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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of report (Date of earliest event reported): July 29, 2024
Loop
Media, Inc.
(Exact
Name of Registrant as Specified in Charter)
Nevada |
|
001-41508 |
|
47-3975872 |
(State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
2600 West Olive Avenue, Suite 54470
Burbank, CA |
|
91505 |
(Address
of Principal Executive Offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (213) 436-2100
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered or to be registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
stock, $0.0001 par value per share |
|
LPTV |
|
The
NYSE American, LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement
Amendment
to Loan Agreement
As
previously announced, effective as of July 29, 2022, Loop Media, Inc. (the “Company”) entered into a Loan and Security
Agreement (the “Loan Agreement”) with Industrial Funding Group, Inc. (the “Initial Lender”),
for a revolving loan credit facility for the principal sum of up to four million dollars ($4,000,000.00), and through the
exercise of an accordion feature, a total sum of up to ten million dollars ($10,000,000.00) (the “Loan”), evidenced
by a Revolving Loan Secured Promissory Note (the “Revolving Loan Note”), also effective as of July 29, 2022. In connection
with the Loan Agreement and the Revolving Loan Note, the Company also executed and delivered to the Initial Lender the
Loan Agreement Schedule dated as of July 29, 2022 (the “Loan Agreement Schedule”) and other Loan Documents, as defined
in the Loan Agreement. Shortly thereafter, the Initial Lender assigned the Loan Agreement, and the loan documents related thereto, to
GemCap Solutions, LLC (“GemCap” or “Senior Lender”). As previously disclosed, on October 27, 2022,
the Loan Agreement was amended by Amendment Number 1 to the Loan and Security Agreement and to the Loan Agreement Schedule to increase
the maximum availability and maximum credit of the loan from four million dollars ($4,000,000.00) to six million dollars ($6,000,000.00),
evidenced by an Amended and Restated Secured Promissory Note (Revolving Loans), also dated October 27, 2022.
Effective
July 29, 2024, the Company entered into Amendment Number 2 to the Loan and Security Agreement, the Loan Agreement Schedule, the Revolving
Loan Note and to the other Loan Documents (the “Loan Agreement Amendment No. 2”) to amend certain material terms,
including (i) to extend the maturity date of the Loan Agreement by one (1) year, from July 29, 2024, to July 29, 2025, and (ii)
to make Retail Media TV, Inc., the Company’s wholly-owned subsidiary, a co-borrower thereunder.
The
description of the Loan Agreement Amendment No. 2 is qualified in its entirety by reference to the full text of the Loan Agreement Amendment
No. 2, which is incorporated
by reference herein. A copy of the Loan Agreement Amendment No. 2 is included herein as Exhibit 10.1.
Item
2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The
information in Item 1.01 with respect to the Loan Agreement Amendment No. 2 is incorporated by reference into this Item 2.03.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, hereunto duly authorized.
Date:
August 1, 2024 |
LOOP
MEDIA, INC. |
|
|
|
By: |
/s/
Justis Kao |
|
|
Justis
Kao, Chief Executive Officer |
Exhibit 10.1
AMENDMENT
NUMBER 2 TO THE LOAN AND SECURITY AGREEMENT, THE LOAN AGREEMENT SCHEDULE, THE REVOLVING LOAN NOTE AND TO THE OTHER LOAN DOCUMENTS
This
Amendment Number 2 to the Loan and Security Agreement, the Loan Agreement Schedule, the Revolving Loan Note and to the other Loan Documents
(“Amendment No. 2”) dated effective as of July 29, 2024 (the “Effective Date”) by and between LOOP
MEDIA, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite 5470, Burbank, CA 91505,
and RETAIL MEDIA TV, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite 5470, Burbank,
CA 91505, jointly and severally (the “Borrower”), and GEMCAP SOLUTIONS, LLC, a Delaware limited liability company
with offices at 9901 I.H. 10 West, Suite 800, San Antonio, TX 78230, as successor and assign to Industrial Funding Group, Inc. (together
with its successors and assigns, the “Lender”). The Borrower and the Lender are collectively referred to as the “Parties.”
RECITALS
A. Borrower
and Lender are parties to the Loan and Security Agreement dated as of July 29, 2022 (as amended, modified or supplements from time to
time, the “Loan Agreement”).
