LiveOne, Inc.

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To the Stockholders and Board of Directors of LiveOne, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of LiveOne, Inc. and its subsidiaries (the “Company”) as of March 31, 2025 and 2024, the related consolidated statement of operations, stockholders' equity and cash flows for the years then ended, and the related notes to the consolidated financial statements (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Uncertainty

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, negative cash flows from operating activities and has a net capital deficiency. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters also are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing a separate opinion on the critical audit matters or on the accounts or disclosures to which they relate.

Goodwill Impairment Assessment - Media Group

As described in Notes 2 and 5 to the consolidated financial statements, management tests goodwill for impairment on the annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate that it might be impaired. For the annual test, management performed a quantitative goodwill impairment test for the Media Group reporting unit. To estimate the fair value of the reporting unit, management applied the income approach using discounted future cash flows and key assumptions related to revenue and gross margin projections and the discount rate. As of March 31, 2025, the Company’s goodwill balance was $21.7 million, and the goodwill associated with the Media Group reporting unit was zero after management recorded an impairment charge of $1.7 million during the fourth quarter.

We identified the impairment assessment of goodwill as a critical audit matter because of certain significant assumptions management makes in determining the estimate, including revenue and gross margin projections and the discount rate. Auditing management’s assumptions of revenue and gross margin projections and the discount rate involved a high degree of auditor judgement and increased audit effort as changes in these assumptions could have a significant impact on the fair value and potential impairment charges.

Indefinite-lived Asset Impairment Assessment - Slacker

As described in Notes 2 and 5 to the consolidated financial statements, management tests indefinite-lived assets for impairment on the annual basis in the fourth quarter, or more frequently if events or changes in circumstances indicate that it might be impaired. During the third quarter of 2025, the Company experienced a decline in revenue as a result of changes in the terms of the agreement with the Company’s largest OEM customer. Management viewed this as a triggering event and performed a quantitative analysis of the fair value of the indefinite-lived asset within the Slacker reporting unit as of December 31, 2024. During the fourth quarter of 2025, the Company experienced an additional decline in revenue as a result of additional changes in the terms of the agreement with the same customer. Management viewed this as another triggering event and performed a quantitative analysis of the fair value of the indefinite-lived asset within the Slacker reporting unit as of March 31, 2025. To estimate the fair value of the indefinite-lived asset, management applied the income approach using discounted future cash flows and key assumptions related to revenue and gross margin projections and the discount rate. As of March 31, 2025, the Company’s indefinite-lived asset balance was $0.77 million, after management recorded impairment charges of $3.8 million and $0.1 million during the third and fourth quarters, respectively.

We identified the impairment assessment of indefinite-lived assets as a critical audit matter because of certain significant assumptions management makes in determining the estimate, including revenue and gross margin projections and the discount rate. Auditing management’s assumptions of revenue and gross margin projections and the discount rate involved a high degree of auditor judgement and increased audit effort as changes in these assumptions could have a significant impact on the fair value and potential impairment charges.

Long-Lived Asset Impairment Assessment–* Slacker and Media Asset Groups*

As described in Notes 2, 4 and 5 to the consolidated financial statements, management tests property and equipment and long-lived intangible assets for potential impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable. The carrying value of an asset group is considered impaired when its carrying value exceeds its estimated undiscounted future cash flows. The amount of any impairment loss recorded is calculated as the excess of the asset group’s carrying value over its fair value. During the fourth quarter, management considered changes in the actual and forecasted financial performance of the Slacker and Media asset groups and determined that a triggering event occurred for those asset groups. Management assessed the recoverability of the Slacker and Media asset groups through the use of an undiscounted cash flow model, which involved significant judgment in a number of assumptions, including revenue and operating income projections. Management assessed the fair value of the Slacker and Media asset groups through the use of a discounted cash flow model, which involved significant judgment in a number of assumptions, including revenue and gross margin projections and the discount rate. As of March 31, 2025 the Company’s property and equipment and long-lived asset balances were $0.9 million and $1.8 million, respectively after management recorded impairment charges related to property and equipment and long-lived intangible assets of $2.8 million and $2.8 million, respectively, in the fourth quarter.

We identified the impairment assessment of long-lived assets for the Slacker and Media asset groups as a critical audit matter because of significant assumptions management makes in determining the estimate, including developing the undiscounted future cash flows attributable to those asset groups and developing the fair value estimates of the Slacker and Media asset groups for impairment and the significant assumptions related to revenue and operating income projections when developing the undiscounted future cash flows and revenue and gross margin projections and the discount rate when developing the fair value estimates. Auditing management’s assumptions of revenue and operating income and revenue and gross margin projections and the discount rate involved a high degree of auditor judgement and increased audit effort as changes in these assumptions could have a significant impact on the fair value and potential impairment charges.

/s/ Macias Gini & O’Connell LLP

We have served as the Company’s auditor since 2022.

Los Angeles, CA

July 15, 2025

PCAOB ID No. 324