As filed with the Securities and Exchange Commission on
August 10, 2018October 8, 2019
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
REGISTRATION STATEMENT
Under
The Securities Act of 1933
LOOP INDUSTRIES, INC.
(Exact name of Registrant as specified in its charter)
LOOP INDUSTRIES, INC.
Nevada | 4813 | 27-2094706 |
(Exact name of Registrant as specified in its charter)
|
Nevada
| | 4813
| | 27-2094706
|
(State or other jurisdiction of
incorporationofincorporation or organization) | | (Primary Standard Industrial
ClassificationIndustrialClassification Code Number) | | (I.R.S. Employer
IdentificationEmployerIdentification Number) |
Terrebonne, Québec, Canada, J6Y 1Y4
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)
Daniel Solomita,
President and Chief Executive Officer
Terrebonne, Québec, Canada, J6Y 1Y4
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Wilson Sonsini Goodrich & Rosati 1301 Avenue of the Americas (212) 999-5800 | 1980 Festival Plaza Drive, Suite 900 (702) 471-7000 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
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If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
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If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.
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If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer | ☐ | Accelerated Filerfiler | ¨
| | Accelerated Filer
| x ☒ |
Non-Accelerated Filer
Non-accelerated filer | ¨
☐ | Smaller reporting company | ☒ |
| (Do not check if a smaller reporting company) | Smaller ReportingEmerging Growth Company
| ¨
|
| | | Emerging growth company
| ¨
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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.
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered | | Amount to be
Registered
(1)(2) | | | Proposed Maximum
Offering Price
Per Share
(1)(2)(3) | | | Proposed
Maximum Aggregate
Offering Price
(1)(2)(3) | | | Amount of
Registration Fee | |
Primary Offering: | | | | | | | | | | | | |
Common Stock, $0.0001 par value per share | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
Preferred Stock, $0.0001 par value per share | | | - | | | | - | | | | - | | | | - | |
Debt Securities | | | - | | | | - | | | | - | | | | - | |
Total Primary Offering | | $ | 100,000,000 | | | | - | | | $ | 100,000,000.00 | | | $ | 12,450.00 | (5) |
Secondary Offering: | | | | | | | | | | | | | | | | |
Common Stock, $0.0001 par value per share | | | 5,482,356 shares | | | $ | 9.66 | (6) | | $ | 52,959,558.96 | | | $ | 6,593.47 | |
Total Registration Fee | | | | | | | | | | $ | 152,959,558.96 | | | $ | 19,043.47 | |
______________(1) | Pursuant to Rule 457(i) under the Securities Act of 1933, as amended, or the Securities Act, with respect to the primary offering, the securities registered hereunder include such indeterminate (a) number of shares of common stock, (b) number of shares of preferred stock, and (c) debt securities, consisting of some or all of these securities, as may be sold from time to time by the registrant. With respect to the primary offering, there are also being registered hereunder an indeterminate number of shares of common stock, preferred stock and debt securities as shall be issuable upon conversion, exchange or exercise of any securities that provide for such issuance. Subject to Rule 462(b) under the Securities Act, with respect to the primary offering, in no event will the aggregate maximum offering price of all securities sold pursuant to this registration statement exceed $100,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies. |
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(2) | Pursuant to Rule 416 under the Securities Act, this registration statement shall also cover such indeterminate number of shares of common stock, debt securities convertible into common stock and such shares of common stock or preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. |
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(3) | The proposed maximum per unit and aggregate offering prices per class of securities with respect to the primary offering will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act. |
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(4) | Securities registered hereunder with respect to the primary offering may be sold separately or as units with other securities registered hereby, with such units consisting of some or all of the securities listed above, in any combination, including common stock, preferred stock and debt securities. |
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(5) | With respect to the primary offering, calculated pursuant to Rule 457(o) under the Securities Act. |
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(6) | Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act and computed pursuant to Rule 457(c) under the Securities Act based on the average of the high and low prices of the registrant’s common stock on the NASDAQ Global Market on August 3, 2018. |
Title of Each Class of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee |
| Common Stock, $0.0001 par value per share | 2,081,451 shares | $12.50
| $26,018,137.50
| $3,377.15
|
| Total Registration Fee | | | $26,018,137.50
| $3,377.15
|
(1)
This registration statement registers the shares of Loop Industries, Inc. Common Stock (the “Common Stock”) issued and issuable (A) upon conversion of (i) convertible notes issued on November 13, 2018 and January 3, 2019 (the “2018 Convertible Notes”) at a conversion price of $8.55 per share, (ii) warrants to acquire an additional 50% of the shares issued upon the conversion of the 2018 Convertible Notes at a conversion price of $8.55 per share, (iii) convertible notes issued on January 15, 2019 and January 21, 2019 (the “2019 Convertible Notes”) at a conversion price of $8.10 per share, and (iv) warrants to acquire an additional 50% of the shares issued upon the conversion of the 2019 Convertible Notes at a conversion price of $9.32 per share; and (B) pursuant to a settlement agreement and release that we entered into with certain of the Selling Stockholders on February 25, 2019. Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement is also registering an indeterminate number of shares of Common Stock that may be issued as a result of stock splits, stock dividends or similar transactions.
(2)
Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based upon a $12.50 per share average of high and low prices of the registrant’s Common Stock as reported on The Nasdaq Global Market on October 7, 2019.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.
The information in this prospectus is not complete and may be changed.
We and theThe selling stockholders may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and
it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion. Dated , 2018.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
5,482,356
SUBJECT TO COMPLETION, DATED OCTOBER 8, 2019.
2,081,451 Shares of OurCommon Stock
Offered by Selling Stockholders
This prospectus relates to an aggregate of up to 2,081,451 shares of our Common Stock, Offeredpar value $0.0001 per share, that we have issued to certain of the Selling Stockholders, and that we have issued or may issue upon conversion or exercise of certain of our notes or warrants, as applicable, and that may be resold from time to time from Selling Stockholders named in this prospectus. The registration of the offer and sale of the shares of Common Stock covered by this prospectus does not necessarily mean that any of the shares of Common Stock will be offered or sold by the Selling Stockholders.
We will receive no proceeds from any sale or disposition of the shares of our Common Stock registered hereunder that are sold by the Selling Stockholders,
We may from time or interests therein, but we have agreed to time in one or more offerings offer and sell up to an aggregate amount of $100,000,000 common stock, preferred stock or debt securities in any combination of the foregoing.
In addition, the selling stockholders may from time to time offer and sell up to 5,482,356 shares of our common stock. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.
pay certain registration expenses.
Our
common stockCommon Stock is listed on the
NASDAQNasdaq Global Market under the symbol
“LOOP”.“LOOP.” On
August 3, 2018,October 7, 2019, the reported closing sale price of our
common stockCommon Stock on the
NASDAQNasdaq Global Market was
$9.66$12.29 per share.
The
preferred stock and debt securities describedSelling Stockholders identified in this prospectus,
have not been approved for listing on any market or
exchange, and we have not made any application for such listing.This prospectus describes the general terms of the securities wetheir permitted transferees or other successors-in-interest, may offer and the general manner in which we may offer these securities. Eachshares from time we sell securities described herein, and in certain cases where oneto time through public or more selling stockholders sell securities pursuantprivate transactions at prevailing market prices, at prices related to this prospectus, weprevailing market prices, or the selling stockholders, as applicable, willat privately negotiated prices. We provide prospective investors with a supplement to this prospectus that will contain specificadditional information about how the termsSelling Stockholders may sell their shares of that offering, includingCommon Stock in the specific amounts, prices and termssection entitled “Plan of the securities offered. Such prospectus supplements may also add, update or change information contained inDistribution” beginning on page 13 of this prospectus. The applicable prospectus supplementWe will contain information, where applicable, as tonot be paying any other listing on the NASDAQ Global Marketunderwriting discounts or selling commissions in connection with any other securities market or other exchange with respect to the securities covered by such prospectus supplement. You should carefully readoffering of Common Stock under this prospectus and any applicable prospectus supplement, together with the documents we incorporate by reference, before you invest.
prospectus.
Investing in our securitiesCommon Stock involves risks. Please carefully read the information under the headings “Risk Factors” beginning on page 45 of this prospectus and “Item 1A-Risk1A—Risk Factors” of our most recent report on Form 10-K or 10-Q that is incorporated by reference in this prospectus before you invest in our securities.Common Stock.
Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
These securities may be offered and sold to or through one or more underwriters, dealers and agents, or directly to purchasers, on a continuous or delayed basis. If underwriters, dealers, or agents are used to sell the securities, we will name them and describe their compensation in a prospectus supplement. In addition, the underwriters may overallot a portion of the securities.
Page
ABOUT THIS PROSPECTUS
This prospectus relates to the offer and the sale by us of any combination of the securities described in this prospectus for an aggregate offering price of up to $100,000,000. This prospectus also relates to the offer and the sale of up to 5,482,356 of our shares of common stock by the selling stockholders identified in this prospectus. We will not receive any of the proceeds from the sale of shares of our common stock by the selling stockholders.
This prospectus is part of a registration statement on Form S-3 that we filed with the United States Securities and Exchange Commission or the SEC, using a “shelf” registration process.(the “SEC”). Under this shelf process, weregistration statement, the Selling Stockholders may sell, at any time and from time to time, offer or sell any combination of the securities described in this prospectus in one or more offerings. In addition, under this shelf process, the selling stockholders may, from time to time, offer and sellofferings, up to an aggregate2,081,451shares of 5,482,356Common Stock. We will not receive any of the proceeds from the sale of shares of our common stock in one or more offerings.This prospectus provides you with a general description ofCommon Stock by the securitiesSelling Stockholders.
You should not assume that
we may offer. Each time we sell securities described herein, and in certain cases where one or more selling stockholders sell securities pursuant to this prospectus, we or the
selling stockholders, as applicable, will provide prospective investors with a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered. The prospectus supplement may also add to, update or change information contained in this prospectus
and, accordingly,is accurate on any date subsequent to the
extent inconsistent,date set forth on the front cover of this prospectus or that any information
we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of Common Stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus,
is supersededincluding the documents incorporated by
reference therein, in making your investment decision. You should also read and consider the information in the
prospectus supplement. You should carefully read both this prospectus and any accompanying prospectus supplement, together withdocuments to which we have referred you under the
information incorporated by reference and any other offering materials. Seecaptions “Where You Can Find More Information” and “Information Incorporated by
Reference.”You should only rely on the information contained or incorporated by referenceReference” in this prospectus andprospectus.
We have not authorized any
prospectus supplementdealer, salesman or
free writing prospectus relating to a particular offering. Noother person
has been authorized to give any information or
to make any
representations in connection with this offeringrepresentation other than those contained or incorporated by reference in this
prospectus. You must not rely upon any information or representation not contained or incorporated by reference in this prospectus. This prospectus
any accompanying prospectus supplement and any related free writing prospectus in connection with the offering described herein and therein. Neither this prospectus nor any prospectus supplement nor any related free writing prospectus shalldoes not constitute an offer to sell or
athe solicitation of an offer to buy
offered securities inany of our shares of Common Stock other than the shares of our Common Stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any shares of Common Stock any jurisdiction
in whichto any person to whom it is unlawful
for such person to make such
an offeringoffer or
solicitation. This prospectus does not contain all of the information includedsolicitation in
the registration statement. For a more complete understanding of the offering of the securities, you should refer to the registration statement, including its exhibits.You should read the entire prospectus and any prospectus supplement and any related free writing prospectus, as well as the documents incorporated by referencesuch jurisdiction. Persons who come into this prospectus or any prospectus supplement or any related free writing prospectus, before making an investment decision. Neither the deliverypossession of this prospectus orin jurisdictions outside the United States are required to inform themselves about, and to observe, any prospectus supplement or any free writing prospectus nor any sale made hereunder shall under any circumstances imply that the information contained or incorporated by reference herein or in any prospectus supplement or free writing prospectus is correctrestrictions as of any date subsequent to the date hereof or of such prospectus supplement or free writing prospectus, as applicable. You should assume thatoffering and the information appearing in this prospectus, any prospectus supplement or any document incorporated by reference is accurate only as of the date of the applicable documents, regardless of the time of deliverydistribution of this prospectus or any sale of securities. Our business, financial condition, results of operations and prospects may have changed since that date.
applicable to those jurisdictions.
