UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): January 20, 2017
Luvu Brands, Inc.
(Exact name of registrant as specified in Charter)
| Florida | 000-53314 | 59-3581576 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
2745 Bankers Industrial Drive
Atlanta, GA 30360
(Address of Principal Executive Offices)
(770) 246-6400
(Registrant’s telephone number, including area code)
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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition.
On January 20, 2017, Luvu Brands, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference, to disclose preliminary net sales results for the three and six months ended December 31, 2016.
A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. The information in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 8.01 Other Events.
As set forth above, the Company issued a press release on January 20, 2017. The press release also announced that the Company will no longer distribute products purchased from Tenga Japan (“TENGA Co., Ltd.”).
The information in this Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Report shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| ExhibitNo. | Description | |
| 99.1 | Press release of Luvu Brands, Inc. dated January 20, 2017. |
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. (Registrant) | ||
| Date: January 20, 2017 | By: | /s/ Ronald P. Scott |
|
Ronald P. Scott Chief Financial Officer | ||
EXHIBIT 99.1
Luvu Brands Announces Preliminary Q2 Fiscal 2017 Results
Atlanta, Georgia, January 20, 2017 – Luvu Brands, Inc., (OTCQB: LUVU), a manufacturer and marketer of premium consumer brands in the categories of sexual wellness, comfort top-of-bed accessories and lifestyle fashion furniture, today announced preliminary, unaudited, net sales for the three and six months ended December 31, 2016.
These preliminary net sales results represent the most current information available to management and are subject to change as the company completes its quarterly close process, including review procedures of its independent external auditor.
Louis Friedman, Chairman and Chief Executive Officer, commented, “We are pleased with the growth in net sales for the three and six months ended December, 31, 2016. To further accelerate the sales growth we are making several changes to our business model that we believe will position the business for further growth in the second half of 2017 and beyond”.
Mr. Friedman added, “Effective third quarter 2017, we will concentrate our focus on the manufacturing and marketing of our own unique brands of “vacuum and roll compressed” consumer products and phase out the distribution of certain lower margin adult toys. The Liberator brand has developed a unique category in the sexual wellness space, allowing access into many new countries and markets where adult products are generally prohibited, including India and the Middle East.”
As part of this plan, and in an effort to reduce staff, shipping expense, inventory, and rationalize our SKU count, Mr. Friedman added, “By the end of January, 2017 we will phase-out and no longer distribute products from Tenga Japan, including their male pleasure products and personal massagers. For the three months ended December 31, 2016, sales of Tenga products resulted in $838,000 of revenues, a gross margin of $153,000 with an estimated net contribution of $86,000, after expenses. The termination of the Tenga relationship enables us to reallocate warehouse space, sales personnel and employees to focus on expanding the Liberator, Jaxx and Avana brands, which are sold at significantly higher gross margins than Tenga products”.
About Luvu Brands
Luvu Brands, Inc. designs, manufactures, licenses, and markets a portfolio of premium consumer lifestyle brands including products for intimacy enhancement, fashion seating and furniture, and top-of-bed comfort products. The Company is headquartered in Atlanta, Georgia in a 140,000 square foot vertically-integrated manufacturing facility that employs over 160 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 promotes its products in a variety of consumer categories to retailers, wholesalers, and distributors in the United States and globally. The Company’s brand sites include: liberator.com, jaxxliving.com, avanacomfort.com plus other global e-commerce sites. For more information about Luvu Brands, please visit luvubrands.com.
This press release contains certain forward-looking statements
that are based upon current expectations and involve certain risks and uncertainties. Words or expressions such as "anticipate,"
"plan," "will," "intend," "believe" or "expect'" or variations of such words
and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees
of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult
to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements,
including, without limitation, statements made with respect to possible changes in the unaudited financial information contained
herein, the focus on manufacturing and marketing our own brands, expectations of our ability to increase our margins, satisfy our
obligations as they become due, report profitable operations and other risks and uncertainties, all as set forth in our Annual
Report on Form 10-K for the year ended June 30, 2016, our most recent Form 10-Q and our subsequent filings with the Securities
and Exchange Commission. All forward-looking statements involve significant risks and uncertainties that could cause actual results
to differ materially from those in the forward-looking statements, many of which are generally outside the control of Social Reality
and are difficult to predict. Social Reality undertakes no obligation to publicly update any forward-looking statements, whether
as a result of new information, future events or otherwise.
Company Contact:
Luvu Brands, Inc.
Ronald Scott
Chief Financial Officer
770-246-6426
ron@LuvuBrands.com