Slide 1: Investor Presentation January 2022
Investor Presentation January 2022 1 Free Writing Prospectus filed pursuant to Rule 433 Registration Statement on Form S - 3 (File No. 333 - 228909) January 24, 2022
Slide 2: Legal Disclaimer
2 The information in this presentation is provided to you by LiveOne, Inc . (the “Company” or “LiveOne”) solely for informational purposes and is not an offer to buy or sell, or a solicitation of an offer to buy or sell, any security or instrument of the Company, or to participate in any investment
Slide 3: Free Writing Prospectus - Legal Disclaimer (cont.)
3 Free Writing Prospectus This presentation highlights basic information about the Company and its proposed offering . Because it is a summary, it does not contain all of the information that you should consider before investing . The Company has filed a shelf Registration Statement on Form S - 3 (i
Slide 4: Preferred Stock Terms
4 Preferred Stock Terms Issuer: LiveOne, Inc. (NASDAQ: LVO) Securities Offered: 9% Series A Cumulative Preferred Stock (“Series A Preferred Stock”) Exchange/Listing of Series A Preferred Stock: NASDAQ: LVOP Dividend Rate: 9% per annum on the $25.00 per share liquidation preference (equivalent to $2.
Slide 5: At a Glance
A creator - first, music, entertainment and technology platform focused on delivering premium experiences and content worldwide through memberships, subscriptions and live and virtual events. 5 We give fans, brands, and bands the best seat in the house Listen Watch A ttend Engage Transact AT A GLANC
Slide 6: Complementary Portfolio of Wholly-owned Subsidiaries and Brands
6 Complementary Portfolio of Wholly - owned Subsidiaries and Brands PPV ONE LiveOne intends to spin - out its existing Pay - Per - View One (PPVOne) business as a separate public company, PPVOne, and plans to distribute a portion of the new company's equity to LiveOne's stockholders, anticipated to
Slide 7: LiveOne's Model Addresses Six Large Market Verticals
7 Source: IFPI, BBC, Billboard, eMarketer, Facebook Live, Forbes, The Verge, Statista, Nielsen, Broker research, Grand View Res our ce LiveOne’s Model Addresses Six Large Market Verticals • Over 300 million paid music subscribers globally today – estimated to grow to 1.2 billion by 2030 • 74% of con
Slide 8: Premium Content Paired with Distribution Platform
1.35M+ 1 Paid Subscribers (1/19/22) 8 4.7B+ Audio Listens since 01/01/20 221 Livestreamed Music Events since 01/01/20 2,900+ Artists Streamed since 01/01/20 220+ Countries and territories Reached by Live Music Streaming 294M+ People reached via 24 - hour OTT streaming channel 1,500+ Hours of Live Mu
Slide 9: Growing Library of Franchises, Originals, Podcasts, Partnerships
Growing Library of Franchises 9 Highly - rated Originals Podcasts Partnerships ContentOne studio to develop and distribute new originals and tentpole events across the platform
Slide 10: A Leading All-in-One Streaming Artist Platform
A Leading All - in - One Streaming Artist Platform 10 • Leading premium music & live streaming platform featuring 221 events & 2,000+ artists • Pay - per - view platform allows artists to perform digital concerts with innovative features • 24 - hour linear OTT streaming channel reaches 294M+ househo
Slide 11: Slacker Radio
LiveOne’s Slacker Radio is a subscription music streaming service offering songs and access to expertly crafted stations, podcasts from PodcastOne, livestreamed video and on - demand programming, and livestreamed festivals, concerts and pay - per - view (PPV) events • Ranked as the best quality musi
Slide 12: PodcastOne
• Acquired in July 2020 • Exclusive podcasters include Adam Carolla, Pitbull, Jay Cutler, Brett Favre, “Stone Cold” Steve Austin, Michael Irvin, and Lady Gang • Networks include Sports Network, Woman of Podcasting, etc. • Recently created the new Vodcast Network, featuring videos video podcasts from
Slide 13: PPV Business Model
PPV Business Model 13 • PPVOne’s Business Model Leverages LiveOne’s existing proprietary tech stack and expertise with more than seven years of livestreaming experience and scalable product. • Direct to consumer billing relationship enhances both PPVOne and LiveOne’s flywheels for increased monetiza
Slide 14: Merchandise business
14 • Acquired in December 2020 • Direct - to - consumer commerce platform • Create, manufacture and distribute unique and limited - edition personalized clothing, jewelry, toys as well as virtual goods • Intends to partner with artists and stars from the music, podcast and entertainment industry wit