For investors outside the United States: Neither us nor the
selling stockholdersSelling Stockholders have done anything that would permit our public offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the
securitiesshares of Common Stock and the distribution of this prospectus outside of the United States.
PROSPECTUS SUMMARY
This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our securities, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus captioned “Risk Factors” in this prospectus, the financial statements and related notes and other information that we incorporate by reference herein, including our most recent report on Form 10-K or on Form 10-Q. Unless
Except where the context otherwise requires
or where otherwise indicated, the terms
“Loop Industries, Inc.,“we,” “us,” “our,” “Loop Industries,”
“Loop,”“Loop” and “the
company,” “we,” “us”company” refer to Loop Industries, Inc., a Nevada corporation, and
“our” in this prospectusits consolidated subsidiaries. References to the “Selling Stockholders” refer to the
consolidated operations of Loop Industries, Inc. and its consolidated subsidiaries as a whole.Loop Industries, Inc.
Overview
We are an innovative technology company focused on sustainability. Our mission is to accelerate the world’s shift toward sustainable plastic and away from its dependence on fossil fuels, enabling a truly circular economy. Our patented, tertiary PET/polyester recycling technology decouples plastic from fossil fuels, depolymerizing waste PET plastic and polyester fiber into its base building blocks. The resulting monomers are then polymerized into virgin-quality PET plastic that meets FDA requirements for use in food-grade plastic packaging, such as water and soda bottles, and polyester fiber for textile applications.
Our technology allows for low value and no value waste PET plastic and polyester fibers such as carpets and clothing to be upcycled into high value PET/polyester packaging for consumer goods companies. Our zero energy depolymerization technology specifically targets PET/polyester, allowing for the removal of all waste impurities, such as colors/dyes, labels and non-PET plastic waste. We believe this provides us with an innovative technology to help achieve our mission.
Corporate Information and History
We were originally incorporated in Nevada in March 2010stockholders listed herein under the name Radikal Phones Inc., which was changed to First American Group Inc. in October 2010. On July 29, 2015, we completed a reverse acquisitionheading “Selling Stockholders” and each of Loop Holdings, Inc., whereby we acquired all of its issued and outstanding common shares in a share exchange for approximately 78.1% of the capital stock of our company at the time. The depolymerization business of Loop Holdings, Inc. became our sole operating business. On June 22, 2015, our board of directors approved a change in the fiscal year end date from September 30 to the last day of February. On July 21, 2015 we changed our name to Loop Industries, Inc. Loop Holdings, Inc. was originally incorporated in Nevada on October 23, 2014. On March 9, 2017, Loop Holdings, Inc. merged with and into us.
Our principal executive offices are located at 480 Fernand-Poitras Street, Terrebonne, Québec J6Y 1Y4 Canada. Our telephone number is (450) 951-8555. Our website address is http://www.loopindustries.com. The information contained on,their donees, pledgees, transferees or that can be accessed through, our website is not incorporated by reference in this prospectus and should not be considered to be part of this prospectus.
other successors-in-interest.
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2 | PROSPECTUS SUMMARY This summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus. It does not contain all of the information that may be important to you and your investment decision. Before investing in our Common Stock, you should carefully read this entire prospectus, including the matters set forth under the sections of this prospectus captioned “Risk Factors” in this prospectus, the financial statements and related notes and other information that we incorporate by reference herein, including our most recent report on Form 10-K or on Form 10-Q. Unless the context otherwise requires, the terms “Loop Industries, Inc.,” “Loop Industries,” “Loop,” “the company,” “we,” “us” and “our” in this prospectus refer to the consolidated operations of Loop Industries, Inc. and its consolidated subsidiaries as a whole. Loop Industries, Inc. Overview Loop 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 color, 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 commercializing a leading-edge technology which will ensure plastic stays in the economy for a more sustainable future for all. Our Technology The power of our technology lies in its ability to divert and recover what is currently considered plastic waste from landfills, rivers, oceans and natural areas for use as feedstock to create new, sustainable, infinitely recyclable Loop™ PET plastic resin and polyester fiber. We believe our technology can deliver a cost-effective and profitable virgin quality PET plastic resin suitable for use in food-grade packaging. Our Generation I technology process yielded polyethylene terephthalate (“PTA”) and monoethylene glycol (“MEG”), two common monomers of PET plastic, through depolymerization. While monomers were of excellent purity and strong yield, we continued to challenge ourselves to drive down cost and eliminate inputs. It was during this process that we realized we could eliminate water and chlorinated solvents from the purification process, reduce the number of reagents from five to two and reduce the number of purification steps from 12 to four, if we shifted from the production of PTA to the production of dimethyl terephthalate (“DMT”), another proven monomer of PET plastic that is far simpler to purify. Since June 2018, when we transitioned to our Generation II technology and our newly built industrial pilot plant, we continue to see consistently high monomer yields, excellent purity and improved conversion costs. This shift, from producing the monomer PTA to the monomer DMT was a pivotal moment for Loop. The Generation II technology is more cost-effective, easier to commercialize, more economical for our customers and requires less energy and fewer resource inputs than conventional PET production processes. We believe it to be one of the most environmentally sustainable methods for producing virgin quality food-grade PET plastic in the world.
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Table of Contents | |
The Securities We May Offer
We may offer or sell common stock, preferred stock and debt securities in one or more offerings and in any combination. The aggregate offering price of the securities sold by us pursuant to this prospectus will not exceed $100,000,000. In addition, the selling stockholders named in this prospectus may offer or sell, from time to time, up to 5,482,356 shares of our common stock. Each time we sell securities described herein, and in certain cases where one or more selling stockholders sell securities pursuant to this prospectus, we or the selling stockholders, as applicable, will provide prospective investors with a supplement to this prospectus that will contain specific information about the terms of that offering, including the specific amounts, prices and terms of the securities offered.
We or the selling stockholders may sell the securities to or through underwriters, dealers or agents, directly to purchasers or through a combination of any of these methods of sale or as otherwise set forth below under “Plan of Distribution.” We and the selling stockholders, as well as any agents acting on our or their behalf, reserve the sole right to accept and to reject in whole or in part any proposed purchase of securities. Any prospectus supplement will set forth the names of any underwriters, dealers, agents or other entities involved in the sale of securities described in that prospectus supplement and any applicable fee, commission or discount arrangements with them.
Common Stock
We may offer shares of our common stock, par value $0.0001 per share, either alone or underlying other registered securities convertible into our common stock. The selling stockholders may offer shares of our common stock, par value $0.0001 per share, to the extent such shares were issued and outstanding, or issuable upon exercise or conversion of securities issued and outstanding, prior to the original date of filing of the registration statement to which this prospectus relates. Holders of our common stock are entitled to receive dividends declared by our board of directors out of funds legally available for the payment of dividends, subject to rights, if any, of preferred stockholders. Each holder of common stock is entitled to one vote per share. The holders of common stock have no preemptive rights.
Preferred Stock
Our board of directors has the authority, subject to limitations prescribed by Nevada law, to issue preferred stock in one or more series, to establish from time to time the number of shares to be included in each series, and to fix or alter the rights, preferences and privileges of the preferred stock, along with any limitations or restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences of each class or series of preferred stock.
Each series of preferred stock will be more fully described in the particular prospectus supplement that will accompany this prospectus, including redemption provisions, rights in the event of our liquidation, dissolution or winding-up, voting rights and rights to convert into common stock.
Debt Securities
We may offer secured or unsecured obligations in the form of one or more series of debt securities, which may be senior, senior subordinated or subordinated obligations. Any subordinated debt securities generally will be entitled to payment only after payment of our senior debt. Senior debt generally includes all debt for money borrowed by us, except debt that is stated in the instrument governing the terms of that debt to be not senior to, or to have the same rank in right of payment as, or to be expressly junior to, the subordinated debt securities. We may issue debt securities that are convertible into shares of our common stock.
The debt securities will be issued under an indenture, as supplemented by a resolution of our board of directors, an officer’s certificate or a supplemental indenture, between us and a trustee. We have summarized the general features of the debt securities to be governed by the indenture. The indenture has been filed as an exhibit to the registration statement of which this prospectus forms a part. We encourage you to read the indenture. Instructions on how you can get copies of this document are provided under the heading “Where You Can Find More Information.”
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3 | To protect our technology, and in addition to the patents we hold for our Generation I (or “GEN I”) technology, we have patents pending for our Generation II (or “GEN II”) technology in various jurisdictions around the world. On April 9, 2019, the GEN II U.S. patent was formally approved and issued. Freedom to Operate searches have also been conducted that indicate no conflicts with any of our existing patents or applications and we adhere to rigorous internal data and confidentiality controls. Corporate Information and History We were originally incorporated in Nevada in March 2010 under the name Radikal Phones Inc., which was changed to First American Group Inc. in October 2010. On July 29, 2015, we completed a reverse acquisition of Loop Holdings, Inc., whereby we acquired all of its issued and outstanding common shares in a share exchange for approximately 78.1% of the capital stock of our company at the time. The depolymerization business of Loop Holdings, Inc. became our sole operating business. On June 22, 2015, our board of directors approved a change in the fiscal year end date from September 30 to the last day of February. On July 21, 2015 we changed our name to Loop Industries, Inc. Loop Holdings, Inc. was originally incorporated in Nevada on October 23, 2014. On March 9, 2017, Loop Holdings, Inc. merged with and into us. Our principal executive offices are located at 480 Fernand-Poitras Street, Terrebonne, Québec J6Y 1Y4 Canada. Our telephone number is (450) 951-8555. Our website address is http://www.loopindustries.com. The information contained on, or that can be accessed through, our website is not incorporated by reference in this prospectus and should not be considered to be part of this prospectus. THIS OFFERING The shares of Common Stock offered in this prospectus relate to the potential resale of an aggregate of 2,081,451 shares of Common Stock. Immediately following this offering, we will have 40,629,221 shares of Common Stock outstanding, assuming the conversion of all notes and exercise of all the warrants underlying the shares of Common Stock registered herein. The number of shares of our common stock outstanding after this offering is based on 39,032,528 shares of common stock outstanding as of October 7, 2019.
