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): ~~November~~January 2318, ~~2022~~2023

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.)

200 - 10801 Thornmint Rd.
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~~ N/A (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 15.0103 ~~ENTRY~~AMENDMENTS ~~INTO~~TO AARTICLES ~~MATERIAL~~OF ~~DEFINITIVE~~INCORPORATION ~~AGREEMENT~~OR BYLAWS; CHANGE IN FISCAL YEAR

Effective ~~November~~January 2318, ~~2022~~2023, Live Current Media Inc. (the "Company") ~~the~~amended ~~Company~~its ~~entered~~articles ~~into an Agreement and Plan~~ of ~~Reorganization~~incorporation (the "~~Guru Agreement~~Articles") with Guru Experience, Co. ("Guru"), Guru Acquisition Inc., the Company's wholly owned subsidiary formed for the purpose of completing the acquisition of Guru ("LIVC Sub") and certain stockholders of Guru, whereby the Company agreed to acquire all of the outstanding shares of Guru. Closing of the acquisition of Guru as set forth in the Guru Agreement was completed on November 23, 2022.by:

~~Pursuant~~(a) increasing to the ~~terms~~number of ~~the~~authorized ~~Guru~~shares ~~Agreement,~~of ~~LIVC~~common ~~Sub merged with and Guru~~stock, ~~with~~par ~~Guru~~value ~~continuing~~$0.001 ~~as the surviving corporation~~ (the "~~Guru~~Common ~~Acquisition~~Stock")~~. Upon~~ ~~completion~~from ~~of the Guru Acquisition~~500,000,000 ~~all of the outstanding~~ shares ~~in the capital stock~~ of ~~Guru~~Common ~~were~~Stock ~~cancelled~~to ~~without~~850,000,000 ~~payment of any additional consideration thereon and 100~~ shares ~~in the common stock~~ of ~~Guru~~Common ~~were~~Stock; ~~issued to the Company.~~ and

~~Concurrent with the entry into the Guru Agreement and completion of the Guru Acquisition, the Company entered into a Note Cancellation Agreement~~ (~~the "Note Cancellation Agreement"~~b) creating ~~with~~a ~~the~~class ~~holders (the "Guru Note Holders")~~ of ~~certain~~preferred ~~convertible~~stock, ~~promissory~~par ~~notes~~value of$0.001 ~~Guru~~ (the "~~Guru~~Preferred ~~Notes~~Stock") ~~having~~and anauthorizing ~~aggregate principal amount of $675,000. Pursuant to~~ the ~~terms~~issuance of ~~the~~up ~~Note Cancellation Agreement, the Company has agreed~~ to ~~issue to the Guru Note Holders an aggregate of 3~~100,000,000 shares of ~~the~~Preferred ~~Company's common stock (the "Company Shares") as satisfaction in full of the amounts owing under the Guru Notes~~Stock. Issuance of the Company Shares is conditional upon the Guru Note Holders entering into lock up agreements with the Company, pursuant to which the Guru Note Holders will agree not to sell or otherwise transfer the shares of the Company issued to them pursuant to the Note Cancellation Agreement for a period of six months following the completion of the Guru Acquisition.

The ~~above~~rights ~~description of the terms~~ and ~~conditions~~restrictions of the Guru Agreement, the Guru Acquisition and the Note Cancellation Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Guru Agreement and the Note Cancellation Agreement, copies of which are attached ~~as exhibits~~ to ~~this Current Report on Form 8-K and are incorporated by reference herein. A copy of~~ the Company's ~~news~~Common ~~release~~Stock ~~regarding~~remain ~~the Guru Acquisition is attached as an exhibit to this report~~unchanged.

~~ITEM~~The 3Preferred Stock provides the Company's board of directors (the "Board") with the discretion to establish one or more series of Preferred Stock, the number of shares constituting that series, and the rights, privileges and restrictions attached to each series so established.02 The ~~UNREGISTERED~~rights, ~~SALES~~privileges OFand ~~EQUITY~~restrictions ~~SECURITIES~~attached to any series of Preferred Stock established by our Board may be greater than those available to holders of the Company's Common Stock.

InThe ~~connection~~above ~~with~~described ~~the~~amendments ~~completion~~to of the ~~Guru~~Company's ~~Acquisition,~~Articles ~~Live~~were ~~Current~~approved ~~Media~~by ~~Inc.~~written ~~(the~~consent ~~"Company")~~provided ~~agreed~~by toholders ~~issue an aggregate~~ of ~~3,000,000~~51% ~~shares~~ of the Company's ~~common~~outstanding ~~stock~~shares ~~(the~~of ~~"Company~~Common ~~Shares"). The~~Stock ~~Company~~as ~~Shares~~of ~~will~~the berecord ~~issue~~date inestablished ~~consideration~~ for ~~the~~such ~~cancellation~~purpose of ~~certain~~December ~~convertible promissory notes issued by Guru Experience~~22, ~~Co.~~2022 (the "~~Guru~~Record Date") ~~having aggregate principal amounts totaling $675,000~~.

