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) April 4, 2019

 

LOOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-54786

 

27-2094706

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

480 Fernand Poitras

Terrebonne, Quebec, Canada, J6Y 1Y4

(Address of principal executive offices, including zip code)

 

(450) 951-8555

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report)

 

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):

 

¨ 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 (§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 ¨

  

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 1.01. Entry into a Material Definitive Agreement.

 

On April 4, 2019, Loop Industries, Inc. (the “Company”) entered into Amendment No. 1 (the “2019 Purchase Agreement Amendment”) to the Note and Warrant Purchase Agreement dated as of January 15, 2019, among the Company and certain accredited investors (the “2019 Purchase Agreement”) and the Convertible Promissory Notes issued by the Company pursuant to the 2019 Purchase Agreement issued on January 15, 2019 and January 21, 2019 (the “2019 Notes”), and into amendments to the warrants (the “2019 Warrant Amendments”) issued thereunder (the “2019 Warrants”). On April 5, 2019, the Company also entered into an Amendment and Conversion Agreement (the “2018 Note Amendment”) to the Convertible Promissory Note (the “2018 Note”) issued pursuant to the Note and Warrant Purchase Agreement dated November 13, 2018 among the Company and certain accredited investors (the “2018 Note Purchase Agreement” and together with the 2019 Purchase Agreement, the “Purchase Agreements”) issued on November 13, 2018 and January 3, 2019, and on April 8, 2019, the Company entered into amendments to the warrants (the “2018 Warrant Amendments”) issued thereunder (the “2018 Warrants” and together with the 2019 Warrants, the “Warrants”).

 

The Company entered into the 2019 Purchase Agreement Amendment, the 2018 Note Amendment, the 2019 Warrant Amendments, and the 2018 Warrant Amendments to add a cap to the number of shares issuable by the Company thereunder. More specifically, these amendments ensure that to the extent that the conversion of any of the Notes or exercise of any of the Warrants would result in an issuance by the Company of more than 19.9% of the common stock of the Company, when aggregated with any shares issued by the Company in connection with (i) the conversion of any of the Company’s promissory notes or the exercise of any of the warrants issued pursuant to the 2019 Purchase Agreement, (ii) the conversion of any of the Company’s promissory notes or exercise of any of the warrants issued pursuant to the 2018 Note Purchase Agreement, and (iii) the Purchase Agreement dated as of February 27, 2019 (the “Capped Shares”), then only that portion of the shares of Common Stock resulting in the issuance of Capped Shares representing up to 19.9% of the outstanding Common Stock of the Company shall be converted or exercised, and the remaining amount of the value shall be repaid in cash.

 

Additionally, the 2018 Note Amendment provides for voluntary conversion of the 2018 Notes at a conversion price of $8.55 per share and the 2018 Warrants Amendments set the exercise price as $8.55 per share. Any shares issuable pursuant to the 2018 Notes or the 2018 Warrants will be restricted upon issuance and are still subject to the Capped Shares limitation described above.

 

On April 5, 2019, all holders of 2018 Notes elected to convert their notes into shares of common stock of the Company at the conversion price of $8.55 per share (the “Conversion”). On April 9, 2019, the Company issued 319,326 shares of common stock pursuant to the Conversion. The shares issued pursuant to the Conversion were restricted upon issuance.

 

The foregoing description of the 2019 Purchase Agreement Amendment, the 2019 Warrant Amendments, the 2018 Note Amendment and the 2018 Warrant Amendments does not purport to be a complete description of the rights and obligations of the parties thereunder and is qualified in its entirety by reference to the 2019 Purchase Agreement Amendment, the 2019 Warrant Amendments, the 2018 Note Amendment and the 2018 Warrant Amendments, a copy of each of which is attached as Exhibit 4.1, Exhibit 4.2, Exhibit 4.3 and Exhibit 4.4, respectively.