Slide 15: React Presents
• Full - service club, concert, and festival promotion company • Produces 300+ club and theater events annually across the Midwest (pre - COVID) • Features world - class festivals such as Spring Awakening Music Festival & Mamby on the Beach • React Presents team is fully integrated into the LiveOne
Slide 16: Flywheel Strategy Creates Superior Value Proposition
16 Attract, produce and create differentiated and exclusive content 1 Host live concerts and pay - per - view events to expand audience reach 2 Utilize actionable audience data and insights to improve experience 3 All - in - one content platform enhances user engagement & retention 5 Multiple moneti
Slide 17: Unrivaled Capabilities Across Audio, Video, and Live Events
Ad - supported x x x x x x x x x Subscription x x x x x x x x x x Podcasts x x x x x x x x Originals x x Live video streaming x x x x Ticketed show x x x x x Linear / OTT channels x Live events x x x x x Merchandise x x x x Sources: Company filings, Company websites Audio streaming Live music stream
Slide 18: Successful Strategy Driving Diversification of Revenue Base
Successful Strategy Driving Diversification of Revenue Base Multifaceted revenue streams anchored by recurring subscription revenue YTD Revenue composition as of 09/30/20 YTD Revenue composition as of 09/30/21 66% 23% 6% 5% Subscription Advertising Merchandising Ticket / Event 31% 28% 9% 11% 21% Spo
Slide 19: Multiple Monetization Paths and Levers to Drive Sustainable Growth
Multiple Monetization Paths and Levers to Drive Sustainable Growth Leverage existing platform and artist relationships Merchandise target superfans with large addressable market Broaden offering to advertisers and diversify revenue streams Podcasts capture fast - growing market and non - music share
Slide 20: Sponsorships and Partners
Sponsorships and Partners 20 Expanded sponsorship deals now include: Pepsi, McDonald’s, KFC, Hyundai, Corona, Porsche, Chipotle, State Farm, Kia, White Claw, Mike’s Hard Lemonade, and Mentos Pure Fresh Gum, and through LiveXLive’s multi - year livestream partnership with iHeartRadio, Progressive Ins
Slide 21: Global Network of Distribution and Channel Partners
Global Network of Distribution and Channel Partners 21 Desktop Mob ile OTT Over 220 countries reached by Live Music Streaming
Slide 22: Management Team
22 Dermot McCormack President Renowned music industry executive, with expertise from content development to technology, growth strategies and monetization Robert Ellin Chairman & CEO Over 30 years of investment and turnaround experience, deep relationships in media and entertainment, prior public co
Slide 23: Distinguished & Experienced Board of Directors
23 Ramin Arani Independent Director Former lead manager of Fidelity’s Puritan Fund and current Board member of Vice Media, Ellen Digital and Opportunity Network Patrick Wachsberger Independent Director Founder and CEO of Picture Perfect Entertainment and former Chairman of Lionsgate Films Steven Bor
Slide 24: Investment Highlights
Investment Highlights Consolidation of Business Units Throughout FY2022 Has Resulted in Approximately $15 Million In Annual Cost and Expense Reductions $14 Million Of Cash and Cash Equivalents As Of 1/19/2022 Tesla Largest Customer as Nearly Every New Tesla Sold in U.S. Comes with a Slacker Subscrip
Slide 25: Use of Proceeds Summary
Use of Proceeds Summary Investments in the business M&A activity Repayment of debt 25 3 4 5 Fund the segregated dividend account, including 8 months of dividends at 9% per annum 1 General corporate purposes, including working capital 2
Slide 26: Appendix
Appendix
Slide 27: Consolidated Statements of Operations
27 Consolidated Statements of Operations
Slide 28: Consolidated Balance Sheets
Consolidated Balance Sheets 28 Recent Financial Highlights • As of January 19, 2022, cash and cash equivalents of approximately $14.0 million. • Effective December 31, 2021, our unsecured convertible notes, net which were included in Current Liabilities as of September 30, 2021, were converted in wh
Slide 29: Equity Capitalization
Equity Capitalization 1 29 Shares WAEP 2 Common Stock: 79,001,821 N/A Restricted Stock Units: 5,212,732 N/A Options: 3,621,124 $3.82 Common Stock Issuable Upon Conversion of Unsecured Convertible Notes, Related Party: 1,896,901 $3.00 Common Stock Issuable Upon Conversion of Unsecured Convertible Not
Slide 30: IR@LIVEONE.COM
NASDAQ: LVO | IR@LIVEONE.COM