Live Current Media Inc. - Quarter Report: 2022 March (Form 10-Q)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number 000-29929
LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)
| 88-0346310 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
|
10801 Thornmint Road
San Diego, |
92127 |
| (Address of principal executive offices) | (Zip Code) |
(604) 648-0500
(Registrant's telephone number, including area code)
_________________________________________
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ (Do not check if a smaller reporting company) | Smaller reporting company ☒ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
☐ Yes ☒ No
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:
As of May 16, 2022 the registrant had 160,559,027 shares of common stock outstanding.
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X, and, therefore, do not include all information and footnotes necessary for a complete presentation of financial position, results of operations, cash flows, and stockholders' equity in conformity with generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended March 31, 2022 are not necessarily indicative of the results that can be expected for the year ending December 31, 2022.
As used in this Quarterly Report, the terms "we," "us," "our," "Live Current," and the "Company" mean Live Current Media Inc. and its subsidiaries, unless otherwise indicated. All dollar amounts in this Quarterly Report are expressed in U.S. dollars, unless otherwise indicated.
3
LIVE CURRENT MEDIA INC.
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
(Unaudited)
F-1
| LIVE CURRENT MEDIA INC. |
| CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) |
| March 31, 2022 | December 31, 2021 | |||||
| ASSETS | ||||||
| Current assets | ||||||
| Cash | $ | 2,414,917 | $ | 668,469 | ||
| Prepaid Expenses | - | 12,710 | ||||
| Loan receivable | 405,819 | |||||
| 2,820,736 | 681,179 | |||||
| Non-current assets | ||||||
| Intangible assets | 6,663 | 6,663 | ||||
| Equity investments | 32,113 | 52,054 | ||||
| $ | 2,859,512 | $ | 739,896 | |||
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||||||
| Current liabilities | ||||||
| Accounts payable | $ | 100,840 | $ | 115,020 | ||
| Other payable | 13,669 | - | ||||
| 114,509 | 115,020 | |||||
| Non-current liabilities | ||||||
| Convertible notes | 1,451,152 | - | ||||
| 1,565,661 | 115,020 | |||||
| Stockholders' equity | ||||||
| Capital stock | ||||||
| Authorized: | ||||||
| 500,000,000 common shares, par value $0.001 per share | ||||||
| Issued and outstanding as of March 31, 2022: 35,559,027 and | ||||||
| December 31, 2021: 34,837,625 common shares | 35,559 | 34,838 | ||||
| Additional paid in capital | 19,361,360 | 18,478,298 | ||||
| Deficit | (18,103,068 | ) | (17,888,257 | ) | ||
| 1,293,851 | 624,876 | |||||
| $ | 2,859,512 | $ | 739,896 | |||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-2
| LIVE CURRENT MEDIA INC. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) |
| For the three months ended | ||||||
| March 31, 2022 | March 31, 2021 | |||||
| Operating expense (income) | ||||||
| Domain content and registration | $ | 3,103 | $ | 3,072 | ||
| General and administrative | 14,352 | 12,110 | ||||
| Interest expense | 8,127 | 51 | ||||
| Management fees | 32,390 | 32,315 | ||||
| Marketing | 47,043 | 34,459 | ||||
| Professional fees | 12,832 | 7,404 | ||||
| Transfer agent and regulatory | 3,671 | 1,560 | ||||
| Web/App maintenance | 30,485 | 958 | ||||
| Stock based compensation | - | 95,722 | ||||
| Accretion | 48,685 | - | ||||
| Fair value change of equity investments | 19,942 | 138,226 | ||||
| Interest earned | (5,819 | ) | - | |||
| Gain on domain name sale | - | (913,246 | ) | |||
| Net income (loss) for the period | $ | (214,811 | ) | $ | 587,369 | |
| Basic gain (loss) per share | (0.01 | ) | 0.02 | |||
| Basic and diluted gain (loss) per share | (0.01 | ) | 0.02 | |||
| Weighted average number of basic common shares outstanding | 35,121,563 | 34,837,625 | ||||
| Weighted average number of diluted common shares outstanding | 35,121,563 | 35,632,591 | ||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-3
| LIVE CURRENT MEDIA INC. |
| CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (Unaudited) |
| Common Stock | Additional | Total | |||||||||||||
| Number | Paid In | Accumulated | Stockholders' | ||||||||||||
| of Shares | Amount | Capital | Deficit | Equity | |||||||||||
| Balance, December 31, 2020 | 34,837,625 | $ | 34,838 | $ | 18,376,735 | $ | (17,737,642 | ) | $ | 673,931 | |||||
| Stock-based compensation | - | - | 98,641 | - | 98,641 | ||||||||||
| Net Income | - | - | - | 587,369 | 587,369 | ||||||||||
| Balance, March 31, 2021 | 34,837,625 | $ | 34,838 | $ | 18,475,376 | $ | (17,150,273 | ) | $ | 1,359,941 | |||||
| Balance, December 31, 2021 | 34,837,625 | $ | 34,838 | $ | 18,478,295 | $ | (17,888,257 | ) | $ | 624,876 | |||||
| Shares issued | 221,402 | 221 | 59,779 | - | 60,000 | ||||||||||
| Options exercised | 500,000 | 500 | 49,500 | - | 50,000 | ||||||||||
| Warrants issued | - | - | 773,786 | - | 773,786 | ||||||||||
| Net Loss | - | - | - | (214,811 | ) | (214,811 | ) | ||||||||
| Balance, March 31, 2022 | 35,559,027 | 35,559 | 19,361,360 | (18,103,068 | ) | 1,293,851 | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-4
| LIVE CURRENT MEDIA INC. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) |
|
For the three months ended |
||||||
| March 31, 2022 | March 31, 2021 | |||||
| Cash flows used in operating activities | ||||||
| Net income (loss) for the period | $ | (214,811 | ) | $ | 587,369 | |
| Non-cash item | ||||||
| Fair value change on equity investments | 19,942 | 138,226 | ||||
| Interest and accretion | 50,993 | 51 | ||||
| Gain on domain name sale | - | (913,246 | ) | |||
| Stock based compensation | - | 95,722 | ||||
| Changes in non-cash working capital items | ||||||
| Prepaid expense | 5,210 | |||||
| Accounts payable and accrued liabilities | (512 | ) | (5,131 | ) | ||
| Cash used in operating activities | (139,178 | ) | (97,009 | ) | ||
| Cash flows provided by (used in) Investing activities | ||||||
| Loan receivable | (400,000 | ) | - | |||
| Proceeds received for sale of domain name | - | 1,012,000 | ||||
| Website development | - | (28,588 | ) | |||
| Cash provided by (used in) investing activities | (400,000 | ) | 983,412 | |||
| Cash flows provided by Financing activities | ||||||
| Convertible notes proceeds, net of costs | 2,235,626 | - | ||||
| Options exercised | 50,000 | - | ||||
| Cash provided by Financing activities | 2,285,626 | - | ||||
| Change in cash | 1,746,448 | 886,403 | ||||
| Cash, beginning of period | 668,469 | 176,511 | ||||
| Cash, end of period | $ | 2,414,917 | $ | 1,062,914 | ||
| Supplemental cash flow information: | ||||||
| Interest paid | $ | - | $ | - | ||
| Income taxes paid | $ | - | $ | - | ||
The accompanying notes are an integral part of these condensed consolidated financial statements.
