UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 29, 2017
LIVEXLIVE MEDIA, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 333-167219 | 98-0657263 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(I.R.S. Employer
Identification No.) |
269 South Beverly Drive, Suite 1450
Beverly Hills, California 90212
(Address of principal executive offices) (Zip Code)
(310) 601-2500
(Registrant’s telephone number, including area code)
n/a
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
On December 29, 2017, LiveXLive Media, Inc., a Delaware corporation (the “Company”), LXL Music Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Acquisition Sub”), and Slacker, Inc., a Delaware corporation (“Slacker”), completed the previously announced merger of Acquisition Sub with and into Slacker, with Slacker surviving the merger as a wholly owned subsidiary of the Company (the “Merger”). The Merger was effected pursuant to the Agreement and Plan of Merger, dated as of August 25, 2017, by and among the Company, Acquisition Sub, Slacker and Fortis Advisors LLC, in its capacity as the substitute stockholders’ agent in connection with the transactions contemplated by the Merger Agreement, as amended on September 28, 2017, October 30, 2017, December 5, 2017 and December 15, 2017 (as amended, the “Merger Agreement”).
Pursuant to the terms and conditions of the Merger Agreement, at the effective time of the Merger (the “Effective Time”), (i) all of the issued and outstanding shares of capital stock of Slacker were converted into the right to receive an aggregate of 6,126,778 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”), (ii) 1,675,893 shares of the Company’s Common Stock were issued to payoff Slacker’s Convertible Promissory Notes, which includes payoff of the Incremental Stockholder Loan and additional shares issuable by the Company in connection therewith (each as defined in the Merger Agreement), based on the offering price of $4.00 in the Company’s underwritten public offering consummated on December 27, 2017, and (iii) approximately $2,350,000 was paid by the Company to payoff the Transaction Expenses (as defined in the Merger Agreement) as of the closing of the Merger. After giving effect to the purchase price adjustments, payment of Transaction Expenses by the Company and payment of $150,000 by the Company with respect to stockholders’ agent fees and expenses, which amounts are held in escrow, no cash was paid by the Company to the holders of Slacker’s capital stock at the closing of the Merger. Pursuant to the terms of the Merger Agreement, the Company did not assume any outstanding warrants and options to acquire any shares of capital stock of Slacker and such securities were terminated and cancelled in connection with the Merger. No fractional shares of Common Stock were issued in connection with the Merger. Instead, any fraction of the Company’s Common Stock due under the Merger Agreement were rounded down to the nearest whole share in accordance with the Merger Agreement.
The foregoing description of the Merger Agreement and the Merger is not complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was attached as Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on August 31, 2017, Amendment No. 1 to the Merger Agreement, dated as of September 28, 2017, which was attached as Exhibit 2.2 to the Company’s Current Report on Form 8-K, filed with the SEC on October 5, 2017, Amendment No. 2 to the Merger Agreement, dated as of October 30, 2017, which was attached as Exhibit 2.3 to the Company’s Current Report on Form 8-K, filed with the SEC on November 3, 2017, Amendment No. 3 to the Merger Agreement, dated as of December 5, 2017, which was attached as Exhibit 2.4 to the Company’s Current Report on Form 8-K, filed with the SEC on December 26, 2017, and Amendment No. 4 to the Merger Agreement, dated as of December 15, 2017, which was attached as Exhibit 2.7 to the Company’s Registration Statement on Form S-1/A, Amendment No. 6, filed with the SEC on December 21, 2017, the terms of which are incorporated herein by reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
Pursuant to the Merger Agreement, in connection with the Merger, the Company issued an aggregate of 6,126,778 shares of Common Stock to the existing shareholders of Slacker (inclusive of shares held in escrow in accordance with the Merger Agreement) and 1,675,893 shares of Common Stock to payoff Slacker’s Convertible Promissory Notes, which includes payoff of the Incremental Stockholder Loan and additional shares issuable by the Company in connection therewith.
The number of shares of Common Stock issued, the nature of the Merger, and the nature and amount of consideration received by the Company are described in Item 2.01 of this Current Report on Form 8-K (this “Current Report”), which is incorporated by reference into this Item 3.02. Such sales were exempt from registration under Section 4(a)(2) and/or Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder.
| Item 8.01. | Other Events. |
On January 5, 2018, the Company issued a press release announcing the consummation of the Merger. A copy of the press release is being furnished as Exhibit 99.1 to this Current Report and is incorporated by reference herein. The Company’s filing under this Item 8.01 is not an admission as to the materiality of any information reported under this Item 8.01 that is required to be disclosed solely by Regulation FD.
| Item 9.01. | Financial Statements and Exhibits. |
| (a) | Financial Statements of Businesses Acquired. |
The audited financial statements of Slacker as of December 31, 2016 and December 31, 2015 and for the years then ended, as well as the unaudited financial statements of Slacker as of and for the nine months ended September 30, 2017, are incorporated by reference herein from Exhibits 99.2 and 99.3, respectively, to this Current Report.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed combined financial statements of the Company and Slacker as of and for the nine months ended September 30, 2017 and for the twelve months ended March 31, 2017 shall be filed by an amendment to this Current Report as soon as practicable and not later than 71 calendar days after the date that this Current Report must be filed.
| (d) | Exhibits. |
* Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LIVEXLIVE MEDIA, INC. | ||
| By: | /s/ Robert S. Ellin | |
| Name: | Robert S. Ellin | |
| Dated: January 5, 2018 | Title: | Chief Executive Officer and Chairman of the Board of Directors |
3
Exhibit 99.1
LIVEXLIVE ACQUIRES SLACKER RADIO
Audio and Video Streaming Services Combine to Deliver Music and Music-Related Content Across Platforms
BEVERLY HILLS, Calif., Jan. 5, 2018 -- LiveXLive Media, Inc. (OTC: LIVX) ("LiveXLive"), one of the only premium networks devoted to live music and music-related video content, announced today that it has closed its acquisition of Slacker Radio (“Slacker”), a streaming music and personalized radio subscription service.
