LiveOne, Inc. filed a current report on Form 8-K on November 4, 2026, disclosing that on October 29, 2026, the company and certain subsidiaries entered into a Forbearance Agreement and Amendment to Debentures with holders of its 11.75% Original Issue Discount Senior Secured Convertible Debentures.

Key Highlights

  • Forbearance granted: The lender parties agreed to forbear from exercising rights and remedies in respect of any Event of Default that may have occurred under Section 7(a)(iii) of each Debenture prior to October 29, 2026.
  • Transferred Funds retained: The agent was permitted to retain approximately $5,246,000 transferred from the loan parties prior to the effective date as repayment of outstanding principal and other amounts due.
  • Scheduled cash payments: LiveOne agreed to pay $1,000,000 within 30 days of October 29, 2026 and an additional $1,250,000 within 60 days of that date, both applied to outstanding principal and other obligations.
  • PodcastOne shares issued as fee: PodcastOne issued an aggregate of 275,000 shares of its common stock to the holders in a private placement as a fee for the lender parties' agreements.
  • Exit fee established: A one-time cash exit fee was added equal to the greater of $1,000,000 or 1.5% of any PodcastOne Sale Proceeds exceeding $50,000,000, due at maturity or upon a PodcastOne Sale.
  • Minimum cash balance relief: Upon the agent's receipt of the initial payment, additional payment, and transferred funds totaling at least $7,500,000 in aggregate, the company will no longer be required to maintain any minimum cash balance under the Debentures.
  • Registration statement required: LiveOne agreed to cause PodcastOne to file a registration statement to register resale of the 275,000 shares within 30 days of October 29, 2026, with effectiveness required within 60 days.

LiveOne and JGB Parties Restructure Debenture Obligations Through Forbearance Agreement

According to the filing, LiveOne, Inc. (NASDAQ:LVO) and certain subsidiaries entered into the Forbearance Agreement and Amendment to Debentures on October 29, 2026 (the "Effective Date") with JGB Partners, LP, JGB Capital, LP, JGB Capital Offshore Ltd., JGB Orpington, LLC, and Chicago Atlantic Adams, LLC as holders, and JGB Collateral, LLC as agent. The debentures in question are the 11.75% Original Issue Discount Senior Secured Convertible Debentures originally issued on May 19, 2025, and guaranteed by PodcastOne, Inc., the company's majority-owned subsidiary, and other guarantors under a Subsidiary Guarantee dated May 19, 2025.

The filing states that during the Forbearance Period, the lender parties agreed to forbear from exercising rights and remedies solely in respect of any Event of Default that may have occurred and/or continued under Section 7(a)(iii) of each Debenture prior to the Effective Date. The Forbearance Period ends on the earliest of a Forbearance Termination Event or payment in full of the obligations. The company disclosed that the agent will retain approximately $5,246,000 in transferred funds as repayment, and that an Initial Payment of $1,000,000 is due within 30 days of October 29, 2026, with an Additional Payment of $1,250,000 due within 60 days. The filing also discloses that the Holder Redemption Right for October 2026 is waived, the November 2026 redemption amount is deferred to December 15, 2026, and holder redemption rights resume commencing with December 2026.

As described in the filing, LiveOne agreed to cause PodcastOne to file a registration statement covering resale of the 275,000 shares within 30 days of the Effective Date, with SEC effectiveness required within 60 days. If the registration statement is not filed or declared effective by the respective deadlines, the company disclosed it will owe liquidated damages of 2% of the then-outstanding principal amount of the Debentures for each 30-day period of non-compliance, subject to a maximum of 4%, payable in cash no later than 15 business days after the applicable deadline. The filing incorporates the full agreement as Exhibit 10.4.

What Was Disclosed

LiveOne filed an 8-K reporting entry into a forbearance and amendment agreement with holders of its 11.75% senior secured convertible debentures, covering repayment terms, deferred redemptions, a PodcastOne share issuance, an exit fee structure, and registration obligations.