F-5
1. NATURE AND CONTINUANCE OF OPERATIONS
Live Current Media, Inc. (the "Company" or "Live Current") was incorporated under the laws of the State of Nevada on October 10, 1995. The Company's wholly owned principal operating subsidiary, Domain Holdings Inc. ("DHI"), was incorporated under the laws of British Columbia on July 4, 1994 under the name "IMEDIAT Digital Creations Inc.". On April 14, 1999, IMEDIAT Digital Creations Inc. changed its name to "Communicate.com Inc." and was redomiciled from British Columbia to the jurisdiction of Alberta. On April 5, 2002, Comminicate.com Inc. changed its name to Domain Holdings Inc.
On March 13, 2008, the Company incorporated a subsidiary in the state of Delaware, Perfume.com Inc. (Perfume Inc.) which is a dormant and inactive company.
On January 18, 2022, the Company incorporated a subsidiary in the state of Delaware, Evasyst Acquisition Inc. ("LIVC Sub”) for the purpose of completing a merger agreement signed on January 20, 2022 with Evasyst Inc. Evasyst Inc. operates the social, video streaming, watch party platform Kast (note 9).
Live Current is a digital technology company involved in the entertainment industry. Live Current is currently developing 2 projects, SPRT MTRX and Trivia Matrix, which are positioned in the sports and gaming sectors.
The accompanying condensed interim consolidated financial statements have been prepared assuming the Company will continue as a going concern. As of March 31, 2022 the Company has no continuing source of revenue and has an accumulated deficit of $18,103,068. The Company's ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to further develop its business. To date, the Company has funded operations through the issuance of capital stock and debt. Management plans to continue raising additional funds through equity or debt financing and loans from directors. There is no certainty that further funding will be available as needed. These issues raise substantial doubt about the ability of the Company to continue operating as a going concern. The ability of the Company to continue its operations as a going concern is dependent upon its ability to raise sufficient new capital to fund its operating commitments and ongoing losses and ultimately on generating profitable operations. The financial statements do not include any adjustments to be recorded to assets or liabilities that might be necessary should the Company be unable to continue as a going concern.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
These condensed interim consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United State ("US GAAP"), and are expressed in United States dollars.
Basis of Presentation
The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information and with the instructions to Form 10-Q and Regulation S-X. Accordingly, the financial statements do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments consisting of normal recurring entries necessary for a fair statement of the periods presented for: (a) the balance sheet; (b) the result of operations; and (c) cash flows, have been made in order to make the condensed interim consolidated financial statements presented not misleading. The results of operations for such interim periods are not necessarily indicative of operations for a full year. The accompanying unaudited condensed interim consolidated financial statements should be read in conjunction with the financial statements and related notes included in the Company's Annual Report in Form 10-K, for the year ended December 31, 2021, as filed with the SEC on March 31, 2022.
F-6
EQUITY INVESTMENTS
Equity investments are classified as available for sale and are stated at fair market value. Unrealized gains and losses are recognized in the Company's statement of operations.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments include cash, equity investments, accounts payable, and other payable. The carrying value of cash, accounts payable, and other payable approximates their fair value based on their short-term nature. The Company is not exposed to significant interest, exchange or credit risk arising from these financial instruments.
The fair value hierarchy under US GAAP is based on the following three levels of inputs, of which the first two are considered observable and the last unobservable:
Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities;
Level 2: Observable inputs other than Level I, quoted prices for similar assets or liabilities in active prices whose inputs are observable or whose significant value drivers are observable; and
Level 3: Assets and liabilities whose significant value drivers are unobservable by little or no market activity and that are significant to the fair value of the assets or liabilities.
Certain assets and liabilities are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances (for example, when there is evidence of impairment). There were no assets or liabilities measured at fair value on a nonrecurring basis during the period ended March 31, 2022.
Cash is measured at fair value using level 1 and equity investments are measured at fair value using level 2 inputs respectively.
3. INTANGIBLE ASSETS
The Company's portfolio of domain names is considered by management to consist of indefinite life intangible assets not subject to amortization.
On March 22, 2021 the Company completed the sale of one of its domain names for $1,012,000, resulting in a gain of $913,246.
