UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 1, 2023, Alexander A. Sannikov, Chief Financial Officer of Luvu Brands, Inc. (the “Company”), notified the Company of his intention to resign from his position as Chief Financial Officer and remain a consultant of the Company. The resignation of Mr. Sannikov did not involve any disagreement with the Board of Directors, the Company or its management on any matter relating to the Company’s operations, policies, or practices.
Effective September 1, 2023, the Company appointed Martin Scott as Chief Financial Officer of the Company. Biographical information for Mr. Scott is as follows:
Mr. Scott, age 55, has served as founder and executive officer of Martin Scott CFO Consulting Services Inc. since 2002. From March 2022 to January 2023, Mr. Scott served as chief financial officer of MGO Global, Inc. From 2018 to 2020, Mr. Scott served as principal accounting and financial officer of Puradyn Filter Technologies, Inc. Mr. Scott is a Certified Public Accountant. Mr. Scott graduated from Florida State University with a Bachelor of Science degree in Accounting and Finance.
The Company’s wholly owned subsidiary, One Up Innovations Inc., has entered into a one year employment agreement with Mr. Scott effective September 1, 2023, providing for a base salary of $126,000 per year. The agreement may be terminated by either party with or without cause on 30 day notice. In addition, Mr. Scott is eligible for Company benefits and will be entitled to indemnification to the maximum extent permitted by applicable law. In addition; Mr. Scott entered into a Stock Option Agreement pursuant to the Company’s 2015 Equity Incentive Plan granting him an incentive stock option for an aggregate of 200,000 shares of our common stock,100,000 shares exercisable commencing on September 1, 2024 and the remaining 100,000 shares exercisable commencing on September 1, 2025, at an exercise price of $$0.0812 per share. The options shall immediately vest upon the Company uplisting to a national exchange or in the event of a “change of control” of the Company, as defined under the Stock Option Agreement. The option is exercisable for a period of 5 years from the initial grant date.
The foregoing descriptions of each agreement are not complete and are qualified in their entirety by reference to the full text of such agreements, filed as Exhibit 10.1 and as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
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| Stock Option Agreement between Luvu Brands, Inc. and Martin Scott dated September 1, 2023* | |
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10.4 |
| Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Management contract or compensatory plan or arrangement. |
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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. |
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Date: September 7, 2023 | By: | /s/ Louis S. Friedman |
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| Louis S. Friedman, Chief Executive Officer |
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