The ~~Company~~above ~~Shares~~description ~~were~~of ~~issued in reliance upon~~ the ~~exemption~~amendments ~~from~~to the ~~registration~~Company's ~~requirements~~Articles ofdoes ~~the~~not ~~Securities~~purport ~~Act~~to ofbe ~~1933~~complete, asand ~~amended~~is ~~(the~~qualified ~~"Securities~~in ~~Act")~~its ~~provided~~entirety by ~~Rule~~reference ~~506~~to ~~of Regulation D under~~ the ~~Securities~~full ~~Act~~text onof the ~~basis~~Certificate of ~~representations~~Amendment ~~provided~~filed by ~~each of~~ the ~~Guru~~Company ~~Note~~with ~~Holders~~the ~~that~~Nevada ~~they~~Secretary ~~are accredited investors as that term is defined in Rule 502~~ of ~~Regulation~~State, Da ~~under~~copy ~~the Securities Act. The offer and sale~~ of ~~the~~which ~~Company~~is ~~Shares~~attached ~~has~~as ~~not been registered under the Securities Act and may not be offered or sold in the United States in the absence of~~ an ~~effective~~exhibit ~~registration~~to ~~statement~~this orCurrent ~~exemption~~Report ~~from~~on ~~the~~Form ~~registration~~8-K ~~requirements of the Securities Act,~~ and inincorporated ~~each~~by ~~case~~reference ~~in compliance with applicable state securities laws~~herein.

ITEM 75.0107 ~~REGULATION~~SUBMISSION FDOF ~~DISCLOSURE~~MATTERS TO A VOTE OF SECURITY HOLDERS

OnThe ~~November~~information ~~24,~~set ~~2022,~~forth ~~the~~in ~~Company~~Item ~~issued~~5.03 aof ~~press~~this ~~release~~Current ~~announcing~~Report ~~the~~on ~~purchase~~Form of8-K ~~Guru~~is ~~Experience~~incorporated Coby reference into this Item 5.07 in its entirety.

AAs ~~copy~~described of the ~~press~~Company's ~~release~~Consent isSolicitation ~~furnished~~Statement asfiled ~~Exhibit~~with ~~99.1~~the ~~hereto~~Securities and ~~shall~~Exchange ~~not~~Commission beon ~~deemed~~January ~~"filed"~~4, ~~for~~2023, ~~the~~holders ~~purposes~~ of ~~Section~~record 18 of the ~~Securities~~Company's ~~Exchange~~Common ~~Act~~Stock as of ~~1934,~~the asRecord ~~amended~~Date ~~(the~~were ~~"Exchange~~requested ~~Act"),~~to orrequested ~~otherwise~~to ~~subject~~provide their written consent to amend the ~~liabilities~~Company's ofArticles ~~that~~as ~~section,~~described ~~nor~~in ~~shall~~Section it5.03 beof ~~deemed~~this ~~incorporated~~report. Stockholders byholding ~~reference~~a intotal ~~any~~of ~~filing~~82,438,709 ~~under~~shares ~~the~~of ~~Exchange~~Common ~~Act~~Stock oras of the ~~Securities~~Record ~~Act,~~Date ~~except~~provided aswritten ~~shall~~consents bein ~~expressly~~respect ~~set~~of ~~forth~~the byproposed ~~specific~~amendments ~~reference~~to inthe ~~such~~Company's aArticles ~~filing.~~as follows:

	Shares	%*
Written consents submitted FOR the amendments	82,175,899	51%
Written consents submitted AGAINST the amendments	262,810	<1%
Written consents submitted ABSTAINING	0	n/a
* Based on 160,631,229 shares of Common Stock outstanding as of the Record Date.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

The following exhibits are provided with this Current Report:

ExhibitNumber	Description of Exhibit
Exhibit Number	Description of Exhibit
10.1	Agreement and Plan of Reorganization dated November 23, 2022 between and among Guru Experience, Co. ("Guru"), Live Current Media, Inc., Guru Acquisition Inc. and certain stockholders of Guru.*
4.1	Certificate of Amendment to Articles - Increase in Authorized Capital to 850,000,000 shares of common stock, par value $0.001 and 100,000,000 shares of preferred stock, par value $0.001
10.2	Note Cancellation Agreement dated November 23, 2022 between and among Guru Experience, Co. ("Guru"), Live Current Media, Inc. and certain note holders of Guru.
99.1	News Release dated November 24, 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Portions of this exhibit have been omitted because it is both not material and of the type the registrant treats as private or confidential.

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: January 4, 2023	By:	/s/ Steve Smith
Date: February 10, 2023
		Steve Smith
	By:	/s/ Mark Ollila
		Chief Financial Officer
		Mark OllilaChief Executive Officer

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