Item 1.01. Entry into a Material Definitive Agreement.

Acquisition of Flooring Liquidators and related entities

On January 18, 2023, Live Ventures Incorporated, a Nevada corporation (the "Company" or "Parent"), through its wholly-owned subsidiary, Flooring Affiliated Holdings, LLC, a Delaware limited liability company ("Flooring Affiliated" or "Buyer"), acquired 100% of the issued and outstanding equity interests (the "Equity Interests") of Flooring Liquidators, Inc., a California corporation ("Flooring Liquidators"), Elite Builder Services, Inc., a California corporation ("Elite"), 7 Day Stone, Inc., a California corporation ("7D"), Floorable, LLC, a California limited liability company ("Floorable"), K2L Leasing, LLC, a California limited liability company ("K2L"), and SJ & K Equipment, Inc., a California corporation ("SJ & K" and collectively, the "Acquired Companies" and such acquisition, the "Acquisition").

The Acquisition was pursuant to a Securities Purchase Agreement (the "Purchase Agreement") with an effective date of January 18, 2023 (the "Effective Date") by and among the Company (solely for the purposes of Section 3.4 thereof), Buyer, Stephen J. Kellogg, as the Seller Representative of the equityholders of the Acquired Companies and individually in his capacity as an equityholder of the Acquired Companies ("Kellogg" or the "Seller Representative"), and the other equityholders of the Acquired Companies (collectively with Kellogg, the "Sellers"). The purchase price for the Equity Interests was $85.0 million less Estimated Indebtedness (other than Repaid Indebtedness), Estimated Selling Expenses (inclusive of $1.2 million of transaction bonuses which are deemed to be assumed liabilities for accounting purposes, such that the net purchase price for accounting purposes is $83.8 million), the RSU Value and the Retention Bonus (each as defined in the Purchase Agreement) (subject to adjustment, the "Purchase Price"). On the Effective Date, the Purchase Price was paid as follows:

•

$41.4 million in cash (the "Cash Amount") to the Seller Representative (on behalf of and for further distribution to the Sellers), calculated as follows: (A) the Purchase Price minus (B) the Holdback Amount of $2.0 million (defined in the Purchase Agreement), minus (C) the Note Amount (defined below) minus (D) the Share Amount (defined below), minus (E) Estimated Selling Expenses of $1.6 million (inclusive of $1.2 million of transaction bonuses), and minus (F) $2.0 million of additional consideration (described below) and was funded in part through cash in the Acquired Companies' bank accounts on the Effective Date;

•

$34.0 million (the "Note Amount") to certain trusts for the benefit of Kellogg and members of his family (the "Kellogg Trusts") pursuant to the issuance by Buyer of a subordinated promissory note (the "Note") in favor of the Kellogg Trusts;

•

$4.0 million to the Kellogg 2022 Family Irrevocable Nevada Trust by issuance of 116,441 shares of Parent Common Stock (as defined in the Purchase Agreement) (the "Share Amount"), calculated in the manner described in the Purchase Agreement; and

•

$2.0 million of additional consideration, comprised of $1.0 million in cash and $1.0 million in Restricted Stock Units ("RSUs) (described below in connection with the Rowe Employment Agreement).

The Purchase Agreement contains customary representations, warranties, covenants, and agreements of the Buyer, Sellers, and Kellogg, including indemnification rights in favor of the Buyer.

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On the Effective Date, Flooring Liquidators entered into an agreement for the continued employment of Kellogg as Chief Executive Officer of Flooring Liquidators (the "Kellogg Employment Agreement"), and Elite executed an agreement for the continued employment of Benjamin Rowe ("Rowe") as President of Elite (the "Rowe Employment Agreement" and together with the Kellogg Employment Agreement, the "Employment Agreements"). The Employment Agreements provide that each of Kellogg and Rowe, will be entitled to, among other items, annual base salaries of $600,000 and $300,000, respectively, eligibility for an annual performance-based bonus, and, under certain circumstances, severance benefits contingent upon the execution of a general release of claims in favor of Flooring Liquidators and Elite, as applicable, following their termination of employment. Each Employment Agreement contains confidentiality, non-competition, non-solicitation, and non-disparagement provisions. In addition, for his continued employment, Rowe is eligible for a retention bonus of $1.0 million, payable after five years and conditioned on Rowe's continued employment by Elite or another Acquired Company. In the event Rowe gives notice of termination of . . .

