LL LL Flooring Holdings Inc

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933
___________________

LL FLOORING HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		27-1310817
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

4901 Bakers Mill Lane,

Richmond, Virginia 23230

(Address of principal executive offices, including zip code)

Restricted Stock Inducement Award Agreements

Performance Stock Unit Inducement Award Agreement

(Granted as Employment Inducement Awards Outside of a Plan)

(Full title of the plan)

___________________

Alice G. Givens

Senior Vice President,

Chief Legal, Ethics & Compliance Officer and Corporate Secretary

4901 Bakers Mill Lane,

Richmond, Virginia 23230

(Name and address of agent for service)

___________________

(804) 463-2000

(Telephone number, including area code, of agent for service

___________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer x		Non-accelerated filer ¨		Smaller reporting company ¨	Emerging growth company ¨

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 7(a)(2)(B) of the Securities Act. ¨

___________________

EXPLANATORY NOTE

This registration statement is being filed solely for the registration of (i) 520,000 shares of common stock, par value $0.001 per share (“Common Stock”) of LL Flooring Holdings, Inc. (the “Company” or the “Registrant”) which may be issued upon (i) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Robert L. Madore, (ii) the vesting and settlement of performance stock units, in accordance with the terms of the Performance Stock Unit Inducement Award Agreement, by and between the Company and Mr. Madore, (iii) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Andrew Wadhams, (iv) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement

 

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Award Agreement by and between the Company and Laura Massaro, and (v) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Arthur Cheng (collectively, the “Employment Inducement Awards”). In each case, the Employment Inducement Awards are granted, effective as of August 11, 2023, to Mr. Madore, Mr. Wadhams, Ms. Massaro, and Mr. Cheng in reliance on the employment inducement award exemption under the New York Stock Exchange Listed Company Manual Rule 303A.08.

PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The information specified in Items 1 and 2 of Part I of the Form S-8 is omitted from this filing in accordance with the provisions of Rule 428 under the Securities Act and the introductory note to Part I of the Form S-8. The document(s) containing the information specified in Part I of Form S-8 will be sent or given to the recipients of the applicable grants, as required by Rule 428 under the Securities Act. Such documents are not being filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.

PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

	Item 3.	Incorporation of Documents by Reference.

The following documents filed with the Commission by the Registrant pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) are incorporated by reference herein:

	a.	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Commission on March 1, 2023 (the “Form 10-K”);
	b.	The Registrant's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, filed on August 9, 2023;
	c.	The Registrant’s definitive Proxy Statement filed with the Commission on April 3, 2023 for the Annual Meeting of Stockholders held on May 10, 2023;
	d.	All other reports and other documents filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the Registrant document referred to in (1) above and prior to the filing of a post-effective amendment to this Registration Statement, which indicates that all securities registered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such reports and other documents; and
	e.	The description of the Registrant’s Common Stock as set forth in Exhibit 99.1 to the Registrant’s Current Report on Form 8-K, filed with the Commission on January 4, 2010.

For purposes of this Registration Statement, any document or any statement contained in a document incorporated or deemed incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Nothing in this Registration Statement shall be deemed to incorporate information furnished but not filed with the Commission pursuant to Item 2.02 or Item 7.01 of Form 8-K.

 

 

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	Item 4.	Description of Securities.

Not Applicable.

	Item 5.	Interest of Named Experts and Counsel.

None.

	Item 6.	Indemnification of Directors and Officers.

Under Section 145 of the Delaware General Corporation Law (the “DGCL”), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that the person is or was an officer, director, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defense of any such action, suit or proceeding referred to above, or in defense of any claim, issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 of the DGCL is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement may be entitled. Further, a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under Section 145 of the DGCL.

Section 102(b)(7) of the DGCL enables a corporation in its certificate of incorporation to eliminate or limit monetary damages for breach of fiduciary duty as a director, provided that such provision shall not eliminate or limit the liability of a director: (i) for any breach of the director's duty of loyalty to the corporation or its stockholders; (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; (iii) pursuant to Section 174 of the DGCL (providing for liability for directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or (iv) for any transaction from which the director derived an improper personal benefit. Advancement or reimbursement of expenses prior to a final disposition requires a written affirmation that the foregoing criteria were met and an undertaking to repay any advances if it is ultimately determined that the criteria were not met.

The Registrant’s certificate of incorporation provides that a director will not be personally liable for monetary damages for breach of fiduciary duty as a director, except liability for (i) any breach of the director’s duty of loyalty to the Registrant or its shareholders; (ii) acts or omissions not in good faith or which involve intentional misconduct

 

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or a knowing violation of law; (iii) unlawful payments of dividends or unlawful stock repurchases or redemptions; or (iv) any transaction from which the director derived an improper personal benefit.

Further, the Registrant’s certificate of incorporation and bylaws provide, among other things, that each person who was or is made a party or is threatened to be made a party to or is involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that he or she, or a person of whom he or she is the legal representative, is or was a director or officer of the Registrant or is or was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust or other enterprise, including service with respect to employee benefit plans, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent or in any other capacity while serving as a director, officer, employee or agent, shall be indemnified and held harmless by the Registrant to the fullest extent authorized by the DGCL, against all expense, liability and loss (including attorneys’ fees, judgments, liens, amounts paid or to be paid in settlement and excise taxes or penalties arising under the Employee Retirement Income Security Act of 1974) reasonably incurred or suffered by such person in connection therewith and such indemnification shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of his or her heirs, executors and administrators; provided, however, that the Registrant shall indemnify any such person seeking indemnification in connection with a proceeding (or part thereof) initiated by such person only if such proceeding (or part thereof) was authorized by the Registrant’s board of directors.

The Registrant’s certificate of incorporation and bylaws provide that the right to indemnification shall include the right to be paid by the Registrant the expenses (including attorneys’ fees) incurred in defending such proceeding in advance of its final disposition; provided, however, that if the DGCL requires, the payment of such expenses incurred by a director or officer in his or her capacity as such in advance of the final disposition of a proceeding shall be made only upon delivery to the Registrant of an undertaking, by or on behalf of such director or officer, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such director or officer is not entitled to be indemnified under the certificate of incorporation, bylaws or otherwise; and provided, further, that such advancement of expenses incurred by any person other than a director or officer shall be made only upon the delivery of an undertaking to the foregoing effect and may be subject to such other conditions as the Registrant’s board of directors may deem advisable. The Registrant’s certificate of incorporation and bylaws also permit it to purchase and maintain insurance to protect itself and any director, officer, employee or agent of the Registrant or another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise against any such expense, liability or loss, whether or not the Registrant would have the power to indemnify such person against such expense, liability or loss under the DGCL.

The Registrant has in the past and may in the future enter into agreements to indemnify its directors, executive officers and other employees as determined by its board of directors. These agreements will provide for the indemnification of directors and officers to the fullest extent permitted by Delaware law, whether or not expressly provided for in the Registrant’s bylaws, and govern the process by which claims for indemnification are considered.

In addition, consistent with the terms and conditions of the Plan, to the maximum extent permitted by law, no member of the committee responsible for administering these awards, nor any person to whom duties have been delegated to administer these awards, shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of the awards, except for if such member or person acts in bad faith and without reasonable belief that it was in the best interests of the Registrant.

	Item 7.	Exemption from Registration Claimed.

Not applicable.

 

 

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	Item 8.	Exhibits.

The following exhibits are filed on behalf of the Registrant as part of this Registration Statement:

 

Exhibit Number		Description
4.1		Amended and Restated Certificate of Incorporation of the Registrant (incorporated herein by reference to Exhibit 3.1 of the Company’s Form 8-K filed December 10, 2021)
4.2		By-Laws of the Registrant (as revised effective September 29, 2022) (filed as Exhibit 3.2 to the Registrant’s current report on Form 8-K, filed on October 4, 2022 and incorporated herein by reference)
4.3		LL Flooring Holdings, Inc. 2023 Equity Compensation Plan, (incorporated herein by reference to Annex B of the Company’s definitive proxy statement on Schedule 14A filed April 3, 2023)
4.4		Form of Restricted Stock Inducement Award Agreement (incorporated herein by reference to the Company’s Form 10-Q filed August 9, 2023)
4.5		Form of Performance Stock Unit Inducement Award Agreement, by and between the Company and Robert L. Madore (incorporated herein by reference to the Company’s Form 10-Q filed August 9, 2023)
5.1*		Opinion of Cleary Gottlieb Steen & Hamilton LLP
23.1*		Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Cleary Gottlieb Steen & Hamilton (included in Exhibit 5.1 hereto)
24.1*		Power of Attorney (included as part of the signature page hereto)
107*		Calculation of Filing Fee Tables

___________________________

* Filed herewith

 

	Item 9.	Undertakings.

provided, however, the paragraphs (1)(i) and 1(ii) of this section do not apply if the Registration Statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of James City, Commonwealth of Virginia, on this 9th day of August, 2023.