On March 4, 2019, we issued 150,000 shares of Common Stock (the “Plaintiff Common Shares”) and 500,000 warrants exercisable for shares of our Common Stock (the “Plaintiff Warrants”) pursuant to a settlement agreement and release (the “Settlement Agreement”) that we entered into with certain of the Selling Stockholders on February 26, 2019. 300,000 of the Plaintiff Warrants are exercisable for shares of the company’s Common Stock at an exercise price of $12.00 per share for a period of 24 months following the date of the Settlement Agreement. The remaining 200,000 Plaintiff Warrants were exercisable for shares of the company’s Common Stock at an exercise price of $11.00 per share for a period of 24 months, but in the event the company’s 5-day average trading price during any period in the first 18 months following the date of the Settlement Agreement is above $11 per share, then the exercise term of such warrants shall automatically be reduced to 18 months instead of 24 months. Because Loop’s 5-day average trading price was above $11 per share during the 5-day period of July 1, 2019 to July 8, 2019, the exercise term of such warrants has been reduced to 18 months instead of 24 months. As part of the Settlement Agreement, we agreed to file this registration statement to register the resale of the shares issued and issuable pursuant to the Plaintiff Warrants to the Selling Stockholders. | |
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Table | On November 13, 2018 and January 3, 2019, we issued an aggregate principal amount of Contents$2,650,000 convertible promissory notes (the “2018 Convertible Notes”). The 2018 Convertible Notes included related warrants (the “2018 Convertible Note Warrants”), which are exercisable for an additional fifty percent (50%) of the shares of Common Stock issued upon the conversion of the 2018 Convertible Notes. On April 5, 2019, we entered into an Amendment and Conversion Agreement to the November 2018 Convertible Notes, which provided for voluntary conversion of the 2018 Convertible Notes at a conversion price of $8.55, and on April 8, 2019, the company entered into amendments to the 2018 Convertible Note Warrants, which set the exercise price as $8.55 per share. On April 5, 2019, all holders of 2018 Convertible Notes elected to convert their notes into shares of Common Stock of the company at the conversion price of $8.55 per share. This registration statement registers the shares of Common Stock of the company issued pursuant to the conversion of the 2018 Convertible Notes and issuable pursuant to the 2018 Convertible Note Warrants. On January 15, 2019 and January 21, 2019, we issued an aggregate principal amount of $4,900,000 convertible promissory notes (the “2019 Convertible Notes” and, together with the 2018 Convertible Notes, the “Notes”), which mature on January 15, 2020 and January 21, 2020, respectively, and automatically convert into shares of our Common Stock at the price per share equal to $8.10 (the “2019 Convertible Note Conversion Price”). The 2019 Convertible Note Conversion Price may be adjusted in the event that we issue common shares in a private sale or offering at a lower price per share (the “2019 Convertible Note New Share Price”) within 180 days of the closing date. The 2019 Convertible Note New Share Price would become the new conversion price of the 2019 Convertible Note notes, the 2019 Convertible Note New Issuance Price, which would impact the number of shares and warrants issued. All accrued interest shall be paid in cash or in shares of the company’s Common Stock, at the discretion of each holder of a 2019 Convertible Note. If interest is paid in company’s Common Stock, the price per share shall be equal to the trading price of the company’s Common Stock on the Nasdaq Global Market at the close of the market on the date immediately preceding the maturity date. The 2019 Convertible Notes include related warrants (the “2019 Convertible Note Warrants” and, together with the 2018 Warrants, the “Warrants”), which are exercisable for an additional fifty percent (50%) of the shares of Common Stock issued upon the conversion of the 2019 Convertible Notes. The per share purchase price (the “2019 Convertible Note Exercise Price”) for each share of Common Stock issuable pursuant to the 2019 Convertible Note Warrant shall be equal to 115% of the 2019 Convertible Note Conversion Price or the 2019 Convertible Note New Issuance Price, as applicable. Each 2019 Convertible Note Warrant expires twenty-four (24) months from the date of the conversion of the January 2019 Convertible Notes (the “2019 Convertible Note Warrant Expiration Date”) and holders of the 2019 Convertible Notes may exercise the 2019 Convertible Note Warrants at any time prior to the 2019 Convertible Note Warrant Expiration Date. On April 4, 2019, we entered into an amendment (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”), the 2019 Convertible Notes and the 2019 Convertible Note Warrants. This registration statement registers the shares of Common Stock of the company issuable pursuant to the conversion of the 2019 Convertible Notes and pursuant to the 2019 Convertible Note Warrants. Additionally, the Selling Stockholders may offer shares of our Common Stock, par value $0.0001 per share, to the extent such shares were issued and outstanding prior to the original date of filing of the registration statement to which this prospectus relates. See “Plan of Distribution” and “Description of Common Stock to be Registered” for additional information concerning this registration statement. | |
| | |
An investment in our
securitiesCommon Stock involves a high degree of risk. Prior to making a decision about investing in our
securities,Common Stock, you should carefully consider the risks, uncertainties and assumptions discussed under “Risk Factors” in our most recent Annual Report on Form 10-K or Quarterly Reports on Form 10-Q and in other documents, which are incorporated herein by reference into this prospectus, and may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future, as well as the risk factors and other information contained in or incorporated by reference into any accompanying prospectus supplement. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
For more information about our SEC filings, please see “Where You Can Find More Information” and
“Incorporation of Certain Information“Information Incorporated by Reference.”
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus, any prospectus supplement and the documents we incorporate by reference herein and therein contain forward-looking statements that relate to future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Words such as, but not limited to, “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology.
These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expected activities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for future growth and future operations,
and the size of our addressable market,
market trends, and
market trends.the effectiveness of the company’s internal control over financial reporting. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Estimates” included in our most recent
Annual Report on Form 10-K filed with the SEC and the description of material changes thereto, if any, included in our Quarterly Reports on Form 10-Q or subsequent filings with the SEC. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) commercialization of our technology and products, (ii)
our status of relationship with partners, (iii) development and protection of our intellectual property and products,
(iii)(iv) our need for and ability to obtain additional financing,
(iv)(v) industry competition,
(v)(vi) regulatory and other legal compliance,
(vi)(vii) the exercise of the control over us by
Mr. Daniel Solomita, our President and Chief Executive Officer, Chairman of the Board of Directors,
and majority stockholder, (vii)(viii) other factors over which we have little or no control,
(viii) the development of(ix) building our manufacturing facility,
(ix)(x) and our ability to sell our products in order to generate revenues, (xi) our proposed business model and our ability to execute thereon, (xii) whether the reassessment of our internal controls over financial reporting could lead us to conclude that there were deficiencies in its internal control over financial reporting that constitute material weaknesses,
(x)(xiii) adverse effects on the
Company’scompany’s business and operations as a result of increased regulatory, media or financial reporting issues and practices, rumors or otherwise and
(xi)(xiv) other factors discussed in our
subsequent filings with the SEC.
Management has included projections and estimates in this prospectus, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.
In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.
We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
RATIO
USE OF
EARNINGS TO FIXED CHARGESThe following summary is qualifiedPROCEEDS
This prospectus relates to the Common Stock that may be sold from time to time by the
more detailed information appearing in the computation table found in Exhibit 12.1 to the registration statement of which this prospectus is part and the historical financial statements, including the notes to those financial statements, incorporated by reference in this prospectus.In the fiscal years ended February 29, 2016, February 28, 2017 and February 28, 2018, and the three months ended May 31, 2018, earnings were insufficient to cover fixed charges by $2.8 million, $4.1 million, $14.0 million, and $3.5 million, respectively.
For the periods indicated below, we had no outstanding shares of preferred stock with required dividend payments and as a result, the ratios of earnings to combined fixed charges and preferred stock dividends are identical to the ratios presented in the tables below.
Our ratio of earnings to fixed charges for each of the years ended February 29, 2016, February 28, 2017, February 28, 2018 and the three months ended May 31, 2018 was as follows:
| | Year Ended
| | | Three Months
Ended
| |
| | February 29,
2016
| | | February 28,
2017
| | | February 28,
2018
| | | May 31,
2018
| |
RATIO OF EARNINGS TO FIXED CHARGES (1)
| | | N/A | | | | N/A | | | | N/A | | | | N/A | |
__________
(1)
| For purposes of computing this ratio of earnings to fixed charges, fixed charges consist of interest expense and estimated interest component of rent and earnings consist of loss before income taxes plus fixed charges.
|
USE OF PROCEEDS
Unless otherwise set forth in a prospectus supplement, we currently intend to use the net proceeds of any offering of securities for working capital and other general corporate purposes. Accordingly, weSelling Stockholders who will have significant discretion in the use of any net proceeds. The specific allocationsreceive all of the proceeds we receive from theany sale of our securities will be described in the applicable prospectus supplement.
shares of Common Stock. We will not receive any of the proceeds from any sales of the sale of shares of our common stockCommon Stock by the selling stockholders.
Selling Stockholders.
DESCRIPTION OF
CAPITALCOMMON STOCK
TO BE REGISTERED
The following description summarizes the material terms of our
capital stock.Common Stock. Because it is only a summary, it does not contain all the information that may be important to you. For a complete description of our
capital stock,Common Stock, you should refer to our articles of incorporation, as amended, and our amended and restated bylaws and to the provisions of applicable Nevada law.
For a description of our capital stock, you should refer to our registration statement on Form 8-A (Commission File No. 001-38301), filed with the SEC on November 17, 2017, including any subsequent amendment or any report filed for the purpose of updating such description, incorporated by reference in this prospectus.
Authorized Capitalization
Our authorized capital stock consists of 250,000,000 shares of common stock,Common Stock, $0.0001 par value, 1 share designated as Series A preferred stock, $0.0001 par value, and 24,999,999 shares as undesignated preferred stock, $0.0001$0.0001 par value, the rights, preferences and privileges of which may be designated from time to time by our board of directors.directors. As of August 1, 2018,October 4, 2019, there were 33,805,70639,032,528 shares of our common stockCommon Stock issued and outstanding held of record by approximately 10677 stockholders and 1 share of Series A preferred stock issued and outstanding held of record by 1 stockholder. The actual number of stockholders is greater than this number of record holders, and includes stockholders who are beneficial owners, but whose shares are held in street name by brokers and other nominees. This number of holders of record also does not include stockholders whose shares may be held in trust by other entities.Undesignated Preferred
Common Stock
Subject to the rights of the preferred shareholders set forth in “-Series A Preferred Stock; Common Stock-Protective Provisions”, under the terms of our articles of incorporation, our board of directors is authorized to issue shares of our undesignated preferred stock in one or more series without shareholder approval. Our board of directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
Voting
The purpose of authorizing our board of directors to issue preferred stock and determine its rights and preferences is to eliminate delays associated with a shareholder vote on specific issuances. The issuance of preferred stock, while providing flexibility in connection with possible future acquisitions and other corporate purposes, will affect, and may adversely affect, the rights of holders of common stock. It is not possibleCommon Stock are entitled to state the actual effectone (1) vote for each share of the issuance of any shares of preferred stock on the rights of holders of common stock until our board of directors determines the specific rights attached to that preferred stock. The effects of issuing preferred stock could include one or more of the following: | · | restricting dividends on the common stock; |
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| · | diluting the voting power of the common stock; |
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| · | impairing the liquidation rights of the common stock; or |
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| · | delaying or preventing changes in control or management of our company. |
Once our board of directors approves the rights and preferences for a series of preferred stock, we will file a Certificate of Designation for such series of preferred stock with the Nevada Secretary of State formally establishing such rights and preferences.
Series A Preferred Stock; Common Stock
Voting
Except as set forth below, each holder of Series A preferred stock has the same rights as holders of common stock
outstanding, and shall be entitled to notice of any shareholders’ meeting.
They shall also be entitled to vote with the holders of common stock, and not as a separate class, except as may otherwise be required by law. Except as
set forth below, each shareholder shall be entitled to one (1) vote for each share of stock outstanding. Except as set forth below or otherwise provided by the law of the State of Nevada, any corporate action to be taken shall be authorized by a majority of the votes cast by the shareholders. There are no cumulative rights to voting.
Each share of Series A preferred stock is entitled to the number of votes calculated as follows:
n = ((Ct / 0.35) - (Ct + Cdp)) / SAt
| Where: Ct
| =
| The number of shares of common stock outstanding and entitled to vote;
|
| | | |
| Cdp
| =
| The number of shares of common stock outstanding and entitled to vote and held by Daniel Solomita, our President and Chief Executive Officer, and his permitted transferees; and
|
| | | |
| SAt
| =
| The number of shares of Series A preferred stock outstanding.
|
Additionally,
Protective Provisions
There are no protective provisions for as long as any shares of Series A preferred stock are outstanding, the holders of Series A preferred stock shall be entitled to elect one director, or the Series A Director.Protective Provisions
For as long as any shares of Series A preferred stock are outstanding, we must obtain the approval of at least a majority of the holders of the outstanding shares of preferred stock, voting as a separate class, to:
| · | Amend our articles of incorporation or, unless approved by our board of directors, including by the Series A Director, amend our bylaws; |
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| · | Change or modify the rights, preferences or other terms of the Series A preferred stock, or increase or decrease the number of authorized shares of Series A preferred stock; |
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| · | Reclassify or recapitalize any outstanding equity securities, or, unless approved by our board of directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan); |
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| · | Authorize or effect any transaction constituting a Deemed Liquidation (as defined in this subparagraph), or any other merger or consolidation of the Company, where a Deemed Liquidation shall mean: (1) the closing of the sale, transfer or other disposition of all or substantially all of the Company’s assets (including an irrevocable or exclusive license with respect to all or substantially all of the Company’s intellectual property); (2) the consummation of a merger, share exchange or consolidation with or into any other corporation, limited liability company or other entity (except one in which the holders of capital stock of the Company as constituted immediately prior to such merger, share exchange or consolidation continue to hold at least 50% of the voting power of the capital stock of the Company or the surviving or acquiring entity (or its parent entity)), (3) authorizing or effecting any transaction liquidation, dissolution or winding up of the Company, either voluntary or involuntary; provided, however, that none of the following shall be considered a Deemed Liquidation: (A) a merger effected exclusively for the purpose of changing the domicile of the Company, or (B) a transaction or other event deemed to be exempt from the definition of a Deemed Liquidation by the holders of at least a majority of the then outstanding Series A preferred stock. |
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| · | Increase or decrease the size of our board of directors as provided in our bylaws or remove the Series A Director (unless approved by our board of directors, including the Series A Director); |
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| · | Declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by our board of directors, including the Series A Director); |
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| · | Redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by our board of directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by our board of directors, including the Series A Director); |
| · | Create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the shareholders under the terms of the plan or applicable law) or approve any new equity incentive plan; |
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| · | Replace the President and/or Chief Executive Officer of the Company (unless approved by our board of directors, including the Series A Director); |
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| · | Transfer assets to any subsidiary or other affiliated entity (unless approved by our board of directors, including the Series A Director); |
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| · | Issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A preferred stock (unless approved by our board of directors, including the Series A Director); |
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| · | Modify or change the nature of the Company’s business; |
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| · | Acquire, or cause a subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by our board of directors, including the Series A Director); or |
| | |
| · | Sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any subsidiary outside the ordinary course of business (unless approved by our board of directors, including the Series A Director). |
our Common Stock.
