As filed with the Securities and Exchange Commission on August 2, 2019
Registration No. 333-225943
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S‑8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Loop Industries, Inc. | ||||
(Exact name of Registrant as specified in its charter) |
Nevada |
| 27-2094706 |
(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification Number) |
480 Fernand-Poitras Terrebonne, Québec, Canada J6Y 1Y4
(450) 951-8555
(Address of principal executive offices, including zip code)
2017 Equity Incentive Plan
(Full title of the plan)
Daniel Solomita
President and Chief Executive Officer
Loop Industries, Inc.
480 Fernand-Poitras
Terrebonne, Quebec, Canada, J6Y 1Y4
(450) 951-8555
(Name, address and telephone number, including area code, of agent for service)
Copies to: | |||||
Martin J. Waters, Esq. Megan J. Baier, Esq. Wilson Sonsini Goodrich & Rosati, P.C. 1301 Avenue of the Americas New York, NY 10019 (212) 999-5800 (650) 493-9300 |
| Nelson Gentiletti Chief Operating and Chief Financial Officer Loop Industries, Inc. 480 Fernand-Poitras Terrebonne, Quebec, Canada, J6Y 1Y4 (450) 951-8555 |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting 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.
Large accelerated filer | ¨ | Accelerated filer | x |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) | Emerging growth company | ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 relates to the following registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on June 28, 2018 by Loop Industries Inc., a Nevada corporation (the “Company”):
| · | Registration Statement filed on Form S-8, File No. 333-225943, registering 1,500,000 shares of common stock, par value $0.0001 per share, for issuance under the Company’s 2017 Equity Incentive Plan. |
This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of filing Exhibit 23.2 thereto, to add the Consent of the Company’s previous Independent Registered Public Accounting Firm. All other portions of the Registration Statement, as previously filed, remain unchanged. No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement.
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Item 8. Exhibits.
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| Incorporated by Reference | ||||||
Exhibit Number |
| Description of Exhibit |
| Form |
| File No. |
| Exhibit Number |
| Filing Date |
4.1 |
|
| 10-K |
| 000-54768 |
| 3.1 |
| 5/30/2017 | |
4.2 |
|
| 8-K |
| 000-54768 |
| 3.1 |
| 4/10/2018 | |
4.3 |
| Loop Industries, Inc. 2017 Equity Incentive Plan, and form of agreements thereunder |
| 10-Q |
| 000-54768 |
| 4.3 |
| 10/11/2017 |
5.1 |
|
| S-8 |
| 333-225943 |
| 5.1 |
| 06/28/2018 | |
23.1 |
|
| S-8 |
| 333-225943 |
| 23.1 |
| 06/28/2018 | |
23.2* |
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23.3 |
| Consent of Ballard Spahr LLP (contained in Exhibit 5.1 hereto) |
| S-8 |
| 333-225943 |
| 23.3 |
| 06/28/2018 |
24.1 |
| Power of Attorney |
| S-8 |
| 333-225943 |
| 24.1 |
| 06/28/2018 |
* | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 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 Quebec, Canada on the 2nd day of August, 2019.
LOOP INDUSTRIES INC. | |||
| |||
| By: | /s/ Daniel Solomita |
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| Daniel Solomita |
| |
| President and Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.
Signature |
| Title |
| Date |
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/s/ Daniel Solomita |
Chief Executive Officer, President and Director (principal executive officer) |
| August 2, 2019 | |
Daniel Solomita |
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/s/ Nelson Gentiletti |
| Chief Financial Officer and Treasurer (principal accounting officer and principal financial officer) |
| August 2, 2019 |
Nelson Gentiletti |
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* |
Director |
| August 2, 2019 | |
Laurence Sellyn |
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* |
Director |
| August 2, 2019 | |
Jay Stubina |
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/s/ Sidney Horn |
Director |
| August 2, 2019 | |
Sidney Horn |
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/s/ Andrew Lapham |
Director |
| August 2, 2019 | |
Andrew Lapham |
* | By: | /s/ Daniel Solomita |
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| Daniel Solomita |
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| Attorney-in-fact |
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4 |