UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

______________

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 3, 2019

Live Ventures Incorporated

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (702) 997-5968

                                    Not Applicable                                    

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 ☐

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. ☐

On September 3, 2019, Vintage Stock Affiliated Holdings LLC (“Holdings”) and Vintage Stock, Inc. (the “Borrower”), each subsidiaries of Live Ventures Incorporated (the “Company”), the registrant, entered into a Limited Waiver and First Amendment (the “Limited Waiver and First Amendment”) to Amended and Restated Credit Agreement (the “Credit Agreement”) and Amended and Restated Management Fee Subordination Agreement (the “Management Fee Subordination Agreement”), dated as of September 3, 2019, by and among the lenders party thereto, and Comvest Capital IV, L.P. (“Comvest”).

The Limited Waiver and First Amendment, among other things (i) increases the senior leverage ratio below which the Company is no longer required to make a contribution to Borrower’s parent, (ii) decreases the minimum EBITDA from $12,500,000 to $11,500,000 that the Borrower is required to maintain, (iii) increases the maximum senior leverage ratio for certain fiscal quarters, (iv) increases the number of new stores that the Borrower may open in any consecutive 12-month period, (v) modifies the terms pursuant to which Borrower can make a distribution to the Company, and (vi) terminates the guaranty by the Company of a specified portion of the term loan (provided, however, that the equity cure right provided in the Credit Agreement survives).

The foregoing description of the Limited Waiver and First Amendment does not purport to be complete and is qualified in its entirety by reference to the complete text of such agreement, a copy of which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d)        Exhibits

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.

Dated: September 5, 2019