Subject to the rights of the preferred shareholders set forth in “-Protective Provisions”,our articles of incorporation, our board of directors shall have full power and discretion, to determine out of legally available funds what, if any, dividends or distributions shall be declared and paid. Dividends may be paid in cash, in property, or in shares of common stock.Common Stock. Shares of common stockCommon Stock and Series A preferred stock are treated equally and ratably, on a per share basis, with respect to any dividend or distribution from us. If a dividend is paid in the form of shares of common stockCommon Stock or rights to acquire common stock,Common Stock, the holders of common stock and Series A preferred stockCommon Stock shall both receive common stockCommon Stock or rights to acquire common stock. No dividends shall be declared or payable in the form of Series A preferred stock.Common Stock.
If there is a liquidation, dissolution or winding up of the Company,company, holders of our common stockCommon Stock and Series A preferred stock would be entitled to share in our assets remaining after the payment of liabilities equally and ratably, on a per share basis.Conversion
Voluntary Conversion: Each share of Series A preferred stock shall be convertible into one fully paid and nonassessable share of common stock at the option of the holder.
Automatic Conversion: Each share of Series A preferred stock shall automatically convert into one share of common stock upon the first to occur of (i) a transfer of such share of Series A preferred stock, (ii) the death or incapacity of Daniel Solomita, (iii) the resignation of Daniel Solomita as an officer of the Company, or (iv) the date on which Daniel Solomita ceases to hold, together with his permitted transferees, an aggregate number of the outstanding shares of common stock held by him on February 12, 2016 that are at least equal to seven and one-half percent (7.5%) of the total number of outstanding shares of common stock on February 12, 2016 (as adjusted for any stock splits and stock dividends effected after February 12, 2016).
Holders of our common stock and Series A preferred stockCommon Stock have no preemptive or conversion rights or other subscription rights, and there are no redemption or sinking fund provisions applicable to the common stock or Series A preferred stock.Common Stock.
Transfer Agent and Registrar
The transfer agent and registrar for our
common stockCommon Stock is American Stock Transfer & Trust Company, LLC. The transfer agent and registrar’s address is 6201 15th Avenue, Brooklyn, New York 11219, and its telephone number is (718) 921-8206.
Our
common stockCommon Stock is listed on the NASDAQ Global Market under the symbol
“LOOP”.“LOOP.”
Effect of Certain Provisions of our Articles of Incorporation and Bylaws
Some provisions of our articles of incorporation and bylaws contain provisions that could make the following transactions more difficult:
| · | acquisition of us by means of a tender offer; |
| | |
| · | acquisition of us by means of a proxy contest or otherwise; or |
| | |
| · | removal of our incumbent officers and directors. |
●
acquisition of us by means of a tender offer;
●
acquisition of us by means of a proxy contest or otherwise; or
●
removal of our incumbent officers and directors.
These provisions, summarized below, are designed to discourage coercive takeover practices and inadequate takeover bids and to promote stability in our management. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors.
| · | Undesignated Preferred Stock.● Undesignated Preferred Stock. The ability to authorize undesignated preferred stock makes it possible for our board of directors to issue one or more series of preferred stock with voting or other rights or preferences that could impede the success of any attempt to change control. These and other provisions may have the effect of deferring hostile takeovers or delaying changes in control or management of our Company. |
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| · | Protective Provisions. The Series A preferred stock has certain protective provisions, as set forth in “-Protective Provisions,” that could have an effect of delaying, deferring or preventing a change in control of the Company. |
DESCRIPTION OF THE DEBT SECURITIES
The following description, together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions of the debt securities that we may offer under this prospectus. When we offer to sell a particular series of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to this prospectus, the debt securities will be our direct, unsecured obligations and may be issued in one or more series.
The debt securities will be issued under an indenture between us and a trustee to be named in a prospectus supplement. We have summarized select portions of the indenture below. The summary is not complete. The form of the indenture has been filed as an exhibit to the registration statement and you should read the indenture for provisions that may be important to you. In the summary below, we have included references to the section numbers of the indenture so that you can easily locate these provisions. Capitalized terms used in the summary and not defined herein have the meanings specified in the indenture.
General
The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors and set forth or determined in the manner provided in a resolution of our board of directors, in an officer’s certificate or by a supplemental indenture. The particular terms of each series of debt securities will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet).
We can issue an unlimited amount of debt securities under the indenture that may be in one or more series of preferred stock with voting or other rights or preferences that could impede the same or various maturities, at par, at a premium, or at a discount. We will set forth in a prospectus supplement (includingsuccess of any pricing supplement or term sheet) relatingattempt to any series of debt securities being offered, the aggregate principal amount and the following terms of the debt securities, if applicable:
| ·
| the title and ranking of the debt securities (including the terms of any subordination provisions);
|
| ·
| the price or prices (expressed as a percentage of the principal amount) at which we will sell the debt securities;
|
| ·
| any limit on the aggregate principal amount of the debt securities;
|
| ·
| the date or dates on which the principal of the securities of the series is payable;
|
| ·
| the rate or rates (which may be fixed or variable) per annum or the method used to determine the rate or rates (including any commodity, commodity index, stock exchange index or financial index) at which the debt securities will bear interest, the date or dates from which interest will accrue, the date or dates on which interest will commence and be payable and any regular record date for the interest payable on any interest payment date;
|
| ·
| the place or places where principal of, and interest, if any, on the debt securities will be payable (and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange, and where notices and demands to us in respect of the debt securities may be delivered;
|
| ·
| the period or periods within which, the price or prices at which and the terms and conditions upon which we may redeem the debt securities;
|
| ·
| any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices at which and in the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;
|
| ·
| the dates on which and the price or prices at which we will repurchase debt securities at the option of the holders of debt securities and other detailed terms and provisions of these repurchase obligations;
|
| ·
| the denominations in which the debt securities will be issued, if other than denominations of $1,000 and any integral multiple thereof;
|
| ·
| whether the debt securities will be issued in the form of certificated debt securities or global debt securities;
|
| ·
| the portion of principal amount of the debt securities payable upon declaration of acceleration of the maturity date, if other than the principal amount;
|
| ·
| the currency of denomination of the debt securities, which may be United States Dollars or any foreign currency, and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such composite currency;
|
| ·
| the designation of the currency, currencies or currency units in which payment of principal of, premium and interest on the debt securities will be made;
|
| ·
| if payments of principal of, premium or interest on the debt securities will be made in one or more currencies or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate with respect to these payments will be determined;
|
| ·
| the manner in which the amounts of payment of principal of, premium, if any, or interest on the debt securities will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference to a commodity, commodity index, stock exchange index or financial index;
|
| ·
| any provisions relating to any security provided for the debt securities;
|
| ·
| any addition to, deletion of or change in the Events of Default described in this prospectus or in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus or in the indenture with respect to the debt securities;
|
| ·
| any addition to, deletion of or change in the covenants described in this prospectus or in the indenture with respect to the debt securities;
|
| ·
| any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents with respect to the debt securities;
|
| ·
| the provisions, if any, relating to conversion or exchange of any debt securities of such series, including if applicable, the conversion or exchange price and period, provisions as to whether conversion or exchange will be mandatory, the events requiring an adjustment of the conversion or exchange price and provisions affecting conversion or exchange;
|
| ·
| any other terms of the debt securities, which may supplement, modify or delete any provision of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or advisable in connection with the marketing of the securities; and
|
| ·
| whether any of our direct or indirect subsidiaries will guarantee the debt securities of that series, including the terms of subordination, if any, of such guarantees.
|
We may issue debt securities that provide for an amount less than their stated principal amount to be due and payable upon declaration of acceleration of their maturity pursuant to the terms of the indenture. We will provide you with information on the federal income tax considerationschange control. These and other special considerations applicable to anyprovisions may have the effect of these debt securitiesdeferring hostile takeovers or delaying changes in the applicable prospectus supplement.
If we denominate the purchase pricecontrol or management of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable prospectus supplement.
Transfer and Exchange
Each debt security will be represented by either one or more global securities registered in the name of a clearing agency registered under the Exchange Act (the “Depositary”) or a nominee of the Depositary (we will refer to any debt security represented by a global debt security as a “book-entry debt security”), or a certificate issued in definitive registered form (we will refer to any debt security represented by a certificated security as a “certificated debt security”)our company.
●
Protective Provisions. The Series A preferred stock has certain protective provisions, as set forth in the applicable prospectus supplement. Except as set forth under the heading “Global Debt Securities and Book-Entry System” below, book-entry debt securities will not be issuable in certificated form.Certificated Debt Securities. You may transferour articles of incorporation, that could have an effect of delaying, deferring or exchange certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with a transfer or exchange.
You may effect the transfer of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System. Each global debt security representing book-entry debt securities will be deposited with, or on behalf of, the Depositary, and registered in the name of the Depositary or a nominee of the Depositary.
Covenants
We will set forth in the applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
No Protection in the Event of a Change of Control
Unless we state otherwise in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection in the event we havepreventing a change in control or inof the event of a highly leveraged transaction (whether or not such transaction results in a change in control) which could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
We may not consolidate with or merge with or into, or convey, transfer or lease all or substantially allcompany.
SELLING STOCKHOLDERS
The shares of our
propertiesCommon Stock being offered by the Selling Stockholders are those previously issued to the Selling Stockholders, and
assetsthose issuable to
any person (a “successor person”) unless: | ·
| we are the surviving corporation or the successor person (if other than us) is a corporation organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes our obligations on the debt securities and under the indenture; and
|
| ·
| immediately after giving effect to the transaction, no Default or Event of Default, shall have occurred and be continuing.
|
Notwithstanding the above, anySelling Stockholders, upon conversion of the Notes and upon exercise of the Warrants. For additional information regarding the issuances of those shares of our subsidiaries may consolidate with, merge into or transfer all or partCommon Stock, the Notes and Warrants, see “Prospectus Summary—About this Offering” above. We are registering the shares of its propertiesour Common Stock in order to us.
Events of Default
“Event of Default” means with respectpermit the Selling Stockholders to any series of debt securities, any ofoffer the following:
| ·
| default in the payment of any interest upon any debt security of that series when it becomes due and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us with the trustee or with a paying agent prior to the expiration of the 30-day period);
|
| ·
| default in the payment of principal of any security of that series at its maturity;
|
| ·
| default in the performance or breach of any other covenant or warranty by us in the indenture (other than a covenant or warranty that has been included in the indenture solely for the benefit of a series of debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice from the trustee, or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the outstanding debt securities of that series as provided in the indenture;
|
| ·
| certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of us; and
|
| ·
| any other Event of Default provided with respect to debt securities of that series that is described in the applicable prospectus supplement.
|
No Event of Default with respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an Event of Default with respect to any other series of debt securities. The occurrence of certain Events of Default or an acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstandingshares for resale from time to time.
We will provide the trustee written notice of any Default or Event of Default within 30 days of becoming aware of the occurrence of such Default or Event of Default, which notice will describe in reasonable detail the status of such Default or Event of Default and what action we are taking or propose to take in respect thereof.
If an Event of Default with respect to debt securities of any series at the time outstanding occurs and is continuing, then the trustee or the holders of not less than 25% in principal amount of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities of that series. In the case of an Event of Default resulting from certain events of bankruptcy, insolvency or reorganization, the principal (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt securities of that series may rescind and annul the acceleration if all Events of Default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities Except for the particular provisions relating to accelerationownership of a portion of the principal amount of such discount securities upon the occurrence of an Event of Default.