There were no sales of intangible assets during the quarter ended March 31, 2022.
4. DEVELOPMENT OF COMPUTER SOFTWARE
During the three months period ended March 31, 2022, the Company did not amortize website and app development for SPRT MRTX or Trivia Matrix.
5. EQUITY INVESTMENT AND ROYALTIES
On March 21, 2019, the Company entered an agreement with Cell MedX Corp. ("CMXC") to purchase the direct rights to distribute the eBalance device from CMXC. On January 29, 2020 the Company and CMXC entered a buyback agreement to sell the exclusive distribution rights to the eBalance microcurrent device back to CMXC.
The sales price included a retained royalty on future sales of the eBalance device capped at US$507,500 and share purchase warrants for 2,000,000 shares of CMXC of which 1,000,000 are exercisable at $0.50 and 1,000,000 exercisable at $1.00. As at March 31, 2022, the Company's equity investment consists of 2,000,000 share purchase warrants. Each CMXC share purchase warrant is exercisable for a period of three years, expiring on January 31, 2023. CMXC has the right to accelerate the expiry date of the warrants based on the trading price of CMXC's shares.
As of December 31, 2021 the fair value of the equity investment was calculated to be $52,054.
F-7
As of March 31, 2022, the fair value of the equity investment was calculated to be $32,113 based on the market common share using a Black Scholes Options Pricing model with the following assumptions.
| Assumptions: | |
| Risk-free rate (%) | 0.09 |
| Expected stock price volatility (%) | 135.03 |
| Expected dividend yield (%) | 0 |
| Expected life of options (years) | 0.83 |
On March 31, 2022 the equity investment was recalculated resulting in a loss of $19,942. During the prior period ending March 31, 2021 the revaluation resulted in a loss of $138,226.
During the three months period ended March 31, 2022, no CMXC warrants were sold and no realized gain or loss from sale of equity investment was realized.
6. SHARE CAPITAL
On February 18, 2022, the Company issued 221,402 shares as a brokerage fee for the $1,620,000 Convertible Promissory Note.
On February 18, 2022, directors and contractors that held outstanding options at December 31, 2021 exercised 500,000 of those options for proceeds of $50,000.
As at March 31, 2022, the Company had 1,300,000 options outstanding with a weighted average exercise price and weighted average life of $0.10 and 0.78 years, respectively.
F-8
7. CONVERTIBLE NOTES
On February 15, 2022 (“February Notes”) and March 28, 2022 (“March Notes”), the Company issued a convertible promissory notes that bear interest of 4.0% and have a term of two years. Both notes have an initial conversion price to the Company’s common stock of $0.34 per share. The notes were issued with an original issue discount. In addition, the Company issued 221,402 shares of its common stock with a fair value of $60,000 as brokerage fee. Along with the notes, the Company also issued warrants with an exercise price to common stock of $0.60 and a term of warrants have a term of five years. The net proceeds were allocated to the convertible debt and the warrants using the relative fair value method.
Following is a summary of the allocation of proceeds:
| February 15, 2022 |
March 28, 2022 |
Total |
|||||||
| Face value | $ | 1,620,000 | $ | 956,880 | $ | 2,576,880 | |||
| Original issue discount | (120,000 | ) | (70,880 | ) | (190,880 | ) | |||
| Legal and brokerage fees | (127,500 | ) | - | (127,500 | ) | ||||
| Cash proceeds | 1,372,500 | 886,000 | 2,258,500 | ||||||
| Noncash brokerage fee | (60,000 | ) | - | (60,000 | ) | ||||
| Other Legal fees | (30,374 | ) | - | (30,374 | ) | ||||
| Net Proceeds | $ | 1,282,126 | $ | 886,000 | 2,168,126 | ||||
| Allocation to: | |||||||||
| Convertible note | $ | 839,671 | $ | 554,669 | 1,394,340 | ||||
| Warrants | 442,455 | 331,331 | 773,786 | ||||||
| $ | 1,282,126 | $ | 886,000 | $ | 2,168,126 | ||||
The Company valued the warrants using the Black-Scholes valuation method. The number of warrants issued with the notes and the variables used in determining the relative fair value of the notes is a follows:
| February 15, 2022 |
March 28, 2022 |
Total | ||||
| Number of warrants issued | 3,573,529 | 2,110,765 | 5,684,294 | |||
| Black Scholes assumptions | ||||||
| Risk-free rate (%) | 1.94 | 2.54 | ||||
| Expected stock price volatility (%) | 154.14 | 159.80 | ||||
| Expected dividend yield (%) | 0.00 | 0.00 | ||||
| Expected life of options (years) | 5.0 | 5.0 |
Upon issuance of the notes, the Company recognized total debt discount of $1,182,540 which will be amortized over the term of the debt using the interest method. During the three month period ended March 31, 2022, the Company recognized $8,126 in interest expense and $47,781 in financing costs associated with the amortization of the debt discount.
The Company may close a second tranche of the February Notes having a face value of $1,080,000 and warrants to purchase up to an additional 2,382,353 shares of the Company’s common stock for gross proceeds of $1,000,000. Closing of the second tranche under the Convertible Note Offering is conditional upon completion of the Evasyst Acquisition and certain other conditions precedent.
The Company may prepay the notes (i) at any time during the first 90 days following closing at the face value of the, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value, and (iii) thereafter at 120% of the face value. The February Notes contain a number of customary events of default. Additionally, the February Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company. The March Notes are unsecured.
F-9
8. EARNING PER SHARE
Basic Earnings Per Share (“EPS”) is computed as net income (loss) available to common stockholders divided by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur from common shares issuable through stock options, warrants and convertible notes.
The outstanding securities at March 31, 2022 and 2021 that have a dilutive effect are as follows:
| Three months ended | |||
| March 31, 2022 | March 31, 2021 | ||
| Basic and diluted EPS: | |||
| Stock Option | - | 794,966 | |
| Warrants | - | - | |
| Total | - | 794,966 | |
For the three months ended March 31, 2022 the effect of the Company’s outstanding stock options and warrants would be antidilutive and are excluded in the calculation of diluted EPS.
9. MERGER AGREEMENT
On January 20, 2022, the Company signed a plan of merger agreement with Evasyst, Inc. of San Diego to complete an RTO with Evasyst emerging as the surviving corporation.
10. SENIOR SECURED PORMISSORY NOTE
On February 17, 2022, further to the planned Merger Agreement, the Company agreed to lend Evasyst, Inc., $200,000. The agreement is for 6 months and bears interest at 18% per annum
On March 14, 2022, further to the planned Merger Agreement, the Company agreed to lend Evasyst, Inc., $200,000. The agreement is for 6 months and bears interest at 18% per annum.
11. SUBSEQUENT EVENTS
On April 22, 2022, the Company completed its merger agreement with Evasyst Inc. of San Diego by issuing 125,000,000 common shares for all of the outstanding shares of Evasyst.
Pursuant to the merger agreement with Evasyst, John DaCosta and Amir Vahabzadeh resigned as directors of the Company and Mark Ollila, Heidi Steiger, Leslie S. Klinger, Justin Weissberg and Annamaria Rapakko were appointed to the board of directors.
Pursuant to the merger agreement, on closing, David Jeffs resigned as CEO and CFO of the Company and Mark Ollila was appointed the new CEO and Chairman of the board of directors and Steve Smith was appointed as CFO of the Company.
F-10
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.
Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this Quarterly Report constitute "forward-looking statements." These statements, identified by words such as "plan," "anticipate," "believe," "estimate," "should," "expect" and similar expressions include the Company's expectations and objectives regarding its future financial position, operating results and business strategy. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and other factors that may cause its actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Such factors include, general economic conditions particularly related to demand for the Company's products and services, changes in business strategy, competitive factors (including the introduction or enhancement of competitive services), pricing pressures, changes in operating expenses, fluctuation in foreign currency exchange rates, inability to attract or retain consulting, sales and/or development talent, changes in customer requirements, and/or evolving industry standards, as well as those factors discussed in the section titled "Part II, Item 1A. Risk Factors" in this Quarterly Report.
Forward looking statements are based on a number of material factors and assumptions, including the availability and final receipt of required government licenses, that sufficient working capital is available to complete the proposed activities, that contracted parties provide goods and/or services on the agreed time frames. While the Company considers these assumptions may be reasonable based on information currently available to it, they may prove to be incorrect. Actual results may vary from such forward-looking information for a variety of reasons, including but not limited to risks and uncertainties disclosed in the section titled "Risk Factors" in this Quarterly Report.
The Company intends to discuss in its Quarterly Reports and Annual Reports any events or circumstances that occurred during the period to which such documents relate that are reasonably likely to cause actual events or circumstances to differ materially from those disclosed in this registration statement. New factors emerge from time to time, and it is not possible for management to predict all of such factors and to assess in advance the impact of each such factor on its business or the extent to which any factor, or combination of such factors, may cause actual results to differ materially from those contained in any forwarding looking statement. You are advised to carefully review the reports and documents that the Company files from time to time with the United States Securities Exchange Commission (the "SEC"), particularly its periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the "Exchange Act").
OVERVIEW
Live Current Media, Inc. (the "Company" or "Live Current") was incorporated under the laws of the State of Nevada on October 10, 1995. The Company operates a segment of its business through its wholly owned subsidiary, Domain Holdings Inc., originally formed under the laws of British Columbia, Canada on July 4, 1994 and re-domiciled to Alberta, Canada on April 14, 1999 ("DHI"). The Company is also the majority shareholder of Perfume.com Inc. (95% ownership), formed under the laws of the State of Delaware on March 13, 2008. Perfume.com Inc. is currently dormant and does not carry on an active business. References herein to the Company include DHI and Perfume.com Inc. (collectively, the "Subsidiaries") unless otherwise stated.
The Company is a development stage, technology company involved in the entertainment industry. Currently enhancing two products, SPRT MTRX and Trivia Matrix, management is positioning the Company to take advantage of the exciting and rapidly growing Sports and Gaming sectors.
Evasyst, Inc.
4
Evasyst is a digital technology company operating the social video streaming application "Kast". Users of Kast can host public or private watch parties with friends on their PC, Mac, web or mobile device. Kast's technology allows for the creation of intimate private watch parties that scales with millions of users.
The Company will continue to enhance its SPRT MTRX and Trivia Matrix gaming apps as they integrate with Kast, but expects to devote a majority of its resources to the development and commercialization of Kast.
PLAN OF OPERATIONS
Kast
Kast is a video streaming, social media platform referred to as a watch party platform. Members are part of a community that share video content, play games, collaborate remotely and simply hang out together. The platform currently has more than 4 million registered users with tens of thousands or users actively using the site monthly.
Revenue Model. Kast generates revenue in the form of subscription payments. The platform offers monthly and yearly subscriptions and subscriptions with varying levels of enhanced benefits including higher bandwidth and sharing of content.
Although the platform is completely functional and hosts thousands of paying subscribers, development continues with the planned implementation of new video streaming content, new gaming content including SPRT MTRX and Trivia Matrix, live video shopping channels and collaborative tools such as photo editing.
Kast is available online at www.kast.gg, on the Apple App Store and on the Google Play Store.
SPRT MTRX
SPRT MTRX is a gaming app, available in both iPhone and Android versions, in which players bid on the final scores of NHL, NBA and NFL games. The events are organized as "Challenges" and cover multiple games over one day. A cash prize is awarded to the player who receives the most points for correctly bidding on the final scores of the games included in the Challenge. The system for bidding on the final scores is unique in the gaming industry.