B. In
connection with the Loan Agreement, Borrower executed and delivered to Lender (i) the Loan Agreement Schedule dated as of July 29, 2022
(as amended, modified or supplemented from time to time, the “Loan Schedule”), (ii) the Amended and Restated Secured
Promissory Note (Revolving Loans), dated as of October 27, 2022 (as amended, modified or supplements from time to time, the “Revolving
Loan Note”) and (iii) other Loan Documents.
C. Borrower
has requested that Lender amend the Loan Documents (i) to extend the Maturity Date by one (1) year, (ii) to make Retail Media TV, Inc.
a co-borrower thereunder, and (iii) to update each Borrower’s notice address and principal place of business, and Lender has agreed
to amend the Loan Documents (i) to extend the Maturity Date by one (1) year (ii) to make Retail Media TV, Inc. a co-borrower thereunder,
and (iii) to update each Borrower’s notice address and principal place of business, subject to the terms and conditions of this
Amendment No. 2.
D. In
consideration of Lender’s consent and accommodation, Borrower has agreed to pay all of Lender’s fees and costs including
Lender’s attorneys’ fees and costs in respect of the transactions regarding this Amendment No. 2.
E. Capitalized
terms used but not defined herein have the meanings set forth in the Loan Agreement.
NOW,
THEREFORE, in consideration of the foregoing, the mutual covenants and agreements herein contained and other good and valuable consideration,
Lender and Borrower mutually covenant, warrant and agree as follows:
1. Amendments.
Subject to Section 2 below, effective as of the date of this Amendment No. 2, the Loan Agreement, the Loan Agreement Schedule, the Revolving
Loan Note and the other Loan Documents, effective as of the date hereof, are amended as follows:
(a)
The Loan Agreement, the Loan Agreement Schedule, the Revolving Loan Note and the other Loan Documents are all hereby amended as follows:
Additional
Party. RETAIL MEDIA TV, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite
5470, Burbank, CA 91505 (“Retail Media”) is hereby executing this Amendment No. 2 for purposes of becoming a party
to the Loan Agreement, the Loan Agreement Schedule, the Revolving Loan Note and the other Loan Documents, as amended by this Amendment
No. 2. From and after the date of this Amendment No. 2, Retail Media shall be deemed to be a party to the Loan Agreement, the Loan Agreement
Schedule, the Revolving Loan Note and the other Loan Documents, and from and after the date of this Amendment No. 2, Retail Media and
LOOP MEDIA, INC., a Nevada corporation with a principal place of business located at 2600 West Olive Avenue, Suite 5470, Burbank, CA
91505 (“Loop Media”) shall be jointly and severally liable to Lender for all obligations under the Loan Agreement,
the Loan Agreement Schedule, the Revolving Loan Note and the other Loan Documents, as amended by this Amendment No. 2. From and after
the Second Amendment Effective Date, all references to Borrower in the Loan Agreement, the Loan Agreement Schedule, the Revolving Loan
Note and the other Loan Documents shall be to Retail Media and Loop Media, jointly and severally.
(b)
Section 1.78 of the Loan Agreement is hereby deleted and restated in its entirety as follows:
1.78 “Maturity
Date” shall mean the earlier of (i) July 29, 2025, and (ii) the date Lender may exercise any of its remedies pursuant to the
terms hereof.
(c)
Section 1 of the Loan Agreement is hereby amended by adding the following definition in the appropriate alphabetical order:
“Second
Amendment” means that certain Amendment Number 2 to the Loan and Security Agreement and to the Loan Agreement Schedule dated
effective as of the Second Amendment Effective Date, between Borrower and Lender.
“Second
Amendment Effective Date” means July 29, 2024.
(d) The
Loan Agreement is hereby amended by adding the following new Section 14.15:
14.15
Joint and Several Obligations. If more than one Person is a Borrower hereunder, the provisions of Section 12 of the Loan Agreement
Schedule shall apply.
(e) The Borrower’s notice information in Section 8 of the Loan Agreement Schedule is hereby deleted and restated in its entirety as follows:
If
to Borrower:
Loop
Media, Inc.
2600 West Olive Avenue
Suite 5470
Burbank, CA 91505
Attn:
Justis Kao
Email:
justis@loop.tv; legal@loop.tv; neil@loop.tv
(f) The Loan Agreement Schedule is hereby amended by adding the following new Section 12:
12. JOINT
AND SEVERAL OBLIGATIONS. If more than one Person is a Borrower hereunder, the following shall apply to each such Borrower:
(a) All
Obligations, covenants and liabilities of any Borrower under the Loan Documents shall be the joint and several Obligations, covenants
and liabilities of each Borrower. All representations and warranties of any Borrower hereunder shall be deemed made by each Borrower.
