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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 7, 2024
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Live Ventures Incorporated
(Exact name of Registrant as Specified in Its Charter)
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| | | | | | | | |
| Nevada | 001-33937 | 85-0206668 |
(State or Other Jurisdiction
of Incorporation) | (Commission File Number) | (IRS Employer
Identification No.) |
| | |
325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada | | 89119 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (702) 997-5968
(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading
Symbol(s) | | Name of each exchange on which registered |
| Common Stock, $0.001 par value per share | | LIVE | | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 8.01 Other Events.
On June 3, 2024, the Board of Directors of Live Ventures Incorporated (the “Company”) adopted a new stock repurchase program (the “Program”), replacing the previous program that expired on June 1, 2024. The Program authorizes the Company to repurchase up to $10 million of its currently outstanding shares of common stock at prevailing market prices and will remain effective until May 31, 2025, unless extended, canceled, or modified by the Company’s Board of Directors. Shares may be repurchased under the Program in open market transactions, including through block purchases, through privately negotiated transactions, or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The timing, manner, price, and amount of any repurchases will be determined at the Company’s discretion. The Program does not obligate the Company to acquire any specific number of shares, and all open market repurchases will be made in accordance with Rule 10b-18 of the Exchange Act, which sets certain restrictions on the method, timing, price, and volume of open market stock repurchases. Repurchases will be funded by cash on hand and cash generated by the operations of the Company’s businesses.
A copy of the press release announcing the adoption of the Program and establishment of the 10b5-1 Plan is attached as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
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Exhibit
Number | Description |
| 99.1 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| LIVE VENTURES INCORPORATED |
| | |
| By: | /s/ Jon Isaac |
| | Name: Jon Isaac |
| | Title: Chief Executive Officer |
| | |
| Dated: June 7, 2024 | | |