700 N. Central Ave., Suite 430
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§
240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
*The remainder of this cover page shall be filled
out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”)
or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
CUSIP No. 54352F107
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Jon Niermann
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6.
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Citizenship or Place of Organization: United States
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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20,520,833*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person With
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10. Shared Dispositive Power:
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20,520,833*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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20,520,833*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13.
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Percent of Class Represented by Amount in Row (11): 15.3%*
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14.
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Type of Reporting Person (See Instructions): IN
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*As of the date hereof, (the "Filing Date"),
Jon Niermann ("Mr. Niermann") may be deemed to beneficially own an aggregate of 20,520,833 shares of Common Stock, par value $0.0001
per share (the "Common Stock"), of Loop Media, Inc. (the "Issuer"), reported as follows: (i) 520,833 shares of Common Stock
underlying options held directly by Mr. Niermann; and (ii) 20,000,000 shares of Common Stock held directly by Pioneer Productions, LLC
("Pioneer"), where Mr. Niermann is the Sole Member. Excludes 729,167 shares of Common Stock underlying unvested options held by
Mr. Niermann. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Niermann,
may be deemed to beneficially own 20,520,833 shares of Common Stock of the Issuer, representing 15.3% of the shares of Common Stock of
the Issuer deemed issued and outstanding as of the Filing Date.
The foregoing beneficial ownership percentage is based upon 133,470,141 shares of Common Stock
issued and outstanding as of the Filing Date, based on information received from the Issuer and other public information.
CUSIP No. 54352F107
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1.
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Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only):
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Pioneer Productions, LLC
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2.
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Check the Appropriate Box if a Member of a Group
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(a) [ ]
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(b) [ ]
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions): WC (See Item 3)
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5.
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Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
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[ ]
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6.
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Citizenship or Place of Organization: Nevada
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Number of
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7. Sole Voting Power:
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0
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Shares Beneficially
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8. Shared Voting Power:
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20,000,000*
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Owned by
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Each Reporting
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9. Sole Dispositive Power:
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0
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Person With
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10. Shared Dispositive Power:
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20,000,000*
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person:
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20,000,000*
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12.
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Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
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[ ]
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13.
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Percent of Class Represented by Amount in Row (11): 15%*
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14.
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Type of Reporting Person (See Instructions): OO
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* As of the date
hereof, (the "Filing Date"), Pioneer Productions, LLC ("Pioneer") directly owns 20,000,000 shares of Common Stock, par
value $0.0001 per share (the "Common Stock"), of Loop Media, Inc. (the "Issuer"), representing 15% of the shares of Common Stock
of the Issuer deemed issued and outstanding as of the Filing Date.
The foregoing beneficial
ownership percentage is based upon 133,470,141 shares of Common Stock issued and outstanding as of the Filing Date, based on information
received from the Issuer and other public information.
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Item 1.
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Security and Issuer
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This Schedule 13D relates to the
common stock, par value $0.0001 per share (the “Common Stock”), of Loop Media. Inc., a Nevada corporation (the “Issuer”).
The principal executive offices of the Issuer are located at 700 N. Central Ave., Suite 430, Glendale, California 91203. Information given
in response to each item shall be deemed incorporated by reference in all other items as applicable.
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Item 2.
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Identity and Background
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This statement is being filed on
behalf of Jon Niermann (“Mr. Niermann”) and Pioneer Productions, LLC (“Pioneer”, together with Mr.
Niermann, the “Reporting Persons”).
Mr. Niermann is the (i) Chief Executive
Officer and Chairman of the Issuer and (ii) the Sole Member of Pioneer. Mr. Niermann, directly and/or indirectly, possesses the sole power
to vote and the sole power to direct the disposition of all of the securities of the Issuer held directly by himself and Pioneer.
The address of the principal business
office of Mr. Niermann is c/o Loop Media, Inc. 700 N. Central Ave., Suite 430, Glendale, California 91203. The address of the principal
business office of Pioneer is 420 8th Street, Huntington Beach, California 92648.
The principal business of Mr. Niermann
is to serve as Chief Executive Officer and Chairman of the Issuer. The principal business of Pioneer is engaging in the purchase and sale
of securities for investment with the objective of capital appreciation for its members.
During the last five years, the
Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has
been, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Mr. Niermann is a citizen of the
United States. Pioneer is a limited liability company organized under the laws of Nevada.
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Item 3.
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Source and Amount of Funds or Other Consideration
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On February 5, 2020, pursuant to
that certain Agreement and Plan of Merger (the “Merger Agreement”), dated as of January 3, 2020, by and among the Issuer,
Loop Media Acquisition, Inc. (“Merger Sub”), and Loop Media, Inc. (“Legacy Loop”), Merger Sub merged
with and into Legacy Loop with Legacy Loop surviving as a wholly owned subsidiary of the Issuer (the "Merger"). Upon
the consummation of the Merger, each issued and outstanding share of common stock of Legacy Loop was canceled and converted into to right
to receive one share of Common Stock of the Issuer. Pioneer received 20,000,000 shares of Common Stock in the Merger for no consideration
due to the conversion of Legacy Loop common stock that was held by Pioneer prior to the Merger.
