LIVEXLIVE MEDIA, INC. : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits (form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

On January 11, 2021, Timothy Spengler notified LiveXLive Media, Inc. (the "Company") that he was retiring from service on the Company's board of directors (the "Board"), effective immediately. Mr. Spengler previously served as a director of the Company since September 2017. At the time of his resignation, Mr. Spengler served on the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee of the Board.

Mr. Spengler's resignation is not a result of any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The Company anticipates that one or more existing independent members of the Board will be appointed to the Nominating and Corporate Governance Committee to fill the vacancy created by Mr. Spengler's resignation.

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

          Year.

The Board approved Amendment No. 1 ("Amendment No. 1") to the Company's Bylaws (the "Bylaws"), which was adopted effective as of January 11, 2021. Pursuant to Amendment No. 1, Section 3.11 of the Bylaws was amended and restated to conform the Bylaws to the requirements of General Corporation Law of the State of Delaware to state that subject to the rights of the holders of the shares of any series of the Company's preferred stock, any individual director of the Company may be removed from office, with or without cause, at any time by the affirmative vote of holders of shares of the Company's capital stock issued and outstanding entitled to vote at an election of directors representing at least the majority of the votes entitled to be cast thereon. The preceding summary is qualified in its entirety by reference to Amendment No. 1, filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Exhibits:



Exhibit No.   Description
   3.1*         Amendment No. 1 to the Bylaws of the Company.




* Filed herewith.



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