8-K

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): October 24, 2011 (October 21, 2011)

Liberator, 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):

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 1.01. Entry into a Material Definitive Agreement

On October 6, 2011, the Company filed a Current Report on Form 8-K, announcing the signing of a definitive Stock Purchase Agreement (the “WMI Sale Agreement”) for the sale of our subsidiary, Web Merchants Inc. (“WMI”), to Web Merchants Atlanta, LLC (“WMA”), an entity controlled by the President and former majority shareholder of WMI, Fred Petrenko.  The transaction described in the WMI Sale Agreement was expected to close no later than October 21, 2011.  The WMI Sale Agreement was filed October 12, 2011 as Exhibit 10.26 with the registrants Annual Report on Form 10-K.

On October 21, 2011, the parties to the WMI Sale Agreement reached an agreement to extend the closing date to October 28, 2011, in exchange for the payment to the Company of an additional non-refundable deposit of Fifty Thousand Dollars ($50,000.00), which brings the total non-refundable deposit received to date to Two Hundred Fifty Thousand Dollars ($250,000.00), and shall reduce the amount to be paid to the Company at closing to Four Hundred Fifty Thousand Dollars ($450,000.00).  In addition, at closing, 25.4 million shares of Liberator common stock held by Mr. Petrenko will be placed into escrow until certain outstanding loans of the Company are either satisfied or WMI and Mr. Petrenko have been provided with a written release of any liability as a guarantor.

The foregoing description of the agreement to extend the closing date does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement to Extend the Closing Date Under Stock Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, the terms of which are incorporated herein by reference.

Item 9.01  Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
10.1	Agreement to Extend Closing Date Under Stock Purchase Agreement, dated October 21, 2011

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.

	Liberator, Inc. (Registrant)
Date: October 24, 2011	By:	/s/ Ronald P. Scott
		Ronald P. Scott Chief Financial Officer

EX-10.1

Exhibit 10.1

AGREEMENT TO

EXTEND CLOSING DATE

UNDER

STOCK PURCHASE AGREEMENT

THIS AGREEMENT TO EXTEND CLOSING DATE UNDER STOCK PURCHASE AGREEMENT (this “Agreement”), is made as of the 21st day of October, 2011, by and among Web Merchants Atlanta, LLC, a Georgia limited liability company (the “Purchaser”); Liberator, Inc. (f/k/a WES Consulting, Inc.), a Florida corporation (“Seller”); Web Merchants Inc., a Delaware corporation (the “Company”); Louis S. Friedman, a resident of the State of Georgia and a principal shareholder of Seller (“Friedman”); and Fyodor Petrenko, a resident of the State of Georgia and a principal owner of Purchaser (“Petrenko”). In this Agreement, Purchaser, Seller, Company, Friedman and Petrenko are sometimes referred to individually as a “Party” and collectively as the “Parties”.

WITNESSETH:

WHEREAS, the Parties entered into that certain Stock Purchase Agreement, dated as of October 6, 2011 (the “Purchase Agreement”) (capitalized terms not otherwise defined herein shall have the same meanings as set forth in the Purchase Agreement);

WHEREAS, the Parties have entered into that certain Agreement to Extend Closing, dated as of October 14, 2011, pursuant to which the Parties agreed to extend the Closing Date to October 21, 2011; and

WHEREAS, the Parties desire to extend the Closing for an additional seven (7) days to October 28, 2011, in exchange for the payment to the Seller of an additional non-refundable deposit of Fifty Thousand Dollars and No Cents ($50,000.00) (the “Closing Extension”);

NOW, THEREFORE, in consideration of the covenants, agreements, and promises herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto do hereby covenant and agree as follows:

1.           Recitals. The recitals set forth above are incorporated by reference and the Parties agree that they are true and correct.

2.           Extension of Closing Date. The Parties hereby agree that the Closing shall take place at the offices of Purchaser’s counsel Busch, Slipakoff & Schuh, LLP, 3350 Riverwood Pkwy, Suite 1550, Atlanta, GA 30339, commencing at 6:00 p.m., local time, on October 28, 2011, or such other place, time and date as is mutually agreeable to the Parties, but shall be deemed effective October 1, 2011.

3.           Payment.  In consideration for the Closing Extension, Purchaser is paying to  Seller, on the date hereof, an additional non-refundable deposit of Fifty Thousand Dollars and No Cents ($50,000.00), which shall reduce the amount to be paid to the Seller at Closing under Section 1.4(e)(ii) of the Purchase Agreement to Four Hundred and Fifty Thousand Dollars and No Cents ($450,000.00).

4.           Reaffirmation. Except as provided herein, the Purchase Agreement shall remain in full force and effect as originally set forth.

5.           Counterparts. This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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2

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written.

LIBERATOR, INC.
By:	/s/ Louis S. Friedman
Name:	LOUIS S. FRIEDMAN
Title:	President and Chief Executive Officer
By:	/s/ Ronald P. Scott
Name:	RONALD SCOTT
Title:	Chief Financial Officer
FRIEDMAN:
/s/ Louis S. Friedman
LOUIS S. FRIEDMAN, personally
WEB MERCHANTS INC.
By:	/s/ Louis S. Friedman
Name:	LOUIS S. FRIEDMAN
By:	/s/ Ronald P. Scott
Name:	RONALD SCOTT
WEB MERCHANTS ATLANTA, LLC
By:	/s/ Fyodor Petrenko
Name:	FYODOR PETRENKO
Title:	Sole Member
PETRENKO:
/s/ Fyodor Petrenko
FYODOR PETRENKO, personally