The indenture provides that the trustee may refuse to perform any duty or exercise any of its rights or powers under the indenture unless the trustee receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or exercising such right or power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of a receiver or trustee, or for any remedy under the indenture, unless:
| ·
| that holder has previously given to the trustee written notice of a continuing Event of Default with respect to debt securities of that series; and
|
| ·
| the holders of not less than 25% in principal amount of the outstanding debt securities of that series have made written request, and offered indemnity or security satisfactory to the trustee, to the trustee to institute the proceeding as trustee, and the trustee has not received from the holders of not less than a majority in principal amount of the outstanding debt securities of that series a direction inconsistent with that request and has failed to institute the proceeding within 60 days.
|
Notwithstanding any other provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal of, premium and any interest on that debt security on or after the due dates expressed in that debt security and to institute suit for the enforcement of payment.
The indenture requires us, within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture. If a Default or Event of Default occurs and is continuing with respect to the securities of any series and if it is known to a responsible officer of the trustee, the trustee shall mail to each Securityholder of the securities of that series notice of a Default or Event of Default within 90 days after it occurs or, if later, after a responsible officer of the trustee has knowledge of such Default or Event of Default. The indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any Default or Event of Default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding notice is in the interest of the holders of those debt securities.
Modification and Waiver
We and the trustee may modify, amend or supplement the indenture or the debt securities of any series without the consent of any holder of any debt security:
| · | to cure any ambiguity, defect or inconsistency; |
| | |
| · | to comply with covenants in the indenture described above under the heading “Consolidation, Merger and Sale of Assets”; |
| | |
| · | to provide for uncertificated securities in addition to or in place of certificated securities; |
| | |
| · | to add guarantees with respect to debt securities of any series or secure debt securities of any series; |
| | |
| · | to surrender any of our rights or powers under the indenture; |
| | |
| · | to add covenants or events of default for the benefit of the holders of debt securities of any series; |
| | |
| · | to comply with the applicable procedures of the applicable depositary; |
| | |
| · | to make any change that does not adversely affect the rights of any holder of debt securities; |
| | |
| · | to provide for the issuance of and establish the form and terms and conditions of debt securities of any series as permitted by the indenture; |
| | |
| · | to effect the appointment of a successor trustee with respect to the debt securities of any series and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee; or |
| | |
| · | to comply with requirements of the SEC in order to effect or maintain the qualification of the indenture under the Trust Indenture Act. |
We may also modify and amend the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected debt security then outstanding if that amendment will:
| · | reduce the amount of debt securities whose holders must consent to an amendment, supplement or waiver; |
| | |
| · | reduce the rate of or extend the time for payment of interest (including default interest) on any debt security; |
| | |
| · | reduce the principal of or premium on or change the fixed maturity of any debt security or reduce the amount of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt securities; |
| | |
| · | reduce the principal amount of discount securities payable upon acceleration of maturity; |
| | |
| · | waive a default in the payment of the principal of, premium or interest on any debt security (except a rescission of acceleration of the debt securities of any series by the holders of at least a majority in aggregate principal amount of the then outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration); |
| | |
| · | make the principal of or premium or interest on any debt security payable in currency other than that stated in the debt security; |
| | |
| · | make any change to certain provisions of the indenture relating to, among other things, the right of holders of debt securities to receive payment of the principal of, premium and interest on those debt securities and to institute suit for the enforcement of any such payment and to waivers or amendments; or |
| | |
| · | waive a redemption payment with respect to any debt security. |
Except for certain specified provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that series waive our compliance with provisions of the indenture. The holders of a majority in principal amount of the outstanding debt securities of any series may on behalf of the holders of all the debt securities of such series waive any past default under the indenture with respect to that series and its consequences, except a default in the payment of the principal of, premium or any interest on any debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Defeasance of Debt Securities and Certain Covenants in Certain Circumstances
Legal Defeasance. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the irrevocable deposit with the trustee, in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money or U.S. government obligations in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance of Certain Covenants. The indenture provides that, unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
| · | we may omit to comply with the covenant described under the heading “Consolidation, Merger and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may be set forth in the applicable prospectus supplement; and |
| | |
| · | any omission to comply with those covenants will not constitute a Default or an Event of Default with respect to the debt securities of that series (“covenant defeasance”). |
The conditions include:
| · | depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than U.S. Dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, premium and interest on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in accordance with the terms of the indenture and those debt securities; |
| | |
| · | such deposit will not result in a breach or violation of, or constitute a default under the indenture or any other agreement to which we are a party; |
| | |
| · | no default or event of default with respect to the applicable series of debt securities shall have occurred or is continuing on the date of such deposit; and |
| | |
| · | delivering to the trustee an opinion of counsel to the effect that we have received from, or there has been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred. |
No Personal Liability of Directors, Officers, Employees or Stockholders
None of our past, present or future directors, officers, employees or stockholders, as such, will have any liability for any of our obligations under the debt securities or the indenture or for any claim based on, or in respect or by reason of, such obligations or their creation. By accepting a debt security, each holder waives and releases all such liability. This waiver and release is part of the consideration for the issue of the debt securities. However, this waiver and release may not be effective to waive liabilities under U.S. federal securities laws, and it is the view of the SEC that such a waiver is against public policy.
Governing Law
The indenture and the debt securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws of the State of New York.
The indenture will provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably waive, to the fullest extent permitted by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to the indenture, the debt securities or the transactions contemplated thereby.
The indenture will provide that any legal suit, action or proceeding arising out of or based upon the indenture or the transactions contemplated thereby may be instituted in the federal courts of the United States of America located in the City of New York or the courts of the State of New York in each case located in the City of New York, and we, the trustee and the holder of the debt securities (by their acceptance of the debt securities) irrevocably submit to the non-exclusive jurisdiction of such courts in any such suit, action or proceeding. The indenture will further provide that service of any process, summons, notice or document by mail (to the extent allowed under any applicable statute or rule of court) to such party’s address set forth in the indenture will be effective service of process for any suit, action or other proceeding brought in any such court. The indenture will further provide that we, the trustee and the holders of the debt securities (by their acceptance of the debt securities) irrevocably and unconditionally waive any objection to the laying of venue of any suit, action or other proceeding in the courts specified above and irrevocably and unconditionally waive and agree not to plead or claim any such suit, action or other proceeding has been brought in an inconvenient forum.
SELLING STOCKHOLDERS
This prospectus also relates to the possible resale by certain of our stockholders, who we refer to in this prospectus as the “selling stockholders,” of up to 5,482,356 shares of our common stock that were issuedCommon Stock and outstanding prior to the original date of filing ofWarrants, the registration statement of which this prospectus forms a part. When we refer toSelling Stockholders have not had any material relationship with us within the “selling stockholders” in this prospectus, we mean the persons listed in the table below, as well as their donees, pledgees, assignees, transferees, distributees, or other successors in interest.
past three years.
The following table details the name of each selling stockholder,Selling Stockholders, the number of shares of our common stock beneficiallyCommon Stock owned by each of theSelling Stockholders,based on its ownership of the selling stockholder, shares of ourCommon Stock, Notes and Warrants as of October 4, 2019,and the number of shares of our common stockCommon Stock that may be offered by the selling stockholder Selling Stockholdersfor resale under this prospectus.prospectusassuming exercise of the Warrants held by the Selling Stockholders on that date, without regard to any limitations on exercises. The following table has been prepared on the assumption that all shares offered for resale by the selling stockholdersSelling Stockholders under this prospectus will be sold to parties unaffiliated with the selling stockholders. Selling Stockholders.
The percentage of shares of our common stock beneficiallyCommon Stock owned by the selling stockholdersSelling Stockholders both prior to and following the offering of securitiesshares of Common Stock pursuant to this prospectus, is based on 33,805,70639,032,528 shares of our common stockCommon Stock outstanding as of August 1, 2018October 4, 2019 and does not take into account any securitiesshares of Common Stock issued by us pursuant to this prospectus. We cannot advise you as to whether the selling stockholdersSelling Stockholders will in fact sell any or all of such shares of our Common Stock.
Under the terms of the 2019 Convertible Notes and Warrants, a Selling Stockholder may not exercise the 2019 Convertible Notes and Warrants to the extent such exercise would cause such Selling Stockholder, together with its affiliates, to beneficially own a number of common
stock.shares which would exceed 19.9% of our then outstanding common shares following such exercise, excluding for purposes of such determination common shares issuable upon exercise of the 2019 Convertible Notes and Warrants which have not been exercised. The number of shares in the second column does not reflect this limitation. The Selling Stockholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Unless otherwise indicated in the footnotes below, each stockholder Selling Stockholdernamed in the following table possesses sole voting and investment power over the shares listed. The information does not necessarily indicate beneficial ownership for any other purpose. Unless otherwise noted below, the address of each stockholder listed on the table is c/o Loop Industries, Inc., 480 Fernand-Poitras, Terrebonne, Québec, Canada, J6Y 1Y4. The actual number of shares held by each stockholder Selling Stockholderlisted below may be greater than this number held of record, as the shareholders Selling Stockholdermay be beneficial owners of additional shares that are held in street name by brokers and other nominees or in trust or by other entities. | | Shares of Common Stock
Beneficially Owned Prior to
the Offering | | | Shares of Common Stock Being Registered for | | | Shares of Common Stock
Beneficially Owned After
the Offering | |
Name of Selling Stockholder | | Shares | | | Percentage | | | Resale | | | Shares | | | Percentage | |
R Harrell Investments Ltd | | | 25,000 | | | | * | | | | 25,000 | | | | - | | | | * | |
Scott Brandt | | | 25,000 | | | | * | | | | 25,000 | | | | - | | | | * | |
Sheward Family Trust | | | 25,000 | | | | * | | | | 25,000 | | | | - | | | | * | |
Daniel S Miller | | | 26,198 | | | | * | | | | 26,198 | | | | - | | | | * | |
Louis R Miller | | | 28,571 | | | | * | | | | 28,571 | | | | - | | | | * | |
Tasant Holdings Inc | | | 30,001 | | | | * | | | | 30,001 | | | | - | | | | * | |
Lee Karls | | | 31,250 | | | | * | | | | 31,250 | | | | - | | | | * | |
Robert Lazerus | | | 38,457 | | | | * | | | | 30,000 | | | | 8,457 | | | | * | |
Timothy J Joyce Ttee Wood | | | 42,857 | | | | * | | | | 42,857 | | | | - | | | | * | |
Chanthy Walsh & Timothy P Walsh | | | 43,500 | | | | * | | | | 30,000 | | | | 13,500 | | | | * | |
Palisade Productions LLC | | | 43,750 | | | | * | | | | 43,750 | | | | - | | | | * | |
James Matthew Harrison | | | 46,000 | | | | * | | | | 5,000 | | | | 41,000 | | | | * | |
Andrew Stupin | | | 47,620 | | | | * | | | | 47,620 | | | | - | | | | * | |
The Entrust Group (Chester Frank Griffiths Ira) | | | 50,010 | | | | * | | | | 50,010 | | | | - | | | | * | |
Leon Redensky | | | 62,500 | | | | * | | | | 62,500 | | | | - | | | | * | |
Weiming Zhang | | | 72,023 | | | | * | | | | 72,023 | | | | - | | | | * | |
Jay Stubina 6337708 Canada Inc | | | 75,000 | | | | * | | | | 75,000 | | | | - | | | | * | |