Item 2.01. Completion of Acquisition or Disposition of Assets.

The information included, or incorporated by reference, in Item 1.01 of this Current Report is incorporated by reference into this Item 2.01 of this Current Report.

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Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Loan and Security Agreement

On the Effective Date, Flooring Affiliated, as the initial borrower and a guarantor, Flooring Liquidators, Elite, and 7D, as borrowers (and together with Flooring Affiliated, the "Borrowers"), and SJ & K and Floorable, as guarantors (and together with Flooring Affiliated, the "Guarantors"; and together with the Borrowers, the "Loan Parties") entered into a Loan and Security Agreement ("Loan and Security Agreement") with the lenders party thereto (the "Lenders") and Eclipse Business Capital LLC, as agent for the Lenders (the "Agent"). Subject to the terms and conditions of the Loan and Security Agreement, the Lenders are providing a term loan in the amount of approximately $3.5 million (the "M&E Term Loan") and, from time to time prior to the Maturity Date (as defined therein), at the Borrower's request, will make revolving loans ("Revolving Loans") and letters of credit ("Letters of Credit") available to the Borrowers. The Loan and Security Agreement provides for a maximum amount available under the revolving loans (the "Revolving Credit Facility") of $25.0 million (the "Maximum Revolving Facility Amount"), provided that the outstanding balance of all Revolving Loans will not exceed the lesser of the (i) Maximum Revolving Facility Amount and the (ii) Borrowing Base (as defined in the Loan and Security Agreement). The Agent may, from time to time, establish and revise reserves ("Reserves") against the Borrowing Base and the Maximum Revolving Facility Amount in such amounts and of such types as Agent deems appropriate in its discretion to reflect certain specified matters.

The Borrowers are obligated under the Loan and Security Agreement to make prepayments in certain specified situations. Additionally, in the event of any voluntary prepayment or certain mandatory prepayments of the M&E Term Loan or any permanent reduction in the Maximum Revolving Facility Amount, the Borrowers are required to pay a prepayment penalty of 3.0% if the prepayment is within the first year following the closing or 1.0% if the prepayment is within the second year following the closing.

The M&E Term Loan bears interest at a rate equal to the greater of:

i)

6.0% plus the Adjusted Term SOFR (as defined in the Loan and Security Agreement), and

ii)

5.0% plus the Base Rate (generally the greatest of 1.0%, federal funds rate plus 0.5% or the Adjusted Term SOFR plus 1.0%).

Prior to April 1, 2023, all Loans made under the Revolving Credit Facility, bear interest at a rate equal to the greater of:

i)

4.5% plus the Adjusted Term SOFR, and

ii)

3.5% plus the Base Rate.

After April 1 2023, the applicable margin to Adjusted Term SOFR and the Base Rate on the Revolving Credit Facility will be adjusted on a quarterly basis based on agreed thresholds of the Borrowers' Fixed Charge Coverage Ratio and Average Excess Availability (each as defined in the Loan and Security Agreement) ranging from 3.75% to 4.50% for Loans based on Adjusted Term SOFR and 2.75% to 3.50% for Loans based on the Base Rate. Following certain specified events of default, all Loans may, at the option of Agent or the discretion of the Lenders, bear interest at a rate 2.0% higher than the otherwise applicable rate.

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The Borrowers agreed to pay customary closing and administrative fees in connection with the Loan and Security Agreement, as well as letter of credit fees and an unused line fee on the Revolving Credit Facility equal to 0.5% per annum of the amount on which the Maximum Revolving Credit Facility Amount exceeds the average daily outstanding principal balance of the Revolving Loans during the immediately preceding month.

The Borrowers agreed to certain financial covenants in connection with the Loan and Security Agreement, including: (i) not permitting excess availability under the Revolving Credit Facility at any time to be less than $750,000, unless the Loan Parties' Fixed Charge Coverage Ratio (as defined in the Loan and Security Agreement) for the twelve consecutive calendar month period then ended is greater than 1.10 to 1.00 and (ii) agreeing not to make any capital expenditures if, after giving effect to such expenditures, the aggregate cost of all capital expenditures of the Loan Parties for the fiscal year would exceed $2.0 million.