The foregoing description of the
Merger Agreement is a summary only and is qualified in its entirety by the actual terms of the agreement, which is incorporated herein
by reference. See Item 7 “Material to be Filed as Exhibits.”
On November 10, 2020, the Board
of Directors of the Issuer approved equity awards pursuant to the Issuer’s Amended and Restated 2020 Equity Incentive Compensation
Plan (the “Stock Option Plan”), whereby Mr. Niermann received 1,250,000 options to purchase Common Stock (the “Options”)
for no consideration. The Options vest as to 25% on March 1, 2021, with the remainder to vest thereafter in 36 equal monthly installments.
The Options have an exercise price of $1.10 per share and expire on November 10, 2030.
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Item 4.
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Purpose of Transaction
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Mr. Niermann acquired the securities
reported herein in his capacity as Co-founder of Legacy Loop and Chief Executive Officer and Chairman as the Issuer. The Reporting Persons
reserve the right to acquire, or cause to be acquired, additional securities of the Issuer, to dispose of, or cause to be disposed of,
such securities at any time or to formulate other purposes, plans or proposals regarding the Issuer or any of its securities, to the extent
deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors.
Except as set forth herein, the
Reporting Persons do not have any plan or proposal that would relate to, or result in, any of the matters set forth under subsections
(a) through (j) of Item 4 of Schedule 13D. However, each of the Reporting Persons reserves the right to propose or participate in future
transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such
as a merger, reorganization or liquidation, sale of a material amount of assets of the Issuer or its subsidiaries, or other transactions
which might have the effect of causing the Common Stock to become eligible for termination of registration under Section 12(g) of
the Act. The Reporting Persons also retain the right to change their investment intent at any time, to acquire additional shares of Common
Stock or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially
owned by them (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Persons
may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.
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Item 5.
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Interest in Securities of the Issuer
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The information contained in rows 7, 8, 9, 10, 11 and
13 of the cover page of this Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of
this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
As of the date hereof, Mr. Niermann,
may be deemed to beneficially own an aggregate of 20,520,833 shares of Common Stock, reported as follows: (i) 520,833 shares of Common
Stock underlying options held directly by Mr. Niermann and (ii) 20,000,000 shares of Common Stock held directly by Pioneer. Excludes 729,167
shares of Common Stock underlying unvested options held by Mr. Niermann. As a result of the foregoing, for purposes of Rule 13d-3 under
the Securities Exchange Act of 1934, as amended, Mr. Niermann, may be deemed to beneficially own 20,520,833 shares of Common Stock of
the Issuer, representing 15.3% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the Filing Date.
The foregoing beneficial ownership
percentage is based upon 133,470,141 shares of Common Stock issued and outstanding as of the date hereof, based on information received
from the Issuer and other public information.
Except as described herein, during
the past sixty (60) days, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable
for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive
control over the securities thereof.
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Item 6.
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Contracts, Arrangements, Understandings or Relationships With Respect to Securities
of the Issuer
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The information set forth in Items
3, 4 and 5 of this Statement is incorporated herein by reference.
Mr.
Niermann, in his capacity as an officer and director of the Issuer may be entitled to receive cash compensation and equity compensation,
including stock option or other equity awards, pursuant to the Stock Option Plan and the Issuer’s director compensation policy,
in effect from time to time. Mr. Niermann will serve as an officer and director until his successor has been elected and qualified or
until the earlier of his resignation or removal. As an officer of the Issuer, Mr. Niermann will
also be eligible to participate in any executive benefit plan or program the Issuer may adopt.
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Item 7.
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Material to be Filed as Exhibits
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The following exhibit
is incorporated into this Schedule 13D:
Exhibit 1
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Joint Filing Agreement, dated November 30, 2021, signed by each of the Reporting Persons in order to confirm
that this Schedule 13D (and any amendments hereto) are being filed on behalf of each of the Reporting Persons.
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Exhibit 2
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Agreement
and Plan of Merger, dated as of January 3, 2020, by and among Interlink Plus, Inc., Loop Media Acquisition, Inc. and Loop Media, Inc.
(incorporated by reference to Exhibit 2.1 to the Issuer’s Form 8-K filed with the SEC on February 7, 2020).
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Signature
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: November 30, 2021
Joanne Lytle, Attorney-in-Fact for Jon Niermann
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PIONEER PRODUCTIONS, LLC
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By: Jon Niermann, its Sole Member
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Name:
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Joanne Lytle
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Title:
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Attorney-in-Fact for Jon Niermann, Sole Member
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Attention: Intentional misstatements or omissions
of fact constitute Federal criminal violations (See 18 U.S.C. 1001).