3.      Q:     Who is entitled to vote at the Annual Meeting?

A:     Only common stockholders as of the close of business on October1, 2018July24, 2019 (the “Record Date”) are entitled to notice of and to vote at the Meeting. As of the Record Date, there were issued and outstanding and entitled to vote 51,911,961shares52,599,609shares of our common stock, $0.001 par value per share.

4.      Q:     What are the voting rights of the holders of our common stock?

A:     Each outstanding share of our common stock will be entitled to one vote on each of the proposals presented at the Annual Meeting.

However, since you are not a record holder, you may not vote these shares in person at the Annual Meeting unless you obtain a “legal proxy” from your nominee (who is the record holder), giving you the right to vote the shares. If you do not wish to vote in person, you may vote by mail, over the internet or by telephone, as described below under the heading “Voting — How can I vote?”

10.    Q:     How do I vote?

A:     If you are a registered stockholder of common stock on the Record Date,meaning that you hold your shares in certificate form or through an account with our transfer agent, Computershare Trust Company, N.A.,VStock Transfer, LLC, and you wish to vote prior to the Annual Meeting, you may vote over the Internet, by mail or in person at the Annual Meeting:

•        Over the Internet.    Go to the website of our tabulator, Computershare,VStock Transfer, atwww.investorvote.com/LIVX.www.vstocktransfer.com/proxy. Have your proxy card in hand when you access the website and follow the instructions to vote your

We believe that allthe other proposalsproposal (Proposal No. 1) will be considered a “non-routine” items,item, and your broker will not have discretion to vote on these proposals.this proposal. We will refer to these shares not voted by banks and brokers in absence of instructions from the relevant beneficial holder as “broker non-votes”.

It is therefore important that you provide instructions to your bank or broker so that your shares are voted accordingly.

12.    Q:     What is a broker non-vote?non-vote?

A:     Generally, a broker non-vote occurs when shares held by a nominee for a beneficial owner are not voted with respect to a particular proposal because (i) the nominee has not received voting instructions from the beneficial owner with respect to such proposal (despite voting on at least one other proposal for which it does have discretionary authority or for which it has received instructions) and (ii) the nominee lacks discretionary voting power to vote such shares. Under the rules of The Nasdaq Capital Market (“Nasdaq”), a nominee does not have discretionary voting power with respect to “non-routine” matters or the election of directors. The ratification of the appointment of our independent registered public accounting firm (Proposal No. 6)2) is a routine matter and the other proposals areproposal is a non-routine matters.matter.

If you are the beneficial owner of our common stock, your nominee will send you directions on how you can instruct them to vote.

15.    Q:     Vote Requirement — How many votes are required to approve each item?

Election of directors (Proposal No. 1)— If a quorum is present, a plurality of the votes cast shall be sufficient to elect directors (that is the nominees for our directors who receive the most votes will be elected). For purposes of electing directors, not voting or withholding your vote by voting “abstain” (or a direction to your broker, bank or other nominee to withhold your vote, called a “broker non-vote”) is not counted as a vote cast, and therefore will have no effect on the outcome of the election of directors.

Advisory vote on the frequency of stockholder advisory votes on the compensation of our named executive officersOther proposal (Proposal No. 3)— If a quorum is present, the advisory vote on the frequency of stockholder advisory votes on the Company’s executive compensation will be determined based on a plurality of the votes cast. This means that the option that receives the most votes will be recommended by the stockholders to our board of directors. For purposes of this proposal, a failure to vote or withholding your vote (or a broker non-vote) is not counted as a vote cast, and therefore will have no effect on the outcome of the proposal. The results of this vote are not binding on our board of directors.

All other proposals (Proposals No.24, 5 and 6 and any other items properly brought before the Annual Meeting)— If a quorum is present, approval of each of these proposalsthis proposal and any other item properly brought before the Annual Meeting requires that the votes cast in favor of such action exceed the votes cast opposing such action. For purposes of these votes, abstentions or not voting on a matter will not be counted as either votes cast for or against these proposalsthis proposal and therefore will not count in determining the approval of these proposals.this proposal. Broker non-votes will have no effect on the outcome of these proposals.this proposal.

The results of ProposalsProposal No.2, 3 and 6 areis not binding on our board of directors.

For clarity, pursuant to NASDAQ listing rules, shares issued to the Purchasers (as defined below) upon any conversion of their Debentures (as defined below) will not entitled to vote on Proposal 4. However, shares issued to the Purchasers upon any conversion of their Debentures will be entitled to vote on any other Proposals.

16.    Q:     What happens if a nominee is unable to stand for election?

A:     If a nominee is unable to stand for election, the board of directors may either reduce the number of directors to be elected or select a substitute nominee. If a substitute nominee is selected, the proxy holders will vote your shares for the substitute nominee, unless you have voted “Withhold” with respect to the original nominee.

17.    Q:     Vote Count — How are votes counted?

A:     Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count, for each proposal votes “For,” “Against,” abstentions and broker non-votes.

18.    Q:     Voting Results — Where can I find the voting results of the Annual Meeting?

A:     We will publish the final voting results of the Annual Meeting in a Current Report on Form 8-K filed with the SEC within four business days after the Annual Meeting.

20.    Q:     Who will pay the costs of soliciting these proxies?

A:     Proxies will be solicited initially by mail. Further solicitation may be made in person or by telephone, email or facsimile by members of our management. We will bear the expense of preparing, printing and mailing this Proxy Statement and accompanying materials to our stockholders. Upon request, we will reimburse brokers, banks or similar entities acting as nominees for reasonable expenses incurred in forwarding copies of the proxy materials relating to the Annual Meeting to the beneficial owners of our common stock.

21.    Q:     What happens if additional matters are presented at the Annual Meeting?

A:     Other than the sixtwo proposals described in this Proxy Statement, we are not aware of any other business to be acted upon at the Annual Meeting. If you grant a proxy, the persons named as proxy holders, Robert S. Ellin, our Chairman and Chief Executive Officer, and Michael Zemetra, our Chief Financial Officer, will have the discretion to vote your shares on any additional matters properly presented for a vote at the Annual Meeting.

22.    Q:     Who can help answer my questions?

A:     If you have any questions about our proxy materials or the Annual Meeting, you can contact our General CounselOffice Manager at:

LiveXLive Media, Inc.
9200 Sunset Boulevard,269 South Beverly Drive, Suite #1201#1450
West Hollywood,Beverly Hills, CA 9006990212
Attention: General CounselOffice Manager
(310) 601-2500

****

We believe that our compensation policies and practices do not create inappropriate or unintended significant risk to our Company as a whole. We also believe that our incentive compensation arrangements provide incentives that do not encourage risk-taking beyond our ability to effectively identify and manage significant risks, are compatible with effective internal controls and our risk management practices and are supported by the oversight and administration of the Compensation Committee with regard to executive compensation programs.

Code of Ethics

We have adopted a Code of Ethics applicable to all of our directors, officers and employees, including our Chief Executive Officer, Chief Financial Officer and Controller, which is a “code of ethics” as defined by applicable SEC rules. The purpose and role of this code is to, among other things, focus our directors, officers and employees on areas of ethical risk, provide guidance to help them recognize and deal with ethical issues, provide mechanisms to report unethical or unlawful conduct and to help enhance and formalize our culture of integrity, honesty and accountability. If we make any amendments to this code, other than technical, administrative or other non-substantive amendments, or grant any waivers, including implicit waivers, from any provision of this code that applies to our Chief Executive Officer, Chief Financial Officer or Controller, or persons performing similar functions, and that relates to an element of the SEC’s “code of ethics” definition, then we will disclose the nature of the amendment or waiver in the Corporate Governance“Corporate Governance” section of our investor relations/corporate governance websitehttp://ir.livexlive.comir.livexlive.com/ir-home.