Revenue Model. The business model entails offering cash prizes to introduce and attract players to the game, developing a large contingent of users and delivering advertisements. This model, free to play (F2P), has proven popular among gamers as the lure of free money is a very attractive inducement.
Enhancements. The Company will continue to enhance the SPRT MTRX through 2022 by adding additional functionality and more sports such as MLB and EPL but does not anticipate generating any significant revenue from SPRT MTRX in fiscal 2022.
SPRT MTRX is available online at www.sprtmtrx.com, on the Apple App Store and on the Google Play Store.
Trivia Matrix
Trivia Matrix is a mobile trivia game app. The game consists of a 4 x 4 grid of eight mixed pairs of trivia data belonging to a specific category. The categories are Geography, History, Sports, Natural World, Pop Culture and Entertainment. The goal of the game is to eliminate each pair of trivia by matching them together and clear the grid of all data. Examples of matches are; actor with movie, musician with band, painter with painting, country with capital and country with silhouette. Players can play individual games to beat the clock or play against other players (H2H) to climb a challenge ladder.
Revenue Model. Trivia Matrix is a free to play (F2P) game. Revenue is generated by presenting advertisements periodically to players who complete games and will be generated by in app purchases (IAP) such as pay to avoid advertisements and pay to gain access to a premium account, which includes more data and more questions. In-app purchases have not yet been enabled.
Trivia Matrix is available online at www.triviamatrixapp.com , on the Apple App Store and Google Play Store.
5
RESULTS OF OPERATIONS
The following selected financial data was derived from the Company's unaudited condensed interim consolidated financial statements for the periods ended March 31, 2022 and March 31, 2021. The information set forth below should be read in conjunction with the Company's financial statements and related notes included elsewhere in this Quarterly Report.
| Three months ending | |||||||||
| Operating expense (income) | March 31, 2022 | March 31, 2021 | % Change | ||||||
| Domain content and registration | $ | 3,103 | $ | 3,072 | 1.01% | ||||
| General and administrative | 14,352 | 12,110 | 18.51% | ||||||
| Interest expense | 8,127 | 51 | 15833.33% | ||||||
| Management fees | 32,390 | 32,315 | 0.23% | ||||||
| Marketing | 47,043 | 34,459 | 36.52% | ||||||
| Professional fees | 12,832 | 7,404 | 73.31% | ||||||
| Transfer agent and regulatory | 3,671 | 1,560 | 135.32% | ||||||
| Website/App maintenance | 30,485 | 958 | 3082.15% | ||||||
| Stock based compensation | - | 95,722 | n/a | ||||||
| 152,003 | 187,651 | -19.00% | |||||||
Results of Operation
Revenue
The Company did not recognize recurring revenues during the three-month period ended March 31, 2022 or the three-month period ended March 31, 2021. With the merger of Kast having completed on April 22, 2022, the Company expects to start generating subscription revenue on the Kast watch party platform immediately and throughout the remainder of 2022 but does not expect revenue to meet the financial needs of the company in the coming 12 months.
At March 31, 2022 the Company had an accumulated deficit of $18,103,068. The Company is presently in the development stage of its business and cannot provide any assurances that it will be able to generate significant regular or recurring revenues in the near future.
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Operating Expenses
Operating expenses for the three-month period ended March 31, 2022 and the three-month period ended March 31, 2021 were $152,003 and $187,651 respectively. The majority of the difference is attributable to the Company's decision to cease the capitalization of development costs related to SPRT MTRX and Trivia Matrix which has resulted in a Website/App maintenance expense increase of nearly $30,000 in the three-month period ended March 31, 2022 versus the three-month period ended March 31, 2021 and a one-time stock based compensation charge in the quarter ended March 31, 2021 of $95,722. Accrued interest in the amount of $8,127 was made for the Convertible Notes negotiated in the quarter ended March 31, 2022.
Net Loss
The Company recorded a net loss $214,811 for the three-month period ended March 31, 2022 compared to a net gain of $587,369 for the three-month period ended March 31, 2021. The difference in the three month period ended March 31, 2022, was attributable to a decrease in the fair value loss of an equity investment of $19,942, nil of domain sales in the three-month period ended March 31, 2022 compared to $913,240 of domain sales in the three-month period ended March 31, 2021, costs in the three-month period ended March 31, 2022 related to securing financing of $48,685 and website/app maintenance costs increase of $29,527 in the three-month period ended March 31, 2022.
Liquidity and Capital Resources
At March 31, 2022 the Company had working capital of $2,706,227, an increase from the Company's working capital of $566,159 at December 31, 2021. During the three months ended March 31, 2022 the Company had negative operating cash flow. Due to the fact that the Company has incurred recurring operating losses and anticipates incurring further operating losses in the future, there is substantial doubt as to the Company's ability to continue as a going concern.
OFF-BALANCE SHEET ARRANGEMENTS
The Company has no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to shareholders.
CRITICAL ACCOUNTING POLICIES
The Company reviews individual domain names in the portfolio for potential impairment throughout the fiscal year in determining whether a particular URL should be renewed. Impairment is recognized for names that are not renewed. The Company performs a qualitative assessment of the portfolio of domain names in the fourth quarter of each year, to determine whether it is more likely than not that the fair market value of a domain name is less than its carrying amount. As part of the assessment, certain qualitative factors are considered, including macro-economic conditions, industry and market conditions, non-renewal of names, as well as other factors. If there are indications of impairment following the qualitative impairment testing, further quantitative impairment testing would be necessary. When it is determined that the fair value of a domain name is less than it's carrying amount, impairment is recognized.
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RECENT ACCOUNTING PRONOUNCEMENTS
There are no new accounting pronouncements that materially impact the Company's condensed consolidated interim financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable.
