Robert S. Ellin - 15 Jul 2025 Form 4 Insider Report for LiveOne, Inc. (LVO)

Footnote F1

On July 15, 2025, Issuer entered into a letter agreement (the "Letter Agreement") with Trinad Capital Master Fund Ltd. ("Trinad Capital"), a fund controlled by the Reporting Person, Issuer's Chief Executive Officer, Chairman, director and principal stockholder, and a holder of Issuer's Series A Perpetual Convertible Preferred Stock (the "Series A Preferred Stock"). Pursuant to the Letter Agreement, Trinad Capital converted 2,250 shares of Series A Preferred Stock into 1,500,000 shares of Issuer's common stock at a price of $1.50 per share

Footnote F2

The Series A Preferred Stock is convertible at any time at Trinad Capital's option into shares of Issuer's common stock at a price of $2.10 per share of common stock, bears a dividend of 12% per annum, which initially shall be paid in kind as provided in the Certificate of Designation, is perpetual and has no expiration date. The Series A Preferred Stock has a stated value of $1,000 per share.

Footnote F3

Warrant was issued in connection with the Letter Agreement. The Warrant is exercisable at any time at the option of the Reporting Person at a price of $0.01 per share and expires on July 15, 2028.

Footnote F4

Includes (i) 9,890,922 shares of Issuer's common stock owned by Trinad Capital as of July 15, 2025, as the Reporting Person, the Managing Director and Portfolio Manager of Trinad Capital, is deemed to have sole voting and dispositive power over such shares, (ii) 716,216 shares of Issuer's common stock owned by Trinad Capital Management, LLC ("Trinad Management") as of July 15, 2025, as the Reporting Person, the Managing Member of Trinad Management, is deemed to have sole voting and dispositive power over such shares, (iii) 6,817,810 shares of Issuer's common stock owned by JJAT Corp. ("JJAT") as of July 15, 2025, an entity owned by the Reporting Person, as the Reporting Person is deemed to have sole voting and dispositive power over such shares, (continued to footnote 5)

Footnote F5

(continued from footnote 4), (iv) approximately 987,252 shares of Issuer's common stock issuable as of July 15, 2025 upon conversion of the Series A Preferred Stock held by Trinad Capital (including the dividend to be paid in kind and accrued as of July 15, 2025 (after the conversion reported herein)), which Trinad Capital has the right to convert at the conversion price of $2.10 per share, and (v) 666,667 stock options to purchase shares of Issuer's common stock at an exercise price of $4.00 per share. Accordingly, securities owned by these entities may be regarded as being beneficially owned by the Reporting Person.

Footnote F6

Each of the Reporting Person and Trinad Management disclaim beneficial ownership of the reported securities except for the (i) Reporting Person's and Trinad Management's pecuniary interest therein, (ii) direct beneficial ownership of Trinad Management as reported herein, (iii) indirect interest of Trinad Management by virtue of being the Managing Director and Portfolio Manager of Trinad Capital, (iv) indirect interest of the Reporting Person by virtue of being a member of Trinad Management, (v) indirect interest of the Reporting Person by virtue of being a shareholder of JJAT, and (vi) indirect interest of the Reporting Person by virtue of being a member of Trinad Capital. This report shall not be deemed an admission that the Reporting Person is the beneficial owner of these securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

Footnote F7

Does not include (i) shares of Issuer's common stock held by a family trust and family foundation as to which the Reporting Person does not exercise voting or dispositive power, and (ii) 88,660 restricted stock units that shall vest on September 7, 2026, subject to earlier vesting in the event of a change in control or the Reporting Person's departure from Issuer.

Footnote F8

The Reporting Person is the Managing Director and Portfolio Manager of Trinad Capital and is deemed to have sole voting and dispositive power over, and accordingly is deemed to have beneficial ownership of, the reported securities.