Policy Regarding Attendance at Annual Meetings of Stockholders

We do not have a policy with regard to board members’ attendance at annual meetings. We expect that our Chairman and one or more of the other directors will attend our Annual Meeting.

Stockholder Communications

Stockholders and other interested parties may communicate with the board of directors, any committee thereof, the independent or non-management directors as a group or any individual director in writing. All such written communications must identify the recipient and be forwarded by mail to:

LiveXLive Media, Inc.
9200 Sunset Boulevard,269 South Beverly Drive, Suite #1201#1450
West Hollywood,Beverly Hills, CA 9006990212
Attention: General CounselOffice Manager

The General CounselOffice Manager will act as agent for the directors in facilitating such communications. In that capacity, the General CounselOffice Manager may review, sort and summarize the communications.

Complaints about accounting, internal accounting controls or auditing matters may be made by utilizing our Business Integrity web-reporting tool, which we are in the process of implementing.

company investments. Mr.Ellin played an active role in Atlantis investee companies including board representation, management selection, corporate finance and other advisory services. Through Atlantis and related companies, he spearheaded investments into THQ, Inc., Grand Toys, Forward Industries, Inc. (FORD), Majesco Entertainment (COOL) and iWon.com. Mr.Ellin also completed a leveraged buyout of S&S Industries, Inc. where he served as President from 1996 to 1998. S&S Industries was one of the largest manufacturers in the world of underwires which had strong partnerships with leading companies including Bally’s, Maidenform, and Sara Lee. Prior to founding Atlantis Equities, Mr.Ellin worked in Institutional Sales at LF Rothschild and was Manager of Retail Operations at Lombard Securities. Mr.Ellin received his BBA degree from Pace University.

•        Board Membership Qualifications:    Our board of directors has concluded that Mr.Ellin is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, him being the Managing Director and Portfolio Manager of Trinad Capital, our controlling stockholder, and his extensive business, investment, finance and public company experience, particularly in investing in micro-cap public companies.

Jay Krigsman

•        Age:    5354

•        Professional Background:    Mr.Krigsman has served as a director of our Company since April26, 2012. Mr.Krigsman has been the Executive Vice President and Asset Manager of The Krausz Companies since 1992, where he assists in property acquisitions, oversees the company’s property management team and is responsible for developing and implementing strategic leasing programs. Prior to joining The Krausz Companies, Mr.Krigsman had the senior leasing responsibilities for Birtcher Development Co. Mr.Krigsman holds a Certified Commercial Investment Member designation from the CCIM Institute, a Sr. Certified Leasing Specialist designation from the International Council of Shopping Centers and holds a California Real Estate Broker’s License. Mr.Krigsman currently serves on the board of directors of Trinad Capital, our principal stockholder. Mr.Krigsman received a BA in Business Administration from the University of Maryland.

•        Board Membership Qualifications: Our board of directors has concluded that Mr.Krigsman is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his professional background and experience in acquisitions and management and him being the Executive Vice President and Asset Manager of The Krausz Companies for over 20 years.

Craig Foster

•        Age:    4748

•        Professional Background:    Mr.Foster has served as a director of our Company since July7, 2017. Mr.Foster previously served as the Chief Financial Officer and Chief Accounting Officer of Amobee, Inc., a digital advertising platform, from April 2015 until May 2017. From February 2013 until April 2015, Mr.Foster served as Chief Financial Officer and Chief Accounting Officer of Ubiquiti Networks, Inc., a publicly-traded networking and communications company. From June 2012 to February 2013, Mr.Foster served as Director in the technology infrastructure and software group of Credit Suisse Securities (USA) LLC, an investment bank. From August 2007 to June 2012, Mr.Foster served as an Executive Director and co-head of the software group of UBS Securities LLC, an investment bank. Mr.Foster has also held various management positions at RBC Capital Markets, an investment bank, Loudcloud, a software and services platform, PricewaterhouseCoopers, a public accounting firm and Deloitte, a public accounting firm. Mr.Foster holds an M.B.A. in Finance from the Wharton School of Business and a B.A. in Economics from the University of California, San Diego.

Tim Spengler

•        Age:    5455

•        Professional Background:    Mr.Spengler has served as a director of our Company since September27, 2017. Mr.Spengler has more than 25 years of experience working directly with marketers to drive business results through innovative approaches to media. From July 2016 until June 2017, he served as President and Chief Revenue Officer of Simulmedia, an advertising technology firm. From October 2015 through June 2016, Mr.Spengler served as Chief Executive Officer of FUISZ Video, an interactive digital video company. From November 2013 through October 2014, Mr.Spengler served as President/Content Marketing and Revenue Strategy for iHeart Media,iHeartMedia, a leading media company delivering music, news and talk content across multiple platforms. Mr.Spengler served as a senior executive at IPG for nearly two decades, holding positions of increasing responsibility, including President, North America for Initiative from 2008 to 2012 and Worldwide Chief Executive Officer for MAGNA GLOBAL from 2012 to 2013. Mr.Spengler currently sits on the Board of Directors for the Hollywood Radio & Television Society and National Association of Television Program Executives. He is also on the advisory board of emerging media companies, including Influential Social and IgnitionOne. Mr.Spengler received a B.A. in Political Science from Washington University in St Louis, Missouri.

•        Board Membership Qualifications:    Our board of directors has concluded that Mr.Spengler is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his experience in marketing and television for over 20 years.

Jerome N. Gold

•        Age:    7273

•        Professional Background:    Mr.Gold has served as our Chief Strategy Officer and Executive Vice President since April 2018 and from April 2017 to April 2018, Mr.Gold served as our Chief Financial Officer and Executive Vice President. Mr.Gold has been serving as a member of our board of directors since April16, 2018. From October 2015 to April 2017, Mr.Gold was Managing Director at Pacific Capital Partners LLC, an investment firm arranging debt and equity financing for real estate, technology and entertainment ventures. From July 2013 to April 2017, Mr.Gold served as Chief Executive Officer of Biometrics Technology International Inc., a start-up company which he co-founded, that developed patented authentication and security technology to replace passwords using facial, voice, fingerprint and signature recognition to control access to valuable and confidential information. From July 2011 to June 2013, Mr.Gold served as Chief Executive Officer of Bonded Services, one of the leading providers of asset management services for the media and entertainment market. Mr.Gold has been a music and entertainment executive for the past 37 years, including serving as the Executive Vice President and Chief Financial Officer of Warner Music Group for nearly a decade. In addition to his responsibilities as Warner Music’s Chief Financial Officer, he extended his focus to strategic planning, mergers and acquisitions and joint ventures. Mr.Gold also managed Warner Music’s investment in Columbia House, a direct marketing joint venture with Sony Music, and was a member of the board of directors. Mr.Gold was also a partner at Ernst & Young for 12 years and led the firm’s media and entertainment practice where he was responsible for clients like Time Warner, PolyGram, Boston Ventures and Silver Screen Partners. Mr.Gold received his BBA in Business Administration from Baruch College and passed the Certified Public Accountant exam.

•        Board Membership Qualifications:    Our board of directors has concluded that Mr.Gold is well-qualified to serve on our board of directors and has the requisite qualifications, skills and perspectives based on, among other factors, his professional chief financial officer background and experience, including having been a music and entertainment executive for the past 37 years, including serving as the Executive Vice President and Chief Financial Officer of Warner Music Group for nearly a decade, extensive strategic planning, mergers and acquisitions and joint ventures experience, and deep familiarity with our Company. Mr.Gold is not

•        overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•        reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

•        coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures;

•        establishing procedures for the confidential and/or anonymous submission of concerns regarding accounting, internal controls or auditing matters; and

•        reviewing and approving related-person transactions.

For additional information concerning the Audit Committee, see “Report of the Audit Committee of the Board of Directors” included in this Proxy Statement.

Nominating Committee

The Nominating Committee currently consists of Messrs. Krigsman, Foster and Spengler. The board of directors has determined that all members of the Nominating Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. As our Nominating Committee was formed in the second half of our 2018 fiscal year, it did not meet separately from the board. During our 2018 fiscal year, our board of directors acted solely by unanimous written consent.

The specific responsibilities of the Nominating Committee include:

•        identifying, screening and recruiting qualified individuals to become board members;

•        proposing nominations for the board of directors and board committee membership;

•        assessing the composition of the board of directors and board committees;

•        overseeing the performance of the board of directors; and

•        complying with all other responsibilities and duties set forth in the Nominating Committee Charter.

Compensation Committee

The Compensation Committee currently consists of Messrs.Robert S. Ellin

Jay Krigsman Foster and Spengler. The board of directors has determined that all members of the Compensation Committee are independent pursuant to Rule 5605(a)(2) of Nasdaq. During 2017, the Compensation Committee met three times and acted by unanimous written consent three times. As our Compensation Committee was formed in the second half of our 2018 fiscal year, it did not meet separately from the board. During our 2018 fiscal year, our board of directors acted solely by unanimous written consent. As of the date of this Proxy Statement, our Compensation Committee has met once.

The specific responsibilities of the Compensation Committee include:

•        Sreviewing key employee compensation goals, policies, plans and programs;

•        Sreviewing and approving the compensation of our directors and executive officers;

•        Sreviewing and approving employment agreements and other similar arrangements between us and our executive officers; and(Chair)

Craig Foster

•        Sappointing and overseeing any compensation consultants or advisors.(Chair)

Compensation Committee meetings are attended by our Chief Executive Officer and/or Chief Financial Officer, from time to time, and other members of management, as requested by the committee.S(Chair)

DIRECTOR COMPENSATIONS

Today, onlyTim Spengler

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Jerome N. Gold

Patrick Wachsberger

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Ramin Arani

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Kenneth Solomon

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Audit Committee

During our fiscal year ended March31, 2019, the Audit Committee consisted of Messrs. Krigsman, Foster, Spengler and Arani. The Audit Committee currently consists of Messrs. Krigsman, Foster, Spengler, Arani and Solomon. The board of directors has determined that all four of the current members of the Audit Committee are independent, pursuant to Rule 5605(a)(2) of Nasdaq and Rule 10A-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our board of directors has also determined that each Audit Committee member is financially literate and that Mr.Foster qualifies as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Audit Committee met six times in person during our 2019 fiscal year.

As set forth in more detail in the Audit Committee Charter, the Audit Committee’s purpose is to assist the board of directors in its general oversight of the quality and integrity of our accounting, auditing and financial reporting and internal control practices. The specific responsibilities of the Audit Committee include:

•        appointing, compensating, retaining, evaluating, terminating, and overseeing our independent registered public accounting firm;

•        discussing with our independent registered public accounting firm the independence of its members from its management;

•        reviewing with our independent registered public accounting firm the scope and results of their audit;

•        approving all audit and permissible non-audit services to be performed by our independent registered public accounting firm;

•        overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the interim and annual financial statements that we file with the SEC;

•        reviewing and monitoring our accounting principles, accounting policies, financial and accounting controls, and compliance with legal and regulatory requirements;

•        coordinating the oversight by our board of directors of our code of business conduct and our disclosure controls and procedures;

(5)      As reported on Schedule 13G filed with the SEC on January 2, 2018 by John Lemak and Sandor Capital Master Fund. Mr. Lemak as the principal of Sandor Capital Master Fund, is believed to have sole voting and dispositive power over the reported shares.

(6)      Represents of 62,500 stock options that would vest as of November 29, 2018 out of a total of 250,000 stock options, which options vest in 1/8th increments every three months over the two-year period of Mr. Zemetra’s employment agreement, subject to Mr. Zemetra’s continued employment with us through the applicable vesting date. Such 250,000 stock options and an additional 250,000 restricted stock units were granted to Mr. Zemetra on April 13, 2018 pursuant to his employment agreement. 156,250 of the restricted stock units vest on June 30, 2019 (the “Initial Vesting Date”) and the remainder of 93,750 of the restricted stock units vest upon each of the first three quarterly anniversaries of the Initial Vesting Date with the last third vesting date being the two-year anniversary of the date of grant, subject to Mr. Zemetra’s continued employment with us through the applicable vesting date. As of November 29, 2018, none of such restricted stock units would vest.

(7)      Represents (i) 5,000shares that Mr.Gold received pursuant to a prior consulting agreement with us and that are fully vested, (ii) 100,000shares that were granted to Mr.Gold on April 12, 2017 pursuant to his original employment agreement, that vest monthly in equal increments over a period of two years from such date, subject to Mr. Gold’s continued employment by us on each such vesting date, of which 79,167 shares would vest as of November 29, 2018, (iii) 194,444 stock options that would vest as of November 29, 2018 (as more fully discussed below). Pursuant to his amended and restated employment agreement, as amended, Mr. Gold was granted (x) 333,333 stock options on September 1, 2017 that vest in 1/12th increments every three months over the three-year period of Mr. Gold’s employment agreement, (y) 333,333 stock options on December 14, 2017 that vest in 1/12th increments every three months over a period of three years, and (z) 250,000 restricted stock units on April 27, 2018, of which 50% vest on June 30, 2019 and the remaining 50% vest on June 30, 2020 in each case subject to Mr. Gold’s continued employment with us through the applicable vesting date. As of November 29, 2018, none of such restricted stock units would vest.

(8)      Includes 133,334shares granted to Mr.Schaer on May 3, 2017 pursuant to his employment agreement, of which 50% vested on May 3, 2018 and the remainder vests monthly over the next 12 months, subject to Mr. Schaer’s continued employment by us on each such vesting date. As of November 29, 2018, 100,001 of such shares would vest. Excludes 250,000 stock options approved on January 31, 2018 by our board of directors to be granted to Mr. Schaer and granted to him effective as of such date. Such options vest annually in three equal increments over a period of three years from the effective date of the grant. As of November 29, 2018, none of such options would vest.

(9)      The stock options and/or restricted stock units, as applicable, beneficially owned by such person are subject to certain vesting schedules and other conditions specified in the respective employment agreement of such executive officer.

(10)    Excludes 250,000 stock options approved granted to Mr.Indursky on June 27, 2018 that vest annually in three equal increments over a period of three years from the date of the grant. As of November 29, 2018, none of such options would vest.

(11)    Excludes 350,000 stock options approved on January 31, 2018 by our board of directors to be granted to Mr. Bebel and granted to him effective as of such date. Such options vest annually in three equal increments over a period of three years from the effective date of the grant. As of November 29, 2018, none of such options would vest.

(12)    Does not include 25,000 stock options approved on January 31, 2018 by our board of directors to be granted to each non-employee director. Such options vest annually in two equal increments over a period of two years from the effective date of the grant. As of November 29, 2018, none of such options would vest.

(13)    Includes 838,225shares of our common stock held by the Krigsman Family Trust, as Mr.Krigsman, a trustee of the trust, holds shared voting and dispositive power over such shares. Excludes certain shares that were formerly held in custodial accounts for the benefit of Mr.Krigsman’s daughters under the Uniform Transfers to Minors Act (“UTMA”) and for which Mr.Krigsman was the custodian. Mr.Krigsman no longer has control or voting or dispositive power over such shares as a result of the transfer from such UTMA accounts to Mr.Krigsman’s daughters’ individual accounts.

(14)    The shares of our common stock held by Trinad Capital, Trinad LLC, JJAT Corp. and the Profit Sharing Plan and the shares of our common stock issuable upon conversion of our convertible notes owned by Trinad Capital, which are deemed to be beneficially owned by Mr.Ellin, are counted only once in this total.

