Loop Industries, Inc. (Form: 8-K, Received: 06/14/2019 16:02:26)

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 14, 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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨

Pre-commencement communication 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

LOOP

Nasdaq Global Market

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

As previously announced, on May 29, 2019, Loop Industries, Inc. (the “ Company ”) entered into that certain Securities Purchase Agreement by and among the Company, Northern Private Capital Fund I Limited Partnership, an accredited investor (the “ Purchaser ”), and Daniel Solomita (“ Solomita ”), in his individual capacity and solely for the purposes of the Voting Arrangement (as defined below) (the “ SPA ”). On June 14, 2019, the parties to the SPA entered into an amendment to such SPA (the “ Amendment ”). Pursuant to the Amendment, the Purchaser has the right to nominate one director to be appointed to the Company’s board of directors and Solomita has agreed to vote all shares of Common Stock he then owns or has control over to elect such director (the “ Voting Arrangement ”) for as long as Northern Private Capital Fund I Limited Partnership, individually or in the aggregate with any other fund managed by Northern Private Capital Ltd. (collectively, “ NPC ”), holds at least a number of shares of the Company’s common stock (the “ Common Stock ”) equivalent to ten percent (10%) of the number of shares of Common Stock issued and outstanding (the “ Nomination Threshold ”), or, to the extent that the Company issues shares of Common Stock such that the ownership of NPC falls below ten percent (10%) of the number of shares of Common Stock issued and outstanding, and NPC have not sold or transferred any shares (other than sales or transfers among NPC), then the Nomination Threshold would be reduced proportionately to reflect the percentage by which NPC will have been diluted, provided that the Nomination Threshold will not be lower than eight percent (8%).

Item 8.01. Other Events.

On June 14, 2019, the Company issued a press release announcing the closing of the registered direct offering of an aggregate of 4,093,567 shares of the Company’s common stock at a per share purchase price of $8.55 per share, for aggregate net proceeds of approximately $34.6 million, after deducting estimated offering expenses payable by the Company of approximately $400,000, and of the issuance to the Purchaser of options to purchase up to an additional 4,093,567 shares of the Company’s common stock at an exercise price of $11.00 per share, which will vest on December 15, 2019 and are exercisable for three years following the closing date of the Offering. A copy of this press release is furnished hereto as Exhibit 99.1.

The issuance and sale of the Shares is registered under the Securities Act of 1933 (the “ Securities Act ”) pursuant to the Company’s Registration Statement on Form S-3 (No. 333-226789), which was declared effective by the Securities and Exchange Commission (the “ SEC ”) on August 10, 2018, supplemented by a prospectus supplement dated May 29, 2019 and filed with the SEC pursuant to Rule 424(b)(5) under the Securities Act. The Securities may only be offered by means of a prospectus. Copies of the prospectus and prospectus supplement can be obtained directly from the Company’s website at http://www.loopindustries.com/en/investors/sec and at the SEC’s website at www.sec.gov. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.

The information set forth in this Item 8.01 is intended to be furnished under Item 8.01 of Form 8-K (Other Events). This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”), or otherwise subject to the liabilities of that section. In addition, this information shall not be incorporated by reference into any registration statement filing under the Securities Act or the Exchange Act, regardless of any general incorporation language in such filing.

Investors and others should note that we announce material financial information to our investors using our investor relations web site (http://www.loopindustries.com/en/investors/home), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our members and the public about our company, our services and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the United States social media channels listed on our investor relations web site.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		Amendment to Securities Purchase Agreement dated June 14, 2019 between Loop Industries, Inc. and the Purchaser identified therein.
99.1		Press Release dated June 14, 2019

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: June 14, 2019	By:	/s/ Daniel Solomita
		Daniel Solomita
		Chief Executive Officer and President

EXHIBIT 10.1

AMENDMENT NO. 1 TO

SECURITIES PURCHASE AGREEMENT

This Amendment No. 1 (the “ Amendment ”) to the securities purchase agreement (the “ Securities Purchase Agreement ”), by and among Loop Industries, Inc., a Nevada corporation (the “ Company ”), the purchaser identified on the signature pages thereto (including its successors and assigns, the “ Purchaser ”), and Daniel Solomita solely for the purposes of and in accordance with Section 6.3 of the Securities Purchase Agreement, in his individual capacity (“ Solomita ”), is made and entered into effective as of June __, 2019, by and among the Company and the Purchaser. Capitalized terms used in this Amendment that are not otherwise defined herein shall have the respective meanings assigned to them in the Securities Purchase Agreement.