ITEM 4. CONTROLS AND PROCEDURES.
At the end of the period covered by this Quarterly Report on Form 10-Q, an evaluation was carried out under the supervision and with the participation of the Company's management, including the President and Principal Executive Officer ("PEO") and Principal Financial Officer ("PFO"), of the effectiveness of the design and operations of the Company's disclosure controls and procedures (as defined in Rule 13a - 15(e) and Rule 15d - 15(e) under the Exchange Act). Based on that evaluation, the PEO and the PFO have concluded that as of the end of the period covered by this report, the Company's disclosure controls and procedures were not effective as it was determined that there were material weaknesses affecting our disclosure controls and procedures.
Management of the Company believes that these material weaknesses are due to the small size of the Company's accounting staff. The small size of the Company's accounting staff may prevent adequate controls in the future, such as segregation of duties, due to the cost/benefit of such remediation. To mitigate the current limited resources and limited employees, we rely heavily on direct management oversight of transactions, along with the use of external legal and accounting professionals. As the Company grows, management expects to increase the number of employees, which will enable us to implement adequate segregation of duties within the internal control framework.
During the fiscal quarter ended March 31, 2022, there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
ITEM 5. OTHER INFORMATION
None.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
The Company was not involved in any material legal proceedings during the interim period ended March 31, 2022.
ITEM 1A. RISK FACTORS.
An investment in the Company's securities involves a high degree of risk. You should carefully consider the risks described below and the other information in this registration statement before investing in its common shares. If any of the following risks occur, the Company's business, operating results and financial condition could be seriously harmed. The trading price of its common shares could decline due to any of these risks, and you may lose all or part of your investment.
You should consider each of the following risk factors and the other information in this registration statement, including the Company's financial statements and the related notes, in evaluating its business and prospects. The risks and uncertainties described below are not the only ones that impact on the Company's business. Additional risks and uncertainties not presently known to the Company or that the Company currently consider immaterial may also impair its business operations. If any of the following risks do occur, its business and financial results could be harmed. In that case, the trading price of its common stock could decline.
Risks Associated with the Company's Gaming Business
Licensing. Currently, other than business and operations licenses applicable to most commercial ventures, the Company is not required to obtain any governmental approval for its business operations. There can be no assurance, however, that governmental institutions will not, in the future, impose licensing or other requirements on the Company. Additionally, as noted below, there are a variety of laws and regulations that may, directly or indirectly, have an impact on the Company's business.
Privacy Legislation and Regulations. While the Company is not currently subject to licensing requirements, entities engaged in operations over the Internet, particularly relating to the collection of user information, are subject to limitations on their ability to utilize such information under federal and state legislation and regulation. In 2000, the Gramm-Leach-Bliley Act required that the collection of identifiable information regarding users of financial services be subject to stringent disclosure and "opt-out" provisions. While this law and the regulations enacted by the Federal Trade Commission and others relates primarily to information relating to financial transactions and financial institutions, the broad definitions of those terms may make the businesses entered into by the Company and its strategic partners subject to the provisions of the Act. This, in turn, may increase the cost of doing business and make it unattractive to collect and transfer information regarding users of services. This, in turn, may reduce the revenues of the Company and its strategic partners, thus reducing potential revenues and profitability. Similarly, the Children On-line Privacy and Protection Act ("COPPA") imposes strict limitations on the ability of Internet ventures to collect information from minors. The impact of COPPA may be to increase the cost of doing business on the Internet and reducing potential revenue sources. The Company may also be impacted by the US Patriot Act, which requires certain companies to collect and provide information to United States governmental authorities. A number of state governments have also proposed or enacted privacy legislation that reflects or, in some cases, extends the limitations imposed by the Gramm-Leach-Bliley Act and COPPA. These laws may further impact the cost of doing business on the Internet and the attractiveness of Live Current's inventory of domain names.
Advertising Regulations. In response to concerns regarding "spam" (unsolicited electronic messages), "pop-up" web pages and other Internet advertising, the federal government and a number of states have adopted or proposed laws and regulations which would limit the use of unsolicited Internet advertisements. While a number of factors may prevent the effectiveness of such laws and regulations, the cumulative effect may be to limit the attractiveness of effecting and promoting sales on the Internet, thus reducing the value of the Company's advertising driven revenue model.
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There are currently few laws or regulations that specifically regulate communications or commerce on the Internet. However, laws and regulations may be adopted in the future that address issues such as user privacy, pricing and the characteristics and quality of products and services. For example, the Telecommunications Act of 1996 sought to prohibit transmitting various types of information and content over the Internet. Several telecommunications companies have petitioned the Federal Communications Commission to regulate Internet service providers and on-line service providers in a manner similar to long distance telephone carriers and to impose access fees on those companies. This could increase the cost of transmitting data over the Internet. Moreover, it may take years to determine the extent to which existing laws relating to issues such as intellectual property ownership, libel and personal privacy are applicable to the Internet. Any new laws or regulations relating to the Internet or any new interpretations of existing laws could have a negative impact on Live Current's business and add additional costs to doing business on the Internet.
Competition. The Company competes with many companies possessing greater financial resources and technical facilities than itself in the B2C (business-to-consumer) market as well as for the recruitment and retention of qualified personnel. In addition, some of these competitors have been in business for longer than Live Current and may have established more strategic partnerships and relationships than the Company.
Dependence on One or a Few Major Customers. The Company does not currently depend on any single customer for a significant proportion of its business. However, as the Company enters into strategic transactions, the Company may choose to grant exclusive rights to a small number of parties or otherwise limit its activities that could, in turn, create such dependence. The Company, however, has no current plans to do so.
Patents, Trademarks and Proprietary Rights. The Company will consider seeking trademark protection for its gaming businesses, however, the Company may be unable to avail itself of trademark protection under United States laws. Consequently, the Company will seek trademark protection only where it has determined that the cost of obtaining protection, and the scope of protection provided, results in a meaningful benefit to the Company.
