Live Ventures has filed a shelf registration statement to offer up to $50,000,000 of various securities, providing flexibility for future capital raising. The securities covered by the filing include common stock, preferred stock, debt securities, warrants, rights, and units. The company's common stock is listed on The Nasdaq Capital Market and trades under the symbol "LIVE."

The company may offer and sell these securities on a continuous or delayed basis. Sales can be made to or through one or more underwriters, dealers, and agents, or directly to purchasers. The specific terms of any securities to be offered and the manner of their offer will be described in a prospectus supplement.

As of May 27, 2026, the aggregate market value of outstanding common stock held by non-affiliates was approximately $8.9 million. This calculation was based on 3,071,656 shares of outstanding common stock, of which approximately 2.2 million shares were held by affiliates, and a closing sale price of $10.80 on May 27, 2026.

Pursuant to General Instruction I.B.6 of Form S-3, the company will not sell securities with a value of more than one-third of the aggregate market value of common stock held by non-affiliates in any 12-month period, as long as that aggregate market value is less than $75,000,000. If the aggregate market value held by non-affiliates equals or exceeds $75,000,000, the one-third limitation will not apply. Live Ventures stated it has not sold any securities pursuant to this instruction during the 12 calendar months prior to and including the date of the prospectus.

Securities Offered

The shelf registration covers a range of equity and debt instruments. The preferred stock or warrants may be convertible into or exercisable for shares of common stock, preferred stock, or other registered securities. Similarly, the debt securities may be convertible into or exchangeable for shares of common or preferred stock.