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): October 7, 2015

 

 

Live Ventures Incorporated

(Exact name of registrant as specified in its charter)

 

Nevada   001-33937   85-0206668

(State or other jurisdiction of

incorporation or organization)

  (Commission File Number)  

(I.R.S. Employer

Identification Number)

 

325 E. Warm Springs Road, Suite 102

Las Vegas, Nevada 89119

(Address of principal executive office, including zip code)

 

(702) 939-0231

(Registrant’s telephone number, including area code)

 

LiveDeal, Inc.

(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:

 

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)

 

 

 

 
 

 

 

Section 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

Effective October 7, 2015, the registrant (“we,” “our,” or the “Company”) changed our corporate name from LiveDeal, Inc. to Live Ventures Incorporated. The name change was effected through a parent/subsidiary short-form merger of Live Ventures Incorporated, our wholly-owned Nevada subsidiary formed solely for the purpose of the name change, with and into us. We were the surviving entity. To effectuate the merger, we filed Articles of Merger with the Secretary of State of the State of Nevada and the merger became effective on October 7, 2015. Our board of directors approved the merger, which resulted in the name change on that date. In accordance with Section 92A.180 of the Nevada Revised Statutes, stockholder approval of the merger was not required.

 

On the effective date of the merger, our name was changed to “Live Ventures Incorporated” and our Amended and Restated Articles of Incorporation (the “Articles”) were amended to reflect our new legal name. With the exception of the name change, there were no other changes to our Articles. A copy of the Articles of Merger we filed with the Secretary of State of the State of Nevada is being filed herewith as Exhibit 3.1.4.

 

The merger and resulting name change do not affect the rights of our security holders. Our securities will continue to trade on The NASDAQ Capital Market under the trading symbol “LIVE.” Effective as of October 9, 2015, our new CUSIP number is 538142 100. Following the name change, the stock certificates, which reflect our prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will be issued in due course as old stock certificates are tendered for exchange or transfer to our transfer agent.

 

Section 7 – Regulation FD

 

Item 7.01 Regulation FD Disclosure

 

On October 8, 2015, we issued a press release announcing the name change. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

 

Section 9 – Financial Statements and Exhibits

 

Item 9.01 Exhibits

 

See Exhibit Index.

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

         
    LIVE VENTURES INCORPORATED
     
Dated: October 8, 2015   By:  

/s/ Jon Isaac

        Jon Isaac, Chief Executive Officer and President

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit Index

 

 

     

Exhibit No.

 

Description

     
3.1.4   Articles of Merger, as filed with the Secretary of State of the State of Nevada (effective on October 7, 2015)
99.1   Press Release dated October 8, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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