10-Q/A - LUVU - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM 10-Q/A

(Mark One)
☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2024

	OR
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 000-53314

Luvu Brands, Inc.
(Exact name of registrant as specified in its charter)
Florida	59-3581576
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(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2745 Bankers Industrial Drive, Atlanta, GA	30360
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(Address of principal executive offices)	(Zip code)

(770) 246-6400

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	Not applicable	Not applicable

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No☒

As of May 14, 2024, there were 76,547,672 shares of common stock outstanding.

EXPLANATORY NOTE

This Amendment No. 1 on Form 10-Q amends the quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2024 (the “Form 10-Q”) as filed by Luvu Brands, Inc with the Securities and Exchange Commission on May 15, 2024, solely to correct Exhibit 10.1 which inadvertently was not filed with the Form 10-Q and the description on the exhibit list was incomplete. The Form 10-Q continues to speak as of its date, and we have not updated the disclosures contained therein to reflect any events which occurred at a date subsequent to the filing of the Form 10-Q other than as expressly indicated in this amendment.

ITEM 6. **** EXHIBITS

		Incorporated by Reference			Filed<br><br>or Furnished
No. ****	Exhibit Description	Form	Date Filed	Number	Herewith
2.1	Merger and Capitalization Agreement	8-K	10/22/09	2.1
2.2	Stock Purchase and Recapitalization Agreement	8-K/A	3/24/10	2.2
2.3	Amendment No. 1 to the Stock Purchase and Recapitalization Agreement	8-K/A	3/24/10	2.3
3.1	Amended and Restated Articles of Incorporation	SB-2	3/2/07	3(i)
3.2	Articles of Amendment to the Amended and Restated Articles of Incorporation	8-K	2/23/11	3.1
3.3	Designation of Rights and Preferences of Series A Convertible Preferred Stock	8-K	2/23/11	4.1
3.4	Articles of Amendment to the Amended and Restated Articles of Incorporation	8-K	3/3/11	3.1
3.5	Articles of Amendment to the Amended and Restated Articles of Incorporation	8-K	11/5/15	3.5
3.6	Bylaws	SB-2	3/2/07	3(ii)
10.1	Agreement between OneUp Innovations, Inc. and Christopher Knauf dated January 18, 2024, as supplemented +				Filed
31.1	Section 302 Certification by the Corporation’s Principal Executive Officer				Filed
31.2	Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer				Filed
32.1	Section 906 Certification by the Corporation’s Principal Executive Officer				Furnished**
32.2	Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer				Furnished**
101.INS	XBRL Instance Document				Filed*
101.SCH	XBRL Taxonomy Extension Schema Document				Filed*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document				Filed*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document				Filed*
101.LAB	XBRL Taxonomy Extension Labels Linkbase Document				Filed*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document				Filed*
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Indicates management contract or compensatory plan or arrangement.

* This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

* Previously filed with our Form 10-Q, originally filed with the Securities and Exchange Commission on May 15, 2024, which is amended hereby.

Copies of this report and any of the exhibits referred to above will be furnished at no cost to our stockholders who make a written request to our Corporate Secretary at Luvu Brands, Inc., 2745 Bankers Industrial Drive, Atlanta, GA 30360.

2

SIGNATURES

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 thereunto duly authorized.

		LUVU BRANDS, INC.
		(Registrant)
May 17, 2024	By:	/s/ Louis S. Friedman
(Date)		Louis S. Friedman
		President and Chief Executive Officer<br><br>(Principal Executive Officer)
3
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luvu_ex101.htm EXHIBIT 10.1

LUVU Brands, Inc.

2745 Bankers Industrial Dr

Atlanta, GA 30360

I am pleased to offer you the position of Chief Financial Officer for Luvu Brands.

Chief Financial Officer ****

Reports to: CEO

Direct reporting: Treasurer, A/R & A/P Accountants

Goals - Develop strategic plans to improve our Company’s overall financial health and shareholder value.

Responsibilities: Per the list provided.

Compensation:

·	Annual Salary: $150,000
·	After CFO position is assumed: $160,000 (fractional CFO terminated)
·	Stock options - 200,000 upon joining – 200,000 options in 6 month.
·	PTO - 14 days per year + 7 holidays – see handbook for details. PTO accrual starting 90 days of employment.
·	United Healthcare – Company sponsored plan is available the first of the month following 60 days. There is a choice of two plans that are subsidized by the Company. Aflac Insurance also offers assorted group plans at various prices – check for sign-up dates.

/s/ Louis Friedman	Date 1/18/24	/s/Christopher Knauf	Date: 1/18/24
Louis Friedman, CEO		Christopher Knauf

1

LUVU Brands, Inc.

2745 Bankers Industrial Dr

Atlanta, GA 30360

Amendment to Knauf Employment Agreement dated January 18^th^, 2024

Upon mutual agreement between the Board of Director for LUVU Brands, Inc. and Christopher Knauf, the following amendment to the Employment Agreement dated January 18, 2024 is agreed:

·	Stock options - 200,000 stock option will be granted on April 1, 2024 and an additional 200,000 will be granted on July 1,2024. No options will be granted prior to those dates.

/s/ Louis Friedman	Date: 2/14/24	/s/ Christopher Knauf	Date: 2/14/24
Louis Friedman, CEO		Christopher Knauf

2

luvu_ex311.htm EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Louis S. Friedman, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Luvu Brands, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 17, 2024

/s/ Louis S. Friedman

| Louis S. Friedman Chief Executive Officer (Principal Executive Officer) |

luvu_ex312.htm EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Christopher A. Knauf, certify that:

1.	I have reviewed this quarterly report on Form 10-Q/A of Luvu Brands, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

Date: May 17, 2024

/s/ Christopher A. Knauf

| Christopher A. Knauf Chief Financial Officer (Principal Financial and Accounting Officer) |