLC44,193$282.8K0.0%−24,564
State Street Corp33,625$215.2K0.0%No change
Northern Trust Corp26,868$172.0K0.0%+8,560
Sei Investments Co24,538$157.0K0.0%+2,960
Essex Investment Management Co LLC24,494$156.8K0.0%−41
Citadel Advisors LLC21,323$136.5K0.0%−38,355
Pingora Partners LLC15,642$100.1K0.1%−2,000
Crewe Advisors LLC15,000$96.0K0.0%New
Jane Street Group, LLC14,869$95.2K0.0%−43,464
Integrated Wealth Concepts LLC8,262$52.9K0.0%New
Morgan Stanley5,280$33.8K0.0%No change
Wells Fargo & Company/mn2,732$17.5K0.0%No change
Royal Bank Of Canada2,437$16.0K0.0%−825
Vanguard Global Advisers, LLC2,375$15.2K0.0%No change
Simplex Trading, LLC1,927$12.3K0.0%New
Osaic Holdings, Inc.1,572$10.1K0.0%−600
Rockefeller Capital Management L.P.1,000$6.4K0.0%No change
Group One Trading LLC757$4.8K0.0%−7

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How LiveOne, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARLiveOne, Inc.1
  • CIK0001491419
  • Employer ID (EIN)98-06572635
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsMarch 311
  • Industry code (SIC)5812 Retail-Eating Places1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address269 South Beverly Drive, Suite 1450, Beverly Hills, CA 902121
  • Phone(310) 601-25051
  • Shares outstanding13,711,789 as of Aug 12, 202614
  • Public float$78.5M as of Sep 30, 20255
  • AuditorMacias Gini & O’Connell LLP, Los Angeles, CA PCAOB ID 324; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceJun 1, 20101
  • Filings704 in all: 8-K (215), 4 (204), 10-Q (48), 3 (23), CORRESP (21), 10-K (16), 424B5 (15), 8-K/A (13)1
    All 44 form types

    UPLOAD (12), D (11), NT 10-Q (11), S-1/A (11), SC 13G/A (11), SC 13G (10), DEF 14A (9), DEFA14A (9), S-3 (7), EFFECT (6), NT 10-K (6), SCHEDULE 13D/A (4), SCHEDULE 13G/A (4), SEC STAFF LETTER (4), 10-Q/A (3), PRE 14A (3), S-3/A (3), 4/A (2), 424B3 (2), 425 (2), FWP (2), S-1 (2), S-8 (2), 10-K/A (1), 424B1 (1), 8-A12B (1), 8-A12B/A (1), 8-A12G (1), CERT (1), CERTNYS (1), D/A (1), DEFR14A (1), SC 13D (1), SC 13D/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Jun 29, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Jul 27, 2026
    Latest 8-K (8-K) Sep 23, 2026

Securities registered for trading

ClassSymbolExchange
Common stock, $0.001 par value per shareLVONASDAQ

From the cover page of the 10-K filed Jun 29, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks LiveOne, Inc. names in Item 1A of its 10-K filed Jun 29, 2026: 72 risks under these headings, as written.5