Slacker is a key innovator in the streaming music space. Slacker represents the next-generation of personalized radio, enabling music lovers to choose from the broadest selection of human-curated stations personalized to their independent tastes. Its proven programming and personalization platform boasts a catalog of more than 13 million audio tracks from all three major music companies and many independent labels. Slacker has approximately 1.5 million monthly unique users and more than 400,000 subscribers on its paid and ad-supported platforms. Additionally, Slacker has hundreds of expertly programmed stations, including news, sports, and talk from ABC News, ESPN and others. Slacker also powers the streaming music experiences for global brands including Tesla and Samsung.
“LiveXLive is leading the evolution of the music business and we believe Slacker is a perfect complement to our video platform,” said Robert Ellin, CEO and Chairman of LiveXLive Media. “We look forward to working with the Slacker team as we combine the best audio and video content across live and recorded music. By combining LiveXLive’s leadership in music festival streaming and our massive music video content with Slacker’s proven audio platform, we immediately expand our reach and dramatically accelerate our ability to deliver world-class music-related entertainment across platforms – on a global scale,” continued Mr. Ellin.
Slacker and LiveXLive are combining content programming teams and building a network of both audio and video channels that stretch across mobile, TV apps, and in-car infotainment systems. Slacker Radio furthers LiveXLive’s ability to drive innovation across technology and digital entertainment while providing the company with access to a new base of consumers and music enthusiasts. Slacker’s technology team and data-rich platform bring significant advantages to both the audio and video sides of LiveXLive. Similarly, LiveXLive’s leadership in live music streaming and access to festivals, clubs, venues, concerts and its influencer network, with more than 85 million combined followers, will open the door for creative new content collaborations and increased exposure.
Nearly 60 percent of millennials use two or more apps for streaming music, according to Nielsen. The market is primed for a service that combines video with the live and recorded music worlds. Bringing Slacker into the LiveXLive fold provides fans with a premium radio experience and a virtual pass to some of music’s biggest nights, from festivals and concerts to special performances by some of the world’s top artists.
“We are thrilled to join the LiveXLive team. We look forward to executing on our mutual commitment to reinvigorate the music business by creating fan-first content and programming. We are leveraging our combined cutting-edge technologies to deliver a superior consumer experience which will accelerate growth in the overall business,” said Duncan Orrell-Jones, CEO of Slacker.
###
About LiveXLive Media, Inc.
LiveXLive Media, Inc. (“LiveXLive Media”) is a consolidated group of premier media brands and technology assets that create a social media ecosystem for music, including the LiveXLive platform (“LiveXLive”). LiveXLive is one of the world’s only premium streaming services devoted to live music and music-related video content, delivering live streamed and premium, on demand original content to nearly any internet-connected screen. Since its launch in 2015, LiveXLive has been building an online destination for music fans to enjoy premium live performances from music venues and leading music festivals around the world, such as Rock in Rio, Outside Lands Music and Arts Festival and Hangout Music Festival, as well as premium original content, artist exclusives and industry interviews. The LiveXLive platform has featured performances and content from some of the most popular artists in various music genres, including Rihanna, Katy Perry, Metallica, Duran Duran, Radiohead, Chance The Rapper, Bruce Springsteen, Major Lazer and Maroon 5.
LiveXLive Media’s businesses also include social media influencer venture LiveXLive Influencers. LiveXLive Media is headquartered in Beverly Hills, CA. For more information, visit our website at www.livexlive.com and follow us on Facebook, Instagram and Twitter at @livexlive.
Forward-Looking Statements
All statements other than statements of historical facts contained in this press release are “forward-looking statements.” These statements involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to differ materially from those expressed or implied by such statements. These factors include uncertainties as to identifying, acquiring, securing and developing content, ability to attract and retain users, successfully implementing LiveXLive Media’s and Slacker’s growth strategy, including relating to their technology platforms and applications, management’s relationships with industry stakeholders, changes in economic conditions, competition, and other risks including, but not limited to, those described from in LiveXLive Media’s Registration Statement on Form S-1, Amendment No. 5, filed with the Securities and Exchange Commission on December 15, 2017 (the “SEC”) and other filings and submissions with the SEC. These forward-looking statements speak only as of the date hereof and LiveXLive Media disclaims any obligations to update these statements except as may be required by law.
Investor Contact:
Alex Wellins
The Blueshirt Group
alex@blueshirtgroup.com
(415) 217-5861
Media Contact:
Kristi Mexia
Beck Media & Marketing
kristi.mexia@beckmedia.com
(310) 300-4800