Luvu Brands, Inc. 10-Q/A

luvu_10qa.htm 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 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 2745 Bankers Industrial Drive , Atlanta , GA 30360 (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 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 (Principal Executive Officer) 3