(15)    Does not include stock options granted to Mr.Ellin, Mr.Zemetra and Mr.Gold and restricted stock units granted to Mr.Zemetra and Mr.Gold that would not vest as of November 29, 2018 pursuant to the terms of their respective employment agreements, and stock options granted to Mr. Schaer, Mr. Bebel, and Mr. Indursky that would not vest as of November 29, 2018 pursuant to the terms of their respective employment agreements and/or stock option agreements.

Equity Compensation Plan Information

The following table reflects the number of shares of our common stock issuable upon the exercise of awards granted under our equity compensation plans approved and not approved by shareholders and the weighted average exercise price for such awards as of March31, 2018. All numbers have been adjusted to give effect to the 1-for-3 reverse stock split as of October17, 2017.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires our directors, executive officers, and persons who own more than 10% of our common stock to file initial reports of ownership and changes in ownership of our common stock and other equity securities with the SEC. These individuals are required by the regulations of the SEC to furnish us with copies of all Section 16(a) forms they file. Based solely on a review of the copies of the forms furnished to us, and written representations from reporting persons that no Forms 5 were required to report delinquent filings, we believe that all filing requirements applicable to our officers, directors and 10% beneficial owners were complied with during the fiscal year ended March31, 2018, except that Mr.Ellin’s Form 4 filed with the SEC on March28, 2018, and Form 4 filed with the SEC on April5, 2018, were inadvertently filed late.

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following includes a summary of transactions since April1, 2017 to which we have been a party, in which the amount involved in the transaction exceeded $120,000 (which was less than 1% of the average of our total assets at year-end for our last two completed fiscal years), and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described in this Proxy Statement below under the section captioned “Executive Compensation.”

Management Agreement

On September23, 2011, we entered into the Management Agreement with Trinad Capital Management LLC (“Trinad LLC”), the manager of Trinad Capital Master Fund Ltd. (“Trinad Capital”), which is one of our principal stockholders. Mr.Ellin, our Chairman (or Executive Chairman prior to September1, 2017) and Chief Executive Officer (formerly with the title President) and a principal stockholder, is the Managing Member of Trinad LLC and the Managing Director and Portfolio Manager of Trinad Capital. Pursuant to the terms of the Management Agreement, Trinad LLC previously provided certain management services to us in consideration of (i) an aggregate cash fee of $2,080,000, which was payable in $90,000 increments in advance of each consecutive 3-month period during the initial term of the Management Agreement and with $1,000,000 due at the end of the initial 3-year term, of which $750,000 was paid in March 2017 and $250,000 was paid in April 2017, and (ii) an issuance of a warrant to purchase 750,000shares of our common stock at an exercise price of $0.225 per share. In August 2016, the warrant was exercised in full on a cashless basis, resulting in the issuance of 716,216shares of our common stock to Trinad LLC. The initial term of the Management Agreement has expired and Trinad LLC continued to provide services to us for a cash fee of $30,000 per month on a month-to-month basis pursuant to an unwritten arrangement until the completion of our Public Offering. From April1, 2015 to March31, 2017, we incurred $720,000 of fees under the unwritten arrangement, and we incurred $150,000 of fees under the unwritten arrangement from April1, 2017 to August31, 2017. On September7, 2017, pursuant to Mr.Ellin’s employment agreement, we agreed to continue to pay to Trinad LLC a cash fee at the rate of $30,000 per month (or pro-rata thereof) until December27, 2017, consistent with the terms of the Management Agreement, whether such agreement was terminated or not prior to the date that the Public Offering was completed. Trinad LLC does not currently provide any services to us for which it receives compensation from us, provided, that Trinad LLC may provide such services to our management in the future.

Amounts Due to Related Parties

Notes Issued to Related Parties and Related Warrants Exercise

As of March31, 2018 and March31, 2017, we had the following outstanding notes payable to Trinad Capital, a fund wholly owned by Mr.Ellin, our Chief Executive Officer, Chairman, director and principal stockholder, for both short- and long-term working capital requirements:

of the then-outstanding loan balance into shares of our common stock in connection with us consummating an equity financing in excess of $5,000,000 or greater as set forth in the terms of the First Senior Note. Subsequent to the making of the First Senior Note:

•        On January27, 2015, we and Trinad Capital amended the First Senior Note, effective as of December31, 2014, to: (1) extend the term of the First Senior Note to June30, 2016 and (2) provide that the conversion price for conversion of the unpaid balance and interest outstanding in connection with an equity financing shall be the price per share equal to the average price per share paid by investors in such equity financing;

•        On February5, 2015, we and Trinad Capital amended and restated the First Senior Note, effective as of December31, 2014, to eliminate the convertibility feature of the note in its entirety; and

•        On April21, 2016, the First Senior Note was further amended to extend its due date to June30, 2017, or such later date as Trinad Capital may agree to in writing. For extending the maturity date of the First Senior Note to June30, 2017, we issued to Trinad Capital warrants to purchase 381,662shares of our common stock, with an exercise price of $0.015 per share and expiration date of April21, 2020. During the fiscal year ended March31, 2017, these warrants were fully exercised.

On February21, 2017, the First Senior Note and accrued interest totaling $1,197,897 were converted into a 6% convertible unsecured convertible note discussed below. As of March31, 2018 and 2017, $0 of principal was outstanding under the First Senior Note. Accrued interest of $0 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March31, 2018 and 2017.

Second Senior Note — Trinad Capital Master Fund

On April8, 2015, we entered into a second senior promissory note (the “Second Senior Note”) with Trinad Capital in the amount of $195,500. The Second Senior Note bears interest at the rate of 8% per annum and all outstanding unpaid principal and accrued interest was originally due and payable on June30, 2016 or such later date as Trinad Capital may agree to in writing, unless prior to such date the Second Senior Note had been repaid in full. During the year ended March31, 2016, Trinad Capital made advances to us totaling $1,784,000. Subsequent to the making of the Second Senior Note:

•        On July10, 2015, the Second Senior Note was amended and restated to increase the principal amount from $195,500 to the lesser of (i) $1,000,000 (the “Maximum Advance Amount”) and (ii) the aggregate unpaid principal amount of the advances;

•        On November23, 2015, the Second Senior Note was amended to increase the Maximum Advance Amount to $2,000,000; and

•        On April26, 2016, the Second Senior Note was amended to increase the Maximum Advance Amount to $3,000,000 and to extend the maturity date to June30, 2017 or such later date as Trinad Capital may agree to in writing. For extending the due date of the Second Senior Note to June30, 2017, we issued to Trinad Capital warrants to purchase 735,923shares of its common stock, with an exercise price of $0.015 per share and expiration date of April21, 2020. During the fiscal year ended March31, 2017, these warrants were fully exercised.

The amount due to Trinad Capital under the Second Senior Note was $1,784,000 at March31, 2016. During the year ended March31, 2017, Trinad Capital made additional advances to the Company under the Second Senior Note totaling $820,100. The Company also made repayments of the Second Senior Note totaling $450,000 during year ended March31, 2017. On February21, 2017, the Second Senior Note and accrued interest totaling $2,383,180 were converted in a 6% unsecured convertible note discussed below. As of March31, 2018 and 2017, $0 of principal was outstanding under the Second Senior Note. Accrued interest of $0 is reflected on our consolidated balance sheet as accrued interest payable, related party as of March31, 2018 and 2017.

6% Unsecured Convertible Notes — Trinad Capital Master Fund

On February21, 2017, we issued a 6% unsecured convertible note payable to Trinad Capital to convert aggregate principal and interest of $3,581,077 under the First and Second Senior Notes with Trinad Capital. This convertible note is due on May31, 2019. Before its maturity, the noteholder shall in its sole discretion have the option to convert

all outstanding principal and interest into shares of the Company’s common stock at a conversion price per share based upon our then current valuation, as determined by our board of directors. Additionally, if the Company raises a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, Trinad Capital received 596,846 warrants to purchase shares of the Company’s common stock at an exercise price of $0.03 per share. The warrants were exercised on February28, 2017. On December27, 2017, we completed the Public Offering and the conversion price for all notes issued to Trinad Capital became fixed at $3.00 per share.