Goldie Holdings Inc | | | 91,500 | | | | * | | | | 91,500 | | | | - | | | | * | |
Miller Family Legacy Llc | | | 133,335 | | | | * | | | | 133,335 | | | | - | | | | * | |
9014-4304 Quebec Inc | | | 346,246 | | | | 1.0242 | % | | | 346,246 | | | | - | | | | * | |
Allinall LLP | | | 416,667 | | | | 1.2325 | % | | | 416,667 | | | | - | | | | * | |
Allan Brennan | | | 461,650 | | | | 1.3656 | % | | | 337,000 | | | | 124,650 | | | | * | |
Donald Danks (1) | | | 1,413,560 | | | | 4.1814 | % | | | 1,379,000 | | | | 34,560 | | | | * | |
Ccbb Investments Group LLC | | | 1,500,000 | | | | 4.4371 | % | | | 1,500,000 | | | | - | | | | * | |
10036552 Canada Inc. (2) | | | 18,600,000 | | | | 55.0203 | % | | | 300,000 | | | | 18,300,000 | | | | 54.1329 | % |
All Other Selling Stockholders (56 persons) (3) | | | 331,828 | | | | * | | | | 328,828 | | | | 3,000 | | | | * | |
Total | | | 24,007,523 | | | | 71.0162 | % | | | 5,482,356 | | | | 18,525,167 | | | | 54.7989 | % |
__________________
* | Represents beneficial ownership of less than 1%. |
(1) | Comprised of (i) 854,000 held| | | | Shares of Common Stock Owned After the Offering | | Name of Selling Stockholder | Shares of Common Stock Owned Prior to the Offering | Shares of Common Stock Being Registered for Resale (1) † | | | | Peter Howser | 7,030 | 9,045(2) | 1,000 | * | | Wan Jin | 6,030 | 9,045(3) | - | * | | Qian Shang | 6,030 | 9,045(4) | - | * | | Peidong Xu | 6,030 | 9,045(5) | - | * | | David A. Glassett | 35,932 | 17,894(6) | 24,000 | * | | James H. Steinmann | 61,132 | 17,894(7) | 49,200 | * | | Jack Cola | - | 24,317(8) | - | * | | Louis Cola | - | 24,317(9) | - | * | | Philip Cola | - | 24,317(10) | - | * | | Mitchell Greenspoon | - | 24,317(11) | - | * | | Fred Howser | 92,090 | 27,135(12) | 74,000 | * | | Giesco Properties Inc. | 25,000 | 29,182(13) | 28,118 | * | | Miller Family Legacy, LLC | 163,485 | 45,225(14) | 133,335 | * | | Z23 Capital Inc. | 15,432 | 47,855(15) | - | * | | Stone Tower Investments LLC | - | 48,635(16) | - | * | | Goldie Holdings Inc. | 323,483 | 145,906(17) | 187,900 | * | | CCBB Investments Group, LLC | 2,025,879 | 153,764(18) | 1,923,370 | 4.68% | | Everplus F&B Fund, LLC | 120,599 | 180,899(19) | - | * | | Paul M. Cugno | 65,000 | 315,000(20) | - | * | | Henry Lorin | 85,000 | 335,000(21) | - | * | | 346,246 | 583,614(22) | 346,246 | * | | Total | 3,384,398 | 2,081,451 | 2,767,169 | 6.73% |
† For the purposes of calculating share ownership on this table, we have assumed that the price per share to be used in calculating the interest to be paid on the 2019 Convertible Notes is $12.83. All accrued interest on the 2019 Convertible Notes shall be paid in cash or in shares of the company’s Common Stock, at the discretion of each holder of a 2019 Convertible Note. If interest is paid in company’s Common Stock, the price per share shall be equal to the trading price of the company’s Common Stock on the Nasdaq Global Market at the close of the market on the date immediately preceding the maturity date. * Represents ownership of less than 1%. (1) Assumes sale of all shares offered hereby, although selling stockholders are not obligated to sell any shares. (2) The number of shares offered by the Danks Family Trust, (ii) 500,000 shares held by The Entrust Group FBO Donald Linn Danks IRA 7230012473, (iii) 25,000 shares held by each of Andrew Danks and Aaron Danks and (iv) 9,560 restricted stock units granted to Donald Danks in his functions as Director which fully vest on May 31, 2018. The 854,000 held by the Danks Family Trust, 500,000 shares held by The Entrust Group FBO Donald Linn Danks IRA 7230012473 and 25,000 held by Andrew Danks are being registered in this registration statement. |
(2) | Comprised of 18,600,000 shares held by 10036552 Canada Inc., an entity wholly owned by Daniel Solomita. |
(3) | Represents shares held by 56 selling shareholders not listed above who, as a group, own less than 1% of our outstanding shares of common stock prior to this prospectus. |
Material Relationships with Selling Stockholders
Mr. SolomitaStockholder is our Chief Executive Officercomprised of (i) 6,030 shares of Common Stock held by the Selling Stockholder; and (ii) 3,015 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(3)
The number of shares offered by the Selling Stockholder is comprised of (i) 6,030 shares of Common Stock held by the Selling Stockholder; and (ii) 3,015 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(4)
The number of shares offered by the Selling Stockholder is comprised of (i) 6,030 shares of Common Stock held by the Selling Stockholder; and (ii) 3,015 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(5)
The number of shares offered by the Selling Stockholder is comprised of (i) 6,030 shares of Common Stock held by the Selling Stockholder; and (ii) 3,015 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(6)
The number of shares offered by the Selling Stockholder is comprised of (i) 11,929 shares of Common Stock held by the Selling Stockholder; and (ii) 5,965 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(7)
The number of shares offered by the Selling Stockholder is comprised of (i) 11,929 shares of Common Stock held by the Selling Stockholder; and (ii) 5,965 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(8)
The number of shares offered by the Selling Stockholder is comprised of (i) 15,432 shares of Common Stock issuable upon the upcoming conversion of a
memberconvertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 7,716 shares of
our boardCommon Stock issued upon the exercise of
directors.Mr. Danks waswarrants held by the Selling Stockholder; (iii) 779 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 390 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(10)
The number of shares offered by the Selling Stockholder is comprised of (i) 15,432 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 7,716 shares of Common Stock issued upon the exercise of warrants held by the Selling Stockholder; (iii) 779 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 390 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(11)
The number of shares offered by the Selling Stockholder is comprised of (i) 15,432 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 7,716 shares of Common Stock issued upon the exercise of warrants held by the Selling Stockholder; (iii) 779 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 390 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(12)
The number of shares offered by the Selling Stockholder is comprised of (i) 18,090 shares of Common Stock held by the Selling Stockholder; and (ii) 9,045 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(13)
The number of shares offered by the Selling Stockholder is comprised of (i) 18,519 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 21, 2020; (ii) 9,260 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder; (iii) 935 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 468 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(14)
The number of shares offered by the Selling Stockholder is comprised of (i) 30,150 shares of Common Stock held by the Selling Stockholder; and (ii) 15,075 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(15)
The number of shares offered by the Selling Stockholder is comprised of (i) 15,432 shares of Common Stock held by the Selling Stockholder; (ii) 30,864 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 21, 2020; and (iii) 1,559 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned.
(16)
The number of shares offered by the Selling Stockholder is comprised of (i) 30,864 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 15,432 shares of Common Stock issued upon the exercise of warrants held by the Selling Stockholder; (iii) 1,559 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 780 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(17)
The number of shares offered by the Selling Stockholder is comprised of (i) 92,593 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 46,297 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder; (iii) 4,677 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 2,339 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
(18)
The number of shares offered by the Selling Stockholder is comprised of (i) 102,509 shares of Common Stock held by the Selling Stockholder; and (ii) 51,255 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(19)
The number of shares offered by the Selling Stockholder is comprised of (i) 120,599 shares of Common Stock held by the Selling Stockholder; and (ii) 60,300 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(20)
The number of shares offered by the Selling Stockholder is comprised of (i) 65,000 shares of Common Stock held by the Selling Stockholder; and (ii) 250,000 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(21)
The number of shares offered by the Selling Stockholder is comprised of (i) 85,000 shares of Common Stock held by the Selling Stockholder; and (ii) 250,000 shares of Common Stock issuable upon the exercise of warrants held by the Selling Stockholder.
(22)
The number of shares offered by the Selling Stockholder is comprised of (i) 370,370 shares of Common Stock issuable upon the upcoming conversion of a convertible note held by the Selling Stockholder, which will convert on January 15, 2020; (ii) 185,185 shares of Common Stock issued upon the exercise of warrants held by the Selling Stockholder; (iii) 18,706 shares of Common Stock expected to be issuable upon the upcoming conversion of the convertible of note held by the Selling Stockholder as interest earned; and (iv) 9,353 shares of Common Stock expected to be issuable upon the upcoming exercise of the warrants held by the Selling Stockholder as interest earned.
TheSelling Stockholdersmay, from time to time, sell any or all of their shares of Common Stock registered pursuant to this registration statement on any stock exchange, market or trading facility on which the selling stockholders may sell the securities offered through this prospectus and any accompanying prospectus supplement, if required,shares are traded or in private transactions, in any of the following ways: (1) to or through underwriters or dealers, (2) directly to purchasers, including our affiliates, (3) through agents, or (4) through a combination of any of these methods. The securitiesshares of Common Stock registered herein may be distributed at a fixed price or prices, which may be changed, market prices prevailing at the time of sale, prices related to the prevailing market prices, or negotiated prices.We These sales may be at fixed or the selling stockholdersnegotiated prices.
The Selling Stockholders may use any one or more of the following methods when selling
securities: | · | underwritten transactions; |
| | |
| · | privately negotiated transactions; |
| | |
| · | shares:● underwritten transactions; ● privately negotiated transactions; ● sales through the NASDAQ Global Market or on any national securities exchange or quotation service on which the shares of common stock may be listed or quoted at the time of sale; |
| | |
| · | sales in the over-the-counter market; |
| | |
| · | ordinary brokerage transactions and transactions in which the broker solicits purchasers; |
| | |
| · | broker-dealers may agree with the selling stockholders to sell a specified number of such securities at a stipulated price per share; |
| | |
| · | a block trade (which may involve crosses) in which the broker-dealer so engaged will attempt to sell the securities exchange or quotation service on which the shares of Common Stock may be listed or quoted at the time of sale;● sales in the over-the-counter market; ● ordinary brokerage transactions and transactions in which the broker solicits purchasers; ● broker-dealers may agree with the Selling Stockholders to sell a specified number of such shares of Common Stock at a stipulated price per share; ● a block trade (which may involve crosses) in which the broker-dealer so engaged will attempt to sell the Common Stock as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| | |
| · | purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus; |
| | |
| · | “at the market” offerings to or through a market maker or into an existing trading market, on an exchange or otherwise; |
| | |
| · | exchange distributions and/or secondary distributions; |
| | |
| · | short sales and delivery of shares of common stock to close out short positions; |
| | |
| · | sales by broker-dealers of shares of common stock that are loaned or pledged to such broker-dealers; |
| | |
| · | a combination of any such methods of sale; and |
| | |
| · | any other method permitted pursuant to applicable law. |
If required, a prospectus supplement with respect to a particular offering will set forth the terms of the offering, includingblock as principal to facilitate the following:
| · | the terms of the offering; |
| | |
| · | the names of any underwriters or agents; |
| | |
| · | the name or names of any managing underwriter or underwriters; |
| | |
| · | the name or names of any selling stockholders; |
| | |
| · | the purchase price of the securities; |
| | |
| · | the net proceeds from the sale of the securities; |
| | |
| · | any delayed delivery arrangements; |
| | |
| · | any underwriting discounts, commissions or agency fees and other item constituting underwriters’ or agents’ compensation; |
| | |
| · | any initial price to public; |
| | |
| · | any discounts or concessions allowed or reallowed or paid to dealers; and |
| | |
| · | any commissions paid to agents. |
transaction;
●
purchases by a broker-dealer as principal and resale by such broker-dealer for its own account pursuant to this prospectus;
●
“at the market” offerings to or through a market maker or into an existing trading market, on an exchange or otherwise;
●
exchange distributions and/or secondary distributions;
●
short sales and delivery of shares of Common Stock to close out short positions;
●
sales by broker-dealers of shares of Common Stock that are loaned or pledged to such broker-dealers;
●
a combination of any such methods of sale; and
●
any other method permitted pursuant to applicable law.
A
selling stockholderSelling Stockholder that is an entity may elect to make a pro rata in-kind distribution of shares of our
common stockCommon Stock registered herein to its members, partners or stockholders pursuant to the registration statement of which this prospectus forms a part by delivering a prospectus. To the extent that such members, partners or stockholders are not affiliates of such selling stockholder, such members, partners or stockholders would thereby receive freely tradeable shares of our
common stockCommon Stock pursuant to the distribution through a registration statement.
