UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 5, 2015
| Luvu Brands, Inc. |
| (Exact name of registrant as specified in its charter) |
| Florida | 000-53314 | 59-3581576 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 2745 Bankers Industrial Drive, Atlanta, Georgia | 30360 |
| (Address of principal executive offices) | (Zip Code) |
| Registrant's telephone number, including area code | (770) 246-6400 |
| Liberator, Inc. |
| (Former name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
The registrant has filed Articles of Amendment to its Articles of Incorporation changing the company’s name from “Liberator, Inc.” to “Luvu Brands, Inc.” The name change is effective on November 5, 2015. The amendment was approved by our Board of Directors and majority shareholders as described more fully in our Information Statement on Schedule 14C as filed with the Securities and Exchange Commission on October 9, 2015. The symbol for our common stock on the OTC Markets will remain “LUVU”. The name change resulted in a change in the CUSIP number for our common stock to 55066U 108.
Item 7.01 Regulation FD Disclosure
On November 5, 2015 the registrant announced that it completed its name change. A copy of the press release is attached as an exhibit to this Current Report on Form 8-K.
In compliance with Regulation FD, the Company is releasing information that the Company intends on providing to its shareholders. The information is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished pursuant to Item 7.01 and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of the registrant under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 3.5 | Articles of Amendment effective November 5, 2015 | |
| 99.1 | Press release dated November 5, 2015 |
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 hereunto duly authorized.
|
LUVU BRANDS, INC.
| ||
| Date: November 5, 2015 | By: | /s/ Ronald P. Scott |
|
Ronald P. Scott Chief Financial Officer | ||
EXHIBIT 3.5
ARTICLES OF AMENDMENT TO
AMENDED AND RESTATED ARTICLES OF INCORPORATION OF
Liberator, Inc.
Pursuant to Section 607.1006 of the Florida Business Corporation Act of the State of Florida (the “FBCA”), the undersigned Chief Financial Officer of Liberator, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the laws of the State of Florida and bearing Document Number P99000018914, does hereby certify:
FIRST: The Board of Directors approved the following amendment to the Corporation’s Articles of Incorporation by a unanimous written consent on August 31, 2015 pursuant to Section 607.0821 of the FBCA, and recommended that the Corporation’s shareholders approve such amendment.
SECOND: The holders of a majority of the Corporation’s issued and outstanding common stock and Series A Convertible Preferred Stock, representing its sole class of voting securities, approved the following amendment to the Corporation’s Articles of Incorporation by written consent on August 31, 2015 pursuant to Section 607.0704 of the FBCA. The number of votes cast by the majority shareholder was sufficient for approval.
THIRD: Article I of the Corporation's Articles of Incorporation is hereby deleted in its entirety and replaced with the following:
ARTICLE I
NAME
The name of the Corporation is Luvu Brands, Inc.
FOURTH: The effective date of these Articles of Amendment shall be November 5, 2015.
IN WITNESS WHEREOF, the undersigned duly authorized officer has executed these Articles of Amendment as of October 14, 2015.
Liberator, Inc.
By: /s/ Ronald P. Scott
Ronald P. Scott, Chief Financial Officer
Liberator, Inc. Completes Corporate Name Change to Luvu Brands, Inc.
Atlanta, Georgia, Nov. 5, 2015 - Liberator Inc., (OTCQB: LUVU), a manufacturer and marketer of intimate wellness and lifestyle products, announced that it has changed its name to Luvu Brands, Inc., effective today. The name change is part of the Company’s re-branding initiative to expand into new markets and diversify its product offerings.
“We are very excited to officially launch our new corporate identity with a name that conveys the passion and spirit embodied within all of our products,” said Louis Friedman, CEO and Founder of Luvu Brands. “Our heritage of innovation, combined with our diversified business model, allows us to develop a powerful market position and deliver our products to a wider scope of consumers.”
Although the name has changed, the company’s mission to offer an unmatched combination of inspired designs and unparalleled value will remain at the forefront. All of company’s products are designed for both fashion and comfort and are tailored to offer the ultimate experience in relaxation and lounging.
According to Friedman, “This is an important milestone for our company. Luvu Brands is a reflection of the company’s philosophy and strategy, and it is important for our name to be associated with producing amazing products people will love. I believe that our success is anchored by the American consumer's insistence on quality, service, and integrity. ”
The company will continue to conduct business at its corporate headquarters in Atlanta, and the stock symbol will remain as LUVU.
About Luvu Brands
Luvu Brands, Inc. manufactures and markets an array of imaginative home furnishings and lifestyle products which encompass fashionable indoor and outdoor furniture and casual seating, sexual wellness accessories, and self-care solutions. In addition to their ever expanding product lines, Luvu Brands offers high-end, private label contract services to schools and institutions.
The Company is headquartered in Atlanta, Georgia in a 140,000 square foot vertically-integrated manufacturing facility that employs over 150 people. Bringing manufacturing back to the USA, sustainable manufacturing practices, and decreasing the overall impact on the environment are core to the Company’s operating principles.
Luvu Brands, Inc. promotes its products through a variety of consumer channels that include mass-market retailers and websites, wholesalers, and distributors in the United States and globally. The Company’s owned brands are Liberator, Jaxx Living, and Avana Comfort. For more information about Luvu Brands, please visit luvubrands.com.
Company Contact:
Luvu Brands, Inc.
Ronald Scott
Chief Financial Officer
770-246-6426
ron@LuvuBrands.com