Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On March 3, 2026, LiveOne, Inc. (the "Company"), Slacker, Inc. ("Slacker"), the Company's wholly owned subsidiary, and Music and Entertainment Rights Licensing Independent Network Limited ("Merlin") entered into a Shares Issuance Agreement (the "Agreement") pursuant to which the Company agreed to issue to Merlin 500,000 shares (the "Shares") of its common stock, $0.001 par value per share (the "common stock"), at a deemed issued price of $7.50 per share. The Shares will be issued as payment of (i) any outstanding music royalty payments due by Slacker under the Digital Music Services Agreement, dated as of February 1, 2014, entered into between Merlin and Slacker, as last amended on March 3, 2026 (the "Amendment" and the Original DMSA, as amended, the "DMSA"), and (ii) any music royalty payments due by Slacker to Merlin during the Extended Term (as defined below), unless terminated earlier as provided therein. Pursuant to the Amendment, the parties agreed to extend the term of the DMSA through November 30, 2026, as such maybe further extended to November 30, 2027 (the "Extended Term").

Pursuant to the Amendment, Merlin's sale proceeds of any Shares will be offset against any royalty payments or other fees due to Merlin under the DMSA, and among other things, upon any termination or expiration of the DMSA, Slacker will have the option to purchase any unsold Shares held by Merlin or to pay in immediately available funds any amount then outstanding under the DMSA (and in such event Merlin shall return for cancellation any unsold Shares). Merlin agreed not to sell the Shares in excess of more than 5% of the average daily trading volume for the common stock for the preceding 20 consecutive trading days (excluding from such average any index rebalancing days). In the event any fees remain payable to Merlin upon expiration of the Extended Term, Slacker will pay such remaining amounts to Merlin in immediately available funds.

The Shares will be issued to Merlin pursuant to the Company's effective shelf Registration Statement on Form S-3 (File No. 333-284916), which was filed with the U.S. Securities and Exchange Commission (the "SEC") on February 13, 2025 (the "Registration Statement"), and a prospectus supplement relating to the offering of the Shares filed with the SEC on March 10, 2026. The settlement of the issuance of the Shares is expected to take place on or about March 10, 2026. The Company will not receive any cash proceeds from the offering of the Shares.

The legal opinion, including the related consent, of Foley Shechter Ablovatskiy LLP, the Company's outside corporate and securities counsel, are filed as Exhibits 5.1 and 23.1, respectively, to this Current Report.