Exhibit 2.2
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): June 8, 2020
Loop Media, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 000-55591 | 47-3975872 |
| (State or Other Jurisdiction | (Commission | (I.R.S. Employer |
| of Incorporation) | File Number) | Identification No.) |
| 700 N. Central Ave, Suite 430 Glendale, CA | 91203 | |
| (Address of Principal Executive Office) | (Zip Code) |
(818) 823-4801
(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:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 13(a) of the Exchange Act. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Change in Number of Authorized and Outstanding Shares
On June 8, 2020, Interlink Plus, Inc., a Nevada corporation (the "Company") filed a Certificate of Change pursuant to NRS 78.209 (the "Certificate of Change") with the Nevada Secretary of State to implement the reverse split of the Company's authorized and outstanding shares of capital stock on a 1 to 1.5 basis (the "Reverse Split"). In connection with the Reverse Split, the number of shares of capital stock the Company shall have the authority to issue decreased from 500,000,000 to 333,333,334 shares, and to correspondingly decrease the number of issued and outstanding shares of each class and series of capital stock. In accordance with and pursuant to the Reverse Split, the total number of shares of the class of capital stock designated as Common Stock that the Company shall have authority to issue will be decreased from 475,000,000 to 316,666,667 shares, and all issued and outstanding shares of Common Stock shall be correspondingly and proportionally decreased. In accordance with and pursuant to the Reverse Split, the total number of shares of the class of capital stock designated as Preferred Stock that the Company shall have authority to issue will be decreased from 25,000,000 to 16,666,667 shares, and all issued and outstanding shares of Preferred Stock shall be correspondingly and proportionally decreased. In accordance with and pursuant to the Reverse Split, the total number of shares of the series of Preferred Stock designated as Series A Convertible Preferred Stock that the Company shall have authority to issue will be decreased from 1,000,000 to 666,667 shares, and all issued and outstanding shares of Series A Convertible Preferred Stock shall be correspondingly and proportionally decreased. In accordance with and pursuant to the Reverse Split, the total number of shares of the series of Preferred Stock designated as Series B Convertible Preferred Stock that the Company shall have authority to issue will be decreased from 5,000,000 to 3,333,334 shares, and all issued and outstanding shares of Series B Convertible Preferred Stock shall be correspondingly and proportionally decreased.
In accordance with and pursuant to Nevada Revised Statutes ("NRS") 78.207, the Reverse Split was undertaken by a resolution of the board of directors of the Company without obtaining the approval of the stockholders.
The Certificate of Change is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Name Change in Connection with Merger
In connection with the merger of Loop Media, Inc., a Delaware corporation and wholly-owned subsidiary of the Company with and into the Company (the "Merger") pursuant to a Plan of Merger (the "Plan of Merger"), the Company changed its name to Loop Media, Inc. (the "Name Change"). The Company was the surviving entity in the Merger, and as such is permitted under NRS 92A.180 to amend its Articles of Incorporation to change its name if the amendment is set forth in Articles of Merger filed with the Nevada Secretary of State.
The Plan of Merger is filed as Exhibit 2.1 to this Current Report on Form 8-K. The Articles of Merger filed with the Nevada Secretary of State on June 9, 2020 implementing the Name Change in connection with the Merger, and the Certificate of Ownership and Merger filed with the Delaware Secretary of State on June 8, 2020 in connection with the Merger are filed as Exhibits 3.2 and 2.2, respectively, to this Current Report on Form 8-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 11, 2020, the Company issued a press release announcing the Merger, Name Change and Reverse Split. A copy of the joint press release is attached hereto as Exhibit 99.1.
The information in this Report furnished pursuant to Item 7.01 and the press release included as Exhibit 99.1 of Item 9.01 shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. This information shall not be incorporated by reference into any registration statement pursuant to the Securities Act. The furnishing of the information in this Report is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Report constitutes material investor information that is not otherwise publicly available.
Item 8.01. Other Events.
