Loop Industries Files 8-K on Financial Obligations and Equity Sales

TL;DR

Loop Industries filed an 8-K detailing new financial obligations and equity sales.

AI Summary

On December 19, 2024, Loop Industries, Inc. entered into a Material Definitive Agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation and unregistered sales of equity securities. This filing details modifications to security holder rights and amendments to its articles of incorporation or bylaws.

Why It Matters

This filing indicates significant financial and corporate actions by Loop Industries, potentially impacting its financial structure and shareholder rights.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered equity sales, which can introduce financial and regulatory risks.

Key Players & Entities

• Loop Industries, Inc. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 27-2094706 (tax_id) — IRS Number

FAQ

Key Financial Figures

• $0.0001 — ch registered Common stock, par value $0.0001 per share LOOP The Nasdaq Stock Mar

Filing Documents

• loop_8k.htm (8-K) — 45KB
• loop_ex31.htm (EX-3.1) — 9KB
• ex31img4.jpg (GRAPHIC) — 227KB
• ex31img6.jpg (GRAPHIC) — 275KB
• ex31img5.jpg (GRAPHIC) — 275KB
• ex31img8.jpg (GRAPHIC) — 284KB
• ex31img3.jpg (GRAPHIC) — 239KB
• ex31img2.jpg (GRAPHIC) — 216KB
• ex31img15.jpg (GRAPHIC) — 196KB
• ex31img14.jpg (GRAPHIC) — 274KB
• ex31img13.jpg (GRAPHIC) — 251KB
• ex31img12.jpg (GRAPHIC) — 261KB
• ex31img11.jpg (GRAPHIC) — 232KB
• ex31img10.jpg (GRAPHIC) — 267KB
• ex31img1.jpg (GRAPHIC) — 255KB
• ex31img9.jpg (GRAPHIC) — 267KB
• ex31img7.jpg (GRAPHIC) — 227KB
• 0001654954-24-015913.txt ( ) — 5346KB
• loop-20241219.xsd (EX-101.SCH) — 6KB
• loop-20241219_lab.xml (EX-101.LAB) — 15KB
• loop-20241219_cal.xml (EX-101.CAL) — 1KB
• loop-20241219_pre.xml (EX-101.PRE) — 9KB
• loop-20241219_def.xml (EX-101.DEF) — 2KB
• loop_8k_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Introductory Note As previously reported by Loop Industries, Inc. (the "Company" or "Loop") in a current report on Form 8-K filed with the Securities and Exchange Commission on December 18, 2024, the Company entered into an Amended and Restated Share Purchase Agreement with Reed Management SAS to, among other things, complete a preferred stock financing transaction and a licensing transaction. On December 23, 2024 (the "Closing Date"), the Company closed these transactions, including entering into a series of agreements with Reed Circular Economy ("RCE"), an affiliate of Reed Management SAS, as described in this Current Report on Form 8-K. On the Closing Date, the Company received EUR 20,000,000 from the preferred stock financing transaction and the licensing transaction. The Company intends to use these proceeds for general corporate purposes and the commercialization of its technology. Additionally, the Company anticipates entering into a Securityholders Agreement with RCE to establish the framework for the governance, ownership, and operations of the European joint venture, Infinite Loop Europe SAS (the "JV"), upon the completion of its incorporation. Securities Purchase Agreement On the Closing Date, the Company entered into a securities purchase agreement (the "Securities Purchase Agreement") with RCE. Pursuant to the agreement, the Company issued and sold 1,044,430 shares of Series B Convertible Preferred Stock at a per share price of USD 10.00, for an aggregate purchase price of approximately EUR 10,000,000. Investors Rights Agreement On the Closing Date, the Company entered into an investors rights agreement (the "Investors Rights Agreement") with RCE as the Investor, and the Company's founder, President and CEO, Daniel Solomita, solely in his individual capacity and for purposes of the voting arrangement under the Investors Rights Agreement. Resale Registration Rights : The Investors Rights

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent required, the information contained in the Introductory Note and Item 1.01 of this Current Report on Form 8-K regarding the issuance of the Series B Convertible Preferred Stock and in Item 5.03 of this Current Report on Form 8-K regarding the terms of the Series B Convertible Preferred Stock is incorporated by reference herein to the extent required. The Series B Convertible Preferred Stock and the Conversion Shares have been, or will be issued pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the "Securities Act") on the basis that these securities are issued to an institutional accredited investor and the Company has not engaged in any general solicitation in connection with such offer and sale. 3

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. To the extent required, the information included in Item 5.03 of this Current Report on Form 8-K regarding the terms of the Series B Convertible Preferred Stock is incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On December 19, 2024, the Company filed the Certificate of Designation (the "Certificate of Designation") establishing the terms, rights, and limitations for up to 5,000,000 shares of Series B Convertible Preferred Stock with the Secretary of State of the State of Nevada. The Certificate of Designation was filed in connection with the Securities Purchase Agreement. Dividends : Holders of Series B Convertible Preferred Stock are entitled to cumulative dividends at an annual rate of 13% of the stated value, which is USD 10 per share (the "Stated Value"). These dividends accrue daily and are payable annually. Any unpaid dividends will be added to the Stated Value as payment-in-kind ("PIK"). Ranking : The Series B Convertible Preferred Stock has seniority over common stock and Series A Preferred Stock regarding dividends and liquidation preferences. It ranks on par with other classes of preferred stock unless explicitly designated as junior or senior to the Series B Convertible Preferred Stock. Conversio n: Holders of Series B Convertible Preferred Stock may convert their shares into common stock at a fixed conversion price of USD 4.75 per share, subject to adjustments for corporate events such as stock splits or recapitalizations. Conversion is optional after the third anniversary of issuance, or automatic on the fifth anniversary. The number of common shares issued upon conversion is calculated by dividing the aggregate Stated Value (as adjusted by the PIK dividends) plus any accrued but unpaid dividends by the conversion price. Voting : Holders of Series B Convertible Preferred Stock have voting rights equal to the number of common shares they would hold upon conversion. Additionally, so long as at least 50,000 shares of Series B Convertible Preferred Stock are outstanding any of the following actions require the approval of the holders of all of the then outstanding shares of

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). 4

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. LOOP INDUSTRIES, INC. Date: December 26, 2024 By: /s/ Fady Mansour Fady Mansour Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR