SCHEDULE: LiveOne Insider Robert Ellin and Affiliates Increase Stake to 22.8% Through Preferred Stock Conversions and Warrants

Robert S. Ellin, LiveOne's CEO and Chairman, along with affiliated entities, has significantly increased their beneficial ownership in LiveOne, Inc. to 22.8% of common stock, primarily driven by recent conversions of Series A Preferred Stock and the exercise of warrants.

Summary

• Robert S. Ellin, LiveOne's CEO, Chairman, and director, along with Trinad Capital Master Fund, Ltd., Trinad Capital Management, LLC, and JJAT Corp. (collectively, the "Reporting Persons"), beneficially own an aggregate of 23,969,618 shares of LiveOne, Inc. common stock, representing 22.8% of the class.
• This beneficial ownership is based on 101,628,164 shares of common stock issued and outstanding as of July 15, 2025.
• Mr. Ellin directly beneficially owns 2,756,333 shares (2.7%), including 666,667 vested Service Options, and indirectly beneficially owns 21,213,285 shares (20.3%) through Trinad Management and JJAT.
• Trinad Capital Master Fund, Ltd. directly beneficially owns 13,679,259 shares (13.1%), which includes 987,252 shares issuable from Series A Preferred Stock conversion and 2,035,399 shares issuable from warrants.
• Trinad Capital Management, LLC beneficially owns 14,395,475 shares (13.8%), encompassing its direct holdings and indirect ownership through Trinad Capital.
• JJAT Corp. directly beneficially owns 6,817,810 shares (6.7%).
• The increase in beneficial ownership is partly due to the July 2025 Exchange Agreement, where Trinad Capital converted 2,250 shares of Series A Preferred Stock into 1,500,000 common shares and received 1,500,000 three-year warrants exercisable at $0.01 per share.
• Another contributing factor was the April 2024 Exchange Agreement, where Trinad Capital converted 3,395.09 Series A Preferred shares into 1,616,709 common shares and received 535,399 three-year warrants exercisable at $2.10 per share.
• Previously, in February 2023, Trinad Capital exchanged $6,177,218 in promissory notes for 21,177 shares of Series A Perpetual Convertible Preferred Stock (stated value $1,000 per share, convertible at $2.10 per share, with a 12% annual dividend), and also received 200,000 common shares.
• All shares reported were acquired for investment purposes, and no borrowed funds were used for their purchase.

Sentiment

Score: 6

Explanation: The filing indicates a significant and increasing insider stake, which can be viewed positively as a sign of confidence and alignment. However, it also highlights potential future dilution from warrant exercises. The nature of a 13D filing is primarily disclosure of ownership, not operational performance, leading to a neutral-to-slightly positive sentiment.

Positives

• Significant insider ownership by CEO Robert S. Ellin and affiliated entities, demonstrating strong alignment of interests with shareholders.
• Mr. Ellin's agreement to serve as CEO and extend his equity lock-up period until Harvest Funds no longer own Series A Preferred Stock indicates a long-term commitment to the company's leadership and stability.
• The conversion of preferred stock and promissory notes into common equity reduces the company's debt and preferred dividend obligations, potentially strengthening its balance sheet.

Negatives

• The conversion of preferred stock and exercise of warrants, particularly the 1,500,000 warrants with a $0.01 exercise price, represent potential future dilution for existing common shareholders.

Risks

• Potential dilution of existing common shareholders from the exercise of warrants and conversion of preferred stock.
• Future strategic decisions by the Reporting Persons, including potential debt or equity capital raising transactions, acquisitions, mergers, or disposals of shares, could impact the company's structure and share price.

Future Outlook

The Reporting Persons intend to continually evaluate their investment in LiveOne, Inc. They may engage in communications with company stakeholders regarding operations and strategic direction, which could include discussions about debt or equity capital raising transactions, acquisitions, mergers, combinations, and other strategic transactions. They reserve the right to change their investment purpose and take further actions, including causing or introducing strategic or corporate transactions, or acquiring/disposing of shares in the open market or privately negotiated transactions.

Management Comments

• Robert S. Ellin, as the Chief Executive Officer, Chairman, and a director of LiveOne, Inc., has agreed to serve in his role and extend the period during which he cannot dispose of any equity or convertible securities of the Issuer, subject to certain exceptions, until the Harvest Funds no longer own any shares of Series A Preferred Stock.

Industry Context

This filing primarily details changes in beneficial ownership and related party transactions, rather than providing broader industry trends or competitive analysis. LiveOne operates in the digital media and music industry.

Corporate Governance

Related Party Transactions

• Securities Purchase Agreement (September 9, 2011): Trinad Capital purchased 1,333,333 shares of Common Stock from a former shareholder.
• Merger with KoKo (Camden) Holdings (US), Inc. (April 28, 2014): JJAT, an entity principally owned by Mr. Ellin, received 19,333,333 shares of Common Stock.
• Management Agreement (September 23, 2011): Issuer compensated Trinad Management (managed by Mr. Ellin) with fees and a warrant for services, which was later exercised for 716,216 shares.
• Issuance of Promissory Note to JJAT (August 19, 2016): Issuer issued a $55,000 note to JJAT, which was repaid in full.
• Public Offering (December 27, 2017): Trinad Capital purchased 700,000 shares of Common Stock at $4.00 per share.
• February 2023 Exchange Agreement (February 3, 2023): Trinad Capital exchanged $6,177,218 in promissory notes for Series A Preferred Stock and 200,000 common shares.
• April 2024 Exchange Agreement (April 1, 2024): Trinad Capital converted Series A Preferred Stock into common shares and received warrants.
• July 2025 Exchange Agreement (July 15, 2025): Trinad Capital converted Series A Preferred Stock into common shares and received warrants with a $0.01 exercise price.
• Stock Options Grant (September 7, 2017): Issuer granted Mr. Ellin stock options for 1,166,667 shares, of which 666,667 vested.

Stakeholder Impact

• Shareholders: Potential for dilution from the conversion of preferred stock and exercise of warrants, particularly the July 2025 warrants with a $0.01 exercise price. Increased insider ownership may provide confidence in management's commitment.
• Management: Robert S. Ellin's continued role as CEO and Chairman, coupled with his extended lock-up period, signifies stability and long-term commitment from key leadership.

Next Steps

• Reporting Persons intend to continually evaluate their investment in LiveOne, Inc.
• Reporting Persons may engage in communications with LiveOne's stockholders, officers, or directors regarding operations and strategic direction.
• Reporting Persons may formulate and implement plans or proposals with respect to strategic or corporate transactions, including debt or equity capital raising, acquisitions, mergers, and combinations.
• Reporting Persons may acquire or dispose of shares of Common Stock or other securities of the Issuer in the future.

Key Dates

Recommendation

The filing primarily details an update to beneficial ownership and the completion of pre-arranged transactions, rather than new operational or financial performance data. While the significant insider ownership and management commitment are positive signals, the potential for future dilution from warrant exercises, especially those with a very low exercise price, warrants a cautious stance. Investors should monitor future operational results and the impact of these conversions on the share count.

Keywords

LiveOne, Robert S. Ellin, Trinad Capital, Trinad Management, JJAT Corp, Beneficial Ownership, Schedule 13D, Common Stock, Preferred Stock, Warrants, Insider Ownership, SEC Filing, Corporate Governance, Capital Structure, Dilution, Strategic Investment