Parent/Subsidiary Merger
The information regarding the Merger contained in Item 5.03 above is incorporated by reference into this Item 8.01.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description |
|
| 2.1 | Plan of Merger by and among Interlink Plus, Inc. and Loop Media, Inc. dated as of May 22, 2020 | |
| 2.2 | Certificate of Ownership and Merger filed with the Delaware Secretary of State | |
| 3.1 | Certificate of Change of the Company filed with the Nevada Secretary of State on June 8, 2020 | |
| 3.2 | Articles of Merger filed with the Nevada Secretary of State on June 9, 2020 | |
| 99.1 | Press Release of the Company dated June 11, 2020 | |
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.
| Date: June 11, 2020 | INTERLINK PLUS, INC. | |
| By: | /s/ Jon Niermann | |
| Jon Niermann, CEO | ||
Exhibit 2.1
PLAN OF MERGER
THIS PLAN OF MERGER (this "Plan"), dated as of May 22, 2020 (the "Execution Date"), is entered into by and among INTERLINK PLUS, INC., a Nevada corporation ("Parent") and LOOP MEDIA, INC., a Delaware corporation and wholly-owned subsidiary of Parent ("Subsidiary").
WHEREAS, the Board of Directors of Parent has determined that it is advisable and in the best interests of Parent and Subsidiary that Subsidiary merge with and into Parent upon the terms and subject to the conditions herein provided, and have approved this Plan.
WHEREAS, the sole director of Subsidiary has determined that it is advisable and in the best interests of Subsidiary that it merge with and into Parent upon the terms and subject to the conditions herein provided, and have approved this Plan.
NOW, THEREFORE, in consideration of the covenants, promises and representations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly and mutually acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
Article
I
THE MERGER
1.1 Merger(a). Upon the terms and subject to the conditions set forth in this Plan, at the Effective Time (as defined below), Subsidiary shall be merged with and into Parent (the "Merger"), the separate existence of Subsidiary shall cease and Parent shall be the corporation surviving the Merger (hereinafter referred to as the "Surviving Corporation"), which shall continue to exist under, and be governed by, the laws of the State of Nevada. The Merger shall have the effects specified in the General Corporation Law of the State of Delaware (the "DGCL"), the Nevada Revised Statutes (the "NRS") and this Plan.
1.2 Effective Time(b). The Merger shall become effective on the date and time specified in a Certificate of Merger to be filed with the Secretary of State of the State of Delaware (the "Certificate of Merger") and Articles of Merger to be filed with the Secretary of State of the State of Nevada (the "Articles of Merger"), which shall be the later of the date of filing of the Certificate of Merger and Articles of Merger (the "Effective Time").
1.3 Legal Effects of the Merger. At the Effective Time, the effect of the Merger shall be as provided in this Plan and the applicable provisions of the DGCL and the NRS. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all of the assets, properties, rights, privileges, powers and franchises of Parent and Subsidiary shall vest in the Surviving Corporation.
1.4 Name Change; Certificate of Incorporation and Bylaws of the Surviving Corporation.
(a) Name Change. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent or Subsidiary, the name of the Surviving Corporation shall be "Loop Media, Inc."
(b) Articles of Incorporation. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent or Subsidiary, the Articles of Incorporation of Parent, as in effect immediately prior to the Effective Time, except for and subject to the name change as set forth in Section 1.4 (a) above, shall be the Articles of Incorporation of the Surviving Corporation until thereafter amended in accordance with the NRS.
(c) Bylaws. As of the Effective Time, by virtue of the Merger and without any action on the part of Parent or Subsidiary, the Bylaws of Parent, as in effect immediately prior to the Effective Time, shall be the Bylaws of the Surviving Corporation until thereafter amended in accordance with the NRS and the Articles of Incorporation of the Surviving Corporation.
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1.5 Directors and Officers of the Surviving Corporation. As of the Effective Time, the directors of Parent immediately prior to the Effective Time shall be the directors of the Surviving Corporation, and the officers of Parent immediately prior to the Effective Time shall be the officers of the Surviving Corporation. These directors and officers shall hold office in accordance with the Articles of Incorporation and By-Laws of the Surviving Corporation and the NRS.
Article
II
MANNER OF CONVERTING SECURITIES
At and as of the Effective Time, by virtue of the Merger and without any action on the part of Parent or Subsidiary, or any of the stockholders of any of the foregoing, each share of common stock, par value $.0001 per share, of Subsidiary issued and outstanding immediately prior to the Effective Time shall be canceled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.
