LIVEXLIVE MEDIA, INC. IPO Filings, Withdrawn, Pricings, Calendar, Market Details-2017

Company Description-We are one of the world’s only premium internet networks devoted to living music and music-related video content. We intend to fill a market void by becoming a central content, information and transaction hub for music consumers and industry stakeholders around the world. We are geared for the digital generation, and our mission is to bring the experience of live music and entertainment to internet users by delivering live streamed and on demand content to nearly any Internet-connected screen. Our goal is to become a leading destination for premium music video content on the internet by continuing to
aggregate and create our content, including through strategic acquisitions. We are also building a proprietary engagement platform that we believe will attract and retain users, which we believe will allow us to collect valuable user data and monetize our growing content library through subscriptions, advertising, sponsorships and e-commerce.
-We were incorporated in the State of Nevada on December 28, 2009, and
reincorporated in the State of Delaware on August 2, 2017, in connection with the
reincorporation merger discussed below. Pursuant to the Agreement and Plan of
Merger, dated as of July 20, 2017, by and between London, Corp, a Nevada
corporation (“Loton”), and LiveXLive Media, Inc., a Delaware corporation and
wholly owned subsidiary of Loton, Loton merged with and into LiveXLive Media,
Inc., with LiveXLive Media, Inc. being the surviving entity. This merger was
consummated to complete our reincorporation from the State of Nevada to the
The State of Delaware and name change. Our principal executive offices are located
at 269 South Beverly Drive, Suite #1450, Beverly Hills, California 90212, and
our telephone number is (310) 601-2500. We maintain a website at
www.livexlive.com.

LIVEXLIVE MEDIA, INC.
Proposed Symbols: LXL

Market: NYSE

CIK: 0001491419

Address: 269 SOUTH BEVERLY DRIVE

City, State, Zip: BEVERLY HILLS ,CA 90212

Telephone: (310) 601-2500

CEO: Robert S. Ellin

Employee Count: 20

Fiscal Year: 3/31

URL: www.livexlive.com
Deal Data
Status: Filed

Share Price: 12.00-14.00

Shares Offered: 7,692,308

Offer Amount:

Total Expenses: $974,496.00

Shares Over Alloted: 1,153,846

Shareholder Shares Offered:

Shares Outstanding: 43,886,937

Lockup Period / Expiration:

Quiet Period Expiration:
 Financials
Revenue: $276,243.00

Net Income: ($2,815,160.00)

Total Assets: $5,243,830.00

Total Liabilities: $6,041,307.00

Stockholders’ Equity: ($797,477.00)
 Advisors

Lead Underwriter(s): 
BMO Capital Markets CorpUnderwriter(s) :
Craig-Hallum Capital Group LLC
JMP Securities LLC

Company Counsel :
Loeb and Loeb LLP
Underwriter Counsel :
Skadden, Arps, Slate, Meagher & Flom LLP
Auditor :
Weinberg and Company, P.A
Transfer Agent :
Computershare Trust Company, N.A

Description of Business-Since our launch in 2015, we have sought to become the singular online
the destination for music fans to enjoy premium live performances from music venues
and leading music festivals around the world, as well as premium original
content, artist exclusives, and industry interviews. We have live streamed music
festivals such as Rock in Rio, Outside Lands Music and Arts Festival and Hangout
Music Festival and our platform has featured performances and content from over
200 of the most popular artists in various music genres, including Rihanna, Katy
Perry, Metallica, Duran Duran, Radiohead, Chance The Rapper, Bruce Springsteen,
Major Lazer and Maroon 5. We have successfully distributed such content through
our online platform and major third-party distributors such as MTV
International, Complex Media, Dailymotion, and AOL.

Our content strategy includes continuing to aggregate live and on demand
performance (e.g., on stage sets) and non-performance (e.g., behind the scenes,
interviews) music-related video content from festivals, clubs, events, concerts,
artists, promoters, venues, music labels and publishers (“Content Providers”);
acquiring and producing original music-related video content, and curating
existing online premium content. In addition to acquiring and/or partnering with
third-party Content Providers, our digital studio, LXL Studios, will develop and
produce original music-related video content, including digital magazine-style
news programming and original-concept digital pilots and documentaries.

Our platform engagement strategy is to build a compelling online experience for
our users, anchored by a pioneering website and our custom mobile application,
the “LXL App.” The LiveXLive platform will offer access to some of the world’s
leading music festivals and events with multi-day and simultaneous multi-stage
coverage, unique concerts, intimate performances and premium programming. It
will be fueled by our custom LXL App, which we believe will drive 24/7/365 user
engagement and data that we will be able to convert to earnings and cash flow
through multiple potential revenue streams. We released the first version of the
LXL App in September 2017 on the iOS and Android operating systems in
anticipation of Rock in Rio 2017. We plan to release the Apple TV, Roku and
Amazon Fire TV LiveXLive applications later in 2017.

By executing the above strategies, we are creating a platform that is dedicated
to live music and has the breadth and depth of content to reach and be relevant
to a global audience of all ages.

Use of Proceeds-

We estimate that we will receive net proceeds of approximately $91,675,007 (or
approximately $105,625,007 if the underwriters’ over-allotment option is
exercised in full) from the sale of the shares of common stock offered by us in
this offering, based upon an assumed public offering price of $13.00 per share
(the midpoint of the estimated price range set forth on the cover of this
prospectus), and after deducting the estimated underwriting discounts and
commissions and estimated offering expenses payable by us.