RECITALS

A. The Securities Purchase Agreement contemplates that the Company will issue and sell to the Purchaser thereunder an aggregate of 4,093,567 Shares and Options to purchase up to 4,093,567 Option Shares.

B. Section 7.5 of the Securities Purchase Agreement provides that any term thereof may be amended by a written instrument referencing the Purchase Agreement and signed by the Company and Purchaser, and solely with regard to Section 6.3, Solomita.

C. The Company and the Purchaser desire to amend the Securities Purchase Agreement as set forth herein.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants and agreements contained in this Amendment, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser hereby agree as follows:

AGREEMENT

1. Amendment of Section 1.1(a) . Section 1.1 of the Securities Purchase Agreement is amended to include the definition set forth below:

“ Nomination Threshold ” shall have the meaning ascribed to such term in Section 6.1(a).

“ NPC ” shall have the meaning ascribed to such term in Section 6.1(a).

2. Amendment of Section 6.1(a) . Section 6.1(a) of the Securities Purchase Agreement is amended and restated in its entirety as set forth below:

“(a) The Purchaser shall have the right pursuant to the terms and subject to the provisions of this Article 6, to designate one (1) Nominee (the “ Purchaser Nominee ”), so long as Northern Private Capital Fund I Limited Partnership, individually or in the aggregate with any other fund managed by Northern Private Capital Ltd. (collectively, “ NPC ”), beneficially own, directly or indirectly and in the aggregate, at least a number of shares of Common Stock equivalent to ten percent (10%) of the number of shares of Common Stock issued and outstanding (such percentage being the “ Nomination Threshold ”). To the extent that the Company issues shares of Common Stock such that the ownership of NPC falls below ten percent (10%) of the number of shares of Common Stock issued and outstanding, and NPC have not sold or transferred any shares (other than sales or transfers among NPC), the Nomination Threshold shall be reduced proportionately to reflect the percentage by which NPC will have been diluted, provided that in no event will the Nomination Threshold be lower than eight percent (8%). The right to designate the Purchaser Nominee shall be referred to as a “Nomination Right.”

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3. Company Representations . The Company hereby represents and warrants to the Purchaser that this amendment is required by The Nasdaq Global Market to comply with its listing standards and the Purchaser has not and will not receive any consideration in connection with the amendment of the Securities Purchase Agreement.

4. Miscellaneous .

(a) Effect of Amendment . Except as specifically set forth herein, the Securities Purchase Agreement shall remain unchanged and shall continue in full force and effect.

(b) 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.

(c) 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.

(d) Headings . The headings of sections herein are inserted for convenience of reference only and shall be ignored in the construction or interpretation hereof

(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. )

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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)

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

PURCHASER:

By:

Name:

(Signature Page to Amendment)

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EXHIBIT 99.1

Loop Industries Announces Closing of $35.0 Million Registered Direct Offering to Finance Next Phase of Growth Strategy

MONTREAL, Qc – June 14, 2019 (GLOBE NEWSWIRE) -- Loop Industries, Inc. (Nasdaq:LOOP) (“Loop” or the “Company”), a leading sustainable plastics technology innovator, today announced the closing of its previously announced registered direct offering of 4,093,567 shares of common stock of the Company to Northern Private Capital (“NPC”), at a purchase price per share of $8.55, for gross proceeds of approximately $35.0 million before professional fees giving NPC 10.5% ownership in the Company’s common equity. In addition, the Company has granted NPC a 3-year option that will vest in six months to acquire an additional 4,093,567 shares of common stock of the Company at $11.00 per share which would result in further net proceeds of approximately $45.0 millon.