The proceeds of all Loans under the Revolving Credit Facility are to be used by the Borrowers to finance a portion of the Acquisition, to pay fees, costs and expenses incurred in connection with the Loan and Security Agreement and the Acquisition, for Borrowers' working capital and general corporate purposes and for such other purposes as specifically permitted pursuant to the terms of the Loan and Security Agreement.

The Loan and Security Agreement contains customary representations, warranties, covenants, and agreements of the Borrowers, Lenders and Guarantors.

The foregoing brief summary descriptions of certain terms and provisions of the Loan and Security Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Loan and Security Agreement, a copy of which is attached as Exhibit 10.112 to this Current Report on Form 8-K.

The Purchase Agreement, the Employment Agreements, the Restricted Stock Unit Agreement, the Note, the ICG Note, the Spriggs Note and the Spriggs Loan, and the Loan and Security Agreement (as defined below) (collectively, the "Transaction Agreements") and the descriptions above have been included to provide investors and securityholders with certain information regarding the terms of each agreement. They are not intended to provide any other factual information about the Company, Buyer, the Acquired Companies, or their respective subsidiaries, affiliates, or stockholders or the terms and conditions . . .

Item 3.02. Unregistered Sales of Equity Securities.

The information included, or incorporated by reference, in Item 1.01 of this Current Report is incorporated by reference into this Item 3.02 of this Current Report.

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As described in Item 1.01 of this Current Report, in connection with the Acquisition and as part of the Purchase Price for the Acquired Companies, the Company issued 116,441 shares of its Common Stock ("Kellogg Shares") to the Kellogg 2022 Family Irrevocable Nevada Trust.

The Kellogg Shares were issued in reliance upon the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") pursuant to Section 4(a)(2) thereof. The offer and sale of the Kellogg Shares has not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements of the Securities Act, and in each case in compliance with applicable state securities laws.

Item 8.01. Other Events.

On January 18, 2023, Live Ventures issued a press release announcing the acquisition of the Acquired Companies and the related financing transactions. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired

The Company will file financial statements as required under Regulation S-X for the Acquired Companies by amendment to this Current Report on Form 8-K.

(b) Pro Forma Financial Information

The Company will file financial statements as required under Regulation S-X for the Acquired Companies by amendment to this Current Report on Form 8-K.

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(d) Exhibits.



Exhibit
Number    Description
10.105      Securities Purchase Agreement by and among Flooring Affiliated
          Holdings, LLC, Stephen J. Kellogg, the other equityholders of the
          Acquired Companies listed on Exhibit A thereto and, solely for the
          purposes of Section 3.4 thereof, Live Ventures Incorporated, dated
          January 18, 2023.1

10.106      Employment Agreement by and between Flooring Liquidators, Inc. and
          Stephen J. Kellogg, dated January 18, 2023.

10.107      Employment Agreement by and between Elite Builder Services, Inc. and
          Benjamin Rowe, dated January 18, 2023.

10.108      Restricted Stock Unit Agreement between Live Ventures Incorporated and
          Benjamin Rowe, dated January 18, 2023.

10.109      Subordinated Promissory Note dated January 18, 2023 issued by Flooring
          Affiliated Holdings, LLC in favor of (i) the Stephen J. Kellogg
          Revocable Trust Dated April 17, 2015, (ii) the Kaitlyn Kellogg 2022
          Irrevocable Trust, (iii) the Augustus Kellogg 2022 Irrevocable Trust,
          and (iv) the Kellogg 2022 Family Irrevocable Nevada Trust.

10.110      Subordinated Promissory Note dated January 18, 2023 issued by Flooring
          Affiliated Holdings, LLC in favor of Isaac Capital Group, LLC.

10.111      Subordinated Promissory Note dated January 18, 2023 issued by Live
          Ventures Incorporated in favor of Spriggs Investments LLC.

10.112      Loan and Security Agreement by and among Flooring Affiliated Holdings,
          LLC, Flooring Liquidators, Inc., Elite Builder Services, Inc., 7 Day
          Stone, Inc., K2L Leasing, LLC, SJ & K Equipment, Inc. and Eclipse
          Business Capital LLC, dated January 18, 2023. 1

99.1        Press Release, dated January 18, 2023.

104       Cover Page Interactive Data File (embedded within the Inline XBRL
          document)

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(1) Schedules and exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted schedule or exhibit will be furnished to the Securities and Exchange Commission upon request.

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