LiveOne (LVO) risk factors, FY2026 10-K

Other

1. 01There is substantial doubt about our ability to continue as a going concern100% rewritten
2. 02Our 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
3. 03We 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

Risks Related to Our Company

1. 04We 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 operations29% rewritten
2. 05Our 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 business100% rewritten
3. 06If we do not comply with the provisions of our senior Debentures, the holders of the Debentures may accelerate our obligations to them and require us to repay all outstanding amounts owed thereunder
4. 44We may not have the ability to repay the amounts then due under our Debentures at maturity24% rewritten
5. 45If 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 thereunder41% rewritten
6. 46Our 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 business100% rewritten
7. 47placing us at a competitive disadvantage compared to our competitors that have less debt or better debt servicing options
8. 48We will continue to incur significant increased costs as a result of operating as a public company
9. 49We 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
10. 50Rising inflation may adversely affect us by increasing costs of labor, equipment and other costs beyond what we can recover through price increases
11. 51We may incur substantially more debt or take other actions that would intensify the risks discussed above41% rewritten
12. 52We may not have sufficient cash flow from our business operations to make payments on our indebtedness
13. 53We may not have the ability to pay the cash dividends or other amounts then due to the holders of our Series A Preferred Stock
14. 54Our 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
15. 55an increase in costs associated with protecting our intellectual property, defending against third-party intellectual property infringement allegations or procuring rights to third-party intellectual property
16. 56We may not be able to attract qualified personnel
17. 57We 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
18. 58We are subject to cybersecurity risks to our systems, infrastructure, and technology, and data processed by us or third-party vendors
19. 59Costs associated with, and our ability to obtain adequate insurance, could adversely affect our financial condition and profitability
20. 60Our operating results may be adversely affected by unfavorable economic and market conditions and the uncertain geopolitical environment24% rewritten

Risks Related to the Ownership of Our Common Stock

1. 07The market price of our common stock may be highly volatile
2. 08We cannot guarantee that our stock repurchase program will be consummated, fully or all, or that it will enhance long-term shareholder value. Stock repurchases could also increase the volatility of the trading price of our stock and could diminish our cash reserves
3. 09We do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock
4. 101Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our equity incentive plan and any acquisition or financing agreement, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall
5. 102Conversion of our Series A Preferred Stock and/or Debentures will dilute the ownership interest of our existing stockholders and sales of any such converted shares may otherwise depress the price of our common stock
6. 103other events or factors, including those resulting from impact of war or incidents of terrorism, other epidemics, or responses to these events
7. 104Our Chairman and Chief Executive Officer and stockholders affiliated with him own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder approval
8. 105Sales of a substantial number of shares of our common stock in the public market by certain of our stockholders could cause our stock price to fall
9. 106FINRA sales practice requirements may limit a stockholder ’ s ability to buy and sell our stock
10. 107If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about our business, our share price and trading volume could decline
11. 108If securities or industry analysts publish inaccurate or unfavorable research about our business, our stock price could decline
12. 109Our ability to use our net operating loss carryforwards and certain other tax attributes may be limited
13. 110These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management

Risks Related to Our Cryptocurrency Assets Treasury Strategy

1. 10We are subject to counterparty risks, including in particular risks relating to our custodianNew

Risks Related to Our Business and Industry

1. 11We have incurred significant operating and net losses since our inception and anticipate that we will continue to incur significant losses for the foreseeable future26% rewritten
2. 12We 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
3. 13There is substantial doubt about our ability to continue as a going concern100% rewritten
4. 14Our failure to meet the continued listing requirements of Nasdaq could result in a delisting of our common stock and penny stock trading21% rewritten
5. 15If 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
6. 16Our 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 technology22% rewritten
7. 17Our 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
8. 18We 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
9. 19comply with certain security and technical specifications
10. 20We may be unsuccessful in developing our original content
11. 21We face competition for users ’ attention and time
12. 22Our 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
13. 23Expansion of our content beyond live events and pre-recorded music, such as podcasts, subjects us to additional business, legal, financial and competitive risks
14. 24We face significant competition for advertiser and sponsorship spend
15. 25Emerging 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
16. 26Our 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
17. 27Interruptions, delays or discontinuations in service arising from our own systems or from third parties could impair the delivery of our services and harm our business38% rewritten
18. 28If 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
19. 29If we are unable to increase revenue from our services on mobile devices, such as smartphones, our results of operations may be materially adversely affected
20. 30Negative media coverage could adversely affect our business
21. 31Our 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
22. 32We are subject to a number of risks related to credit card and debit card payments we accept
23. 33We are subject to a number of risks related to other payment solution providers
24. 34If 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
25. 35Our 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
26. 36lower levels of internet usage, credit card usage and consumer spending in comparison to those in the United States; and
27. 37Taxing 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
28. 38Our 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
29. 39We may be subject to risks associated with artificial intelligence and machine learning technology
30. 40Advancements in AI technology may adversely affect our business model and competitive position
31. 41Our headquarters and a significant portion of our operations are located in Los Angeles, a region prone to wildfires and other natural disasters such as earthquakes and power outages. Wildfires, in particular, pose a material risk to our physical infrastructure, employee safety, and overall business continuity
32. 42Increased data protection regulation may result in increased complexities and risk in connection with the operation of our business and our products
33. 43If 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