Market Acceptance. SPRT MTRX and Trivia Matrix are new products in a product abundant gaming market and there is no guarantee that they will be accepted by the market. In addition to acceptance, should they be accepted, there is no guarantee that they will maintain their popularity in a notoriously fickle gaming market.
Suspension of Live, Professional Sports. SPRT MTRX relies on live, professional sports to provide game content. Without live professional sports, SPRT MTRX will be forced to change its business model. This could possibly include developing artificial intelligence induced content. There could be significant costs associated with this change and there is no guarantee that it would meet with public acceptance.
Risks Related to the Company's Securities
The Company's ability to obtain future financing will be subject to a number of factors, including the variability of the global economy, investor interest in our planned business projects, and the performance of equity markets in general. These factors may make the timing, amount, terms or conditions of additional financing unavailable to the Company. If the Company is not able to obtain financing when needed or in an amount sufficient to enable us to complete our programs, the Company may be required to scale back its business development plans.
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If additional financings equity financing will dilute existing stockholders. The most likely source of future financing presently available to the Company is through the sale of shares of its common stock. Issuing shares of common stock, for financing purposes or otherwise, will dilute the interests of existing stockholders.
The Company's stock price is volatile. The stock markets in general, and the stock prices of internet companies in particular, have experienced extreme volatility that often has been unrelated to the operating performance of any specific public company. The market price of the Company's Common Stock is likely to fluctuate in the future, especially if the Company's Common Stock is thinly traded. Factors that may have a significant impact on the market price of the Company's Common Stock include:
(a) actual or anticipated variations in the Company's results of operations;
(b) the Company's ability or inability to generate new revenues;
(c) increased competition;
(d) government regulations, including internet regulations;
(e) conditions and trends in the internet industry;
(f) proprietary rights; or
(g) rumors or allegations regarding the Company's financial disclosures or practices.
The Company's stock price may be impacted by factors that are unrelated or disproportionate to its operating performance. These market fluctuations, as well as general economic, political and market conditions, such as recessions, interest rates or international currency fluctuations may adversely affect the market price of the Company's Common Stock.
The Company does not expect to pay dividends in the foreseeable future. The Company has never paid cash dividends on its Common Stock and has no plans to do so in the foreseeable future. The Company intends to retain earnings, if any, to develop and expand its business.
"Penny Stock" rules may make buying or selling the Company's Common Stock difficult, and severely limit its market and liquidity. Trading in The Company's Common Stock is subject to certain regulations adopted by the SEC commonly known as the "penny stock" rules. The Company's Common Stock qualifies as penny stocks and are covered by Section 15(g) of the Securities Exchange Act of 1934, which imposes additional sales practice requirements on broker/dealers who sell the Common Stock in the aftermarket. The "penny stock" rules govern how broker-dealers can deal with their clients and "penny stocks". For sales of The Company's Common Stock, the broker/dealer must make a special suitability determination and receive from you a written agreement prior to making a sale to you. The additional burdens imposed upon broker-dealers by the "penny stock" rules may discourage broker-dealers from effecting transactions in The Company's Common Stock, which could severely limit their market price and liquidity of its Common Stock. This could prevent you from reselling your shares and may cause the price of the Common Stock to decline.
Lack of operating revenues. The Company has limited operating revenues and is expected to continue to do so for the foreseeable future. Management has assessed the Company's ability to continue as a going concern and the financial statements included with this registration statement includes disclosure that there is a substantial doubt as to the Company's ability to continue as a going concern. The audit report of the Company's principal independent accountants for the years ended December 31, 2021 and December 31, 2020 includes a statement regarding the uncertainty of the Company's ability to continue as a going concern. The Company's failure to achieve profitability and positive operating revenues could have a material adverse effect on its financial condition and results of operations, and could cause the Company's business to fail.
No assurance that forward-looking assessments will be realized. The Company's ability to accomplish their objectives and whether or not they are financially successful is dependent upon numerous factors, each of which could have a material effect on the results obtained. Some of these factors are in the discretion and control of management and others are beyond management's control. The assumptions and hypotheses used in preparing any forward-looking assessments contained herein are considered reasonable by management. There can be no assurance, however, that any projections or assessments contained herein or otherwise made by management will be realized or achieved at any level.
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Uncertainty due to Global Outbreak of COVID-19. In March of 2020, the World Health Organization declared an outbreak of COVID-19 a global pandemic. The COVID-19 has impacted a vast array of businesses through the restrictions put in place by most governments internationally, including the USA federal government as well as state and municipal governments, regarding travel, business operations and isolation/quarantine orders. At this time, it is unknown to what extent the impact of the COVID-19 outbreak may have on the Company as this will depend on future developments that are highly uncertain and that cannot be predicted with confidence. These uncertainties arise from the inability to predict the ultimate geographic spread of the disease, and the duration of the outbreak, including the duration of travel restrictions, business closures or disruptions, and quarantine/isolation measures that are currently, or may be put, in place world-wide to fight the virus. While the extent of the impact is unknown, the COVID-19 outbreak may hinder the Company's ability to raise financing for exploration or operating costs due to uncertain capital markets, supply chain disruptions, increased government regulations and other unanticipated factors, all of which may also negatively impact the Company's business and financial condition.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
February 2022 Convertible Note Offering
On February 15, 2022 the Company completed a private placement offering (the "February 2022 Convertible Note Offering") of Original Issue Discount Senior Convertible Promissory Notes (the "February 2022 Convertible Notes") and warrants to purchase shares of the Company's common stock (the "February 2022 Warrants") with Mercer Street Global Opportunity Fund, LLC ("Mercer") pursuant to a securities purchase agreement between the Company and Mercer (the "Mercer Securities Purchase Agreement"). Under the February 2022 Convertible Note Offering, for an aggregate purchase price of $1,500,000, the Company issued to Mercer a February 2022 Convertible Note having a face value of $1,620,000, and February 2022 Warrants to purchase a total of 3,573,529 shares of the Company's common stock. At the request of the Company, the Company and Mercer may close a second tranche of February 2022 Convertible Notes having a face value of $1,080,000 and on February 2022 Warrants to purchase up to an additional 2,382,353 shares of the Company's common stock for gross proceeds of $1,000,000. Closing of the second tranche under the February 2022 Convertible Note Offering is conditional upon completion of the Evasyst Acquisition and certain other conditions precedent.
