Details of the Shares Issuance Agreement

On July 22, 2026, LiveOne, Inc. (the “Company”) and its wholly owned subsidiary Slacker, Inc., entered into a Shares Issuance Agreement with Music Story SAS (“MS”). According to the agreement, LiveOne will issue 70,000 shares of its common stock (\$0.001 par value) to Music Story SAS. The shares are being issued pursuant to an effective shelf registration statement (No. 333-274916) previously filed with the SEC on February 13, 2025, and a prospectus supplement that is expected to be filed on or about July 29, 2026.

Importantly, LiveOne will not receive any cash proceeds from this issuance. The settlement of the share issuance is anticipated to take place on or about July 29, 2026. The purpose of the share issuance appears to be a strategic transaction or partnership rather than a capital-raising event.

Shareholder and Price-Sensitive Considerations

• No Immediate Cash Benefit: The company is issuing new shares without receiving cash consideration, which may dilute existing shareholders’ equity. Investors should consider the potential dilution effect.
• Freely Tradable Shares: The shares are registered and will be freely tradable by Music Story SAS without restriction, subject to certain contractual limitations. This raises the possibility of additional selling pressure in the market once the shares are issued.
• Trading Restrictions: Music Story SAS has agreed not to sell more than 3.5% of the average daily trading volume for the preceding twenty trading days (excluding index rebalancing days) on any single trading day, unless LiveOne agrees otherwise. This clause is intended to prevent large block sales from putting downward pressure on the share price but still allows for significant share sales over time.
• Potential Strategic Relationship: While the agreement’s text does not specify the exact strategic purpose, the issuance of shares to a third-party entity like Music Story SAS could indicate a business partnership, service agreement, or settlement of obligations. This could carry positive or negative implications for LiveOne’s business, depending on the underlying rationale.
• Legal Opinion & Compliance: Legal counsel from Foley Shechter Ablovatskiy LLP has provided an opinion that the shares are validly issued, fully paid, and non-assessable, supporting the legitimacy and compliance of the issuance.

Exhibits Included in the Filing

• Exhibit 5.1: Legal opinion from Foley Shechter Ablovatskiy LLP regarding the shares.
• Exhibit 10.1: Full text of the Shares Issuance Agreement dated July 22, 2026, between LiveOne, Inc. and Music Story SAS.
• Exhibit 23.1: Consent of Foley Shechter Ablovatskiy LLP (included in Exhibit 5.1).
• Exhibit 104: Inline XBRL cover page data file.

Potential Share Price Impact

The issuance of 70,000 freely tradable shares—albeit with daily trading restrictions—could lead to incremental dilution and potential selling pressure if Music Story SAS chooses to liquidate its position. However, the restriction on daily sales may mitigate the immediate impact. The lack of a cash component suggests the shares are being issued for strategic, partnership, or settlement reasons, which could have longer-term business implications depending on the nature of the relationship with Music Story SAS.

Investors should monitor future disclosures for further details on the business rationale behind this issuance and any related strategic developments between LiveOne and Music Story SAS.

Other Regulatory Disclosures

• LiveOne, Inc. is not considered an “emerging growth company” under SEC rules as of the filing date.
• The issued shares will be listed on the NASDAQ Capital Market under the ticker symbol “LVO”.
• No written communications, soliciting material, or pre-commencement tender offer communications are associated with this filing.