LUVU Luvu Brands Inc (QB)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

Form 10-K/A

(Amendment No.2)

or

Commission file number: 000-53314

Registrant’s telephone number, including area code: (770) 246-6400

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

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

Common Stock, $.01 par value

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ YES    ☒ NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ YES    ☒ NO

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 twelve 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, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," “non-accelerated filer,” "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by checkmark 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. ☐

Indicated by check mark whether the registrant has filed a report on or attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

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

The aggregate market value of the voting and non-voting common equity held by non−affiliates computed by reference to the price at which the common equity was last sold, or the average of the bid and asked price of such common equity, on December 31, 2020, the last trading day of the registrant’s most recently completed second fiscal quarter, was $5,237,829.

The number of shares of Common Stock, $.01 par value, outstanding as of the close of business on September 24, 2021 was 75,037,890.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). None.

EXPLANATORY NOTE

We filed our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 on September 28, 2021 and Amendment No. 1 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 on September 28, 2021 (collectively, the “Original Filing”).  This Amendment No. 2 to our Annual Report on Form 10-K for the fiscal year ended June 30, 2021 (the “Amendment”) is being filed solely for the purpose of filing as Exhibit 23.1 hereto the Independent Auditors Consent of Liggett & Webb, P.A., our independent auditors. The Independent Auditors Consent attached hereto as Exhibit 23.1, was accidently omitted from the Original Filing. The purpose of this Amendment is to correct the inadvertent failure to include Liggett & Webb, P.A.’s consent to incorporate by reference its September 28, 2021 report into the Company’s existing Registration Statement on Form S-8 (Registration No. 333-218942).

No attempt has been made in this Amendment to otherwise modify or amend disclosures contained in the Original Filing or to modify or update for events which occurred subsequent to the Original Filing. This Amendment does not change any previously reported financial results of operations or any disclosures contained in the Original Filing.

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