  

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Number

 

Description

 

4.1

 

Form of Amendment No. 1 to the Note Purchase Agreement and Notes

4.2

 

Form of Amendment to Warrant

4.3

 

Form of Amendment and Conversion Agreement

4.4

 

Form of Amendment to Warrant

 

 
2
 
 

 

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: April 10, 2019

By:

/s/ Daniel Solomita

 

Daniel Solomita

 

Chief Executive Officer and President

 

 

3

 

EXHIBIT 4.1

 

AMENDMENT NO. 1 TO

 

NOTE PURCHASE AGREEMENT

 

This Amendment (the “ Amendment ”) to the convertible promissory notes issued by Loop Industries, Inc., a Nevada corporation (the “ Company ”) on January 15, 2019 and January 21, 2019 pursuant (the “ January 2019 Notes ”) to a Note and Warrant Purchase Agreement date January 15, 2019 (the “ Purchase Agreement ”) among the Company and the person or entities on Schedule I thereto (the “ Investor ”) is made and entered into effective as of April __, 2019, by and among the Company and the Investor. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the January 2019 Notes.

 

RECITALS

 

A. The Company and Investor desire to amend the terms of the January 2019 Notes.

 

B. Pursuant to Section 5(a) of the Purchase Agreements, any provision of the Purchase Agreement or the January 2019 Notes may be amended upon a written consent of the Company and Investor.

 

E. Pursuant to Section 6(b) of the January 2019 Notes, the January 2019 Notes may be amended upon a written consent of the Company and Investor.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. Amendment of the January 2019 Notes . A new Section 4(e) shall be added to the January 2019 Notes as follows

 

“(e) Notwithstanding the above, in the event that conversion of any Note held by any Investor pursuant to any of the scenarios described in Section 4(a) through Section 4(d) above (the “ Conversion Value ”), aggregated with any shares issued by the Company in connection with (x) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of November 13, 2018 among the Company and the person or entities listed on Schedule I thereto, (y) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of January 15, 2019, among the Company and the person or entities listed on Schedule I thereto (including this Note), and (z) the Purchase Agreement dated as of February 27, 2019 (such shares issued or issuable pursuant to (x), (y) and (z), the “ Capped Shares ”), would result in the Company being required to issue an amount of Capped Shares that would represent more than 19.9% of the outstanding Common Stock of the Company, then only that portion of the Conversion Value resulting in the issuance of Capped Shares representing up to 19.9% of the outstanding Common Stock of the Company shall be converted, and the remaining amount of the Conversion Value shall be repaid in cash.”

 

 
1
 
 

 

2. Miscellaneous .

 

(a) Governing Law . This Amendment and all actions arising out of or in connection with this Amendment shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law provisions of the State of New York or any other state.

 

(b) Full Force and Effect . Except as specifically set forth herein, the Purchase Agreement and the January 2019 Notes shall remain in full force and effect.

 

(c) Entire Agreement . This Amendment, together with the Purchase Agreement and the January 2019 Notes, represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understanding between the parties with respect to the subject matter herein.

 

(d) Severability . If any provision of this Amendment shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

(e) Counterparts; Facsimile . This Amendment may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement. Electronic signatures and facsimile copies of signed signature pages will be deemed binding originals.

 

( Signature page follows. )

 

 
2
 
 

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the Effective Date.

 

  COMPANY:

 

 

 

 

LOOP INDUSTRIES, INC.

a Nevada corporation

 

       
By:  

 

Name:

Daniel Solomita

 
  Title: Chief Executive Officer  

 

(Signature Page to Amendment)

 

 
3
 
 

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment as of the Effective Date.

 

 

INVESTOR:

 

 

 

 

 

 

       
By:

 

Name:

 

 

(Signature Page to Amendment)

 

  

4

 

EXHIBIT 4.2

 

AMENDMENT TO

WARRANT

 

This AMENDMENT TO WARRANT TO PURCHASE FIFTY PERCENT (50%) OF THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF A CERTAIN CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”) is made as of April____, 2019 (the “ Effective Date ”), by and among Loop Industries, Inc., a Nevada corporation (the “ Company ”) and ____________ (the Holder ). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Warrant (as defined below).

 

RECITALS

 

WHEREAS, the Company and Holder are parties to that certain Warrant to Purchase Fifty Percent (50%) of the Shares of Common Stock Issued Upon the Conversion of a Certain Convertible Promissory Note, dated as of _____________, 2019 (the “ Warrant ”) issued by the Company to the Holder.

 

WHEREAS, both the Company and the Holder wish to amend certain terms of the Warrant.

 

WHEREAS, the Company and the Holder find it to be in their respective best interests to amend the Warrant as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendment.

