Filing Details
- Accession Number:
- 0000905718-21-001347
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2021-10-15 19:53:10
- Reporting Period:
- 2020-02-05
- Accepted Time:
- 2021-10-15 19:53:10
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1643988 | Loop Media Inc. | LPTV | () | 4 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1484879 | Sr. A. Bruce Cassidy | C/O Loop Media, Inc. 700 N. Central Ave. Suite 430 Glendale CA 91203 | Yes | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Disposition | 2020-02-05 | 60,000,000 | $0.00 | 0 | No | 4 | J | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| Common Stock | Acquisiton | 2020-09-30 | 960,000 | $1.25 | 960,000 | No | 4 | P | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| Common Stock | Acquisiton | 2021-06-01 | 3,529 | $2.80 | 3,529 | No | 4 | J | Indirect | By Excel Family Partners LLLP |
| Common Stock | Acquisiton | 2021-06-01 | 7,982 | $2.80 | 967,982 | No | 4 | J | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| Common Stock | Acquisiton | 2021-08-17 | 363,163 | $2.92 | 366,692 | No | 4 | P | Indirect | By Excel Family Partners LLLP |
| Common Stock | Acquisiton | 2021-08-17 | 5,349,945 | $0.16 | 5,716,637 | No | 4 | P | Indirect | By Excel Family Partners LLLP |
| Common Stock | Acquisiton | 2021-09-30 | 320,000 | $0.00 | 6,036,637 | No | 4 | P | Indirect | By Excel Family Partners LLLP |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | J | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| No | 4 | P | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| No | 4 | J | Indirect | By Excel Family Partners LLLP |
| No | 4 | J | Indirect | By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 |
| No | 4 | P | Indirect | By Excel Family Partners LLLP |
| No | 4 | P | Indirect | By Excel Family Partners LLLP |
| No | 4 | P | Indirect | By Excel Family Partners LLLP |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series B Preferred Stock | Acquisiton | 2020-02-05 | 200,000 | $0.00 | 20,000,000 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2020-02-05 | 2,654,000 | $0.00 | 0 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2020-02-05 | 30,000 | $0.00 | 0 | $0.00 |
| Common Stock | Series A Preferred Stock | Disposition | 2020-02-05 | 16,000 | $3.13 | 0 | $0.00 |
| Common Stock | Warrant | Acquisiton | 2020-03-11 | 2,666,667 | $0.00 | 2,666,667 | $0.75 |
| Common Stock | 4% Convertible Note | Acquisiton | 2020-12-01 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | Warrant | Acquisiton | 2020-12-01 | 68,182 | $0.00 | 68,182 | $2.75 |
| Common Stock | 4% Convertible Note | Acquisiton | 2021-04-01 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | 4% Convertible Note | Acquisiton | 2021-04-01 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | 4% Convertible Note | Acquisiton | 2021-05-01 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | Warrant | Acquisiton | 2021-05-01 | 36,364 | $0.00 | 36,364 | $2.75 |
| Common Stock | 4% Convertible Note | Acquisiton | 2021-06-01 | 0 | $0.00 | 0 | $0.00 |
| Common Stock | Warrant | Acquisiton | 2021-06-01 | 36,364 | $0.00 | 36,364 | $2.75 |
| Common Stock | Warrant | Acquisiton | 2021-09-30 | 320,000 | $0.00 | 320,000 | $2.75 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 200,000 | No | 4 | J | Indirect | ||
| 46,000 | No | 4 | J | Indirect | ||
| 16,000 | No | 4 | G | Indirect | ||
| 0 | No | 4 | S | Indirect | ||
| 2,666,667 | 2030-03-11 | No | 4 | J | Indirect | |
| 0 | 2022-12-01 | No | 4 | P | Indirect | |
| 68,182 | No | 4 | P | Indirect | ||
| 0 | 2022-12-01 | No | 4 | P | Indirect | |
| 0 | 2022-12-01 | No | 4 | P | Indirect | |
| 0 | 2022-12-01 | No | 4 | P | Indirect | |
| 36,364 | No | 4 | P | Indirect | ||
| 0 | 2022-12-01 | No | 4 | P | Indirect | |
| 36,364 | No | 4 | P | Indirect | ||
| 320,000 | No | 4 | P | Indirect |
Footnotes
- Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose.
- On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date.
- Each share of Series A Preferred Stock was convertible at any time into 100 shares of Common Stock. The Series A Preferred Stock had no expiration date.
- Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person.
- Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control.
- 3,529 shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes.
- 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note.
- Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%).
- Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020.
- Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25.
- Warrants are exercisable at any time and expire on September 30, 2024.
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