LOOP INDUSTRIES, INC. (OTCMKTS:LLPP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On May 29, 2019, Loop Industries, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) by and among the Company, Northern Private Capital Fund I Limited Partnership, an accredited investor (the “Purchaser”), and Daniel Solomita (“Solomita”), in his individual capacity and solely for the purposes of the Voting Arrangement (as defined below), to which the Company has agreed to issue and sell to the Purchaser in a registered direct offering (the “Offering”) an aggregate of 4,093,567 shares (the “Shares”) of the Company’s common stock (the “Common Stock”) at a per share purchase price of $8.55 per share, for aggregate net proceeds of approximately $34.6 million, after deducting estimated offering expenses payable by the Company, of approximately $400,000. Concurrently with the Offering and to the Purchase Agreement, the Company has agreed to issue to the Purchaser options to purchase up to an additional 4,093,567 shares of the Company’s common stock at an exercise price of $11.00 per share, which will vest on December 15, 2019 and are exercisable for three years following the closing date of the Offering (the “Option Issuance”). The Company expects that the Offering will close on or about June 14, 2019, which will be the twelfth business day following the date of this Form 8-K (such settlement being referred to as T+12), subject to satisfaction of certain customary closing conditions, but in no event later than June 28, 2019. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise.
The Company intends to use the net proceeds from the Offering to fund its equity commitments for the construction of its first commercial manufacturing facility to its joint venture with Indorama Ventures, as well as general corporate purposes, including continued investment in research and development for further innovation and funding ongoing operations.
to the Purchase Agreement, immediately after the Company’s 2019 Annual Meeting of Stockholders on June 27, 2019 and for as long as the Purchaser holds at least 4,000,000 shares of Common Stock, the Purchaser has the right to nominate one director (the “Purchaser Nominee”) to be appointed to the Company’s board of directors (the “Board”) and Solomita has agreed to vote all shares of Common Stock he then owns or has control over to elect such director (the “Voting Arrangement”).
The issuance and sale of the Shares is registered under the Securities Act of 1933 (the “Securities Act”) to the Company’s Registration Statement on Form S-3 (No. 333-226789), which was declared effective by the Securities and Exchange Commission (the “SEC”) on August 10, 2018, supplemented by a prospectus supplement dated May 29, 2019 and filed with the SEC to Rule 424(b)(5) under the Securities Act. The Shares have not been qualified by prospectus under the securities laws of any province or territory of Canada and are being issued and sold in Canada to an exemption from the prospectus requirements of Canadian securities laws. For purposes of compliance with the Securities Act, the Securities may only be offered by means of a prospectus under the Securities Act. Copies of the prospectus and prospectus supplement can be obtained directly from the Company’s website at http://www.loopindustries.com/en/investors/sec and at the SEC’s website at www.sec.gov. No statement in this document or the attached exhibits is an offer to purchase or a solicitation of an offer to sell securities. No offer, solicitation or sale will be made in any jurisdiction in which such offer, solicitation or sale is unlawful.
A copy of the opinion of Ballard Spahr LLP relating to the legality of the issuance and sale of the Shares in the Offering is attached as Exhibit 5.1 hereto. The form of the Purchase Agreement is filed as Exhibit 10.1, and is incorporated herein by reference. The foregoing description of such documents and the transactions contemplated thereby is qualified in its entirety by reference to such exhibits.
Loop Industries, Inc. Exhibit
EX-5.1 2 llpp_ex51.htm OPINION OF BALLARD SPAHR LLP llpp_ex51.htmEXHIBIT 5.1 May 29,…
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About LOOP INDUSTRIES, INC. (OTCMKTS:LLPP)
Loop Industries, Inc., formerly First American Group Inc., is a manufacturer of Purified Terephthalic Acid (PTA) and Mono Ethylene Glycol (MEG), the chemical components used in manufacturing polyethylene terephthalate (PET). The Company is engaged in designing, prototyping and building a closed loop plastics recycling business using a de-polymerization technology. Its technology uses waste PET plastics, such as water bottles, soda bottles, consumer packaging, carpets and industrial waste as feedstock to process. These feedstocks are available through municipal triage centers, industrial recycling and landfill reclamation projects. The Company operates in the United States and Canada. The Company focuses on depolymerizing waste plastics and converts them into valuable chemicals, ready to be reintroduced into the manufacturing of virgin plastics.