The February 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the February 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the February 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the February 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the February 2022 Convertible Notes. The February 2022 Convertible Notes contain a number of customary events of default. Additionally, the February 2022 Convertible Notes are secured by all of the assets of the Company, including a lien on and security interest in all of the issued and outstanding equity interests of the wholly-owned subsidiaries of the Company, pursuant to a security agreement that was entered into in connection with the issuance of the February 2022 Convertible Notes.
The February 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the February 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.
In addition to the forgoing, until such time as there are no February 2022 Convertible Notes outstanding, if the Company proposes to offer and sell any securities of the Company in a subsequent financing, Mercer may elect to surrender its February 2022 Convertible Notes and February 2022 Warrants for securities of the same type offered in such subsequent financing on the same terms and conditions as that subsequent financing. Subject to certain stated exceptions, the Company is prohibited from incurring any debt, filing registration statements, entering into any variable rate transactions while the February 2022 Convertible Notes are outstanding, and until the earlier of 90 days following closing of the second tranche, or 180 days following closing of the first tranche, the Company is prohibited from issuing any shares of its common stock.
The February 2022 Convertible Notes and February 2022 Warrants may not be converted or exercised by the holder if, after give effect to such conversion or exercise, the holder would beneficially own greater than 4.99% of the Company's outstanding common stock, provided that the holder may, on not less than 61 days prior written notice to the Company, increase the limitation to 9.99% of the Company's outstanding common stock.
In connection with the Offering, the Company also entered into a registration rights agreement (the "Mercer Registration Agreement") with Mercer, pursuant to which the Company has agreed to file a registration statement (a with the Securities and Exchange Commission to register the resale of the shares of common stock issuable upon conversion of the February 2022 Convertible Notes and the February 2022 Warrants by no later than April 7, 2022, and to use commercially reasonable efforts to have such registration statement declared effective within 60 days after filing.
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The February 2022 Convertible Note Offering was completed pursuant to the exemptions from registration provided by Rule 506(b) of Regulation D of the United States Securities Act of 1933, as amended (the "Securities Act"), on the basis that Mercer is an "accredited investor" as defined in Rule 501 of Regulation D.
In connection with the February 2022 Convertible Note Offering, the Company issued 221,402 shares of the Company's common stock at a deemed cost of $0.271 per share as a brokerage fee.
Exercise of Options
On February 18, 2022, directors and contractors exercised 500,000 options for proceeds of $50,000.
March 2022 Convertible Note Offering
On March 28, 2022, the Company completed a private placement offering (the "March 2022 Convertible Note Offering") of Original Issue Discount Senior Unsecured Convertible Promissory Notes (the "March 2022 Convertible Notes") and warrants to purchase shares of the Company's common stock (the "March 2022 Warrants"). For gross proceeds of $886,000, the Company issued March 2022 Convertible Notes having an aggregate face value of $956,880 and March 2022 Warrants exercisable for a total of 2,110,765 shares of the Company's common stock.
The March 2022 Convertible Notes mature 24 months after issuance, bear interest at a rate of 4% per annum and are convertible into shares of the Company's common stock at an initial conversion price of $0.34 per share, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. The Company may prepay the March 2022 Convertible Notes (i) at any time during the first 90 days following closing at the face value of the March 2022 Convertible Notes, (ii) at any time during the period from 91 to 180 days following closing at a premium of 110% of the face value of the March 2022 Convertible Notes, and (iii) thereafter at 120% of the face value of the March 2022 Convertible Notes. The March 2022 Convertible Notes contain a number of customary events of default. The March 2022 Convertible Notes are unsecured.
The March 2022 Warrants are exercisable at an initial exercise price of $0.60 per share for a term ending on the 5 year anniversary of the date of issuance. The exercise price of the March 2022 Warrants are subject to adjustment for certain stock splits, stock combinations and dilutive share issuances.
There were no most favored nation rights or registration rights granted in respect of the March 2022 Convertible Note Offering.
The March 2022 Convertible Note Offering was completed pursuant to the exemptions from registration provided by Rule 506(b) of Regulation D and Rule 903 of the Securities Act, on the basis that each subscriber was either an "accredited investor" as defined in Rule 501 of Regulation D or was not a U.S. person as defined in Rule 902 of Regulation S.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES.
Not applicable.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS.
The following exhibits are either provided with this Quarterly Report or are incorporated herein by reference:
Notes:
(1) Filed as an exhibit to the Company's Registration Statement on Form 10, originally filed on February 1, 2018.
(2) Filed as an exhibit to the Company's Current Report on Form 8-K, filed on December 12, 2018.
(3) Filed as an exhibit to the Company's Current report on Form 8-K, filed on January 31, 2020.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| LIVE CURRENT MEDIA INC. | |||
| Date: | May 16, 2022 | By: | /s/ Mark Ollila |
| MARK OLLILA | |||
| Chief Executive Officer | |||
| (Principal Executive Officer) |
| Date: | May 16, 2022 | By: | /s/ Steve Smith |
| STEVE SMITH | |||
| Chief Financial Officer | |||
| (Principal Accounting Officer)s |
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