	LL FLOORING HOLDINGS, INC.
	By:		/s/ Charles E. Tyson
			Charles E. Tyson
			President and Chief Executive Officer
			(Principal Executive Officer)

 

 

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Alice Givens such person’s true and lawful attorney-in-fact and agent, with full powers of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement (including any post-effective amendments thereto), and to file the same, with all exhibits thereto, and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and to perform each and every act and thing requisite and necessary to be done in and about the premises, as fully and to all intents and purposes as he or she might or would do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated below.

Signature	Title	Date
/s/ Charles E. Tyson	President and Chief Executive Officer	August 9, 2023
Charles E. Tyson	(Principal Executive Officer)
/s/ Robert L. Madore	Chief Financial Officer	August 9, 2023
Robert L. Madore	(Principal Financial Officer)
/s/ Chasity D. Grosh	Chief Accounting Officer	August 9, 2023
Chasity D. Grosh	(Principal Accounting Officer)
/s/ Nancy M. Taylor	Chairperson of the Board	August 9, 2023
Nancy M. Taylor
/s/ Terri F. Graham	Director	August 9, 2023
Terri F. Graham
/s/ David A. Levin	Director	August 9, 2023
David A. Levin
/s/ Douglas T. Moore	Director	August 9, 2023
Douglas T. Moore
/s/ Joseph M. Nowicki, Jr.	Director	August 9, 2023
Joseph M. Nowicki, Jr.
/s/ Ashish Parmar	Director	August 9, 2023
Ashish Parmar
/s/ Famous P. Rhodes	Director	August 9, 2023
Famous P. Rhodes
/s/ Martin F. Roper	Director	August 9, 2023
Martin F. Roper

 

 

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Exhibit 5.1

 

CLEARY GOTTLIEB STEEN & HAMILTON LLP One Liberty Plaza New York, NY 10006-1470 T: +1212225 2000 F: +1212 225 3999   clearygottlieb.com							CRAIG B. BROD RICHARD J. COOPER JEFFREYS. LEWIS PAULJ.SHIM STEVEN L. WILNER DAVID C. LOPEZ MICHAELA. GERSTENZANG LEV L. DASS IN JORGE U. JUANTORENA MICHAEL D. WEINBERGER DAVID LEINWAND JEFFREY A. ROSENTHAL MICHAEL D. DAYAN CARMINE D. BOCCUZZI, JR. JEFFREY D. KARPF FRANCISCO L. CESTERO FRANCESCA L. ODELL WILLIAM L. MCRAE JASON FACTOR JOON H. KIM MARGARET S. PEPONIS LISA M. SCHWEITZER JUAN G. GIRALDEZ DUANE MCLAUGHLIN CHANTAL E. KORDULA BENET J. O'REILLY ADAME. FLEISHER SEAN A. O'NEAL GLENN P. MCGRORY DEBORAH NORTH MATTHEW P. SALERNO MICHAEL J. ALBANO VICTOR L. HOU	ROGER A. COOPER LILLIAN TSU AMY R. SHAPIRO JENNIFER KENNEDY PARK ELIZABETH LENAS LUKE A. BAREFOOT JONATHAN S. KOLODNER DANIEL ILAN MEYER H. FEDIDA ADRIAN R. LEIPSIC ELIZABETH VICENS   ADAM J. BRENNEMAN ARID. MACKINNON JAMES E. LANGSTON JARED GERBER RISHI ZUTSHI JANE VAN LARE AUDRY X. CASUSOL ELIZABETH DYER DAVID H. HERRINGTON KIMBERLY R. SPOERRI AARON J. MEYERS DANIEL C. REYNOLDS ABENAA. MAINOO HUGH C. CONROY, JR. JOHN A. KUPIEC JOSEPH LANZKRON MAURICE R. GINDI KATHERINE R. REAVES RAHUL MUKHI ELANAS. BRONSON MANUEL SILVA KYLE A. HARRIS	LINA BENSMAN ARON M. ZUCKERMAN KENNETH S. BLAZEJEWSKI MARKE. MCDONALD F. JAMAL FULTON PAUL V. IMPERATORE CLAYTON SIMMONS CHARLES W. ALLEN JULIA L. PETTY HELENAK. GRANNIS SUSANNA E. PARKER THOMAS S. KESSLER RESIDENT PARTNERS   JUDITH KASSEL PENELOPE L. CHRISTOPHOROU BOAZ S. MORAG HEIDE H. ILGENFRITZ ANDREW WEAVER JOHN V. HARRISON MATTHEW BRIGHAM EMILIO MINVIELLE LAURA BAGARELLA JONATHAN D.W. GIFFORD DAVID W.S. YUDIN KARA A. HAILEY ANNA KOGAN BRANDON M. HAMMER BRIAN J. MORRIS CARINA S. WALLANCE ALEXANDER JANGHORBANI RESIDENT COUNSEL
AMERICAS		ASIA		EUROPE & MIDDLE EAST
NEW YORK SAN FRANCISCO SAO PAULO SILICON VALLEY WASHINGTON, D.C.		BEIJING HONG KONG SEOUL		ABU DHABI BRUSSELS COLOGNE FRANKFURT	LONDON MILAN PARIS ROME
Writer’s Direct Dial: +1 212 225 2438 E-Mail: malbano@cgsh.com

