{"url_path":"/sec/lvo/10-k/2026/item-9a","section_key":"item-9a","section_title":"Item 9A Controls and Procedures**","topic":"sec","document":{"doc_type":"10-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1491419/0001437749-26-021987-index.html","accession_number":"0001437749-26-021987","cik":"0001491419","ticker":"LVO","issuer_name":"LiveOne, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1491419/0001437749-26-021987-index.html","primary_entity_key":"0001491419","primary_entity_name":"LiveOne, Inc."},"word_count":1241,"has_tables":true,"body_markdown":"**Item 9A. Controls and Procedures**\n\n \n\n**Evaluation of Disclosure Controls and Procedures** \n\n \n\nAs of March 31, 2026, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (“CEO”) and Interim Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures. Based upon that evaluation, our CEO and CFO have concluded that our disclosure controls and procedures were not effective as of March 31, 2026 as described in Management’s Annual Report on Internal Control Over Financial Reporting below.\n\n \n\n**Limitations of Disclosure Controls and Procedures**\n\n \n\nIt should be noted that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment and makes assumptions about the likelihood of future events. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. Management believes that the financial statements included in this Annual Report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.\n\n \n\n**Management**’**s Annual Report on Internal Control Over Financial Reporting**\n\n \n\nOur management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934, as amended, as a process designed by, or under the supervision of, our principal executive and principal financial officers and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of our Company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.\n\n \n\nBecause of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of the effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.\n\n \n\nOur management, with the participation of our CEO and CFO, assessed the effectiveness of our internal control over financial reporting as of March 31, 2026, the end of our fiscal year. Our management based its assessment on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Our management’s assessment included evaluation and testing of the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.\n\n \n\nBased on our management’s assessment, our management has concluded that our internal control over financial reporting was not effective as of March 31, 2026. Our management communicated the results of its assessment to the Audit Committee of our Board of Directors.\n\n \n\n***Material Weaknesses in Internal Control over Financial Reporting***\n\n \n\nA material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.\n\n \n\nDuring the preparation of our Annual Report on Form 10-K for the fiscal years ended March 31, 2026, management identified the following material weaknesses in internal control over financial reporting:\n\n \n\n \n\n●\n\nManagement identified a material weakness in internal control over financial reporting relating to not maintaining appropriately designed entity-level controls impacting the control environment, risk assessment procedures and monitoring activities to prevent or detect material misstatements to the consolidated financial statements. The deficiencies were attributed to: (i) inadequate oversight and accountability over the performance of controls, (ii) ineffective identification and assessment of risks impacting internal control over financial reporting, and (iii) ineffective evaluation and determination as to whether the components of internal control were present and functioning.\n\n \n\nRelated to the findings above, management concluded that during the year ended March 31, 2026, the Company did not maintain appropriately designed entity-level controls impacting the control environment or monitoring controls to prevent or detect material misstatements to the consolidated financial statements. This material weakness has not been remediated as of March 31, 2026.\n\n \n\n**Remediation of Material Weaknesses in Internal Control Over Financial Reporting**\n\n \n\nIn order to remediate the material weaknesses, management took and is continuing to take remediation actions including:\n\n \n\n \n\ni.\n\ncontinued engagement since March 2026 with an outside firm to assist the Company with its remediation actions;\n\n \n\n \n\nii.\n\ndevelopment of a more robust plan and risk assessment process around the proper design, testing and assessment of operating effectiveness of internal controls over financial reporting which has been an ongoing process since March 2026;\n\n \n\n \n\niii.\n\nhiring and training staff on proper accounting for documentation and compliance with internal controls. Management is in the process of hiring additional staff to oversee the implementation and testing of these remediation actions; and\n\n \n\n \n\niv.\n\nimplementation of enhanced procedures for the evaluation and review of non-routine revenue transactions. \n\n \n\nTo further remediate the existing material weakness identified herein, the management team, including the Chief Executive Officer and Interim Chief Financial Officer, have reaffirmed and re-emphasized the importance of internal controls, control consciousness and a strong control environment. We are committed to maintaining a strong control environment and believe that these remediation efforts represent continued improvement in our control environment.\n\n \n\n95\n\n[Table of Contents](#toc)\n\n \n\n**Attestation Report of the Independent Registered Public Accounting Firm**\n\n \n\nThis Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Because we are a smaller reporting company and a non-accelerated filer, our independent registered public accounting firm is not required to attest to or issue a report on the effectiveness of our internal control over financial reporting.\n\n \n\n**Changes in Internal Control over Financial Reporting**\n\n \n\nDuring the fourth quarter of the fiscal year ended March 31, 2026, we continued the processes of evaluating the design and operating effectiveness of controls in place around new transaction cycles and will implement any remediations if necessary. Other than this, there have been no changes in our internal control over financial reporting, during the fourth quarter of the fiscal year ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.\n\n \n\n**CEO and CFO Certifications**\n\n \n\nExhibits 31.1 and 31.2 to this Annual Report are the Certifications of our CEO and CFO, respectively. These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 9A. of this Annual Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented."}