Luvu Brands, Inc 10-Q/A, filed May 17, 2024
Luvu Brands, Inc. (LUVU)
About this 10-Q/A
Luvu Brands, Inc filed this 10-Q/A on May 17, 2024, covering the quarter ended March 31, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
FORM
(Mark One) | |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
FOR THE QUARTERLY PERIOD ENDED
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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
(Exact name of registrant as specified in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
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| Name of each exchange on which registered |
None |
| Not applicable |
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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.
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).
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 | ☐ |
☒ | Smaller reporting company | ||
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| 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
As of May 14, 2024, there were
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
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| Exhibit Description |
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| Number |
| Herewith |
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| 8-K |
| 10/22/09 |
| 2.1 |
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| 8-K/A |
| 3/24/10 |
| 2.2 |
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| Amendment No. 1 to the Stock Purchase and Recapitalization Agreement |
| 8-K/A |
| 3/24/10 |
| 2.3 |
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| SB-2 |
| 3/2/07 |
| 3(i) |
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| Articles of Amendment to the Amended and Restated Articles of Incorporation |
| 8-K |
| 2/23/11 |
| 3.1 |
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| Designation of Rights and Preferences of Series A Convertible Preferred Stock |
| 8-K |
| 2/23/11 |
| 4.1 |
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| Articles of Amendment to the Amended and Restated Articles of Incorporation |
| 8-K |
| 3/3/11 |
| 3.1 |
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| Articles of Amendment to the Amended and Restated Articles of Incorporation |
| 8-K |
| 11/5/15 |
| 3.5 |
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| SB-2 |
| 3/2/07 |
| 3(ii) |
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| Section 302 Certification by the Corporation’s Principal Executive Officer |
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| Section 302 Certification by the Corporation’s Principal Financial and Accounting Officer |
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32.1 |
| Section 906 Certification by the Corporation’s Principal Executive Officer |
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| Furnished** |
32.2 |
| Section 906 Certification by the Corporation’s Principal Financial and Accounting Officer |
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| Furnished** |
101.INS |
| XBRL Instance Document |
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| Filed* |
101.SCH |
| XBRL Taxonomy Extension Schema Document |
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| Filed* |
101.CAL |
| XBRL Taxonomy Extension Calculation Linkbase Document |
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101.DEF |
| XBRL Taxonomy Extension Definition Linkbase Document |
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101.LAB |
| XBRL Taxonomy Extension Labels Linkbase Document |
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101.PRE |
| XBRL Taxonomy Extension Presentation Linkbase Document |
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104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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+ 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.
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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.
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| LUVU BRANDS, INC. |
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| (Registrant) |
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May 17, 2024 | By: | /s/ Louis S. Friedman |
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(Date) |
| Louis S. Friedman |
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| President and Chief Executive Officer (Principal Executive Officer) |
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3 |
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:
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| · | Annual Salary: $150,000 |
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| · | After CFO position is assumed: $160,000 (fractional CFO terminated) |
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| · | Stock options - 200,000 upon joining – 200,000 options in 6 month. |
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| · | PTO - 14 days per year + 7 holidays – see handbook for details. PTO accrual starting 90 days of employment. |
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| · | 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 18th, 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:
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| · | 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 |
EXHIBIT 31.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
I, Louis S. Friedman, certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q/A of Luvu Brands, Inc.; |
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| 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 |
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| Louis S. Friedman Chief Executive Officer (Principal Executive Officer) |
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EXHIBIT 31.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
I, Christopher A. Knauf, certify that:
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| 1. | I have reviewed this quarterly report on Form 10-Q/A of Luvu Brands, Inc.; |
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| 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 |
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| Christopher A. Knauf Chief Financial Officer (Principal Financial and Accounting Officer) |
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