  • Risks Related to Our Business and Industry
  • Risks Related to Our Company
  • Risks Related to Our Acquisition Strategy
  • Risks Related to Technology and Intellectual Property
  • Risks Related to Our PodcastOne Business
  • Risks Related to Our E-commerce Merchandising Business
  • Risks Related to the Ownership of Our Common Stock
  • Risks Related to Our Cryptocurrency Assets Treasury Strategy
  • We rely on our largest OEM customer for a substantial percentage of our revenue. The loss of our largest OEM customer or the significant reduction of business or growth of business from such customer could significantly adversely affect our business, financial condition and results of operations
  • We rely on our relationship with our largest OEM customer for a substantial percentage of our potential subscribers who are now eligible to convert to become direct customers of LiveOne. Our inability to convert a significant number of these subscribers could cause a significant reduction of our business and could significantly adversely affect our business, financial condition and results of operations.
  • We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future.
  • We may require additional capital, including to fund our current debt obligations and to fund potential acquisitions and capital expenditures, which may not be available on terms acceptable to us or at all and which depends on many factors beyond our control.
The other 68 risks
  • There is substantial doubt about our ability to continue as a going concern
  • Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock and penny stock trading.
  • Our business is partially dependent on our ability to secure music streaming rights from Content Providers and to stream their live music and music-related video content on our platform, and we may not be able to secure such content on commercially reasonable terms or at all.
  • We may be unable to fund any significant up-front and/or guaranteed payment cash requirements associated with our live music streaming rights, which could result in the inability to secure and retain such streaming rights and may limit our operating flexibility, which may adversely affect our business, operating results and financial condition.
  • If we fail to increase the number of users consuming our music and music-related video content on our platform, and/or the number of paid users to Slacker, our business, financial condition and results of operations may be adversely affected.
  • Our ability to attract and retain users and/or the number of paid users to Slacker is highly sensitive to rapidly changing public tastes in music and technology.
  • Our ability to increase the number of our listeners depends in part on our ability to establish and maintain relationships with automakers, automotive suppliers and consumer electronics manufacturers with products that integrate our service.
  • We are a party to many content acquisition and other license agreements that are complex and impose numerous obligations upon us which may make it difficult to operate our business, and a breach of such agreements could adversely affect our business, operating results and financial condition.
  • We may be unsuccessful in developing our original content.
  • We face competition for users’ attention and time.
  • We face intense competition from competitors, and we may not be able to increase our revenues, which could adversely impact our business, financial condition and results of operations.
  • Our new platform features, services and initiatives, changes to existing features, services and initiatives and our plan to continue to increase the number of live events that we produce could fail to attract users, content partners, advertisers and platform partners or generate revenue.
  • Expansion of our content beyond live events and pre-recorded music, such as podcasts, subjects us to additional business, legal, financial and competitive risks.
  • We face significant competition for advertiser and sponsorship spend.
  • Emerging industry trends in digital advertising may pose challenges for our ability to forecast or optimize our advertising inventory, which may adversely impact our ad-supported revenue.
  • Our services and software are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm our reputation and our business.
  • Interruptions, delays or discontinuations in service arising from our own systems or from third parties could impair the delivery of our services and harm our business.
  • We rely upon the Google Cloud Platform (“GCP”) and Amazon Web Services (“AWS”) to operate certain aspects of our business and to store certain data, and any disruption of or interference with our use of the GCP and AWS could have a material adverse effect on our business, operating results, and financial condition.
  • If we fail to accurately predict, recommend, and stream and play music that our users enjoy, we may fail to retain existing users and attract new users in sufficient numbers to meet investor expectations for growth or to operate our business profitably.
  • If we are unable to increase revenue from our services on mobile devices, such as smartphones, our results of operations may be materially adversely affected.
  • Negative media coverage could adversely affect our business.
  • Our business depends on a strong brand, and any failure to maintain, protect and enhance our brand would hurt our ability to retain or expand our base of ad-supported users, paid users and advertisers.
  • We are subject to a number of risks related to credit card and debit card payments we accept.
  • We are subject to a number of risks related to other payment solution providers.
  • Our business emphasizes rapid innovation and prioritizes long-term user engagement over short-term financial condition or results of operations. That strategy may yield results that sometimes do not align with the market’s expectations. If that happens, our stock price may be negatively affected.
  • Streaming depends on effectively working with third-party platforms, operating systems, online platforms, hardware, networks, regulations, and standards we do not control. Changes in our services or those operating systems, hardware, networks, regulations, or standards, and our limitations on our ability to access those platforms, operating systems, hardware or networks may seriously harm our business.
  • If our security systems are breached, we may face civil liability, and public perception of our security measures could be diminished, either of which would negatively affect our ability to attract and retain paid users, ad-supported users, advertisers, Content Providers and other business partners.
  • We are at risk of attempts at unauthorized access to our services, and failure to effectively prevent and remediate such attempts could have an adverse impact on our business, operating results, and financial condition. Unauthorized access to our services may cause us to misstate key performance indicators, which once discovered, corrected, and disclosed, could undermine investor confidence in the integrity of our key performance indicators and could cause our stock price to drop significantly.
  • We are at risk of artificial manipulation of stream counts and failure to effectively manage and remediate such fraudulent streams could have an adverse impact on our business, operating results and financial condition. Fraudulent streams and potentially associated fraudulent user accounts or artists may cause us to overstate key performance indicators, which once discovered, corrected and disclosed, could undermine investor confidence in the integrity of our key performance indicators and could cause our stock price to drop significantly.
  • Our user metrics and other estimates are subject to inherent challenges in measurement, and real or perceived inaccuracies in those metrics may seriously harm and negatively affect our reputation and our business.
