LOTON, CORP (OTCMKTS:LIVX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01

On May 1, 2017, Loton, Corp, a Nevada corporation (the Company),
entered into an employment agreement (the Employment Agreement)
with Jerome Gold, an Executive Vice President and the Chief
Financial Officer of the Company and LiveXLive, Corp., a Delaware
corporation and the Companys wholly owned subsidiary, which
agreement was effective as of April12, 2017 (the Effective Date).

The term of the Employment Agreement is for two years from the
Effective Date (the Term) and provides that Mr.Gold will receive
an annual salary of $120,000. Mr.Gold also received 300,000
shares of the Companys common stock (the Shares), which shall
vest monthly over the Term in 24 equal increments. Mr. Gold
further agreed not to transfer or otherwise dispose of the Shares
until the end of the latter of (i) the one-year anniversary of
the date on which the Companys public offering of its common
stock is consummated, if at all, or (ii) September 30, 2018. Mr.
Gold shall also receive a cash bonus of $100,000 promptly
following the date on which such public offering is consummated.

Mr.Golds employment may be terminated by the Company for Cause
(as defined in the Employment Agreement). If Mr.Golds employment
is terminated by the Company for Cause, the Company will pay
Mr.Gold his compensation only through the last day of his
employment, all of the Shares shall be forfeited, and, except as
may otherwise be expressly provided in any Company benefit plan,
the Company will have no further contractual obligation to
Mr.Gold. In the event that Mr.Golds employment is terminated by
the Company without Cause or by Mr.Gold for Good Reason (as
defined in the Employment Agreement, subject to the Companys
right to cure), he will be entitled to termination benefits, to
which the Company will (i)continue to pay Mr.Gold his base salary
through the remainder of the Term and (ii)any unvested Shares
shall immediately vest upon such termination. If Mr. Gold
terminates his employment without Good Reason, he will be
entitled to receive his base salary due, and the portion of the
Shares that shall vest, only through the date of termination.
Except as may otherwise be expressly provided in any Company
benefit plan, the Company will have no further obligation to
Mr.Gold. The Employment Agreement contains covenants for the
benefit of the Company relating to non-competition during the
Term and protection of the Companys confidential information,
customary representations and warranties and indemnification
obligations.

Promptly following the date on which the Companys underwritten
public offering of its common stock closes, the Company agreed to
negotiate a new employment agreement with Mr. Gold on the terms
and conditions reasonably consistent with the terms and
conditions prevailing in the market for similar positions and
similar industries and for similar sized companies, as determined
by the Companys Executive Chairman, the compensation committee of
its board of directors and in consultation with the Companys
compensation consultants, and such agreement will be effective on
the date as agreed upon the parties.

The foregoing description of the Employment Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of such agreement, which is filed as
Exhibit 10.1 to this Current Report on Form 8-K (this Current
Report) and is incorporated herein by reference.

*Filed herewith.

About LOTON, CORP (OTCMKTS:LIVX)

Loton, Corp. is a holding company. The Company is engaged in the live and digital music space content, including live music events, through LiveXLive, Corp., which is a subsidiary of the Company. It provides three dimensional (3D) rendering, animation and architectural visualization services using computer technology to produce photo realistic 3D rendering, walk-through animation and 360-degree panorama. The LiveXLive network focuses on providing compelling and curated content that showcases the entire spectrum of music to include music inspired fashion, food, and lifestyle content and showcase interviews, backstage access and both fan and artist perspectives. It intends to provide various categories of music, including rock, pop, indie, electronic dance music (EDM), country and feature festival headliners, as well as artists performing at clubs and venues across the world. KOKO (Camden) Holdings (US), Inc. and KOKO (Camden) UK Limited are also the subsidiaries of the Company.

LOTON, CORP (OTCMKTS:LIVX) Recent Trading Information

LOTON, CORP (OTCMKTS:LIVX) closed its last trading session 00.00 at 20.00 with 100 shares trading hands.