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): ~~September~~October 27, 2022

LIVE CURRENT MEDIA INC.
(Exact name of registrant as specified in its charter)

Nevada	000-29929	88-0346310
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

10801 Thornmint Rd., Suite 200
San Diego, California, United States 92127
(Address of principal executive offices) (ZIP Code)

Registrant’s telephone number, including area code: (604) 648-0500

Not Applicable
(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 41.01 ~~CHANGES~~ENTRY ININTO ~~REGISTRANT'S~~MATERIAL ~~CERTIFYING~~DEFINITIVE ~~ACCOUNTANT~~AGREEMENT.

~~(a) Resignation~~October of2022 ~~Independent~~Securities ~~Principal~~Purchase ~~Accountant~~Agreement

On ~~September~~October 27, 2022, ~~Dale~~Live ~~Matheson~~Current ~~Carr-Hilton~~Media ~~Labonte~~Inc. ~~LLP~~(the "Company") entered into a Securities Purchase Agreement (the "~~DMCL~~Purchase Agreement"), ~~resigned~~pursuant asto which the ~~independent~~Company ~~principal~~has ~~accountants~~agreed to sell, for gross proceeds of ~~Live~~$500,000, ~~Current~~an ~~Media~~Original ~~Inc.~~Issue Discount Senior Convertible Promissory Note (the "~~Company~~Convertible Note")~~. The~~ ~~Company's~~having ~~Board~~an aggregate principal amount of ~~Directors~~$540,000 ~~approved~~and warrants (the ~~resignation~~"Warrants") to purchase up to 2,250,000 shares of ~~DMCL~~the Company's common stock (the "Warrant Shares").

~~DMCL~~The Convertible Note matures 24 months after issuance, bears interest at a rate of 4% per annum and is convertible into shares of the Company's ~~reports~~common onstock (the ~~financial~~"Conversion ~~statements~~Shares") at an initial conversion price of ~~the~~$0.18 ~~Company~~per share, subject to adjustment for ~~each~~certain ofstock splits, stock combinations and dilutive share issuances. The Company may prepay the ~~past~~Convertible ~~two~~Note ~~fiscal~~at ~~years~~any ~~did~~time ~~not~~prior to the maturity date. The Convertible Notes contain ana ~~adverse~~number ~~opinion~~of orcustomary ~~disclaimer~~events of ~~opinion~~default. Additionally, ~~nor~~the ~~were~~Convertible ~~they~~Notes ~~modified~~are orsecured ~~qualified~~by asall toof ~~uncertainty~~the assets of the Company, ~~audit~~including ~~scope~~a orlien ~~accounting~~on ~~principles~~and ~~with~~security ~~the~~interest ~~exception~~in all of athe ~~statement~~issued ~~regarding~~and outstanding equity interests of the ~~uncertainty~~wholly-owned subsidiaries of the Company's, ~~ability~~pursuant to ~~continue~~a security agreement between the Company and the lead investor under the Purchase Agreement (the "Lead Investor") dated as aof ~~going~~February ~~concern~~15, 2022 (the "Security Agreement").

~~During~~The ~~the~~Warrants ~~last~~are ~~two~~exercisable ~~fiscal~~at ~~years~~an ~~and~~initial ~~the~~exercise ~~subsequent~~price ~~interim period up to and including the date~~ of ~~DMCL's~~$0.32 ~~resignation,~~per ~~there~~share ~~have~~for ~~been~~a noterm ~~disagreements~~ending ~~between~~on the ~~Company~~5 ~~and~~year ~~DMCL~~anniversary ~~on any matter~~ of ~~accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to~~ the ~~satisfaction~~date of ~~DMCL,~~issuance. The ~~would~~exercise ~~have~~price ~~caused them to make reference to the subject matter~~ of the ~~disagreement~~Warrants inare ~~connection~~subject ~~with~~to ~~their~~adjustment ~~report~~for oncertain ~~the~~stock ~~Company's~~splits, ~~financial~~stock ~~statements~~combinations ~~for~~and ~~those~~dilutive ~~periods~~share issuances.

~~The~~In ~~Company~~addition ~~has~~to ~~provided~~the ~~DMCL~~forgoing, ~~with~~until asuch ~~copy~~time ofas ~~this~~there ~~report~~are no Convertible Notes outstanding, if the Company proposes to offer and ~~has~~sell ~~requested~~any insecurities ~~writing~~of ~~that~~the ~~DMCL~~Company ~~provide~~in a ~~letter~~subsequent ~~addressed~~financing, the Lead Investor may elect to ~~the~~surrender ~~Securities~~its Convertible Notes and ~~Exchange~~Warrants ~~Commission~~for ~~stating~~securities ~~whether~~of orthe ~~not~~same ~~they~~type ~~agree~~offered ~~with~~in such subsequent financing on the ~~above~~same ~~statements~~terms and conditions as that subsequent financing. ~~The~~Subject ~~Company~~to ~~has~~stated ~~received~~exceptions described in the ~~requested~~Purchase ~~letter~~Agreement, without the prior consent of the Lead Investor, the Company is prohibited from ~~DMCL~~incurring any debt, filing registration statements, entering into any variable rate transactions while the Convertible Notes are outstanding, and ~~has~~until ~~included~~the ~~such~~earlier ~~letter~~of as12 anmonths ~~exhibit~~after tothe ~~this~~date ~~report~~of the Purchase Agreement or the Convertible Notes are no longer outstanding.