 

1.1 Section 7 of the Warrant is hereby amended and restated in its entirety to read:

 

This Warrant shall be exercisable for fifty percent (50%) of the shares of Common Stock issued upon the conversion of the Note, as adjusted in accordance with this Warrant. Notwithstanding the foregoing, in the event that exercise of this Warrant, aggregated with any shares issued by the Company in connection with (x) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of November 13, 2018 among the Company and the person or entities listed on Schedule I thereto, (y) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of January 8, 2019, among the Company and the person or entities listed on Schedule I thereto(including this Warrant), and (z) the Purchase Agreement dated as of February 27, 2019 (such shares issued or issuable pursuant to (x), (y) and (z), the “ Capped Shares ”), would result in the Company being required to issue an amount of Capped Shares that would represent more than 19.9% of the outstanding Common Stock of the Company, then only that portion of the shares of Common Stock resulting in the issuance of Capped Shares representing up to 19.9% of the outstanding Common Stock of the Company shall be exercised, and the remaining amount of the value shall be repaid in cash.”

 

 
1
 
 

 

2. Miscellaneous

 

2.1 Except as expressly set forth in this Amendment, (i) the Warrant shall continue in full force and effect and (ii) the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of the parties hereto under the Warrant, as in effect prior to the date hereof.

 

2.2 This Amendment and any controversy arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

 

2.3 This Amendment may be executed and delivered in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature Page Follows]

 

 
2
 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

 

THE COMPANY:

LOOP INDUSTRIES, INC.,

a Nevada corporation

       
By:  

 

 

Daniel Solomita

 
   

Chief Executive Officer

 
       

 

AGREED AND ACKNOWLEDGED:

 

[  ]

     
By:

 

Name:  
  Title:  
     

 

SIGNATURE PAGE TO WARRANT AMENDMENT

 

 

3

 

EXHIBIT 4.3

 

AMENDMENT, SURRENDER

 

AND CONVERSION AGREEMENT

 

This Note Amendment, Surrender and Conversion Agreement (the “ Amendment and Conversion Agreement ”) is made and entered into effective as of April 5, 2019, by and among Loop Industries, Inc., a Nevada corporation (the “ Company ”), and those holders of (a) that certain Convertible Promissory Note (the “ November 2018 Note ”) issued pursuant to that certain Note and Warrant Purchase Agreement dated November 13, 2018 (the “ Purchase Agreement ”) among the Company and the person or entities listed on Schedule I thereto (the “ Investor ”) and (b) that certain Convertible Promissory Note (the “ January 2019 Note ” and together with the November 2018 Note, the “ Notes ”) issued pursuant to the Purchase Agreement. Capitalized terms used in this Amendment and Conversion Agreement that are not otherwise defined herein shall have the respective meanings assigned to them in the Notes.

 

RECITALS

 

A. The Company and Investor desire to amend the terms of the Purchase Agreement and the Notes.

 

B. The Investor desire to, after giving effect to the amendment to the Notes as set forth herein, approve the conversion of each Note into the number and kind of shares of Company stock set forth opposite such Investor’s name on Exhibit A attached hereto, effective as of April 5, 2019 (the “ Conversion Date ”).

 

C. None of the Notes or Purchase Agreements currently provide for voluntary conversion of the Notes.

 

D. Pursuant to Section 5(a) of the Purchase Agreements, any provision of the Purchase Agreement may be amended upon a written consent of the Company and Investor.

 

E. Pursuant to Section 6(b) of the Notes, the Notes may be amended upon a written consent of the Company and Investor.

 

AGREEMENT

 

NOW THEREFORE, in consideration of the foregoing, and the representations, warranties, and conditions set forth below, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. Amendment of the Notes . A new Section 4(e) shall be added to the Notes as follows

 

“(e) Notwithstanding the above, in the event that conversion of any Note held by any Investor pursuant to any of the scenarios described in Section 4(a) through Section 4(d) above (the “ Conversion Value ”), aggregated with any shares issued by the Company in connection with (x) the conversion of the Company’s promissory notes or exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of January 15, 2019, among the Company and the person or entities listed on Schedule I thereto, (y) the Purchase Agreement dated as of February 27, 2019, and (z) the conversion of the Company’s promissory notes or exercise of the warrants issued pursuant to that certain Note and Warrant Purchase Agreement dated November 13, 2018, among the Company and the person or entities listed on Schedule I thereto (including this Note) (such shares issued or issuable pursuant to (x), (y) and (z), the “ Capped Shares ”), would result in the Company being required to issue an amount of Capped Shares that would represent more than 19.9% of the outstanding Common Stock of the Company, then only that portion of the Conversion Value resulting in the issuance of Capped Shares representing up to 19.9% of the outstanding Common Stock of the Company shall be converted, and the remaining amount of the Conversion Value shall be repaid in cash.”

