Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 21, 2023

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Live Ventures Incorporated

(Exact name of Registrant as Specified in Its Charter)

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Nevada	001-33937	85-0206668
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

325 E. Warm Springs Road, Suite 102 Las Vegas, Nevada		89119
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (702) 997-5968

(Former Name or Former Address, if Changed Since Last Report)

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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:


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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value per share

LIVE

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 25, 2023, the Board of Directors of Live Ventures Incorporated, a Nevada Corporation (the “Company”), approved certain changes to the employment agreement of David Verret, the Company’s Chief Financial Officer. Changes include an increase in his annual base salary from $275,000 to $325,000, an increase in his annual performance bonus opportunity from 40% to 45% of his annual base salary, and a three-year extension of his term of employment through January 31, 2028. Such changes will be effective October 1, 2023.

Item 8.01 Other Events.

On September 21, 2023, the Company issued a press release announcing the acquisition of certain assets of Q.E.P Co., Inc., a Delaware corporation. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits


Exhibit Number			Description
99.1			Press Release, dated September 21 , 2023.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, we have duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	LIVE VENTURES INCORPORATED

	By:	/s/ Jon Isaac
		Name: Jon Isaac
		Title: Chief Executive Officer

Dated: September 26, 2023

Exhibit 99.1

September 21, 2023

Live Ventures Acquires Naturally Aged Flooring, Harris, Kraus, and Heritage Mill Wood Flooring Brands from Q.E.P.

Adds four major flooring brands to its subsidiary Marquis Industries, doubles salesforce

LAS VEGAS, Sept. 21, 2023 (GLOBE NEWSWIRE) -- Live Ventures Incorporated (Nasdaq: LIVE), a diversified holding company (“Live Ventures” or “Company”), announced today that its subsidiary Marquis Industries, Inc. (“Marquis Industries”) has acquired the Harris Flooring Group® brands from Q.E.P. Co., Inc. (OTCQX: QEPC) (“QEP”), a designer, manufacturer, and distributor of a broad range of best-in-class flooring and installation solutions for commercial and home improvement projects. The Harris Flooring Group comprises four major flooring brands: Harris®, Kraus®, Naturally Aged Flooring™, and Heritage Mill Wood Flooring™. On September 20, 2023, Marquis Industries acquired the Harris Flooring Group brands, inventory, and book of business and intends to retain substantially all Harris Flooring Group employees and sales representatives. The transaction, valued at approximately $10 million, is set to double Marquis Industries' salesforce and is expected to significantly impact Marquis Industries and its operations while contributing substantial revenues.

“As part of the growth strategy for our flooring manufacturing segment, we are excited to announce the acquisition of the Harris Flooring Group by our subsidiary, Marquis Industries,” said Jon Isaac, President and Chief Executive Officer of Live Ventures. “We believe the acquisition will be very synergistic and add significant revenues to Marquis Industries.”

“The Harris Flooring Group is a perfect fit with our existing flooring manufacturing operations, and we are thrilled to add the high-quality Harris, Kraus, Naturally Aged Flooring, and Heritage Mill Wood Flooring brands to our line of national flooring brands. The Harris Flooring Group has established itself as a flooring industry leader, earning the trust of its customers for decades,” stated Weston A. Godfrey, Jr., Co-Chief Executive Officer of Marquis Industries. Chet Graham, Co-Chief Executive Officer of Marquis added, “This acquisition not only brings us four major brands but also approximately doubles our current salesforce. We welcome all new employees to the Marquis Industries family.”

“We are pleased to transition the Harris Flooring Group brands to Marquis Industries,” commented Leonard Gould, President and Chief Executive Officer, The Americas, of Q.E.P. Co., Inc. “The Harris Flooring Group has passionately crafted beautiful flooring products for years while delivering excellent service. With this transaction, we believe that Marquis Industries will continue to uphold and elevate our legacy of high-quality flooring brands, serving as steadfast stewards of our commitment to our brands, products, and customers.”

QEP’s Harris Flooring Group, based in Johnson City, TN, with over 125 years of flooring experience, provides high-quality flooring brands with an innovative and stylish selection of engineered hardwood, luxury vinyl tile, laminate, and carpet tile flooring for residential and

commercial customers. The Harris Flooring Group is committed to providing beautiful flooring solutions with the highest level of service.

For more information on QEP and its Harris Flooring Group, please seewww.qep.com, www.qepcorporate.com, and www.harrisflooring.com.

Live Ventures Incorporated

Live Ventures is a diversified holding company with a strategic focus on value-oriented acquisitions of domestic middle-market companies. Live Ventures’ acquisition strategy is sector agnostic and focuses on well-run, closely held businesses with a demonstrated track record of earnings growth and cash flow generation. The Company looks for opportunities to partner with management teams of its acquired businesses to build increased stockholder value through a disciplined buy-build-hold long-term focused strategy. Live Ventures was founded in 1968. In late 2011 Jon Isaac, Chief Executive Officer and strategic investor, joined the Board of Directors and later refocused it into a diversified holding company. The Company’s current portfolio of diversified operating subsidiaries includes companies in the textile, flooring, tools, steel, and entertainment industries. For more information on Live Ventures please visit, www.liveventures.com.

Forward-Looking and Cautionary Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, each as amended, that are intended to be covered by the “safe harbor” created by those sections. In accordance with such safe harbor provisions, statements contained herein that look forward in time that include everything other than historical information, involve risks and uncertainties that may affect the Company’s actual results, including statements relating to expected synergies, additional revenues, and salesforce growth. These forward-looking statements can be identified by terminology such as "will," "expects," "anticipates," "future," "intends," "plans," "believes," "estimates," and similar statements. Live Ventures may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission on Forms 10-K and 10-Q, Current Reports on Form 8-K, in its annual report to stockholders, in press releases and other written materials, and in oral statements made by its officers, directors or employees to third parties. There can be no assurance that such statements will prove to be accurate, and there are a number of important factors that could cause actual results to differ materially from those expressed in any forward-looking statements made by the Company, including, but not limited to, plans and objectives of management for future operations or products, the market acceptance or future success of our products, and our future financial performance. The Company cautions that these forward-looking statements are further qualified by other factors including, but not limited to, those set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2022 (available at http://www.sec.gov). Live Ventures undertakes no obligation to publicly update or revise any statements in this release, whether as a result of new information, future events, or otherwise.

Contact:

Live Ventures Incorporated

Greg Powell, Director of Investor Relations 725.500.5597

gpowell@liveventures.com

www.liveventures.com

Source: Live Ventures Incorporated

Cover Page	Sep. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 21, 2023
Entity Registrant Name	Live Ventures Incorporated
Entity Central Index Key	0001045742
Entity Emerging Growth Company	false
Entity File Number	001-33937
Entity Incorporation, State or Country Code	NV
Entity Tax Identification Number	85-0206668
Entity Address, Address Line One	325 E. Warm Springs Road
Entity Address, Address Line Two	Suite 102
Entity Address, City or Town	Las Vegas
Entity Address, State or Province	NV
Entity Address, Postal Zip Code	89119
City Area Code	702
Local Phone Number	997-5968
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	LIVE
Security Exchange Name	NASDAQ