Risks Related to Our Acquisition Strategy

1. 61We can give no assurances as to when we will consummate any future acquisitions or whether we will consummate any of them at all
2. 62A number of other companies are seeking to make acquisitions in our industry, which may make our acquisition strategy more difficult or expensive to pursue
3. 63We may enter into acquisitions and take actions in connection with such transactions that could adversely affect our business and results of operations
4. 64incurring large accounting write-offs or impairments

Risks Related to Technology and Intellectual Property

1. 65We 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
2. 66We may be unable to adequately protect our intellectual property rights
3. 67We may be accused of infringing upon intellectual property rights of third parties
4. 68Our 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
5. 69Changes in how network operators handle and charge for access to data that travel across their networks could adversely impact our business
6. 70Privacy concerns could limit our ability to leverage our user data and compliance with privacy regulations could result in significant expense
7. 71Our reputation and relationships with users would be harmed if our user data, particularly billing data, were to be accessed by unauthorized persons
8. 72Regulatory and business practice developments relating to personal information of our users and/or failure to adequately protect the personal information of our users may adversely affect our business

Risks Related to Our PodcastOne Business

1. 73We generate a substantial portion of our revenues from PodcastOne ’ s podcast and advertising sales. If PodcastOne fails to maintain or grow podcasting and advertising revenue, our financial results may be adversely affected
2. 74PodcastOne faces and will continue to face competition for listeners and their listening time
3. 75PodcastOne ’ s business is dependent upon the performance of its podcasts and their talent
4. 76If PodcastOne fails to increase the number of listeners consuming its podcast content, our business, financial condition and results of operations may be adversely affected
5. 77Significant up-front and/or minimum guarantees required under certain of PodcastOne ’ s podcast license agreements may limit its operating flexibility and may adversely affect our business, operating results, and financial condition
6. 78PodcastOne ’ s podcasting revenue and operating results are highly dependent on the overall demand for advertising. Factors that affect the amount of advertising spending, such as economic downturns, can make it difficult to predict our revenue and could adversely affect its business
7. 79Expansion of PodcastOne ’ s operations to deliver podcasts subjects it to increased business, legal, financial, reputational, and competitive risks
8. 80Increases in the costs in relation to podcast content creators, such as higher hosts ’ compensation and costs of discovering and cultivating a top podcast content creator, may have an adverse effect on our business, financial condition and results of operations
9. 81PodcastOne relies on integrations with advertising platforms, demand-side platforms ( “ DSPs ” ), proprietary platforms and ad servers, over which it exercises very little control
10. 82PodcastOne ’ s revenue model also depends in part on high impression volumes, the growth of which may not be sustained
11. 83PodcastOne ’ s advertising sales depend on how its listener data is collected and how advertisers select their ad listener targeting in the future
12. 84The third-party services and software that PodcastOne uses are highly technical and may contain undetected software bugs or vulnerabilities, which could manifest in ways that could seriously harm its reputation and business
13. 85PodcastOne ’ s listener 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 PodcastOne ’ s reputation and business
14. 86PodcastOne ’ s corporate culture has contributed to its success, and if it cannot successfully maintain its culture as it assimilates new employees, it could lose the innovation, creativity and teamwork fostered by its culture