Sale through Underwriters
The Selling Stockholders may also sell shares under Rule 144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or
DealersIf underwriters are useddiscounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated. The Selling Stockholders do not expect these commissions and discounts to exceed what is customary in the sale,types of transactions involved. Any profits on the underwriters will acquire the securities for their own account, including through underwriting, purchase, security lending or repurchase agreements with us or the selling stockholders. The underwriters may resell the securities from time to time in one or more transactions, including negotiated transactions. Underwriters may sell the securities in order to facilitate transactions in anyresale of our other securities (described in this prospectus or otherwise), including other public or private transactions and short sales. Underwriters may offer securities to the public either through underwriting syndicates representedshares of Common Stock registered herein by one or more managing underwriters or directly by one or more firmsa broker-dealer acting as underwriters. Unless otherwise indicated in the prospectus supplement, the obligations of the underwritersprincipal might be deemed to purchase the securities will be subject to certain conditions, and the underwriters will be obligated to purchase all the offered securities if they purchase any of them (other than any securities purchased upon exercise of any option to purchase additional securities). In connection with any offering of common stock pursuant to this prospectus, underwriters may have an option to purchase additional shares of common stock from us. We will provide information regarding any such option to purchase additional shares of common stock from us in the applicable prospectus supplement. The underwriters may change from time to time any initial public offering price and anyunderwriting discounts or commissions under the Securities Act. Discounts, concessions, allowed or reallowed or paidcommissions and similar selling expenses, if any, attributable to dealers. The prospectus supplement will include the names of the principal underwriters, the respective amount of securities underwritten, the nature of the obligation of the underwriters to take the securities and the nature of any material relationship between an underwriter and us or the selling stockholders, as applicable.
Some or all of the securities that we offer through this prospectus may be new issues of securities with no established trading market. Any underwriters to whom we sell securities for public offering and sale may make a market in those securities, but they will not be obligated to do so and they may discontinue any market making at any time without notice. Accordingly, we cannot assure you of the liquidity of, or continued trading markets for, any securities offered pursuant to this prospectus.
If dealers are used in the sale of securities offered through this prospectus, we or the selling stockholders will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined by the dealers at the time of resale. The prospectus supplement will include the names of the dealers and the terms of the transaction.
To our knowledge, there are currently no plans, arrangements or understandings between the selling stockholders and any underwriter, dealer or agent regarding the sale of the shares covered by this prospectus by such selling stockholders. If any selling stockholder notifies us that a material arrangement has been entered into with an underwriter, dealer or other agent for the sale of shares throughwill be borne by a block trade, special offeringSelling Stockholder. The Selling Stockholders may agree to indemnify any agent, dealer or secondary distribution, we may be required to file a prospectus supplement pursuant to applicable SEC rules promulgatedbroker-dealer that participates in transactions involving sales of the shares if liabilities are imposed on that person under the Securities Act.
Direct Sales and Sales through Agents
We or the selling stockholders may sell the securities offered through this prospectus directly. In this case, no underwriters or agents would be involved. Such securities may also be sold through agents designated from time to time. Any required prospectus supplement will name any agent involved in the offer or sale of the offered securities and will describe any commissions payable to the agent by us or the selling stockholders. Unless otherwise indicated in the prospectus supplement, any agent will agree to use its reasonable best efforts to solicit purchases for the period of its appointment.
We or the selling stockholders may sell the securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act with respect to any sale of those securities.
Delayed Delivery Contracts
If the prospectus supplement indicates, we or the selling stockholders may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified date in the future.
The
contracts would be subject only to those conditions described in the prospectus supplement. The applicable prospectus supplement will describe the commission payable for solicitation of those contracts.At-the-Market Offerings
We or the selling stockholders may engage in at-the-market offerings into an existing trading market in accordance with Rule 415(a)(4). To the extent that we or the selling stockholders make sales through one or more underwriters or agents in at-the-market offerings, we will do so pursuant to the terms of a sales agency financing agreement or other at-the-market offering arrangement between us or the selling stockholders, on one hand, and the underwriters or agents, on the other. If we engage in at-the-market sales pursuant to any such agreement, we or the selling stockholders will sell our securities through one or more underwriters or agents, which may act on an agency basis or a principal basis. During the term of any such agreement, we or the selling stockholders may sell securities on a daily basis in exchange transactions or otherwise as we agree with the underwriters or agents. Any such agreement will provide that any securities sold will be sold at prices related to the then prevailing market prices for our securities. Therefore, exact figures regarding proceeds that will be raised or commissions to be paid cannot be determined as of the date of this prospectus. Pursuant to the terms of the agreement, we or the selling stockholders may agree to sell, and the relevant underwriters or agents may agree to solicit offers to purchase, blocks of our common stock or other securities. The terms of any such agreement will be set forth in more detail in the applicable prospectus or prospectus supplement.
Market Making, Stabilization and Other Transactions
Unless the applicable prospectus supplement states otherwise, each series of offered securities by us will be a new issue and will have no established trading market. We may elect to list any series of offered securities on an exchange. Any underwriters that we use in the sale of offered securities may make a market in such securities, but may discontinue such market making at any time without notice. Accordingly, we cannot assure you that the securities will have a liquid trading market.
Any underwriter may also over-allot or engage in stabilizing transactions, syndicate covering transactions and penalty bids in accordance with Rule 104 under the Exchange Act. Over-allotment or short sales involve sales by persons participating in the offering of more securities than were sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market or by exercising their over-allotment option, if any. Stabilizing transactions involve bids to purchase the underlying security in the open market for the purpose of pegging, fixing or maintaining the price of the securities. Syndicate covering transactions involve purchases of the securities in the open market after the distribution has been completed in order to cover syndicate short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to be higher than it would be in the absence of the transactions. The underwriters may, if they commence these transactions, discontinue them at any time.
Derivative Transactions and Hedging
We, the selling stockholders, the underwriters or other agents may engage in derivative transactions involving the securities. These derivatives may consist of short sale transactions and other hedging activities. The underwriters or agents may acquire a long or short position in the securities, hold or resell securities acquired and purchase options or futures on the securities and other derivative instruments with returns linked to or related to changes in the price of the securities. In order to facilitate these derivative transactions, we or the selling stockholders may enter into security lending or repurchase agreements with the underwriters or agents. The underwriters or agents may effect the derivative transactions through sales of the securities to the public, including short sales, or by lending the securities in order to facilitate short sale transactions by others. The underwriters or agents may also use the securities purchased or borrowed from us or others (or, in the case of derivatives, securities received from us in settlement of those derivatives) to directly or indirectly settle sales of the securities or close out any related open borrowings of the securities.
In addition, the selling stockholders may enter into hedging transactions with dealers which may engage in short sales of shares of our common stock in the course of hedging the positions they assume with the selling stockholders. The selling stockholders may also sell shares of our common stock short and deliver shares of our common stock to close out such short position. The selling stockholders may also enter into option or other transactions with dealers that require the delivery by such dealers of shares of our common stock, which securities may be resold thereafter pursuant to this prospectus or any applicable prospectus supplement.
Electronic Auctions
We or the selling stockholders may also make sales through the Internet or through other electronic means. Since we or the selling stockholdersSelling Stockholders may from time to time electpledge or grant a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock registered herein from time to offer securities directlytime under this prospectus after we have filed a supplement to the public, with or without the involvement of agents, underwriters or dealers, utilizing the Internetthis prospectus under Rule 424(b)(3) or other formsapplicable provision of electronic biddingthe Securities Act supplementing or ordering systems foramending the pricing and allocationlist of such securities, you should pay particular attentionSelling Stockholders to include the descriptionpledgee, transferee or other successors in interest as Selling Stockholders under this prospectus.
The Selling Stockholders also may transfer the shares of
that system weCommon Stock registered herein in other circumstances, in which case the transferees, pledgees or other successors in interest will
provide in a prospectus supplement.Such electronic system may allow bidders to directly participate, through electronic access to an auction site, by submitting conditional offers to buy that are subject to acceptance by us orbe the selling stockholders,beneficial owners for purposes of this prospectus and which may directly affectsell the priceshares of Common Stock registered herein from time to time under this prospectus after we have filed a supplement to this prospectus under Rule 424(b)(3) or other terms and conditions at which such securities are sold. These biddingapplicable provision of the Securities Act supplementing or ordering systems may presentamending the list of Selling Stockholders to each bidder, on a so-called “real-time” basis, relevant information to assist in making a bid, such asinclude the clearing spread at which the offering would be sold, based on the bids submitted, and whether a bidder’s individual bids would be accepted, prorated or rejected. For example, in the case of a debt security, the clearing spread could be indicated as a number of “basis points” above an index treasury note. Of course, many pricing methods can and may also be used.
Upon completion of such an electronic auction process, securities will be allocated based on prices bid, terms of bidpledgee, transferee or other factors. successors in interest as Selling Stockholders under this prospectus.
The
final offering price at which securities would be sold and the allocation of securities among bidders would be based in whole or in part on the results of the Internet or other electronic bidding process or auction.General Information
Agents, underwriters and dealers may be entitled, under agreements entered into with us or the selling stockholders, to indemnification by us or the selling stockholders against certain liabilities, including liabilities under the Securities Act. Agents, underwriters and dealers, or their affiliates, may engage in transactions with or perform services for us in the ordinary course of their businesses.
The selling stockholdersSelling Stockholders and any agents, underwritersbroker-dealers or dealersagents that are involved in selling the shares of our common stockCommon Stock registered herein may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales. In such event, any commissions received by such agents, underwritersbroker-dealers or dealersagents and any profit on the resale of the shares of our common stockCommon Stock purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
There can be no assurance that any selling stockholder will sell any or
We are required to pay all fees and expenses incident to the registration of the shares of our common stockCommon Stock registered pursuantherein. We have agreed to indemnify the registration statement of which this prospectus forms a part. The selling stockholders may also sell shares under Rule 144Selling Stockholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act,Act.
The Selling Stockholders have advised us that they have not entered into any agreements, understandings or arrangements with any underwriters or broker-dealers regarding the sale of their shares of Common Stock registered herein, nor is there an underwriter or coordinating broker acting in connection with a proposed sale of shares of Common Stock registered herein by any Selling Stockholder. If we are notified by any Selling Stockholder that any material arrangement has been entered into with a broker-dealer for the sale of shares of Common Stock registered herein, if available, rather than pursuantrequired, we will file a supplement to this prospectus. If the Selling Stockholders use this prospectus for any sale of the shares of Common Stock registered herein, they will be subject to the registration statementprospectus delivery requirements of which this prospectus forms a part. If soldthe Securities Act.
The anti-manipulation rules of Regulation M under the
registration statementSecurities Exchange Act of
which this prospectus forms a part,1934 may apply to sales of our Common Stock registered herein and activities of the
securities will be freely tradable in the hands of persons other than our affiliates.Selling Stockholders.
The validity of the
securitiesshares of Common Stock offered hereby will be passed upon by Ballard Spahr LLP, Las Vegas, Nevada. Additional legal matters may be passed on for any underwriters, dealers or agents by counsel we will name in any applicable prospectus supplement.
The consolidated financial statements as of February 28,
2019 and 2018 and for the
yearyears then ended
February 28, 2018 and management’s assessment of the effectiveness of internal control over financial reporting (which is included in
Management'sManagement’s Report on Internal Control over Financial Reporting) as of February 28,
20182019 incorporated in this
prospectusProspectus by reference to the Annual Report on Form 10-K for the year ended February 28,
20182019 have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to the
Company'scompany’s ability to continue as a going concern as described in Note 1 to the consolidated financial
statements, and which contains an adverse opinion on the effectiveness of internal control over financial reporting)statements) of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
The consolidated financial statements
as of Feb 28, 2017 and for the year ended February 28, 2017 incorporated
in this prospectus by reference to the Annual Report on Form 10-K for the year ended February 28,
20182019 have been so incorporated in reliance on the
report of Weinberg & Company, P.A., an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and other reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at http://www.sec.gov. You may also read and copy any document we file at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the Public Reference Room. Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, including any amendments to those reports, and other information that we file with or furnish to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act can also be accessed free of charge through the Internet. These filings will be available as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.
