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

Item 1.01

The information set forth in Item 5.02 below is incorporated
herein by reference.

(c)On May 9, 2017, Loton, Corp (the Company) appointed Douglas
Schaer to serve as the Chief Operating Officer of the Company,
effective as of May 3, 2017.

Mr. Schaer, age 44 Prior to being appointed as the Companys Chief
Operating Officer, Mr. Schaer was involved with the Company in an
advisory capacity since January 2016, providing strategic
guidance and introductions, and in the process crafting and
managing effective marketing and operational solutions. An
experienced entrepreneur and business strategist, Mr. Schaer
specializes in franchise asset development and foundation
building in the entertainment and sports genres. From July 2011
to April 2017, Mr. Schaer served as Chief Operating Officer for
Hero Ventures, an innovative live entertainment production and
touring company. He continues to serve on its board of directors.
Prior to launching Hero Ventures, Mr. Schaer co-founded Silent
Partner Media, a boutique, creative marketing and consulting firm
with a distinctive entertainment, sports and music industry
client list, after a long stint as a certified player agent by
the Major League Baseball Players Association (since 1998), where
he was regarded for his expertise in the niche area of Baseball
Salary Arbitration preparation and litigation. Mr. Schaer earned
a Bachelor of Arts degree in Government from Wesleyan University,
and holds a Juris Doctor degree from the University of Southern
California Gould School of Law and was admitted to the California
Bar.

There is no arrangement or understanding between Mr. Schaer and
any other persons to which Mr. Schaer was appointed to his
position.There are no family relationships between Mr. Schaer and
any of the Companys officers or directors.Prior to being
appointed as the Companys Chief Operating Officer, Mr. Schaer
entered into a consulting agreement with the Company to which he
received 100,000 shares of the Companys common stock as payment
for certain consulting services provided to the Company under
such agreement. Other than as described herein, there are no
other transactions to which the Company or any of its
subsidiaries is a party in which Mr. Schaer has a material
interest subject to disclosure under Item 404(a) of Regulation
S-K.

Employment Agreement

In connection with Mr. Schaers appointment, the Company entered
into an Employment Agreement (the Employment Agreement) with Mr.
Schaer, dated as of May 3, 2017 (the Effective Date), for a term
of two years at an annual salary of $180,000, which shall
increase to $240,000 upon the closing of an underwritten public
offering of the Companys common stock (the Offering). Mr. Schaer
also received 400,000 shares of the Companys common stock (the
Shares), with 50% of the Shares vesting 12 months from the
Effective Date and remaining shares vesting monthly thereafter.
Mr. Schaer is also eligible, at the discretion of the Companys
board of directors (the Board), to receive an annual performance
bonus. If Mr. Schaers employment is terminated without Cause (as
defined in his employment agreement) or he resigns for Good
Reason (as defined in his employment agreement, subject to a
30-day cure period), Mr. Schaer (x) would be entitled to receive
(i) 50% percent of his annual base salary then in effect for the
remainder of the term of his employment up to a maximum of six
months salary, however, if such termination occurs in the last
six months of the term of his employment, then Mr. Schaer will
receive three months of his annual base salary then in effect or
the salary for the remainder of the term of his employment,
whichever is less, (ii) his unpaid base salary then in effect up
to the date of termination, (iii) his accrued benefits in
accordance with the Companys applicable policies, (iv) any bonus
granted by the Board but unpaid in respect of the applicable
Company fiscal year, and (v) approved but unreimbursed expenses
incurred through the date of his termination (the amounts listed
in (ii) through (v) are referred to as Accrued Amounts), and (y)
shall forfeit such amount of the Shares calculated as provided in
his employment agreement. The number of Shares that are not
forfeited shall continue to vest. If such termination occurs
after the first anniversary of Mr. Schaers employment, none of
the Shares shall be forfeited.

If the Offering does not close on or before August 31, 2017, the
Company shall have the right to reduce or suspend Mr. Schaers
base salary, effective on or after August 31, 2017 and up to the
date the Offering closes, if at all. If Mr. Schaers employment is
then terminated due to the Companys failure to restore his base
salary after due notice by Mr. Schaer, Mr. Schaer shall receive
all Accrued Amounts and no other payments. In addition, Mr.
Schaer shall then forfeit 50% of the portion of the Shares that
are applicable to the period of his employment term after the
termination date calculated as provided in his employment
agreement. The Shares that are not forfeited shall continue to
vest. If Mr. Schaers employment is terminated for Cause, then he
will not be entitled to receive any termination benefits and all
Shares shall be forfeited (whether or not vested), and he shall
only be entitled to the compensation and benefits which shall
have accrued as of the date of such termination. Mr. Schaers
employment agreement contains covenants for the Companys benefit
relating to non-competition and non-solicitation during the term
of his employment and protection of the Companys confidential
information.

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.