Loop Industries Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On December 12, 2024, Loop Industries, Inc. (the “Company” or “Loop”) entered into an Amended and Restated Share Purchase Agreement (the “Amended Agreement”) with Reed Management SAS (“Reed”), which amends the original Share Purchase Agreement dated May 30, 2024 previously reported by the Company in a current report on Form 8-K filed on June 4, 2024. To facilitate the closing of the transactions contemplated by the Amended Agreement, a simplified joint-stock company is in the process of being incorporated under French law (“Loop Europe”), which is expected to be owned 90% by Reed and 10% by Loop.
The Amended Agreement provides, among other things:
| · | Upon the closing, Loop will sell and issue a number of shares of convertible preferred stock of the Company to Loop Europe for aggregate gross proceeds of €10 million, which will occur simultaneously with Loop Europe’s issuance of corporate bonds to Reed in the amount of €10 million; |
| · | Upon or prior to the closing, Loop Europe will pay Loop the first royalty tranche of €10 million under a license agreement to be entered into between Loop, as licensor, and Loop Europe, as licensee, which agreement will grant a non-transferable, non-exclusive, royalty-bearing license to use Loop’s technology, which may only be implemented once and for a single facility, with the right to grant one sublicense. |
The closing of the transactions is subject to the fulfillment of customary closing conditions, including the completion of the incorporation of Loop Europe and the delivery of executed transaction documents related to the issuance of the convertible preferred stock and the grant of the license. The Company currently anticipates that the transactions will close within seven business days following the incorporation of Loop Europe.
INFORMATION RELATING TO FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements describe future expectations, plans, results, or strategies and are generally identified by words such as “anticipates,” “expects,” “may,” “plans,” or “will.” These forward-looking statements include, but are not limited to, statements regarding Loop’s expectations that the proposed transactions contemplated by the Amended Agreement will close within the anticipated timeline and that the expected benefits of the transactions will be realized. Although Loop believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to be correct. Factors that could cause actual results or events to differ materially from those reflected in Loop’s forward-looking statements include, among others, the risk that the incorporation of Loop Europe may be delayed, that the closing conditions under the Amended Agreement may not be satisfied, or that the proposed transactions may not be completed for other reasons. Other risks and uncertainties include those detailed in Loop’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the year ended February 29, 2024, and subsequent filings. Loop undertakes no obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, except as required by law.
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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.
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Date: December 18, 2024 | By: | /s/ Fady Mansour |
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| Fady Mansour |
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| Chief Financial Officer |
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