Risks Related to Our E-commerce Merchandising and Other E-commerce Business

1. 87We generate a portion of our revenues from our ecommerce merchandise sales. If we fail to maintain or grow our ecommerce merchandise sales revenue, our financial results may be adversely affected
2. 88CPS' business is affected by seasonality, which could result in fluctuations in our operating results
3. 89Failure to accurately forecast consumer demand could lead to excess inventories or inventory shortages, which could result in decreased operating margins, reduced cash flows and harm to our CPS' business
4. 90CPS is subject to data security and privacy risks that could negatively affect our results, operations or reputation
5. 91Our business may be adversely affected if we are unable to provide our customers a cost-effective shopping platform that is able to respond and adapt to rapid changes in technology
6. 92Significant merchandise returns could harm CPS' business
7. 93Our business relies heavily on email and other messaging services, and any restrictions on the sending of emails or messages or an inability to timely deliver such communications could materially adversely affect our net revenue and business
8. 94We are subject to risks related to online payment methods
9. 95Government regulation of the Internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could substantially harm our business and results of operations
10. 96Changes in tax treatment of companies engaged in e-commerce may adversely affect the commercial use of our sites and our financial results
11. 97CPS faces intense competition and may not be able to compete successfully against existing or future competitors
12. 98traditional general merchandise and specialty retailers
13. 99CPS depends on its relationships with third parties, and changes in its relationships with these parties could adversely impact our net revenue and profits
14. 100We may be, accused of infringing intellectual property rights of third parties

Risk Related to Our Cryptocurrency Assets Treasury Strategy and Holdings

1. 111Our Crypto Assets Treasury Strategy exposes us to various risks associated with cryptocurrenciesNew
2. 112Crypto does not pay interest or dividendsNew
3. 113Our Crypto holdings may significantly impact our financial results and the market price of our common stockNew
4. 114Our Crypto Assets Treasury Strategy has not been tested over an extended period of time or under different market conditionsNew
5. 115We are subject to counterparty risks, including in particular risks relating to our custodian New
6. 116The broader digital assets industry is subject to counterparty risks, which could adversely impact the adoption rate, price, and use of CryptoNew
7. 117Changes in our ownership of Crypto could have accounting, regulatory and other impactsNew
8. 118Changes in the accounting treatment of our Crypto holdings could have significant accounting impacts, including increasing the volatility of our resultsNew
9. 119We may use our cash and cash equivalents to purchase cryptocurrencies, the price of which has been, and will likely continue to be, highly volatileNew
10. 120Bitcoin, Ethereum, Solana and other digital assets are novel assets, and are subject to significant legal, commercial, regulatory and technical uncertaintyNew
11. 121Our historical financial statements do not reflect the potential variability in earnings that we may experience in the future from holding or selling significant amounts of CryptoNew
12. 122Due in particular to the volatility in the price of Crypto, we expect our early adoption of ASU 2023-08 to increase the volatility of our financial results and it could significantly affect the carrying value of our bitcoin or other forms of Crypto on our balance sheetNew
13. 123Our Crypto Assets Treasury Strategy subjects us to enhanced regulatory oversightNew
14. 124In addition, private actors that are wary of Crypto or the regulatory concerns associated with Crypto may in the future take further actions that may have an adverse effect on our business or the market price of our common stockNew
15. 125The concentration of our bitcoin holdings enhances the risks inherent in our Crypto Assets Treasury StrategyNew
16. 126The emergence or growth of other digital assets, including those with significant private or public sector backing, could have a negative impact on the price of bitcoin and adversely affect our financial condition and results of operationsNew
17. 127Our Crypto holdings are less liquid than our existing cash and cash equivalents and may not be able to serve as a source of liquidity for us to the same extent as cash and cash equivalentsNew
18. 128significant regulatory scrutiny, investigations, fines, penalties, and other legal, regulatory, contractual and financial exposureNew
19. 129We face risk relating to the custody of our bitcoin and other forms of Crypto, including the loss or destruction of private keys required to access our Crypto and cyberattacks or other data loss relating to our Crypto holdingsNew
20. 130We may be subject to regulatory developments related to cryptocurrency assets and crypto cryptocurrency markets, which could adversely affect our business, financial condition, and results of operationsNew
21. 131Our cryptocurrency treasury strategy exposes us to risk of non-performance by counterpartiesNew
22. 132Our custodially-held Crypto may become part of the custodian ’ s insolvency estate if one or more of our custodians enters bankruptcy, receivership or similar insolvency proceedingsNew
23. 133Holders of our Debentures and Capchase, our lender, may foreclose on any crypto assets pursuant to the terms of the applicable debt agreementsNew
24. 134A temporary or permanent blockchain “ fork ” to bitcoin or other crypto assets could adversely affect our businessNew
25. 135We may not be able to successfully implement our Crypto Assets Treasury Strategy, and our efforts in this area may not achieve the intended resultsNew
26. 136Disruptions in the crypto asset markets, including the bitcoin market, could materially and adversely affect the value of the digital assets we hold or intend to holdNew
27. 137Regulatory change reclassifying bitcoin or other forms of Crypto as a security could lead to our classification as an “ investment company ” under the 1940 Act, and could adversely affect the market price of bitcoin or other forms of Crypto and the market price of our common stockNew