What changed in this filing

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Item 9A. Controls and Procedures

2025-10-14 compared with 2024-09-30 · 30 added, 28 removed, 265 unchanged (18% of the section changed)

Controls and Procedures (continued).

recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain certain disclosure controls and procedures as defined under the Securities Exchange Act of 1934.

They are designed to help ensure that material information is:

(1) gathered and communicated to our management, including our principal executive and financial officers, in a manner that allows for timely decisions regarding required disclosures;

and (2) recorded, processed, summarized, reported and filed with the SEC as required under the Securities Exchange Act of 1934 and within the time periods specified by the SEC.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of June 30, 2025.

Based on such evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of June 30, 2025.

Management’s Annual Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company and for performing an assessment of the effectiveness of internal control over financial reporting as of June 30, 2025.

For this purpose, internal control over financial reporting refers to a process designed by, or under the supervision of, the Company’s principal executive and financial officers and effected by the Company’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material adverse effect on the financial statements.

4 unchanged sentences

This Annual Report on Form 10-K does not include an attestation report of the Company’s registered public accounting firm.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting as long as we are an “emerging growth company” pursuant to the provisions of the JOBS Act.

Our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting as long as we are a smaller reporting company pursuant to the provisions of the JOBS Act.

Changes in Internal Control Over Financial Reporting

26 unchanged sentences

Knauf was appointed chief financial officer effective February 14, 2024.

He has an extensive background in omni-channel integrations of design, manufacturing, retail, and wholesale distribution, with extensive financial management experience.

Prior to joining the Company, he most recently served as the Senior Vice President of Accounting from February 2018 to 2024 for LocumTenens.com, LLC, one of the largest medical staffing companies in the United States.

He has an extensive background in omnichannel integrations of design, manufacturing, retail, and wholesale distribution, with extensive financial management experience.

Prior to joining the Company, he most recently served as the Senior Vice President of Accounting from 2018 to 2024 for LocumTenens.com, LLC, one of the largest medical staffing companies in the United States.

He has a BS in Finance from Fairfield University and an MBA from Fordham University.

10 unchanged sentences

There are no other relationships between the officers or directors of the Company.

Directors, Executive Officers and Corporate Governance.

As of the date of this report, we have not established an audit committee or any other committee of the board of directors and, therefore, the responsibilities of such committees have been conducted by our board of directors as a whole.

13 unchanged sentences

For the fiscal years ended June 30, 2025 and 2024, our directors did not receive any compensation in their capacity as a director.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires our executive officers, directors, and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial statements of beneficial ownership, reports of changes in ownership, and annual reports concerning their ownership of our common shares and other equity securities on Forms 3, 4, and 5 respectively.

Executive officers, directors, and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.

Based on a review of the copies of such forms received by us, Mr.

Knauf’s Form 3 and Form 4 was not filed on a timely basis.

He has since submitted the forms to be in compliance as of the date of this filing.

Code of Ethics

During August 2023 we adopted a code of ethics.

The code of ethics is filed as an exhibit to this Form 10-K annual report.

The code of ethics is filed as an exhibit to our Form 10-Q quarterly report for the period ending September 30, 2024.

The code applies to our officers, director, employees, and certain consultants.

7 unchanged sentences

2745 Bankers Industrial Drive, Atlanta, Georgia, 30360.

Directors, Executive Officers and Corporate Governance.

Insider Trading Policy

The Company has implemented an Insider Trading Policy applicable to its officers, directors and employees with access to material nonpublic information, as well as such persons’ family members, which prohibits such persons from conducting transactions involving the purchase or sale of the Company’s securities while in possession of material nonpublic information.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 of this Report.

A copy of the Company’s Insider Trading Policy is filed as Exhibit 19.1 to our Form 10-Q for period ended September 30, 2024.

While the granting of options and other equity awards to officers, directors and other employees is not expressly addressed in the Insider Trading Policy described above, the Company follows the same principles set forth in such Policy when granting equity awards, including options, to its officers, directors and other employees with access to material nonpublic information.

47 unchanged sentences

Knauf an annual salary of $160,000 and Mr.

Knauf received options to purchase 200,000 shares of the Company’s common stock, exercisable at $0.08 per share on the date of the agreement and an option to purchase an additional 200,000 shares of common stock exercisable at $0.08 per share six months after the date of the agreement.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

6 unchanged sentences

Except as otherwise indicated, and subject to applicable community property laws, the persons named in the table below have sole voting and investment power with respect to all shares of our securities held by them.

Applicable percentage ownership in the following table is based on 76,547,672 shares of common stock and 4,300,000 shares of Series A Convertible Preferred Stock outstanding as of September 30, 2024.

Applicable percentage ownership in the following table is based on 76,834,057 shares of common stock and 4,300,000 shares of Series A Convertible Preferred Stock outstanding as of October 14, 2025.

Beneficial ownership is determined in accordance with the rules of the SEC.

In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of common stock subject to options held by that person that are currently exercisable or exercisable within 60 days of September 30, 2024, are deemed outstanding.

Such shares, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.

36 unchanged sentences

Friedman may differ from the interests of the other shareholders.

Includes 400,000 shares of common stock underlying options exercisable at $0.08 per share.

Securities Authorized for Issuance under Equity Compensation Plans

35 unchanged sentences

Our board of directors reviews and approves audit and permissible non-audit services performed by its independent accountants, as well as the fees charged for such services.

In its review of non-audit service fees and its appointment of Assurance Dimensions (2023) and EC Barrett, LLC (2024) as our independent accountants, the Board considered whether the provision of such services is compatible with maintaining independence.

All of the services provided and fees charged by Assurance Dimensions and EC Barrett, LLC were approved by the Board.

In its review of non-audit service fees and its appointment of EC Barrett, LLC as our independent accountants, the Board considered whether the provision of such services is compatible with maintaining independence.

All of the services provided and fees charged by EC Barrett, LLC were approved by the Board.

Exhibits, Financial Statement Schedules.

(a) Financial Statements;

Financial Statements;

Our consolidated financial statements for the fiscal years ended June 30, 2025 and 2024 begin on page F-1 of this annual report.

We are not required to file any financial statement schedules.

(b) Exhibits.

Incorporated by Reference

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Consent of EC Barrett, LLC independent registered public accounting firm

Consent of Assurance Dimensions independent registered public accounting firm

Section 302 Certificate of Chief Executive Officer

13 unchanged sentences

LUVU BRANDS, INC.

September 30, 2024

October 14, 2025

Friedman, Chief Executive Officer and President

September 30, 2024

October 14, 2025

/s/ Christopher Knauf

2 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chairman of the Board of Directors, Chief Executive Officer, and President (Principal Executive Officer)

September 30, 2024

Chairman of the Board of Directors, Chief Executive Officer,

and President (Principal Executive Officer)

October 14, 2025

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures