Loop Media Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation, Financial Statements and Exhibits
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Item 1.01. Entry into a Material Definitive Agreement.
Agile Capital Finding, LLC
On October 14, 2024 (the “Agile Agreement Effective Date”), Loop Media, Inc., a Nevada corporation (the “Company”), and Retail Media TV, Inc., a Nevada corporation and wholly-owned subsidiary of the Company (“Retail Media”), entered into a Subordinated Business Loan and Security Agreement (the “Agile Agreement”) with Agile Capital Funding, LLC, a Virginia limited liability company (the “Agile Lender”), and Agile Capital Funding, LLC, as collateral agent (the “Agile Collateral Agent”). The Agile Agreement provides for the issuance by the Company of a Subordinated Secured Promissory Note in the principal amount of $388,500.00 (the “Agile Note”). Principal and interest in the aggregate amount of $559,440.00 under the Agile Note shall be repaid in weekly payments of $17,482.50 commencing on October 21, 2024, and shall be repaid on or before the maturity date, which is thirty-two (32) weeks from the Agile Agreement Effective Date, or May 26, 2025 (the “Agile Note Maturity Date”). The Agile Note may be prepaid prior to the Agile Note Maturity Date, subject to a prepayment fee equal to the aggregate and actual amount of interest remaining to be paid through the Agile Note Maturity Date. Payment under the Agile Note is expressly subordinated to the Company’s obligations on certain senior indebtedness of the Company in existence prior to the Agile Agreement Effective Date, as further provided in the Agile Agreement. The Company granted the Agile Collateral Agent a security interest, for the benefit of the Agile Lender, in certain properties, rights and assets of the Company, as set forth in the Agile Agreement.
The Company agreed to certain covenants under the Agile Agreement, including but not limited to delivery of certain financial statements and providing the Agile Lender with prompt notice upon the occurrence of certain events as set forth in the Agile Agreement. The Company also agreed to certain negative covenants, including but not limited to the creation of additional liens with respect to the collateral and the sale of assets outside of the ordinary course of business, without the prior written consent of the Agile Lender.
The Agile Agreement provides for certain standard events of defaults, including but not limited to the (i) failure to make any required payment under the Agile Note, (ii) occurrence of a material adverse change in the business, operations, or condition of the Company or the Company and its subsidiaries, as a whole, and (iii) the filing of any notice of a lien, levy, or assessment against the Company or its material subsidiaries by any government agency. In addition to the fixed per annum rate that is otherwise applicable under the Agile Note, a default interest rate of 5% will become effective upon the occurrence of an event of default under the Agile Note.
The foregoing descriptions of the Agile Agreement and the Agile Note are not complete and are qualified in their entirety by reference to the full text of such agreements, the forms of which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.
1800 Diagonal Lending, LLC – Promissory Note and Bridge Note
On October 11, 2024, the Company entered into a Securities Purchase Agreement (the “1800 Diagonal Promissory Note Agreement”) with 1800 Diagonal Lending, LLC (the “1800 Diagonal Lender”), pursuant to which the 1800 Diagonal Lender made a loan to the Company, evidenced by a Promissory Note in the aggregate principal amount of $138,000.00, including an original issue discount of $23,000.00 (the “1800 Diagonal Promissory Note”).
Under the 1800 Diagonal Promissory Note, the Company is required to make ten (10) payments of $15,180.00, which includes a one-time interest charge of ten percent (10%) ($13,800.00). The first payment is due on November 15, 2024, with nine subsequent payments due each month thereafter. The 1800 Diagonal Promissory Note is not secured by any collateral. The 1800 Diagonal Promissory Note matures on August 15, 2025, and contains customary events of default.
On October 11, 2024, the Company entered into a second Securities Purchase Agreement with the 1800 Diagonal Lender (the “1800 Diagonal Bridge Note Agreement,” and together with the 1800 Diagonal Promissory Note Agreement, the “1800 Diagonal Agreements”) pursuant to which the 1800 Diagonal Lender made a second loan to the Company, evidenced by a Bridge Note in the aggregate principal amount of $49,200.00, including an original issue discount of $23,000.00 (the “1800 Diagonal Bridge Note,” and together with the 1800 Diagonal Promissory Note, each a “1800 Diagonal Note” and collectively, the “1800 Diagonal Notes”).
Under the 1800 Diagonal Bridge Note, the Company is required to make an initial payment of $27,552.00, which includes a one-time interest charge of twelve percent (12%) ($5,904.00), on April 15, 2025, with four (4) subsequent payments of $6,888.00 due each month thereafter. The 1800 Diagonal Bridge Note is not secured by any collateral. The 1800 Diagonal Bridge Note matures on August 15, 2025, and contains customary events of default.
The 1800 Diagonal Agreements contain certain customary representations, warranties, and covenants made by the Company.
Upon the occurrence and during the continuation of any such event of default, the respective 1800 Diagonal Note will become immediately due and payable, and the Company is obligated to pay to the 1800 Diagonal Lender an amount equal to 150% times the sum of (w) the then outstanding principal amount of the respective 1800 Diagonal Note plus (x) accrued and unpaid interest on the unpaid principal amount of such 1800 Diagonal Note to the date of payment plus (y) default interest at twenty-two percent (22%) per annum on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the 1800 Diagonal Lender pursuant to Article IV of each of the 1800 Diagonal Notes (amounts set forth in clauses (w), (x), (y) and (z) are collectively referred to as the “Default Amount”). If an event of default under a respective 1800 Diagonal Note occurs, the 1800 Diagonal Lender has the right to convert the balance owed pursuant to the respective 1800 Diagonal Note, including the Default Amount, into shares of common stock of the Company (“Common Stock”) at a conversion price equal to seventy percent (70%) of the average of the three (3) lowest trading prices for the Common Stock during the fifteen (15) trading days prior to the conversion date, provided that the 1800 Diagonal Lender and its affiliates may not own greater than 4.99% of the Company’s outstanding shares of Common Stock at any time, as set forth in each of the 1800 Diagonal Notes.
The Company received funding under the 1800 Diagonal Notes on October 16, 2024, and intends to use the proceeds from the Note for general working capital purposes.
The foregoing descriptions of the 1800 Diagonal Promissory Note, the 1800 Diagonal Promissory Note Agreement, the 1800 Diagonal Bridge Note and the 1800 Diagonal Bridge Note Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text of each document, attached hereto as Exhibits 4.2, 10.2, 4.3 and 10.3, respectively, and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K regarding the Agreement and Loan is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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: October 18, 2024 | LOOP MEDIA, INC. | |
| By: | /s/ Justis Kao | |
| Justis Kao, Chief Executive Officer | ||