Attached files
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| EX-10.1 - EXHIBIT 10.1 - Luvu Brands, Inc. | v238606_ex10-1.htm |
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 31, 2011 (October 28, 2011)
Liberator, Inc.
(Exact name of registrant as specified in Charter)
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Florida
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000-53314
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59-3581576
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification No.)
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry into a Material Definitive Agreement
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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 brought the total non-refundable deposit received to-date to Two Hundred Fifty Thousand Dollars ($250,000.00), and reduced the amount to be paid to the Company at closing to Four Hundred Fifty Thousand Dollars ($450,000.00). The October 21, 2011 extension was disclosed in the Company’s Current Report on Form 8-K filed October 24, 2011.
On October 28, 2011, the parties to the WMI Sale Agreement reached an agreement to extend the closing date to November 11, 2011, in exchange for the payment to the Company of a fully refundable deposit of Fifty Thousand Dollars ($50,000.00), which brings the total deposit received to-date to Three Hundred Thousand Dollars ($300,000.00), of which $50,000 is refundable and $250,000 is non-refundable. In the event the parties to the WMI Sale Agreement consummate the transaction on or before the closing date, the amount to be paid to the Company at closing shall be reduced to Four Hundred Thousand Dollars ($400,000.00) and the Company shall retain the current $50,000 deposit. In the event that the parties to the WMI Sale Agreement do not consummate the WMI Sale Agreement before the closing date, the refundable deposit of $50,000 shall be returned to the Purchaser and the Company shall be entitled to retain the $250,000 non-refundable deposit.
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.
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Item 9.01
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Financial Statements and Exhibits
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(d)
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Exhibits
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ExhibitNo.
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Description
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10.1
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Agreement to Extend Closing Date Under Stock Purchase Agreement, dated October 28, 2011
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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.
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Liberator, Inc.
(Registrant)
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Date: October 31, 2011
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By:
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/s/ Ronald P. Scott
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Ronald P. Scott
Chief Financial Officer
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