Current Report Filing (8-k)
26 Febrero 2021 - 8:10AM
Edgar (US Regulatory)
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)
February 26, 2021
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LOOP INDUSTRIES, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-54786
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27-2094706
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(State
or other jurisdictionof incorporation)
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(CommissionFile
Number)
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(IRS
EmployerIdentification No.)
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480 Fernand Poitras
Terrebonne, Quebec, Canada, J6Y 1Y4
(Address
of principal executive offices, including zip code)
(450) 951-8555
(Registrant’s
telephone number, including area code)
Not Applicable
(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 pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common
stock, par value $0.0001 per share
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LOOP
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Nasdaq
Global Market
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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 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
5.02(b) Retirement of Nelson Gentiletti
On
February 26, 2021, Loop Industries, Inc. (the
“Company”) announced that Mr. Nelson Gentiletti would
be retiring and stepping down as the Company’s Chief
Operating Officer (“COO”) and Chief Financial Officer
(“CFO”) on or about March 1, 2021.
5.02(c) Appointment of Thomas Andrew (Drew) Hickey
On
February 26, 2021, the Company announced that Thomas Andrew (Drew)
Hickey will be joining the Company as Chief Financial Officer on or
about March 1, 2021. Mr. Hickey will serve as the Company’s
principal financial officer and principal accounting
officer.
Mr. Hickey, age 54, has had a
successful career in investment banking with large Canadian banks
spanning more than 25 years in both North America and Europe. He
served as a Managing Director at CIBC, in Toronto, from 1998 until
2006 at which time he was appointed Managing Director of Scotiabank
Europe plc based in London, England for a 10-year period ending in
December 2016. After returning from the UK, Mr. Hickey continued
his career in January 2017 by joining the audit committee, as
Chair, for Discovery Air Inc., on which he served until January
2018. Drew was appointed to the audit committee, as Chair, for Top
Aces Holdings Inc. and 10671541 Canada Inc. in December 2017 and
August 2018 respectively and where he remains a director. Most
recently, Mr. Hickey was acting as Finance Consultant to Great
Canadian Gaming Corporation since September 2018. Mr. Hickey
received his Honors Business Administration degree in 1989 from the
University of Western Ontario. He is also a member of the Institute
of Corporate Directors in Canada.
There
is no arrangement or understanding between Mr. Hickey and any other
persons pursuant to which Mr. Hickey was selected as an officer
within the meaning of Item 401(b) of Regulation S-K under the U.S.
Securities Act of 1933 (“Regulation S-K”) nor are there
any family relationships between Mr. Hickey and any director,
executive officer or person nominated or chosen by the Company to
become a director or executive officer of the Company within the
meaning of Item 401(d) of Regulation S-K. Since the beginning of
the Company’s last fiscal year, the Company has not engaged
in any transaction in which Mr. Hickey had direct or indirect
material interest within the meaning of Item 404(a) of Regulation
S-K.
Pursuant
to an Employment Agreement dated February 23, 2021 (the
“Employment Agreement”) and the Company’s 2017
Equity Incentive Plan, Mr. Hickey will receive the following cash
and equity compensation: (i) an annual salary of CA$375,000,
payable via the Company’s standard payroll practices, (ii) a
short-term performance-based incentive compensation paid in cash at
30% of base salary at threshold performance, 50% at target
performance and 100% at maximum performance, (iii) an up-front
grant of shares to be paid in RSUs worth CA$2,000,000, of which 20%
vest on each of the third and fourth anniversary and 60% vests on
the fifth anniversary of the date of grant. The Employment
Agreement also entitles Mr. Hickey to participate in the
Company’s employee benefit programs and provides for
customary benefits.
The
foregoing description of the Employment Agreement is a summary and
is qualified in its entirety by the text of the Employment
Agreement, a copy of which will be filed as an exhibit to the
Company’s Annual Report on Form 10-K for the period ended
February 28, 2021.
Item 7.01. Regulation FD Disclosure.
On
February 26, 2021, the Company issued a press release announcing
the retirement of Mr. Gentiletti as the Company’s COO and CFO
as well as the appointment of Mr. Hickey as the Company’s
CFO. A copy of this press release is furnished hereto as Exhibit
99.1.
The
information in this Item 7.01 and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities
Exchange Act of 1934 (the “Exchange Act”) or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of
1933 or the Exchange Act, except as expressly set forth by specific
reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number
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Description
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Press
Release, dated February 26, 2021
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
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LOOP INDUSTRIES, INC.
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Date:
February 26, 2021
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By:
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/s/ Daniel Solomita
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Daniel
Solomita
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Chief
Executive Officer and President
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Loop Industries (NASDAQ:LOOP)
Gráfica de Acción Histórica
De Dic 2024 a Ene 2025
Loop Industries (NASDAQ:LOOP)
Gráfica de Acción Histórica
De Ene 2024 a Ene 2025