 

 
1
 
 

 

2. Conversion of Notes .

 

(a) Outstanding Notes . The Company and Investor hereby acknowledge and agree that Notes set forth on Exhibit A , including the Investor Name, Issue Date, Interest Rate, and Outstanding Principal Amount and any accrued and unpaid interest on all Notes (collectively, “ Accrued Amount ”), is accurately reflected and constitute all Notes issued to all Investors pursuant to the Purchase Agreements.

 

(b) Amendment to Notes and Conversion Agreement . Subject to the terms and conditions of this Amendment and Conversion Agreement and the terms of the Notes, the Company and the Investor hereby amend the Notes to convert the outstanding principal and accrued but unpaid interest on the Notes into fully paid and nonassessable shares of the Company’s capital stock as set forth next to the Investors’ name on Exhibit A hereto. The shares of the Company’s capital stock set forth on Exhibit A to this Agreement (collectively the “ Note Conversion Shares ”) represents the entire (x) payment due and payable to the Investor in respect of such Notes and (y) the number of shares of capital stock of the Company issuable to the Investor upon the conversion of its Notes and, upon the issuance of such Note Conversion Shares to such Investor, all principal, interest, conversion discounts and other obligations under such Notes shall thereby be fully paid and discharged. April 3, 2019 shall be the final day on which interest accrues on the Notes, regardless of the conversion of the Notes, and the final Accrued Amount shall be as specified on Exhibit A . At the Conversion Date, the Notes shall be treated by the Company as automatically surrendered for cancellation and shall be terminated and have no further force or effect. Notwithstanding the foregoing, if the number of shares of Company’s capital stock set forth next to an Investor’s name on Exhibit A hereto is “0,” then principal, interest, conversion discounts and other obligations under such Notes for such Investor shall not be terminated and such Notes shall not be cancelled.

 

3. Miscellaneous .

 

(a) Waiver of Event of Default . The Investor hereby waive any Event of Default under the Notes or Purchase Agreements existing or occurring prior to the conversion of the Notes pursuant to Section 2 hereof.

 

(b) Governing Law . This Amendment and Conversion Agreement and all actions arising out of or in connection with this Amendment and Conversion Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law provisions of the State of New York or any other state.

 

(c) Full Force and Effect . Except as specifically set forth herein, the Purchase Agreements and the Notes shall remain in full force and effect.

 

(d) Entire Agreement . This Amendment and Conversion Agreement, together with the Purchase Agreements and the Notes, represents the entire agreement of the parties and shall supersede any and all previous contracts, arrangements or understanding between the parties with respect to the subject matter herein.

 

(e) Severability . If any provision of this Amendment and Conversion Agreement shall be judicially determined to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

 

(f) Counterparts; Facsimile . This Amendment and Conversion Agreement may be executed in any number of counterparts, each of which shall be an original, and all of which together shall constitute one and the same agreement. Electronic signatures and facsimile copies of signed signature pages will be deemed binding originals.

 

( Signature page follows. )

 

 
2
 
 

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment and Conversion Agreement as of the Effective Date.

 

 

COMPANY:

LOOP INDUSTRIES, INC.

a Nevada corporation

       
By:  

 

Name:

Daniel Solomita

 
  Title:

Chief Executive Officer

 

 

(Signature Page to Amendment and Conversion Agreement)

 

 
3
 
 

 

IN WITNESS WHEREOF, the parties have duly executed and delivered this Amendment and Conversion Agreement as of the Effective Date.