On October27, 2017, we issued 6% unsecured convertible notes payable to Trinad Capital for a total principal amount of $650,000. These notes were due September30, 2018. Before their maturity, the noteholder in its sole discretion has the option to convert all outstanding principal and interest into our common stock at a conversion price per share based upon our current valuation, as determined by the board of directors. If we raise a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 325,000 warrants to purchase shares of our common stock at an exercise price of $0.01 per share. The warrants were exercised as of November16, 2017. On December27, 2017, we completed the Public Offering and the conversion price for all notes issued to Trinad Capital became fixed at $3.00 per share.

On December5, 2017 and December7, 2017, we issued 6% unsecured convertible notes payable to Trinad Capital for a total principal amount of $200,000. These notes will be due May31, 2019. Before their maturity, the noteholder in its sole discretion has the option to convert all outstanding principal and interest into our common stock at a conversion price per share based upon our current valuation, as determined by the board of directors. If we raise a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder will have the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. In addition, the noteholder received 100,000 warrants to purchase shares of our common stock at an exercise price of $0.01 per share. The warrants were exercised as of December13, 2017. On December27, 2017, we completed the Public Offering and the conversion price for all notes issued to Trinad Capital became fixed at $3.00 per share.

On March30, 2018, we entered into an Amendment of Notes Agreement with Trinad Capital pursuant to which the maturity dates of all of our 6% notes issued to Trinad Capital were extended to May31, 2019. In consideration of the maturity date extension, the interest rate payable under the notes was increased from 6.0% to 7.5% beginning on April1, 2018, and the immediate payment of $0.3million, representing the aggregate amount of accrued interest due under the notes issued to Trinad Capital as of March31, 2018.

In addition, we had the following outstanding notes payable to other related parties:

Convertible Note — Marvin Ellin —On January4, 2017, we issued a 6% unsecured convertible note payable to Marvin Ellin, the father of Robert Ellin, our Chairman (formerly with the title Executive Chairman), Chief Executive Officer (formerly with the title President), director and principal stockholder, in the principal amount of $50,000. This note was due on September13, 2018. If we raised a minimum of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder had the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. The noteholder had in his sole discretion the option to convert all outstanding principal and interest into shares of our common stock at a conversion price per share based upon our then current valuation, as determined by our board of directors, before the maturity date. In addition, the noteholder received 8,333 warrants to purchase shares of our common stock at an exercise price of $0.03 per share. On December27, 2017, we completed the Public Offering and the conversion price became fixed at $3.00 per share. On March12, 2018, the noteholder converted the note in full and received 17,850shares and 3,570 three-year warrants, with an exercise price of $4.00 per share.

Convertible Note — Marvin Ellin —On June29, 2017, we issued a 6% unsecured convertible note payable to Marvin Ellin in the principal amount of $50,000. This note was due on June28, 2018. If we raised a minimum

of $5,000,000 (excluding the amount converting pursuant to the note) of aggregate gross proceeds from an equity financing in one or more closings prior to the maturity date, the noteholder had the right to convert all outstanding note principal and interest into the same equity securities issued in such equity financing at 75% of the issuance price of the securities issued in such financing. The noteholder had in his sole discretion the option to convert all outstanding principal and interest into our common stock at a conversion price per share based upon our then current valuation, as determined by our board of directors, before the maturity date. In addition, the noteholder received 8,333 warrants to purchase shares of our common stock at an exercise price of $0.03 per share. On December27, 2017, we completed the Public Offering and the conversion price became fixed at $3.00 per share. On March12, 2018, the noteholder converted the note in full and received 17,368shares and 3,474 three-year warrants, with an exercise price of $4.00 per share.

Employment Arrangements

The relationships and related party transactions described herein are in addition to any employment arrangements with our executive officers and directors, which are described in this Proxy Statement below under “Executive Compensation — Named Executive Officer Employment Agreements.”

Recent Employment Agreements and Amendments

Employment Agreement with Michael Zemetra (Chief Financial Officer) —In April 2018, we entered into an employment agreement with Mr.Zemetra for a term of two years at an annual salary of $275,000. Mr.Zemetra is also eligible to earn an annual fiscal year cash performance bonus for each whole or partial fiscal year of his employment period with the Company in accordance with the Company’s annual bonus plan applicable to the Company’s senior executive. Mr.Zemetra’s “target” performance bonus shall be 100% of his average annualized base salary during the fiscal year for which the performance bonus is earned. Mr.Zemetra was also granted options to purchase 250,000shares of the Company’s common stock at a price of $3.83 per share (the “Options”) and 250,000 restricted stock units (the “Zemetra RSUs”). The Options and the Zemetra RSUs were granted pursuant to the Company’s 2016 Equity Incentive Plan (the “2016 Plan”). The Options shall have a term of 10 years from the date of grant. 1/8th of the Options shall vest every three months following the Effective Date during the Term, provided, that on each such vesting date Mr.Zemetra is employed by the Company and subject to the other provisions of his Employment Agreement. 156,250 of the Zemetra RSUs (the “First RSUs Tranche”) shall vest on June30, 2019 (the “Initial Vesting Date”) and the remainder of 93,750 of the Zemetra RSUs (the “Second RSUs Tranche”) shall vest upon each of the first three quarterly anniversaries of the Initial Vesting Date with the last third vesting date being the two-year anniversary of the Effective Date (each, a “Subsequent Vesting Date”, subject to Mr.Zemetra’s continued employment with the Company through the applicable vesting date. Each vested Zemetra RSU shall be settled by delivery to Mr.Zemetra of one share of the Company’s common stock on the first to occur of: (i) the date of a Change of Control, (ii) the date that is ten business days following the expiration of the Lock-up Period (as defined below), (iii) the date of Mr.Zemetra’s death, provided such event occurs after the expiration of the Lock-up Period, and (iv) the date of Mr.Zemetra’s Disability (as defined in the Employment Agreement), provided such event occurs after the expiration of the Lock-up Period (in any case, the “Settlement Date”). In the event of a “Change of Control” (as defined in Mr.Zemetra’s Employment Agreement) any unvested portion of the Options and the Zemetra RSUs shall vest immediately prior to such event. Each Zemetra RSU grant will be evidenced by an award agreement that shall specify such other terms and conditions as the Board, in its sole discretion, will determine in accordance with the terms and conditions of the 2016 Plan, including all terms, conditions and restrictions related to the grant and the form of payout, which, subject to the 2016 Plan, may be left to the discretion of the Board. “Lock-up Period” means (i) with respect to the First RSUs Tranche, the period ending on June30, 2019, and (ii) with respect to the Second RSUs Tranche, the period ending on the earlier of: (x) one year after the Subsequent Vesting Date applicable to the Second RSUs Tranche, or (y) the second anniversary of the Effective Date. During the Lock-up Period, Mr.Zemetra agreed not to dispose or transfer any shares of the Company’s common stock underlying the Options and Zemetra RSUs, if any, subject to certain standard exceptions.

If Mr.Zemetra’s employment is terminated by the Company without “Cause” or by Mr.Zemetra for “Good Reason” (each as defined in the Employment Agreement, subject to the Company’s right to cure), he will be entitled to termination benefits, pursuant to which (i) the Company will be obligated to pay Mr.Zemetra certain accrued obligations, any unpaid Prior Year Bonus and any Pro Rata Bonus (each as defined in the Employment Agreement); and (ii) if such termination occurs after the first six months from the Effective Date, (x) the Company will be obligated to continue to pay Mr.Zemetra his base salary and Pro Rata Bonus for a period from the termination date through the lesser of 6months or the period through and inclusive of the last day of the Term, (y) 50% of the unvested Options and

other equity awards (other than RSUs) shall automatically accelerate and become vested and exercisable for a period of 6months from the termination date or the date the award first becomes vested and exercisable, but in all events no later than the applicable term for each such award; and (z) (A) 1/8th of the RSUs shall automatically vest upon each quarterly anniversary of the Effective Date occurring during the period from the Effective Date through the termination date, and (B) 50% of the remaining unvested RSUs shall automatically and immediately become vested, as of the termination date, and such vested RSUs shall be settled as set forth in the Employment Agreement, and all restrictions on such equity awards shall automatically and immediately lapse. The Employment Agreement contains covenants for the benefit of the Company relating to non-interference with the Company’s business after termination of employment and protection of the Company’s confidential information, certain customary representations and warranties and standard Company indemnification obligations.

Employment Agreement with Jerome N. Gold (Chief Strategy Officer and EVP) —In April 2018, we entered into Amendment No. 2 to the amended and restated employment agreement with Mr.Gold, as amended. Pursuant to the amendment, (i) Mr.Gold continued to receive an annual salary of $300,000 from December27, 2017 until April30, 2018, and from and after May1, 2018, shall receive an annual salary of $180,000, and (ii) Mr.Gold was granted 250,000 restricted stock units (the “Gold RSUs”). The Gold RSUs were granted pursuant to the 2016 Plan. 50% of the Gold RSUs shall vest on June30, 2019 and the remaining 50% of the RSUs shall vest on June30, 2020, subject to Mr.Gold’s continued employment with our Company through the applicable vesting date; provided, that in the event of a “Change of Control” (as defined in the amendment) any unvested portion of the RSUs shall vest immediately prior to such event. Each vested Gold RSU shall be settled by delivery to Mr.Gold of one share of our common stock on the first to occur of: (i) the date of a Change of Control, (ii) the date that is ten business days after June30, 2019 (the period until June30, 2019, the “Lock-up Period”), (iii) the date of Mr.Gold’s death, provided such event occurs after the expiration of the Lock-up Period, and (iv) the date of Mr.Gold’s Disability (as defined in his Employment Agreement), provided such event occurs after the expiration of the Lock-up Period. In the event of a “Change of Control” any unvested portion of Gold RSUs shall vest immediately prior to such event. Each Gold RSU grant will be evidenced by an award agreement that shall specify such other terms and conditions as the Board, in its sole discretion, will determine in accordance with the terms and conditions of the 2016 Plan, including all terms, conditions and restrictions related to the grant and the form of payout, which, subject to the 2016 Plan, may be left to the discretion of the Board.

Policies and Procedures for Transactions with Related Persons

We are in the process of adopting a written Related-Person Transactions Policy that will set forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” Our Audit Committee is charged with the responsibility of reviewing, approving and overseeing all related-person transactions, as defined in the SEC regulations. This responsibility will be set forth, in part, in our Related-Person Transactions Policy and is set forth in the Audit Committee Charter.

Generally, the policy will cover any transaction in which we were or will be a participant, the amount involved exceeds $120,000 and any “related person” had, or will have, a direct or indirect material interest in the transaction. “Related person” includes, generally, any of our Company’s (i) directors or executive officers, (ii) nominees for director, (iii) stockholders who beneficially own more than 5% of any class of our voting securities and (iv) family members of any of the persons set forth in (i) through (iii) above.

PROPOSAL NO. 2 — ADVISORY VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION

In accordance with SEC rules, we are providing our stockholders the opportunity to vote at this Annual Meeting to approve the compensation paid to our Named Executive Officers, as disclosed in this Proxy Statement pursuant to the SEC’s rules. The stockholder vote on executive compensation is an advisory vote only, and it is not binding on the company or our board of directors.

Although the vote is nonbinding, our Compensation Committee and the board of directors value the opinions of our stockholders and will consider the outcome of the vote when making future compensation decisions. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders an opportunity to endorse or not endorse our executive officer pay program and policies through the following resolution:

“RESOLVED, that the stockholders approve, on an advisory basis, the compensation paid to LiveXLive Media, Inc.’s Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2018 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the 2018 Summary Compensation Table and the other related tables and disclosure.”

We encourage our stockholders to read the “Executive Compensation” section in this Proxy Statement beginning on page40, including the compensation tables and the related narrative disclosure, which describes the structure and amounts of the compensation of our Named Executive Officers in fiscal year 2018. The compensation of our Named Executive Officers is designed to enable us to attract and retain talented and experienced executives to lead us successfully in a competitive environment. The Compensation Committee and our board of directors believe that our executive compensation strikes the appropriate balance between utilizing responsible, measured pay practices and effectively incentivizing our Named Executive Officers to dedicate themselves fully to value creation for our shareholders.

Vote Required

The advisory resolution on the Company’s executive compensation described in this Proposal No. 2 will be approved if the votes cast in favor of the proposal exceed the votes cast against the proposal. For purposes of this vote, abstentions and broker non-votes will have no effect on the outcome of this proposal. The results of this vote are not binding on our board of directors.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR
THE ADVISORY RESOLUTION APPROVING THE COMPENSATION PAID TO THE
COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 3 — ADVISORY VOTE ON THE FREQUENCY OF STOCKHOLDER ADVISORY
VOTE ON THE COMPANY’S EXECUTIVE COMPENSATION

Pursuant to SEC rules, our stockholders are entitled to vote at the 2018 Annual Meeting regarding whether advisory votes to approve the compensation of our Named Executive Officers, as required by Section 14A(a)(2) of the Exchange Act (and as described in Proposal No. 2 of this Proxy Statement), should occur every one, two or three years. Pursuant to SEC rules, the stockholder vote on the frequency of the advisory vote to approve executive compensation must occur at least once every six years and is not binding on the company or the board of directors.

Although the vote is nonbinding, our board of directors values the opinions of our stockholders and will consider the outcome of the vote when determining the frequency of the stockholder advisory vote on executive compensation.

After careful consideration of similarly situations public companies, feedback received from stockholders and other relevant factors, our board of directors believes that a frequency of every three years for the advisory vote on executive compensation is the optimal interval for conducting and responding to a “say-on-pay” vote and is the best approach for our Company and our stockholders. The board of directors believes that the most relevant factors are the following:

•        as our executive compensation program is designed to support long-term value creation and to incentivize and reward performance over a multi-year period, a triennial vote will allow our stockholders to better judge the program in relation to our long-term performance;

•        a triennial vote will provide our Company with the time to thoughtfully consider the results of the “say-on-pay” vote and to conduct a meaningful and detailed review of our pay practices in response thereto; and

•        our compensation programs generally are not expected to change significantly from year to year, as we seek consistency in such programs from one year to the next.

Stockholders who have concerns about executive compensation during the interval between “say-on-pay” votes are welcome to bring their specific concerns to the attention of our board of directors. Please refer to “Stockholder Communications” in this Proxy Statement for information about communicating with our board.

As noted above, we carefully review changes to our program to maintain the consistency and credibility of the program which is important in motivating and retaining our employees. Our employees are integral to establishing and maintaining the artist and other relationships within the music and festival industry that are vital to our success. We therefore believe that a triennial vote is an appropriate frequency to provide our people and Compensation Committee sufficient time to thoughtfully consider and to implement any appropriate changes to our executive compensation program, in light of the timing that would be required to implement any decisions related to such changes.

Vote Required

The advisory vote regarding the frequency of the stockholder advisory vote on executive compensation described in this Proposal No. 3 shall be determined by a plurality of the votes cast. The alternative receiving the most votes in its favor will be the one that is adopted as the nonbinding recommendation of our stockholders. Abstentions and broker non-votes will have no effect on the outcome of this proposal.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE TO HOLD
THE ADVISORY VOTE ON EXECUTIVE COMPENSATIONEVERY THREE YEARS.