  • We plan to expand into international markets in the future, which would subject us to risks associated with the legislative, judicial, accounting, regulatory, foreign exchange, political and economic risks and conditions specific to such markets, which could adversely affect our business, financial condition and results of operations.
  • Taxing authorities may successfully assert that we should have collected, or in the future should collect sales and use or similar taxes, and we could be subject to liability with respect to past or future tax, which could adversely affect our business, financial condition and results of operations.
  • Our success depends, in significant part, on discretionary consumer and corporate spending on entertainment and factors adversely affecting such spending could have a material adverse effect on our business, financial condition and results of operations.
  • We may be subject to risks associated with artificial intelligence and machine learning technology
  • Advancements in AI technology may adversely affect our business model and competitive position.
  • Wildfires and other natural disasters in and around Los Angeles may disrupt our operations and adversely impact our business.
  • Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products.
  • If we do not respond to technological innovations or changes or upgrade our technology systems, our growth prospects and results of operations could be adversely affected.
  • For the fiscal year ended March 31, 2026, our management concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective due to the existence of material weaknesses in our internal control over financial reporting during such periods. If we are unable to establish and maintain effective disclosure controls and internal controls over financial reporting, our ability to produce accurate financial statements on a timely basis or prevent fraud could be impaired, and the market price of our securities may be negatively affected.
  • We may not have the ability to repay the amounts then due under our Debentures at maturity.
  • If we do not comply with the provisions of the Debentures financing agreements and/or the SX Settlement, such parties may terminate their obligations to us, accelerate our debt and/or require us to repay all outstanding amounts owed thereunder.
  • Our debt agreements contain restrictive and financial covenants that may limit our operating flexibility, and our substantial indebtedness may limit cash flow available to invest in the ongoing needs of our business.
  • We will continue to incur significant increased costs as a result of operating as a public company.
  • We heavily depend on relationships with our Content Providers and other Industry Stakeholders and adverse changes in these relationships, could adversely affect our business, financial condition and results of operations.
  • We depend upon third-party licenses for sound recordings and musical compositions and other content and an adverse change to, loss of, or claim that we do not hold any necessary licenses may materially adversely affect our business, operating results and financial condition.
  • We rely on key members of management, particularly our Chairman and Chief Executive Officer, Mr. Robert Ellin, and our Interim Chief Financial Officer, Interim Treasurer and Interim Secretary, Craig Christensen, and the loss of their services or investor confidence in them could adversely affect our success, development and financial condition.
  • Rising inflation may adversely affect us by increasing costs of labor, equipment and other costs beyond what we can recover through price increases.
  • Unfavorable outcomes in legal proceedings may adversely affect our business, financial conditions and results of operations.
  • We may incur substantially more debt or take other actions that would intensify the risks discussed above.
  • We may not have sufficient cash flow from our business operations to make payments on our indebtedness.
  • We may not have the ability to pay the cash dividends or other amounts then due to the holders of our Series A Preferred Stock.
  • Our quarterly operating results may be volatile and are difficult to predict in the future, and our stock price may decline if we fail to meet the expectations of securities analysts or investors.
  • We may not be able to attract qualified personnel.
  • We engage certain consultants to work for us. If the consultants that we utilize are characterized as employees and if we are deemed to be delinquent in our payroll taxes or incur other employment-related liabilities with respect to those consultants, we and our management team could incur significant liabilities.
  • Difficulties in obtaining accurate and comprehensive information necessary to identify the compositions embodied in sound recordings on Slacker’s services and the ownership thereof may impact Slacker’s ability to perform its obligations under its licenses, affect the size of its catalog, impact its ability to control content acquisition costs, and lead to potential copyright infringement claims.
  • We are subject to cybersecurity risks to our systems, infrastructure, and technology, and data processed by us or third-party vendors.
  • Costs associated with, and our ability to obtain adequate insurance, could adversely affect our financial condition and profitability.
  • Our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment.
  • We can give no assurances as to when we will consummate any future acquisitions or whether we will consummate any of them at all.
  • A number of other companies are seeking to make acquisitions in our industry, which may make our acquisition strategy more difficult or expensive to pursue.
  • We may enter into acquisitions and take actions in connection with such transactions that could adversely affect our business and results of operations.
  • We rely heavily on technology to stream content and manage other aspects of our operations and on our CMS. The failure of any of this technology to operate effectively could adversely affect our business.
  • We may be unable to adequately protect our intellectual property rights.
  • We may be accused of infringing upon intellectual property rights of third parties.
  • Our live music streaming network uses open source software, and we license some of our software through open source projects, which may pose particular risks to our proprietary software, products, and services in a manner that could have a negative effect on our business.
  • Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business.
  • The success of our business and operations depends, in part, on the integrity of our systems and infrastructures, as well as affiliate and third-party computer systems, Wi-Fi and other communication systems. System interruption and the lack of integration and redundancy in these systems and infrastructures may have an adverse impact on our business, financial condition and results of operations.
  • Privacy concerns could limit our ability to leverage our user data and compliance with privacy regulations could result in significant expense.

Legal proceedings

We are from time to time, party to various legal proceedings arising out of our business. Certain legal proceedings in which we are involved are discussed in Note 15 - Commitments and Contingencies, to the consolidated financial statements included in Item 8. Financial Statement and Supplementary Data, and are incorporated herein by reference. Litigation is subject to inherent uncertainties, and an adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. Regardless of the outcome, litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, and other factors.

The opening of Item 3, Legal Proceedings.5

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