 

 

INVESTOR:

       
By:

 

Name:

 

 

(Signature Page to Amendment and Conversion Agreement)

 

 
4
 
 

 

Exhibit A

 

 

 

Issue Date

 

Interest Rate per annum

 

 

Accrued Amount at Effective Date

 

 

Conversion Price per share

 

 

Shares issued upon conversion

 

CCBB Investments

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Everplus

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Peidong Xu

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Wan Jin

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Qian Shang

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Miller Family Legacy, LLC

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Fritz Howser

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Peter Howser

 

11/13/2018

 

8%

 

 

 

$ 8.55

 

 

 

 

Provident Trust Group CFBO David Glassett IRA

 

1/3/2019

 

8%

 

 

 

$ 8.55

 

 

 

 

James H. Steinmann

 

1/3/2019

 

8%

 

 

 

$ 8.55

 

 

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  

5

 

EXHIBIT 4.4

 

AMENDMENT TO WARRANT

 

This AMENDMENT TO WARRANT TO PURCHASE FIFTY PERCENT (50%) OF THE SHARES OF COMMON STOCK ISSUED UPON CONVERSION OF A CERTAIN CONVERTIBLE PROMISSORY NOTE (this “ Amendment ”) is made as of April 8, 2019 (the “ Effective Date ”), by and among Loop Industries, Inc., a Nevada corporation (the “ Company ”) and ____________ (the Holder ). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Warrant (as defined below).

 

RECITALS

 

WHEREAS, the Company and Holder are parties to that certain Warrant to Purchase Fifty Percent (50%) of the Shares of Common Stock Issued Upon the Conversion of a Certain Convertible Promissory Note, dated as of ___________, 201_ (the “ Warrant ”) issued by the Company to the Holder.

 

WHEREAS, both the Company and the Holder wish to amend certain terms of the Warrant.

 

WHEREAS, the Company and the Holder find it to be in their respective best interests to amend the Warrant as set forth herein.

 

AGREEMENT

 

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Amendment.

 

1.1 Section 7 of the Warrant is hereby amended and restated in its entirety to read:

 

This Warrant shall be exercisable for fifty percent (50%) of the shares of Common Stock issued upon the conversion of the Note, as adjusted in accordance with this Warrant. Notwithstanding the foregoing, in the event that exercise of this Warrant, aggregated with any shares issued by the Company in connection with (x) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of November 13, 2018 among the Company and the person or entities listed on Schedule I thereto (including this Warrant), (y) the conversion of the Company’s promissory notes and the exercise of the warrants issued pursuant to a Note and Warrant Purchase Agreement dated as of January 8, 2019, among the Company and the person or entities listed on Schedule I thereto, and (z) the Purchase Agreement dated as of February 27, 2019 (such shares issued or issuable pursuant to (x), (y) and (z), the “ Capped Shares ”), would result in the Company being required to issue an amount of Capped Shares that would represent more than 19.9% of the outstanding Common Stock of the Company, then only that portion of the shares of Common Stock resulting in the issuance of Capped Shares representing up to 19.9% of the outstanding Common Stock of the Company shall be exercised, and the remaining amount of the value shall be repaid in cash.”

 

1.2 Section 8(a) of the Warrant is hereby amended and restated in its entirety to read:

 

Determination of Exercise Price . The per share purchase price (the “Exercise Price”) for each of the Warrant Shares purchasable under this Warrant shall be equal to $8.55.

 

 

1

 
 

 

2. Miscellaneous

 

2.1 Except as expressly set forth in this Amendment, (i) the Warrant shall continue in full force and effect and (ii) the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of the parties hereto under the Warrant, as in effect prior to the date hereof.

 

2.2 This Amendment and any controversy arising out of or relating to this Amendment shall be governed by and construed in accordance with the internal laws of the State of Delaware, without regard to conflict of law principles that would result in the application of any law other than the law of the State of Delaware.

 

2.3 This Amendment may be executed and delivered in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

 

[Signature Page Follows]

 

 

2

 
 

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.

 

 

THE COMPANY:

LOOP INDUSTRIES, INC.,

a Nevada corporation

       
By:  

 

 

Daniel Solomita

 
   

Chief Executive Officer

 
       

 

AGREED AND ACKNOWLEDGED:

 

[ ]

     
By:

 

Name:

 
 

Title:

 

 

SIGNATURE PAGE TO WARRANT AMENDMENT

  

 

3