UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 Amendment No. 1 to

FORM 10-Q

 

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended August 31, 2015

 

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from __________ to _________

 

Commission File No. 000-54768

 

LOOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-2094706

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

1999 Avenue of the Stars, Suite 2520

Los Angeles, California 90067

(Address of principal executive offices, zip code)

 

(781) 821-6600

 (Registrant's telephone number, including area code)

 

_________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No  ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  ¨ No x

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)  

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act):

Yes  ¨ No  x

 

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes  ¨ No ¨

 

APPLICABLE ONLY TO CORPORATE ISSUERS

 

As of August 31, 2015, there were 29,810,800 shares of common stock, $0.001 par value per share, outstanding.

 

 

   

EXPLANITORY NOTE

 

Loop Industries, Inc., a Nevada corporation (the "Company"), is making this Amendment No. 1 to Quarterly Report Form 10-Q ("Amendment No. 1 to Form 10-Q") for the quarterly period ended August 31, 2015, solely to correct a typographical error the Company made when the Company erroneously checked the "Yes" box on the cover of its Annual Report on Form 10-Q for the year ended August 31, 2015 (filed with the Securities and Exchange Commission on October 20, 2015), erroneously indicating that the Company was a shell company.  In checking the box that the Company is not a shell company in this Amendment No. 1 to Form 10-Q, the Company confirms that it has not been a shell company (as defined in Rule 405 of the Securities Act of 1933, as amended, and in Rule 12b-2 of the Secuities Exchange Act of 1934, as amended) since June 29, 2015, as originally disclosed in the Company's Form 8-K, filed with the Securities and Exchange Commission on June 30, 2015.

 

This Amendment No. 1 Form 10-Q does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way disclosures made in the original Form 10-Q.

 

 
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ITEM 6. EXHIBITS.

 

Exhibits required by Item 601 of Regulation SK.

 

Exhibit

Description

2.1

Share Exchange Agreement, dated June 29, 2015, by and among the First American Group Inc., Loop Holdings, Inc., a Nevada corporation, and the holders of common stock of Loop Holdings, Inc. (2)

3.1.1

Articles of Incorporation (1)

3.1.2

Certificate of Amendment

3.1.3

Certificate of Change

3.2

Bylaws (1)

31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1

Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS*

XBRL Instance Document (3)

101.SCH*

XBRL Taxonomy Extension Schema Document (3)

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document (3)

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document (3)

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document (3)

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document (3)

_______________  

(1) Incorporated by reference to the Registrant's Form S-1 (File No. 333-171091), filed with the Commission on December 10, 2010.

 

(2) Incorporated by reference to Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 30, 2015.

 

(3) Incorporated by reference to Amendment No. 1 to Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on January 20, 2016.

 

* XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 
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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, thereunto duly authorized.

 

LOOP INDUSTRIES, INC.

(Name of Registrant)

 

Date: August 12, 2016

By:

/s/ Daniel Solomita

 

Name:

Daniel Solomita

 

Title:

President and Chief Executive Officer

(principal administrative officer,

principal financial officer and principal accounting officer)

 

 

 

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