 

August 9, 2023

 

LL Flooring Holdings, Inc.
4901 Bakers Mill Lane
Richmond, Virginia 23230

 

Re: LL Flooring Holdings, Inc. Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to LL Flooring Holdings, Inc., a Delaware corporation (the “Company”), in connection with a registration statement on Form S-8 (the “Registration Statement”) to be filed today with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of 520,000 shares of the Company’s common stock, par value $0.001 per share (the “Shares”), to be issued by the Company upon (i) the vesting and settlement of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Robert L. Madore, (ii) the vesting and settlement of performance stock units, in accordance with the terms of the Performance Stock Unit Inducement Award Agreement, by and between the Company and Mr. Madore, (iii) the vesting and settlement of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Andrew Wadhams, (iv) the vesting and settlement of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Laura Massaro, and (v) the vesting and settlement of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Arthur Cheng, pursuant to employment inducement awards within the meaning of the New York Stock Exchange Listed Company Manual 303A.08 (collectively, the “Employment Inducement Award Agreements”).

 

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the locations listed above.

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We have participated in the preparation of the Registration Statement and have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.

 

In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified the accuracy as to factual matters of each document we have reviewed.

Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Shares have been duly authorized by all necessary corporate action of the Company and, upon execution of the Employment Inducement Award Agreements and when the Shares are issued in accordance with the terms and conditions of the Employment Inducement Award Agreements, at prices not less than the par value thereof, will be validly issued, fully paid and non-assessable.

 

The foregoing opinion is limited to the General Corporation Law of the State of Delaware.

We hereby consent to the use of this opinion as a part (Exhibit 5.1) of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission thereunder. The opinion expressed herein is rendered on and as of the date hereof, and we assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

 

			Very truly yours,
			CLEARY GOTTLIEB STEEN & HAMILTON LLP
	By:		/s/ Michael J. Albano
			Michael J. Albano, a Partner

 

 

 

 

 

Cleary Gottlieb Steen & Hamilton LLP or an affiliated entity has an office in each of the locations listed above.

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Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Restricted Stock Inducement Award Agreements and Performance Stock Unit Inducement Award Agreement of LL Flooring Holdings, Inc. of our reports dated March 1, 2023, with respect to the consolidated financial statements of LL Flooring Holdings, Inc. and the effectiveness of internal control over financial reporting of LL Flooring Holdings, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2022, filed with the Securities and Exchange Commission.

 

/s/ Ernst & Young LLP

Richmond, Virginia
August 9, 2023

 

 

 

 

 

 

 

 

 

 

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Exhibit 107

CALCULATION OF FILING FEE TABLES

Form S-8
(Form Type)

LL Flooring Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered	Proposed Maximum Offering Price Per Unit	Maximum Aggregate Offering Price	Fee Rate	Amount of Registration Fee
Equity	Common Stock, par value $0.001 per share	Rule 457(h)	520,000 shares (1)	$3.42	$1,778,400 (2)	0.00011020	$195.98
Total Offering Amounts							$195.98
Total Fee Offsets							N/A
Net Fee Due							$195.98

 

(1) Represents common stock, nominal value $0.001 per share (the “Common Stock”) of the Registrant, which may be issued upon (i) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Robert L. Madore, (ii) the vesting and settlement of performance stock units, in accordance with the terms of the Performance Stock Unit Inducement Award Agreement by and between the Company and Robert L. Madore, (iii) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Andrew Wadhams, (iv) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Laura Massaro, and (v) the vesting of restricted stock, in accordance with the terms of the Restricted Stock Inducement Award Agreement by and between the Company and Arthur Cheng, in each case, granted as material inducement for these individuals to accept their respective offers of employment with the Company. Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable to prevent dilution in the event of any stock dividend, stock split, recapitalization or other similar transactions in accordance with the adjustment provisions of the award agreements evidencing the employment inducement award.

(2) Pursuant to Rule 457(h) under the Securities Act, the proposed maximum offering price is estimated, solely for the purpose of determining the registration fee, on the basis of the average high and low prices of LL Flooring’s Common Stock on August 8, 2023, as reported on the New York Stock Exchange.

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