Article III
SURVIVING CORPORATION OBLIGATIONS
The executed Plan is on file at the principal place of the business of the Surviving Corporation and a copy of the Plan will be furnished by the Surviving Corporation on request, without cost, as required pursuant to the DGCL. The Surviving Corporation agrees that it may be served with process in the State of Delaware in any proceeding for enforcement of any obligation of any constituent corporation of Delaware, as well as for enforcement of any obligation of the Surviving Corporation arising from this Merger, and irrevocably appoints the Secretary of State of Delaware as its agent to accept service of process in any such suit or proceeding. The Secretary of State shall mail any such process to the Surviving Corporation at Loop Media, Inc., 700 N. Central Avenue, Suite 430, Glendale, California 91203.
Article
IV
MISCELLANEOUS
4.1 Counterparts. This Plan may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same agreement. A facsimile or e-mailed copy of an original signature shall be deemed to have the same effect as an original signature.
4.2 Governing Law. This Plan shall be construed in accordance with, and governed in all respects by, the internal Laws of the State of Nevada, without reference to its choice of law rules.
IN WITNESS THEREOF, this Plan of Merger has been executed by the undersigned as of the day, month and year first above written.
| INTERLINK PLUS, INC., a Nevada corporation | ||
| By: | /s/ Jon Niermann | |
| Jon Niermann, President & CEO | ||
| LOOP MEDIA, INC., a Delaware corporation | ||
| By: | /s/ Jon Niermann | |
| Jon Niermann, President & CEO | ||
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Exhibit 2.2
Exhibit 3.1
Exhibit 3.2
Exhibit 99.1
Interlink Plus, Inc. Announces Reverse Split of its Stock and Name Change to Loop Media, Inc.
GLENDALE, CA, June 11, 2020 -- Interlink Plus, Inc., a Nevada corporation (the "Company") (OTC: ITRK) announced today that it has implemented a 1 for 1.5 reverse stock split of its authorized and outstanding capital stock. The Company also announced today that the Company and its wholly-owned subsidiary, Loop Media, Inc., a Delaware corporation, have merged, with the Company being the surviving entity. In connection with the merger, the Company has changed its name to Loop Media, Inc. All future announcements will refer to the Company as Loop Media, Inc.
"We are pleased to announce our name change to Loop Media, Inc. following our closed merger," said Jon Niermann, CEO and Co-Founder of Loop Media, Inc., "The name change allows us to emphasize our premium Loop.tv brand and is the latest step in our efforts to increase market awareness of our innovative premium streaming media services."
As a result of the reverse split, the Company's stock will begin trading on June 12, 2020 on a post-split basis under the symbol ITRKD for 20 trading days. Thereafter, the Company's stock will trade under the new symbol LPTV.
Additional information regarding the reverse split and merger can be found in the Form 8-K the Company filed today with the SEC.
Interlink Plus
Interlink Plus, providing services under the Loop.tv brand, is an innovative premium streaming media company building products and solutions for both businesses and consumers. Interlink improves the entire viewing experience for premium short-form content by focusing on venues and consumers in the evolving frontier of digital out-of-home, streamlining the public-to-private viewing experience. Interlink’s growing library of over 200,000 music videos and film, game and TV trailers can be viewed in many popular hospitality, dining, and retail venues; on leading branded media and entertainment sites; and on over-the-top TV platforms and IPTV devices. To learn more about Interlink’s products and applications, please visit online at Loop.tv
Forward-Looking Information
This news release contains forward-looking statements and forward-looking information within the meaning of applicable securities laws. These statements relate to future events or future performance. All statements other than statements of historical fact may be forward-looking statements or information. Generally, forward-looking statements and information may be identified by the use of forward-looking terminology such as “plans”, “ expects” or “does not expect”, “proposed”, “is expected”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates” or “does not anticipate”, or “believes”, or variations of such words and phrases, or by the use of words or phrases which state that certain actions, events or results may, could, would, or might occur or be achieved. More particularly and without limitation, this news release contains forward-looking statements and information concerning the reverse split and merger. Forward-looking statements consist of statements that are not purely historical, including any statements regarding beliefs, plans, expectations or intentions regarding the future. Readers are cautioned not to place undue reliance on forward-looking statements, as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. By their nature, forward-looking statements involve numerous assumptions, known and unknown risks and uncertainties, both general and specific that can contribute to the possibility that the predictions, estimates, forecasts, projections and other forward-looking statements will not occur.
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Any forward-looking statements contained in this news release speak only as of its date. We undertake no obligation to update any forward-looking statements contained in this news release to reflect events or circumstances occurring after its date or to reflect the occurrence of unanticipated events.
Press Contact:
Jon Lindsay Phillips
RLM PR
LoopTV@rlmpr.com
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