PROPOSAL NO. 4 — TO APPROVE THE ISSUANCE OF SHARES OF COMMON STOCK OF THE COMPANY UPON REDEMPTION OR CONVERSION OF THE SENIOR SECURED CONVERTIBLE DEBENTURES ISSUED TO THE PURCHASERS ON JUNE 29, 2018, TO THE EXTENT REQUIRED BY NASDAQ LISTING RULE 5635(D)

On June29, 2018 (the “Closing Date”), pursuant to the previously announced Securities Purchase Agreement (the “SPA”) with JGB Partners, LP, JGB Capital, LP and JGB (Cayman) Finlaggan Ltd. (each, a “Purchaser” and collectively, the “Purchasers”) we sold, in a private placement transaction (the “Financing”), for an aggregate cash purchase price of $10million, $10.64million in aggregate principal amount, of our 12.75% Original Issue Discount Senior Secured Convertible Debentures due June29, 2021 (the “Debentures”).

The Debentures mature on June29, 2021, accrue interest at 12.75% per year and are convertible into shares of our common stock at a conversion price of $10.00 per share at the holder’s option, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations (the “Conversion Price”). Commencing with the calendar month of December 2018 (subject to the following sentence), the holders of the Debentures will have the right, at their option, to require us to redeem an aggregate of up to $170,000 of the outstanding principal amount of the Debentures per month. For the month of December 2018, the holders may not submit a redemption notice for such a redemption prior to December28, 2018. We will be required to promptly, but in any event no more than two trading days after a holder delivers a redemption notice to us, pay the applicable redemption amount in cash or, at our election and subject to certain conditions, in shares of our common stock. At our election and subject to certain limitations, we may also pay interest in shares of our common stock. If we elect to pay the redemption amount or interest in shares of our common stock, then, subject to the next sentence, the shares will be delivered based on a price (the “Stock Payment Price”) equal to the lesser of (a) a 10% discount to the average of the three lowest daily volume weighted average prices of our common stock over the prior 20 trading days, or (b) the Conversion Price, subject to a certain minimum price per share and if certain conditions are met. We will not have the right to, and will not, make any redemption or interest payment in shares of our common stock unless and until we have obtained the requisite consent of our stockholders under the rules of Nasdaq or if the issuance of shares as a result of such election would reduce the number of shares that we are permitted to issue under Nasdaq listing standards upon the conversion in full of the Debentures.

To the extent the outstanding principal amount of the Debentures plus interest becomes convertible into shares of our common stock, the number of shares of our common stock issuable may exceed 20% of the number of shares of our common stock outstanding before the issuance of the Debentures.

As more fully described below, because our common stock is listed on The Nasdaq Capital Market, we are subject to Nasdaq’s rules and regulations. In certain circumstances, if we issue shares of our common stock or securities convertible into shares of our common stock, that has or will have upon issuance voting power equal to or in excess of 20% of the voting power outstanding before the issuance of stock or securities convertible into or exercisable for shares of our common stock, or the number of shares of our common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of such securities, we are required to obtain stockholder approval. Accordingly, this Proposal No. 4 is being submitted to our stockholders at the Annual Meeting to obtain such stockholder approval.

Nasdaq Listing Rule 5635(d)

Nasdaq Listing Rule 5635(d) requires stockholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) at a price less than the greater of book or market value which equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance; or the sale, issuance or potential issuance by the company of common stock (or securities convertible into or exercisable for common stock) equal to 20% or more of the common stock or 20% or more of the voting power outstanding before the issuance for less than the greater of book or market value of the stock. The Debentures have an initial conversion price of $10.00 per share, which was greater than the market value of our common stock as of June28, 2018, the day before we entered into the SPA. However, pursuant to the SPA, we agreed to seek stockholder approval in accordance with Nasdaq Listing Rule 5635(d) of the issuance of our common stock at a conversion price per share at any conversion price below $10.00 which may result as a result of our election to pay the required redemption of the Debentures, and/or accrued interest thereunder, in shares of our common stock below

such initial conversion price (“Stock Payment Price”), provided that the Stock Payment Price will in no event be less than $2.00 per share (proportionately adjusted for any stock split, stock dividend, stock combination or other similar transaction). The Stock Payment Price could be lower than the market value of our common stock on June28, 2018 and the conversion of the Debentures at the Stock Payment Price or at any other conversion price below the market value of our common stock on June28, 2018 resulting from the share payment terms of the Debentures could result in the issuance of 20% or more of shares of our common stock outstanding on June28, 2018. Without stockholder approval, we will not have the right to, and will not, make any redemption or interest payments under the Debentures in shares of our common stock.

If our stockholders approve this Proposal No.4, this will enable us to have the right to make any redemption and/or interest payments under the Debentures in shares of our common stock, subject to the satisfaction of applicable Equity Conditions (as defined in the Debentures). If we do not obtain such stockholder approval of this Proposal No.4, we will be forced to use our cash resources to make any required redemption and interest payments under the Debentures. The requirement for us to use our cash resources could materially and adversely affect our available operating capital. If we are unable to access other sources of capital on acceptable terms, our available operating capital may be materially reduced, which could materially and adversely affect our results of operations, business operations and/or financial condition. Any negative impact on our results of operations, business operations and/or financial condition due to us having reduced operating capital could negatively affect the market value of shares of our common stock.

Effect of Approval of this Proposal No. 4 on Our Stockholders

Our ability to successfully implement our business plans and ultimately generate value for our stockholders is dependent on our ability to maximize capital raising opportunities. If this Proposal No. 4 is approved by our stockholders, we will be able to save significant working capital by having the option of making the required redemption and/or interest payments under the Debentures in shares of our common stock, thereby strengthening our balance sheet and preserving capital for potential future business opportunities. If we do not obtain stockholder approval of this Proposal No.4, we will be forced to use our cash resources to make any required redemption and interest payments under the Debentures. The requirement for us to use our cash resources could materially and adversely affect our available operating capital.

Notwithstanding what we believe to be benefits that outweigh risks, there are certain risks involved with approval of this Proposal No. 4. Assuming we made the redemption of all of the principal outstanding under the Debentures on June29, 2021, the maturity date, and accrual of all interest outstanding from December 2018 through such date (as we are required to pay interest in cash from the issuance date through November 2018), and assuming no redemption of the Debentures prior to such date, in shares of our common stock at the Conversion Price of $10, subject to the satisfaction of the Equity Conditions (as defined in the Debentures), we would be required to issue 1,413,701shares of common stock to the Purchasers. If our stockholders approve this Proposal No.4, assuming we made the redemption of all of the principal outstanding under the Debentures on June29, 2021, the maturity date, and all accrued interest outstanding from December 2018 through such date, and assuming no redemption of the Debentures prior to such date, at the minimum allowed Stock Payment Price of $2.00, subject to the satisfaction of the Equity Conditions (as defined in the Debentures), we would be required to issue 7,068,507shares of our common stock to the Purchasers. This number of shares may increase significantly if an event of default occurs under the Debentures, and assuming we made the redemption of all of the principal and interest outstanding (from December 2018 through the maturity date) under the Debentures at the minimum allowed Stock Payment Price on June29, 2021, the maturity date, assuming further interest accrual at a higher rate in connection with the continuance an event of default from the date of issuance of the Debentures to the maturity date, we would be required to issue an additional 411,413shares of our common stock to the Purchasers. This redemption of all of the principal and interest outstanding under the Debentures, together with additional issuances of common stock that could be made pursuant to the Debentures as a result of an increase in the interest rate of the Debentures in connection with an event of default, may cause significant dilution to our stockholders’ ownership, voting power and right to participate in dividends or other payments from future earnings, if any, and may cause a decline in the market price of our common stock.