Each Borrower shall, without duplication, make payment upon the maturity of the Obligations by acceleration or otherwise, and such obligation
and liability on the part of any Borrower shall in no way be affected by the failure of Lender to pursue or preserve its rights against
any other Borrower or the release by Lender of any Collateral now or thereafter acquired from any other Borrower.
(b) Each
Borrower expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which
such Borrower may now or hereafter have against any other Borrower or against any Guarantor or other Person directly or contingently
liable for the Obligations until all Obligations have been indefeasibly paid in full as determined by Lender.
(c) Lender
is hereby authorized, without notice or demand and without affecting the liability of any Borrower, at any time and from time to time,
to (i) renew, extend or otherwise increase the time for payment of the Obligations; (ii) with the written agreement of any Borrower,
change the terms relating to the Obligations or otherwise modify, amend or change the terms of any Note or other agreement, document
or instrument now or hereafter executed by any Borrower; (iii) accept partial payments of the Obligations; (iv) take and hold any Collateral
for the payment of the Obligations or for the payment of any guaranties of the Obligations and exchange, enforce, waive and release any
such Collateral; (v) apply any such Collateral and direct the order or manner of sale thereof as Lender, in its sole discretion, may
determine; and (vi) settle, release, compromise, collect or otherwise liquidate the Obligations and any Collateral therefor in any manner,
all guarantor and surety defenses being hereby waived by each Borrower. Except as specifically provided in the Loan Agreement, Lender
shall have the exclusive right to determine the time and manner of application of any payments or credits, whether received from any
Borrower or any other source, and such determination shall be binding on all Borrowers. All such payments and credits may be applied,
reversed and reapplied, in whole or in part, to any of the Obligations that Lender shall determine, in its sole discretion, without affecting
the validity or enforceability of the Obligations of any Borrower.
(d)
Each Borrower hereby agrees that its obligations hereunder shall be unconditional, irrespective
of (i) the absence of any attempt to collect the Obligations from any obligor or other action to enforce the same; (ii) the waiver or
consent by Lender with respect to any provision of any instrument evidencing the Obligations, or any part thereof, or any other agreement
heretofore, now or hereafter executed by a Borrower and delivered to Lender; (iii) failure by Lender to take any steps to perfect and
maintain its security interest in, or to preserve its rights to, any security or collateral for the Obligations; (iv) the institution
of any proceeding under the Bankruptcy Code, or any similar proceeding, by or against a Borrower or Lender’s election in any such
proceeding of the application of Section 1111(b)(2) of the Bankruptcy Code (or any similar law); (v) any borrowing or grant of a security
interest by a Borrower as debtor-in-possession, under Section 364 of the Bankruptcy Code; (vi) the disallowance, under Section 502 of
the Bankruptcy Code, of all or any portion of Lender’s claim(s) for repayment of any of the Obligations; or (vii) any other circumstance
other than payment in full of the Obligations which might otherwise constitute a legal or equitable discharge or defense of a guarantor
or surety, including, without limitation, any failure by Lender to bring suit against any Person that might otherwise result in a discharge
of such Borrower’s obligations and liabilities under the Loan Documents pursuant to Chapter 43 of the Texas Civil Practice &
Remedies Code or any other similar applicable law.
(e)
Each Borrower represents and warrants to Lender that (i) each Borrower has one or more common
or affiliated shareholders, directors and officers, (ii) the businesses and corporate activities of each Borrower are closely related
to, and substantially benefit, the business and corporate activities of the other, and (iii) each Borrower will receive a substantial
economic benefit from entering into the transactions evidenced by the Loan Documents and will receive a substantial economic benefit
from the Loans, whether or not such amount is used directly by such Borrower, and (iv) the Loans made pursuant to the Loan Documents
are for the exclusive and indivisible benefit of the Borrowers.
