LiveOne Inc美股招股说明书(2025-07-15版)

PRELIMINARY PROSPECTUS SUPPLEMENT(To Prospectus dated February 26, 2025) of suchpre-fundedwarrants, subject to an ownership limitation. This prospectus supplement also relates to the offering of the shares ofour common stock issuable upon the exercise of suchpre-fundedwarrants. our common stock, as reported on The Nasdaq Capital Market, was $0.7731 per share. There is no established public trading marketfor thepre-fundedwarrants, and we do not expect a market to develop. We do not intend to list thepre-fundedwarrants on The NasdaqCapital Market or any other national securities exchange or nationally recognized trading system. Investing in our common stock andpre-fundedwarrants involves a high degree of risk. You should review carefully incorporated by reference herein and therein.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or passed on the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any underlyingthe Pre-funded Public Offering Price$$$Underwriting Discounts and Commissions(1)$$$Proceeds to LiveOne, Inc. (before expenses)$$$ CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSPLAN OF DISTRIBUTIONGENERAL DESCRIPTION OF THE SECURITIES WHICH MAY BE OFFEREDDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF RIGHTS S-i This document is in two parts and is part of the registration statement on Form S-3 (No. 333-284916) that we filed with theU.S. Securities and Exchange Commission (the “SEC”), using a “shelf” registration process. The first part is this prospectussupplement, which describes the specific terms of this common stock andpre-fundedwarrants offering and also adds to and updatesinformation contained in the accompanying prospectus and the documents incorporated by reference herein. The second part, theaccompanying prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to bothparts of this document combined. To the extent there is a conflict between the information contained in this prospectus supplement andthe information contained in the accompanying prospectus or any document incorporated by reference therein filed prior to the date ofthis prospectus supplement, you should rely on the information in this prospectus supplement; provided that if any statement in one of We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit toany document that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, insome cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our Neither we nor the underwriters have authorized anyone to provide any information other than that contained or incorporatedby reference in this prospectus supplement, the accompanying prospectus or in any free writing prospectus prepared by or on behalf ofus or to which we have referred you. We take no responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others may give you. The information contained in this prospectus supplement or the accompanying prospectus, or information in the documents to which we have referred you in the sectionsentitled “Where You Can Find More Information” and“Incorporation by Reference” in this prospectus supplement and in the accompanying prospectus. purchase, the securities offered by this prospectus supplement and the accompanying prospectus in any jurisdiction to or from anyperson to whom or from whom it is unlawful to make such offer or solicitation of an offer in such jurisdiction. We are offering to sell,and seeking offers to buy, shares of our common stock andpre-fundedwarrants only in jurisdictions where offers and sales arepermitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of our common stock in this prospectus supplement and the accompanying prospectus may be referred to without the®should not be construed as any indicator that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein alsocontain estimates, projections and other information concerning our industry, our business, and the markets for certain diseases,including data regarding the estimated size of those markets, and the incidence and prevalence of certain medical conditions.Information that