We have filed with the SEC a registration statement
on Form S-3 under the Securities Act
with respectof, relating to the
securities described in this prospectus.offering of these shares of Common Stock. The registration statement, including the attached exhibits, contains additional relevant information about us and the shares of Common Stock. This prospectus
which constitutes a part of the registration statement, does not contain all of the information set forth in the registration
statement, some of which is contained in exhibits to the registration statement as permitted by the rules and regulations of the SEC. For further information with respect to us and our securities, we refer you to the registration statement, including the exhibits filed asstatement. You can obtain a
part of the registration statement. Statements contained in this prospectus concerning the contents of any contract or any other document are not necessarily complete. If a contract or document has been filed as an exhibit to the registration statement, please see the copy of the contract or document that has been filed. A copy of the registration statement,
and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, N.E., Room 1580, Washington, D.C. 20549, and copies of all or any part of the registration statement may be obtained from that office at prescribed
rates. You may obtain information on the operation of the SEC’s public reference room by callingrates, from the SEC at
1-800-SEC-0330.the address listed above. The
SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers that file electronically with the SEC. The address of that website is www.sec.gov.We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, file periodic reports, proxy statements and other information with the SEC. These periodic reports, proxy statements and other information will be available for inspection and copying at the SEC’s public reference room and accessible through the SEC’s Internet website referenced above. We also maintain an Internet website at www.loopindustries.com, at which you may access these materials free of charge as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. Information contained on, or that can be accessed through, our website does not constitute a part of this prospectus or the registration statement of which this prospectus forms a part, and isthe documents referred to below under “Information Incorporated by Reference” are also available on our investor relations web site (http://www.loopindustries.com/en/investors/home). We have not incorporated by reference herein. We have includedinto this prospectus the information on our website, address in this prospectus solely for informational purposes and you should not consider any information contained on, or that canit to be accessed through, our website asa part of this prospectus or in deciding whether to purchase our securities.
prospectus.
INFORMATION INCORPORATED BY REFERENCE
We “incorporate by reference” certain documents we file with the SEC, which means that we are disclosing important information to you by referring you to those documents. The information incorporated by reference is an important part of this prospectus, and any information contained in this prospectus or in any document incorporated by reference in this prospectus will be deemed to be modified or superseded to the extent that a statement contained in this prospectus or free writing prospectus provided to you in connection with this offering, or in any other document we subsequently file with the SEC that also is incorporated by reference in this prospectus, modifies or supersedes the original statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to be a part of this prospectus.
The following documents filed with the SEC are hereby incorporated by reference in this prospectus:
| · | our Annual Report on Form 10-K for the fiscal year ended February 28, 2018, filed with the SEC on May 14, 2018; |
| | |
| · | our Definitive Proxy Statement, filed with the SEC on May 18, 2018, relating to our 2018 Annual Meeting of Stockholders held on June 28, 2018, to the extent incorporated by reference into such Annual Report on Form 10-K; |
| | |
| · | our Quarterly Reports on Form 10-Q for the quarters ended May 31, 2018, filed with the SEC on July 3, 2018, as amended by the amended report filed with the SEC on July 11, 2018; |
| | |
| · | our Current Reports on Form 8-K, filed with the SEC on April 10, 2018, June 22, 2018, June 27, 2018, June 29, 2018, July 3, 2018, July 13, 2018, July 24, 2018 and July 26, 2018; and |
| | |
| · | the description of our common stock as set forth in our registration statement on Form 8-A (Commission File No. 001-38301), filed with the SEC on November 17, 2017, including any subsequent amendment or any report filed for the purpose of updating such description. |
●
our Definitive Proxy Statement, filed with the SEC on May 10, 2019, relating to our 2019 Annual Meeting of Stockholders held on June 27, 2019, to the extent incorporated by reference into such Annual Report on Form 10-K; ●
our Quarterly Reports on Form 10-Q for the quarters ended May 31, 2019 and August 31, 2019, filed with the SEC on July 8, 2019 and October 8, 2019, respectively; ●
all other reports filed by us pursuant to Section 13(a) or 15(d) of the Exchange Act, since February 28, 2019 (except to the extent information contained in Current Reports on Form 8-K therein that is furnished and not filed);
●
the description of our Common Stock as set forth in our registration statement on Form 8-A (Commission File No. 001-38301), filed with the SEC on November 17, 2017, including any subsequent amendment or any report filed for the purpose of updating such description. All reports and other documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of this offering shall be deemed to be incorporated by reference in this prospectus and to be part hereof from the date of filing of such reports and other documents.
Notwithstanding the statements in the preceding paragraphs, no document, report or exhibit (or portion of any of the foregoing) or any other information that we have “furnished” or may in the future “furnish” to the SEC pursuant to the Exchange Act shall be incorporated by reference into this prospectus.
We hereby undertake to provide without charge to each person, including any beneficial owner, to whom a copy of this prospectus is delivered, upon written or oral request of any such person, a copy of any and all of the information that has been or may be incorporated by reference in this prospectus, other than exhibits to such documents, unless such exhibits have been specifically incorporated by reference thereto. Requests for such copies should be directed to our Investor Relations department, at the following address: Loop Industries, Inc., 480 Fernand-Poitras, Terrebonne, Québec, Canada, J6Y 1Y4 91367, Attention: General Counsel, or you may call us at (450) 951-8555.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
5,482,356
2,081,451 Shares of Our Common Stock
Offered by the Selling Stockholders
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth all expenses to be paid by the registrant, other than underwriting discounts and commissions, in connection with this offering. All amounts shown are estimates except for the SEC registration fee and the FINRA filing fee.
| | Amount
to be Paid | |
| | | |
SEC registration fee | | $ | 19,043.47 | |
Accounting fees and expenses | | | * | |
Legal fees and expenses | | | * | |
Printing and engraving expenses | | | * | |
Transfer agent and registrar fees and expenses | | | * | |
Miscellaneous | | | * | |
Total | | $ | 19,043.47 | |
____________
* | These |
| SEC registration fee | $3,377.15
|
Accounting fees and expenses depend on the securities offered | * |
Legal fees and the number of issuances,expenses | * |
Printing and accordingly cannot be estimated as of the date of this prospectus.engraving expenses | * |
| Transfer agent and registrar fees and expenses | * |
| Miscellaneous | * |
| Total | $3,377.15
|
*
These fees and expenses depend on the securities offered and the number of issuances, and accordingly cannot be estimated as of the date of this prospectus.
Item 15. Indemnification of Directors and Officers.
Section 78.7502 of the Nevada Revised Statutes, the NRS, provides, in part, that a corporation shall have the power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the
Company)company) by reason of the fact that such person is or was our director, officer, employee or agent, or a director, officer, employee or agent of another corporation or enterprise at our request, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by her or him in connection with such action, suit or proceeding if (i) such person is not liable for a breach of a fiduciary duty, pursuant to NRS 78.138, or (ii) such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to our best interests, and with respect to any criminal action or proceeding, had no reasonable cause to believe her or his conduct was unlawful.
Similar indemnity is authorized pursuant to NRS 78.7502 for such persons against expenses (including attorneys' fees) actually and reasonably incurred in defense or settlement of any threatened, pending or completed action or suit by or in the right of the
Company,company, if (i) such person is not liable for a breach of a fiduciary duty, pursuant to NRS 78.138, or (ii) such person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the our best interests, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable, after the exhaustion of all appeals therefrom, to the
Companycompany or from amounts paid in settlement to the
Company.company.
Unless ordered by a court or advanced pursuant to NRS 78.751, any such discretionary indemnification pursuant to NRS 78.7502 may be made only as authorized in each specific case upon a determination by the stockholders, disinterested directors, or in certain instances in a written opinion by independent legal counsel that indemnification is proper because the indemnitee has met the applicable standard of conduct. Where an officer or a director is successful on the merits or otherwise in the defense of any action referred to above, we must indemnify her or him against the expenses which such offer or director actually and reasonably incurred. Under NRS 78.751, advances for expenses may be made by agreement if the director or officer affirms in writing to repay the expenses if it is determined by a court of competent jurisdiction that such officer or director is not entitled to be indemnified.
Our bylaws provide for the indemnification of any person who was, or is threatened to be made, a party to a proceeding, by reason of the fact that such person is or was our director, officer, employee or agent, or while our director, officer, employee or agent is or was serving at our request as a director, officer, employee, agent or similar functionary of another corporation or enterprise, to the fullest extent permitted by Nevada law. The indemnification provisions contained within our bylaws supplement the indemnification agreements that we entered into with each of our officers and directors, as discussed below. We are required to advance, prior to the final disposition of any proceeding, promptly on request, all expenses incurred by any director or officer in connection with that proceeding on receipt of an undertaking by or on behalf of that director or officer to repay those amounts if it should be determined ultimately that he or she is not entitled to be indemnified under the bylaws or otherwise. The foregoing indemnification rights are contractual, and as such will continue as to a person who has ceased to be a director, officer, employee or other agent, and will inure to the benefit of the heirs, executors and administrators of such a person.
We maintain an insurance policy on behalf of our directors and officers, covering certain liabilities which may arise as a result of the actions of the directors and officers. We have entered into an indemnification agreement with each of our officers and directors pursuant to which they will be indemnified by us, subject to certain limitations, for any liabilities incurred by them in connection with their role as officers or directors of the Company.company.
A list of exhibits filed herewith is contained in the exhibit index that immediately precedes the signature page to this registration statement and is incorporated herein by reference.
Item 17. Undertakings.
(a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| | |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| | |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; |
(a)
The undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement. | (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| | |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| | |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser: |
| (i) | If the registrant is relying on Rule 430B, |
| (A) | Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and |
| | |
| (B) | Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to the effective date; or |
| (ii) | If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| | |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| | |
| (iii) | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| | |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
(b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| |
(c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
| |
(d) | The undersigned registrant hereby undertakes that: |
| (1) | For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. |
| | |
| (2) | For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(e) | The undersigned registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the SEC under Section 305(b)(2) of the Trust Indenture Act. |
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the registrant is relying on Rule 430B,
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(l)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to the effective date; or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer and sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
EXHIBIT INDEX
____________
* | To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities. |
** | To be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939. |
| | | | | Incorporated by Reference |
| Exhibit Number | | Description | | Form | | File No. | | Exhibit | | Filing Date |
| | Articles of Incorporation, as amended to date | | 10-K | | 000-54768 | | 3.1 | | 5/30/2017 |
| | By-laws, as amended to date | | 8-K | | 000-54768 | | 3.1 | | 4/10/2018 |
| | Opinion of Ballard Spahr LLP | | | | | | | | Filed herewith |
| | Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm | | | | | | | | Filed herewith |
| | Consent of Weinberg & Company, P.A., Independent Registered Public Accounting Firm | | | | | | | | Filed herewith |
| 23.3 | | Consent of Ballard Spahr LLP (included in Exhibit 5.1) | | | | | | | | |
| | Powers of Attorney (included on signature page to this registration statement) | | | | | | | | |
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the filing requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Terrebonne, Province of Québec, on
August 10, 2018.October 8, 2019.
| | LOOP INDUSTRIES, INC. | |
| | | | |
| By: | /s/ Daniel Solomita | |
| Name:
| Daniel Solomita | |
| | Title: | Name: Daniel Solomita | |
| | Title: President and Chief Executive Officer | |
POWER
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Daniel Solomita,
Antonella PentaNelson Gentiletti and
Leslie Murphy,Michel Megelas, and each of them, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities (including his or her capacity as a director and/or officer of Loop Industries, Inc.) to sign any and all amendments (including post-effective amendments) to this registration statement and any and all additional registration statements and amendments thereto filed pursuant to Rule 462(b) of the Securities Act of 1933, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact, proxy and agent and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises, as fully for all intents and purposes as they, he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact, proxy and agent or any of them, or their, his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated below:
Signature | | Title | | Date |
| | | | |
/s/ Daniel Solomita
| | Chief Executive Officer, President and Director | | August 10, 2018
|
Daniel Solomita
| | (Principal Executive Officer) | | October 8, 2019 |
| Daniel Solomita | | | | |
| | | | |
/s/ Frank ZitellaNelson Gentiletti | | Chief Financial Officer and Treasurer | | August 10, 2018
October 8, 2019 |
Frank Zitella
Nelson Gentiletti | | (Principal Financial Officer and Principal Accounting Officer) | | |
| | | | |
/s/ Shaun HigginsLaurence Sellyn
| | Director | | August 10, 2018
October 8, 2019 |
Shaun Higgins
Laurence Sellyn | | | | |
| | | | |
/s/ Leslie MurphyJay Stubina
| | Director | | August 10, 2018
October 8, 2019 |
Leslie Murphy
Jay Stubina | | | | |
| | | | |
/s/ Laurence SellynSidney Horn
| | Director | | August 10, 2018
October 8, 2019 |
Laurence Sellyn
Sidney Horn | | | | |
| | | | |
/s/ Jay StubinaAndrew Lapham
| | Director | | August 10, 2018
October 8, 2019 |
Jay Stubina
Andrew Lapham | | | | |