In addition to the foregoing, the increase in the number of shares of our common stock issued in connection with the redemption of the Debentures may have an incidental anti-takeover effect in that the additional shares of common stock issued could dilute the stock ownership of parties seeking to obtain control of our Company. The increased

number of issued shares could discourage the possibility of, or render more difficult, certain mergers, tender offers, proxy contests or other change of control or ownership transactions. However, we currently know of no specific effort to accumulate our securities or to gain control of our Company by means of a merger, tender offer, solicitation in opposition to management or otherwise.

Description of the Financing

The following does not purport to be a complete description of the SPA, the Debentures, the Subsidiary Guarantee and the Security Agreement described in this Proxy Statement and each is qualified in its entirety by reference to the full text of such document, all of which are attached as exhibits to our Current Report on Form 8-K that we filed with the SEC on July3, 2018.

The Debentures

On the Closing Date, pursuant to the SPA with the Purchasers, we completed the Financing for an aggregate cash purchase price of $10million, $10.64million in aggregate principal amount, of our Debentures. The Debentures mature on June29, 2021.

Payment of Interest

The Debentures accrue interest at 12.75% per year. Interest is payable monthly in arrears as of the last trading day of each calendar month (beginning with the calendar month of July 2018) and on the maturity date, in cash or, at our election in shares of our common stock valued at the Stock Payment Price on the applicable interest payment Date, or a combination thereof, subject to our stockholders approval of this Proposal No. 4 and assuming all of the Equity Conditions have been met. In the event of default, interest under the Debentures shall automatically increase to 15.75%.

Conversion of the Debentures

The Debentures are convertible into shares of our common stock at a conversion price of $10.00 per share at the holder’s option, subject to certain customary adjustments such as stock splits, stock dividends and stock combinations.

Beneficial Ownership Limitations on Conversion and Issuance

The Debentures may not be converted and shares of our common stock may not be issued under the Debentures if, after giving effect to the conversion or issuance, the Purchasers together with their affiliates would beneficially own in excess of 4.9% of our outstanding shares of common stock. At the Purchasers option, the ownership limitation blocker may be decreased or raised to any other percentage, not in excess of 9.9%, as elected by the Buyer, except that any raise will only be effective upon 61-days’ prior notice to us.

Redemption of the Debentures

Commencing with the calendar month of December 2018 (subject to the following sentence), the holders of the Debentures will have the right, at their option, to require us to redeem an aggregate of up to $170,000 of the outstanding principal amount of the Debentures per month. For the month of December 2018, the holders may not submit a redemption notice for such a redemption prior to December28, 2018. We will be required to promptly, but in any event no more than two trading days after a holder delivers a redemption notice to us, pay the applicable redemption amount in cash or, at our election and subject to certain conditions, in shares of our common stock. At our election and subject to certain limitations, we may also pay interest in shares of our common stock. If we elect to pay the redemption amount or interest in shares of our common stock, then, subject to the next sentence, the shares will be delivered based on the Stock Payment Price equal to the lesser of (a) a 10% discount to the average of the three lowest daily volume weighted average prices of our common stock over the prior 20 trading days, or (b) the Conversion Price, subject to a minimum price of $2.00 per share and if certain conditions are met. We will not have the right to, and will not, make any redemption or interest payment in shares of our common stock unless and until we have obtained the requisite consent of our stockholders under the rules of Nasdaq or if the issuance of shares as a result of such election would reduce the number of shares that we are permitted to issue under Nasdaq listing standards upon the conversion in full of the Debentures.

Prepayment of the Debentures

Subject to the satisfaction of certain conditions, at any time after June28, 2019, we may elect to prepay all, but not less than all, of the Debentures for a prepayment amount equal to the outstanding principal balance of the Debentures plus all accrued and unpaid interest thereon, together with a prepayment premium equal to the following: (a) if the Debentures are prepaid after June29, 2019, but on or prior to December29, 2019, 10% of the entire outstanding principal balance of the Debentures; (b) if the Debentures are prepaid on or after December30, 2019, but on or prior to June29, 2020, 8% of the entire outstanding principal balance of the Debentures; and (c) if the Debentures are prepaid on or after June29, 2020, but prior to the maturity date of the Debentures, 6% of the entire outstanding principal balance of the Debentures. Subject to the satisfaction of certain conditions, we may elect to prepay all, but not less than all, of the Debentures in connection with a change of control transaction (as defined in the Debentures) for a prepayment amount equal to the outstanding principal balance of the Debentures plus (i) if the Debentures are prepaid on or after their original issue date, but on or prior to June29, 2019, all remaining regularly scheduled interest to be paid on the Debentures from the date of such payment of the Debentures to, but excluding, June29, 2019, plus 10% of the entire outstanding principal balance of the Debentures; and (ii) if the Debentures are prepaid after June29, 2019, for the prepayment amounts described above.

Events of Default

Our obligations under the Debentures can be accelerated upon the occurrence of certain customary events of default. In the event of default and acceleration of our obligations, we would be required to pay the applicable prepayment amount described above. The events of default include but are not limited to: (i) a suspension from trading or a failure to maintain the listing of our common stock for a period of 5 consecutive trading days; (ii) after a conversion by an Investor, our failure to deliver shares of our common stock on the applicable delivery date; (iii) we or any Significant Subsidiary (as defined in the SPA) shall be subject to a Bankruptcy Event (as defined in the SPA); (iv) breaches of covenants; (v) bankruptcy or insolvency; and (vi) the failure to pay indebtedness or interest payments when due.

Guarantors and the Security Agreement

Our subsidiaries, Slacker, Inc., LiveXLive, Corp. and LXL Studios, Inc. (collectively, the “Guarantors”), provided a Subsidiary Guarantee to the Purchasers pursuant to which they (i) guaranteed the punctual payment of all obligations under the Debentures, including all interest and other amounts that may become due under the SPA and the Debentures, and all fees, interest, premiums, penalties, causes of actions, costs, commissions, expense reimbursements, indemnifications and all other amounts due or to become due under any of the financing documents entered into with the Purchasers in connection with the SPA, and (ii) agreed to pay any and all costs and expenses (including counsel fees and expenses) incurred by any Purchaser in enforcing any rights under the Subsidiary Guarantee or such other financing document.

Our obligations under the Debentures and the Guarantors’ obligations under the Subsidiary Guarantee are secured under a Security Agreement by a lien on all of our and the Guarantors’ assets, subject to certain exceptions.

Use of Proceeds

The net proceeds received from the Financing will be used for working capital and general corporate purposes. We retain broad discretion over the use of such proceeds. Pending the application of the net proceeds, we may invest the proceeds in marketable securities and short-term investments.

Financing Fees

At the closing of the Financing, we reimbursed the Purchasers for their reasonable and documented legal fees and out-of-pocket expenses in the amount of $394,149. JMP Securities LLC, the underwriter of our public offering completed in December 2017, received a tail payment pursuant to its engagement agreement on the investment made by the Purchasers equal to 6% of the gross cash proceeds actually received by us pursuant to the Debentures (or approximately $640,000).

Vote Required

The affirmative vote of a majority of all of the votes present or represented and entitled to vote at the Annual Meeting is required to approve this Proposal No. 4. For clarity, pursuant to NASDAQ listing rules, shares underlying the Debentures are not entitled to vote on this Proposal No. 4.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTEFOR THE APPROVAL OF THE PROPOSAL TO APPROVE, TO THE EXTENT REQUIRED BY THE NASDAQ 20% RULE, THE ISSUANCE OF SHARES OF OUR COMMON STOCK UPON CONVERSION OR OTHERWISE PURSUANT TO THE TERMS OF THE DEBENTURES.