After deducting professional fees, the Company received net proceeds of approximately $34.6 million. Loop intends to use the net proceeds from this offering to fund its equity commitments for the construction of its first commercial manufacturing facility within its joint venture with Indorama Ventures Limited, as well as general corporate purposes which includes continued investment in R&D for further innovation and funding ongoing operations.

The shares of common stock are being offered pursuant to a shelf registration statement on Form S-3 under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") which was originally filed on August 10,2018, and the base prospectus contained therein. For purposes of compliance with the Securities Act, the offering of the shares of common stock is being made only by means of a prospectus supplement that forms a part of the registration statement. A final prospectus supplement and accompanying base prospectus relating to the shares of common stock being offered will be filed with the SEC. Copies of the final prospectus supplement and accompanying base prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov. The shares of common stock have not been qualified by prospectus under the securities laws of any province or territory of Canada and are being offered and sold in Canada pursuant to an exemption from the prospectus requirements of Canadian securities laws.

About Loop Industries, Inc.

Loop Industries, Inc. is a technology and licensing company whose mission is to accelerate the world's shift toward sustainable plastic and away from our dependence on fossil fuels. Loop owns patented and proprietary technology that depolymerizes no and low value waste PET plastic and polyester fiber, including plastic bottles and packaging, carpet and polyester textile of any colour, transparency or condition and even ocean plastics that have been degraded by the sun and salt, to its base building blocks (monomers). The monomers are filtered, purified and repolymerized to create virgin-quality Loop™ branded PET plastic resin and polyester fiber suitable for use in food-grade packaging to be sold to consumer goods companies to help them meet their sustainability objectives. Through our customers and production partners, Loop is leading a global movement toward a circular economy by raising awareness of the importance of preventing and recovering waste plastic from the environment to ensure plastic stays in the economy for a more sustainable future for all.

Common shares of the Company are listed on the Nasdaq Global Market under the symbol "LOOP."

For more information, please visit www.loopindustries.com. Follow us on Twitter: @loopindustries, Instagram: loopindustries, Facebook: www.facebook.com/Loopindustrie/ and LinkedIn: www.linkedin.com/company/loop-industries/.

About Northern Private Capital

Based in Toronto, Northern Private Capital focuses on full and partial control equity investments in North America and the United Kingdom. NPC invests in growth companies with great management and proven, proprietary technology across a range of industries. NPC is currently investing out of Northern Private Capital Fund I Limited Partnership and is the investment vehicle of CFFI Ventures, a company owned and controlled by John Risley.

Forward-Looking Statements

This news release contains "forward-looking statements." Such statements may be preceded by the words "intends," "may," "will," "plans," "expects," "anticipates," "projects," "predicts," "estimates," "aims," "believes," "hopes," "potential" or similar words. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond Loop's control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with (i) commercialization of our technology and products, (ii) our status of relationship with partners, (iii) development and protection of our intellectual property and products, (iv) industry competition, (v) our need for and ability to obtain additional funding, (vi) building our manufacturing facility, (vii) and our ability to sell our products in order to generate revenues, (viii) our proposed business model and our ability to execute thereon, (ix) adverse effects on the Company's business and operations as a result of increased regulatory, media or financial reporting issues and practices, rumors or otherwise, and (x) other factors discussed in our subsequent filings with the SEC. More detailed information about Loop and the risk factors that may affect the realization of forward-looking statements is set forth in our filings with the Securities and Exchange Commission (SEC). Investors and security holders are urged to read these documents free of charge on the SEC's web site at http://www.sec.gov. Loop assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.

For More Information:

CONTACT:

Loop Industries:

Nelson Gentiletti

Chief Operating and Chief Financial Officer

450-951-8555 ext. 223

ngentiletti@loopindustries.com

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	LOOP	Nasdaq Global Market

	COMPANY: LOOP INDUSTRIES, INC. a Nevada corporation

	By:
	Name:	Daniel Solomita
	Title:	Chief Executive Officer