We intend to use the net proceeds from this offering to fund working capital,
capital expenditures, the Slacker Acquisition, the SNAP Acquisition and other
general corporate purposes, which may include future acquisitions of businesses
and content.

The aggregate purchase price for the Slacker Acquisition is $50.0 million,
consisting of $44.0 million of cash and $6.0 million in our common stock, valued
at the public offering price set forth on the cover of this prospectus. The
an aggregate purchase price for the SNAP Acquisition is approximate $34.0 million
consisting of approximately $20.4 million in cash and approximately $13.6
million in shares of our common stock, valued at the public offering price set
forth on the cover of this prospectus, or, if not consummated contemporaneously
with or prior to the closing of this offering, the volume weighted average of
the trading price of our common stock at the time of issuance.

The amounts and timing of capital expenditures will be determined by numerous
factors, including the growth of our business and cash needs of our business.
Therefore, we cannot at this time estimate a number of the net proceeds from
this offering to be used for purposes other than those described above.

Our expected use of net proceeds from this offering represents our intentions
based upon our current plans and business conditions. Our management will retain
broad discretion over the allocation of any net proceeds.

Pending use of the proceeds from this offering, we intend to invest the net
proceeds in a variety of capital preservation investments, including short- and
intermediate-term, interest-bearing obligations, investment-grade instruments,
certificates of deposit or direct or guaranteed obligations of the U.S.
government.

While the broader market for live entertainment remains highly competitive, the
digital distribution of live and music-related video content is still a nascent
market. We believe live-streamed music video content is the only remaining media
genre without a dominant brand. We believe there is a tremendous amount of high-quality
live music content available to be captured and produced but without a
singular home for distribution and access by the public at large.

We expect to compete for the time and attention of our users with other Content
Providers based on a number of factors, including quality of experience,
relevance, acceptance, and diversity of content, ease of use, price,
accessibility, perceptions of advertisement load, brand awareness and
reputation. We also expect to compete for the time and attention of users based
on the presence and/or visibility of the LiveXLive platform as compared with
other platforms and Content Providers that deliver content through
internet-connected screens.

Our competitors will include (i) broadcast radio providers, including
terrestrial radio providers such as Clear Channel and CBS and satellite radio
providers such as Sirius XM, (ii) interactive on-demand audio content and
pre-recorded entertainment, such as Apple’s iTunes Music Store and Apple Music,
Rhapsody, Spotify, Pandora, Tidal and Amazon Prime that allow listeners to
stream music or select the audio content that they stream or purchase, (iii)
other forms of entertainment, including Facebook, Instagram, Google, Twitter
(including Periscope), and Yahoo, which offers a variety of internet and mobile
device-based products, services, and content and (iv) promoters and producers of
content on mobile, online and AR/VR platforms such as Redbull TV, Live Nation TV
and independent content owners. To the extent that existing or potential users
choose to watch satellite or cable television, streaming video from on demand
services such as Hulu, VEVO or YouTube, or play interactive video games on their
home-entertainment system, computer or mobile phone rather than use them
LiveXLive service, these content services pose a competitive threat.

We may also face direct competition from other large live music events
competitors with regards to online distribution of live music and music-related
video content, ticketing and sponsorship opportunities, including from Live
Nation, Anschutz Entertainment Group, and Lifestyle (formerly SFX). Furthermore,
there are much smaller, regional companies that compete in the market as well.

Competition / Competitors-

While the broader market for live entertainment remains highly competitive, the
digital distribution of live and music-related video content is still a nascent
market. We believe live streamed music video content is the only remaining media
genre without a dominant brand. We believe there is a tremendous amount of high
quality live music content available to be captured and produced but without a
singular home for distribution and access by the public at large.

We expect to compete for the time and attention of our users with other Content
Providers based on a number of factors, including: quality of experience,
relevance, acceptance and diversity of content, ease of use, price,
accessibility, perceptions of advertisement load, brand awareness and
reputation. We also expect to compete for the time and attention of users based
on the presence and/or visibility of the LiveXLive platform as compared with
other platforms and Content Providers that deliver content through
internet-connected screens.

Our competitors will include (i) broadcast radio providers, including
terrestrial radio providers such as Clear Channel and CBS and satellite radio
providers such as Sirius XM, (ii) interactive on-demand audio content and
pre-recorded entertainment, such as Apple’s iTunes Music Store and Apple Music,
Rhapsody, Spotify, Pandora, Tidal and Amazon Prime that allow listeners to
stream music or select the audio content that they stream or purchase, (iii)
other forms of entertainment, including Facebook, Instagram, Google, Twitter
(including Periscope), and Yahoo, which offer a variety of internet and mobile
device-based products, services and content and (iv) promoters and producers of
content on mobile, online and AR/VR platforms such as Redbull TV, Live Nation TV
and independent content owners. To the extent that existing or potential users
choose to watch satellite or cable television, streaming video from on demand
services such as Hulu, VEVO or YouTube, or play interactive video games on their
home-entertainment system, computer or mobile phone rather than use the
LiveXLive service, these content services pose a competitive threat.

We may also face direct competition from other large live music event
competitors with regards to online distribution of live music and music-related
video content, ticketing and sponsorship opportunities, including from Live
Nation, Anschutz Entertainment Group, and Livestyle (formerly SFX). Furthermore,
there are many smaller, regional companies that compete in the market as well.

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