(f)
Notwithstanding any provisions of this Loan Agreement Schedule to the contrary, it is intended
that the joint and several nature of the liability of the Borrowers for the Obligations and the Liens granted by the Borrowers to secure
the Obligations, not constitute a Fraudulent Conveyance (as defined below). Consequently, Lender and each Borrower agree that if the
liability of any individual Borrower for the Obligations, or any Liens granted by such Borrower securing the Obligations would, but for
the application of this sentence, constitute a Fraudulent Conveyance, the liability of such Borrower and the Liens securing such liability
shall be valid and enforceable only to the maximum extent that would not cause such liability or such Lien to constitute a Fraudulent
Conveyance, and the liability of such Borrower and this Loan Agreement Schedule shall automatically be deemed to have been amended accordingly.
For purposes hereof, the term “Fraudulent Conveyance” means a fraudulent conveyance under Section 548 of the Bankruptcy
Code or a fraudulent conveyance or fraudulent transfer under the applicable provisions of any fraudulent conveyance or fraudulent transfer
law or similar law of any state, nation or other governmental unit, as in effect from time to time.
2. Effectiveness.
The effectiveness of this Amendment No. 2 is conditioned upon and subject to the receipt by the Lender of each of the following on
or before the dates set forth below:
(a) A
copy of this Amendment No. 2 duly executed by Borrower and delivered to Lender by e-mail on or before the Effective Date with the original
of this Amendment No. 2 duly executed by Borrower and delivered to Lender on or before three (3) Business Days following the Effective
Date;
(b)
A copy of an officer certificate duly executed by Retail Media and delivered to Lender by e-mail
on or before the Effective Date with the original of such officer’s certificate duly executed Retail Media and delivered to Lender
on or before three (3) Business Days following the Effective Date;
(c) A
copy of IRS tax forms, ACH Agreements, and other agreements duly executed by Retail Media and delivered to Lender as may be reasonably
requested by Lender;
(d) A
copy of UCC-3 Financing Statements to amend Borrower’s address duly recorded with the Nevada Secretary of State; and
(e) Receipt
by Lender on or before the Effective Date, of all costs of Lender (including Lender’s attorneys’ fees and expenses) in respect
of the transactions relating to this Amendment No. 2.
3. Miscellaneous.
Except as herein expressly amended by this Amendment No. 2, all of the terms and provisions of the Loan Agreement, the Loan Agreement
Schedule, the Revolving Loan Note and the other Loan Documents shall continue in full force and effect, and the Loan Agreement, the Loan
Agreement Schedule, the Revolving Loan Note and the other Loan Documents as amended by this Amendment No. 2 are hereby ratified and confirmed
by Borrower. The Borrower acknowledges to Lender that (a) no offsets, counterclaims or defenses exist as of the date of this Amendment
No. 2 with respect to any of the Loan Documents and the Obligations, and no Event of Default is in existence as of the date of this Amendment
No. 2, and (b) by a resolution, all members and Managers of Borrower unanimously approved this Amendment No. 2 and the transactions contemplated
thereby. The foregoing is without prejudice to Lender’s rights under the Loan Agreement and the other Loan Documents referred to
therein, including, without limitation, applicable law, all of which rights are hereby expressly reserved. In addition to the representations,
warranties and covenants set forth in the Loan Agreement, the Borrower represents, warrants and covenants to Lender that prior to execution,
they have been given the opportunity to have this Amendment No. 2 to be reviewed by legal counsel. This Amendment No. 2 may be executed
in counterparts and by facsimile or other electronic signatures, each of which when so executed, shall be deemed an original, but all
of which shall constitute but one and the same instrument.
[SIGNATURE
PAGE FOLLOWS]
IN
WITNESS WHEREOF, this Amendment No. 2 has been duly executed as of the day and year first above written.
BORROWER: |
|
|
|
|
LOOP
MEDIA, INC. |
|
|
|
|
By: |
/s/
Neil Watanabe |
|
Name: |
Neil
Watanabe |
|
Title: |
Chief
Financial Officer |
|
|
|
|
RETAIL
MEDIA TV, INC. |
|
|
|
|
By: |
/s/
Neil Watanabe |
|
Name: |
Neil
Watanabe |
|
Title: |
Treasurer |
|
|
|
|
LENDER: |
|
|
|
|
GEMCAP
SOLUTIONS, LLC |
|
|
|
|
By: |
/s/
David Ellis |
|
|
David
Ellis, Co-President |
|
[SIGNATURE
PAGE - AMENDMENT NUMBER 2 TO THE LOAN AND SECURITY AGREEMENT, THE LOAN AGREEMENT SCHEDULE, THE REVOLVING LOAN NOTE AND TO THE OTHER LOAN
DOCUMENTS]
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