LiveOne Inc美股招股说明书(2026-03-10版)

500,000 Shares of Common Stock Pursuant to this prospectus supplement and the accompanying prospectus, we are offering 500,000 shares (the “Shares”) ofour common stock, $0.001 par value per share (the “common stock”), at an offering price per share equal to $7.50 to Music andEntertainment Rights Licensing Independent Network Limited (“Merlin”). The shares of common stock are being issued and solddirectly to Merlin pursuant to the Shares Issuance Agreement, dated March 3, 2026, by and among the Company, Merlin and Slacker,Inc. (“Slacker”), the Company’s wholly owned subsidiary. The Shares are being issued to Merlin to satisfy Slacker’s outstandingpayment and music royalty payment obligations (the “Payments”) due under the Digital Music Services Agreement, dated as ofFebruary 1, 2014, as amended on March 3, 2026, between Merlin and Slacker. We will not receive any cash proceeds from the offering of the Shares, however, the net proceeds of any sale of the Shares byMerlin will be offset against the Payments (subject to certain payment adjustment). We expect to incur approximately $20,000 ofexpenses in connection with this offering. Merlin may be deemed an “underwriter” within the meaning of the Securities Act of 1933,as amended. All selling and other expenses incurred by Merlin will be paid by Merlin, provided that we agreed to reimburse Merlin forits reasonable and customary transaction trading expenses. Our common stock trades on The Nasdaq Capital Market under the symbol “LVO.” On March 2, 2026, the last reported saleprice of our common stock on The Nasdaq Capital Market was $5.27 per share. You should read carefully this prospectus supplement and the accompanying prospectus, as well as the documentsincorporated by reference herein and therein, before you invest in our securities. Investing in our securities involves a high degree of risk. Please read “Risk Factors” beginning on page S-23 of thisprospectus supplement, the section captioned “Item1A—RiskFactors” in our most recently filed Annual Report on Form10-Kand in our most recently filed Quarterly Report on Form10-Q,which we have incorporated by reference into thisprospectus supplement, and the accompanying prospectus and in the documents incorporated by reference into this prospectussupplement. Neither theU.S.Securities and Exchange Commission nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus supplement or the accompanying prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. This offering is expected to close on or about March 10, 2026, subject to customary closing conditions, without further noticeto you. Other than as described above, the shares of common stock offered hereby are being sold directly by us without the use ofunderwriters or agents. The date of this prospectus supplement is March 3, 2026 TABLE OF CONTENTS Prospectus Supplement PageABOUT THIS PROSPECTUS SUPPLEMENTS-iiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-ivPROSPECTUS SUPPLEMENT SUMMARYS-1THE OFFERINGS-22RISK FACTORSS-23USE OF PROCEEDSS-27DILUTIONS-27DESCRIPTION OF SECURITIES WE ARE OFFERINGS-28PLAN OF DISTRIBUTIONS-29LEGAL MATTERSS-29EXPERTSS-30WHERE YOU CAN FIND MORE INFORMATIONS-30INCORPORATION OF CERTAIN INFORMATION BY REFERENCES-31 Prospectus PageABOUT THIS PROSPECTUSiiiPROSPECTUS SUMMARY1RISK FACTORS5CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS5USE OF PROCEEDS8PLAN OF DISTRIBUTION8GENERAL DESCRIPTION OF THE SECURITIES WHICH MAY BE OFFERED10DESCRIPTION OF CAPITAL STOCK11DESCRIPTION OF DEBT SECURITIES15DESCRIPTION OF WARRANTS17DESCRIPTION OF RIGHTS18DESCRIPTION OF UNITS19LEGAL MATTERS21EXPERTS21WHERE YOU CAN FIND MORE INFORMATION21INCORPORATION OF CERTAIN INFORMATION BY REFERENCE22 EXPLANATORY NOTE Effective September 26, 2025, LiveOne, Inc. (the “Company”) effected a 1-for-10 reverse stock split (the “Reverse StockSplit”) of its issued and outstanding shares of common stock, $0.001 par value per share (the “common stock”). As a result of theReverse Stock Split, every 10 shares of the Company's issued and outstanding pre-Reverse Stock Split shares of common stock werecombined into one share of common stock. Stockholders who otherwise were entitled to receive fractional shares of common stockreceived cash (without interest) in lieu of any fractional shares. In connection with the Reverse Stock Split, there was no change in thepar value per share of common stock of $0.001. As a result of the Reverse Stock Split, equitable adjustments corresponding to theReverse Stock Split ratio were made to the Company’s outstanding warrants and its other convertible instruments and upon theexercise or vesting of all stock options such that every 10 shares of common stock that may be issued upon the exercise of theCompany's warrants and stock options and conversion of its other convertible instruments held immediately prior to the Reverse StockSplit represent