~~(b) Appointment~~The Convertible Notes and Warrants may not be converted or exercised by the holder if, after give effect to such conversion or exercise, the holder would beneficially own greater than 4.99% of ~~New~~the ~~Independent~~Company's ~~Principal~~outstanding ~~Accounant~~common stock, provided that the holder may, on not less than 61 days prior written notice to the Company, increase the limitation to 9.99% of the Company's outstanding common stock.

OnIn ~~September~~connection ~~27,~~with ~~2022~~the Offering, the Company ~~appointed~~also ~~Weinberg~~entered &into ~~Company,~~a ~~P.A.~~registration rights agreement (~~"Weinberg~~the &“Registration Agreement”) with the Lead Investor, pursuant to which the Company" has agreed to file a registration statement (a “Registration Statement”) aswith ~~its~~the ~~new~~Securities ~~independent~~and ~~principal~~Exchange ~~accountants~~Commission (the “Commission”) to ~~audit~~register the ~~Company's~~resale ~~financial~~of ~~statements~~the Conversion Shares and the Warrant Shares by no later than January 16, 2023, and to use commercially reasonable efforts to have the Registration Statement declared effective within 60 days after filing. The Company's ~~Board~~paid to Carter, Terry and Company a cash fee of ~~Directors~~$40,000 ~~unanimously~~and ~~approved~~issued an aggregate of 72,202 shares in the ~~engagement~~common stock of ~~DMCL~~the Company as finders fees in connection with the offer and sale of the Convertible Note and the Warrants.

~~During~~The Offering was completed pursuant to the ~~last~~exemptions ~~two~~from ~~fiscal~~registration ~~years~~provided ~~and~~by Rule 506(b) of Regulation D of the ~~subsequent~~Securities ~~interim~~Act ~~period~~of ~~prior~~1933, toas ~~their~~amended ~~engagement~~(the ~~regarding~~"Securities Act"), on the ~~Company~~basis ~~did~~that the investor is an "accredited investor" as defined in Rule 501 of Regulation D. The offer and sale of the Convertible Notes, Conversion Shares, Warrants and Warrant Shares have not ~~consult~~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 ~~Weinberg~~applicable &state ~~Company~~securities ~~on:~~laws.

~~(i) the~~The ~~application~~above description of ~~accounting~~the ~~principles~~terms toand aconditions ~~specific~~of ~~completed~~the orPurchase ~~proposed~~Agreement, ~~transaction~~Convertible orNotes, ~~the~~Warrants, ~~type~~Security ofAgreement ~~audit~~and ~~opinion~~Registration ~~that~~Agreement ~~might~~does benot ~~rendered~~purport onto ~~the~~be ~~Company's financial statements~~complete, and ~~neither~~is aqualified ~~written~~in ~~report,~~its ~~nor~~entirety ~~oral~~by ~~advice,~~reference ~~was provided~~ to the ~~Company~~full ~~that~~text ~~the~~of ~~newly~~such ~~appointed~~agreements ~~accountant~~and ~~concluded~~instruments, ~~was~~copies anof ~~important~~which ~~factor~~are inattached ~~reaching~~as aexhibits ~~decision~~to asthis toCurrent ~~the~~Report ~~accounting,~~on ~~auditing~~Form or8-K ~~financial~~and ~~reporting~~is ~~issue;~~incorporated orby reference herein.

~~(ii) any~~Amendment ~~matter~~to ~~that~~February ~~was~~2022 ~~either the subject of a disagreement or a reportable event as defined and described in paragraphs (a)(1)(iv) and (a)(1)(v) of Item 304 of Regulation S-K, promulgated under the~~ Securities ~~Exchange~~Purchase ~~Act of 1934, as amended.~~Agreement

Concurrent with the entry into the Purchase Agreement and the issuance by the Company of the Convertible Note and the Warrants, the Company entered into an amendment agreement with the Lead Investor (the "Amendment Agreement") to that Securities Purchase Agreement dated February 15, 2022 (the "February 2022 Purchase Agreement") and the transaction documents thereunder (the "Transaction Documents"). Pursuant to the terms of the Amendment Agreement, the Company agreed to amend the conversion price of the convertible notes issued pursuant to the February 2022 Purchase Agreement from $0.34 per share to $0.18 per share, and the parties agreed that the Lead Investor is not obligated to fund the second tranche under the February 2022 Purchase Agreement.

The above description of the terms and conditions of the Amendment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of such agreement, copies of which are attached as exhibits to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03 in its entirety.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES.

The information set forth in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02 in its entirety.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are provided with this Current Report:

ExhibitNumber	Description of Exhibit
16.1	Letter of Dale Matheson Carr-Hilton Labonte LLP ("DMCL") (former independent principal accountants of Live Current Media Inc.)
4.1	Form of Original Issue Discount Senior Convertible Promissory Note.
4.2	Form of Common Stock Purchase Warrant.
10.1	Securities Purchase Agreement dated February 15, 2022*(1)
10.2	Registration Rights Agreement dated February 15, 2022(1)
10.3	Security Agreement dated February 15, 2022(1)
10.4	Amendment Agreement dated October 27, 2022
10.5	Securities Purchase Agreement dated October 27, 2022*
10.6	Registration Rights Agreement dated October 27, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain information in these exhibits has been omitted because it is both not material and the type of information that the registrant treats as private or confidential.

(1) Filed as an exhibit to the Company's Current Report on Form 8-K filed on February 16, 2022.

SIGNATURE

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

	LIVE CURRENT MEDIA INC.
Date: September 28, 2022
Date: November 1, 2022
	By:	/s/ ~~Steve~~David ~~Smith~~M. Jeffs
		Steve Smith
		David M. Jeffs
		Chief Financial Officer
		President

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