UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Loop
Media, Inc.
(Name
of Issuer)
Common
Stock, par value $0.0001 per share
(Title
of Class of Securities)
54352F206
(CUSIP
Number)
Jon
Niermann
c/o
Loop Media, Inc.
2600 West Olive Avenue, Suite 5470
Burbank,
CA 91505
(213)
436-2100
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
October
19, 2022
(Date
of Event which Requires Filing of this Statement)
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. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7
for other parties to whom copies are to be sent.
*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. 54352F206 |
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1. |
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. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): WC (See Item 3) |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ |
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6. |
Citizenship
or Place of Organization: United States |
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Number
of |
7.
Sole Voting Power: |
1,167,833* |
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Shares
Beneficially |
8.
Shared Voting Power: |
6,666,667* |
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Owned
by |
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Each
Reporting |
9.
Sole Dispositive Power: |
1,167,833* |
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Person
With |
10.
Shared Dispositive Power: |
6,666,667* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
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7,834,500*
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 11.7%* |
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14. |
Type
of Reporting Person (See Instructions): IN |
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*As
of the date hereof, Jon Niermann (“Mr. Niermann”) may be deemed to beneficially own an aggregate of 7,834,500
shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”),
reported as follows: (i) (a) 707,070 shares of Common Stock underlying a stock option currently exercisable at an exercise price
of $4.95 per share, (b) 373,263 shares of Common Stock underlying a stock option currently exercisable at an exercise price of
$3.30 per share, and (c) 87,500 shares of Common Stock underlying vested restricted stock units held directly by Mr. Niermann;
(ii) 6,666,666 shares of Common Stock held directly by The Jon Maxwell Niermann Living Trust, of which Mr. Niermann is the Trustee, and
(iii) 1 share of common stock held by Pioneer Productions, LLC (“Pioneer”), where Mr. Niermann is the Sole Member.
Excludes 43,403 shares of Common Stock underlying a stock option and 262,500 shares of Common Stock underlying unvested
restricted stock units held by Mr. Niermann that are not exercisable within 60 days of the date hereof. 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 7,834,500
shares of Common Stock of the Issuer, representing 11.7% of the shares of Common Stock of the Issuer deemed issued and outstanding
as of the date hereof.
The
foregoing beneficial ownership percentage is based upon 65,613,394 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. 54352F206 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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The
Jon Maxwell Niermann Living Trust |
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2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): WC (See Item 3) |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ |
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6. |
Citizenship
or Place of Organization: United States |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
6,666,666*
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Owned
by |
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Each
Reporting |
9.
Sole Dispositive Power: |
0 |
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Person
With |
10.
Shared Dispositive Power: |
6,666,666* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
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6,666,666*
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 10.2%* |
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14. |
Type
of Reporting Person (See Instructions): OO |
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*As of the date hereof, the Jon Maxwell Niermann
Living Trust (the “Niermann Trust”) may be deemed to beneficially own an aggregate of 6,666,666 shares of Common Stock, par
value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”). As a result of
the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Niermann Trust may be deemed to
beneficially own 6,666,666 shares of Common Stock of the Issuer, representing 10.2% of the shares of Common Stock of the Issuer deemed
issued and outstanding as of the date hereof.
The foregoing beneficial ownership percentage
is based upon 65,613,394 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. 54352F206 |
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1. |
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. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): WC (See Item 3) |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ |
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6. |
Citizenship
or Place of Organization: Nevada |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
1* |
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Owned
by |
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Each
Reporting |
9.
Sole Dispositive Power: |
0 |
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Person
With |
10.
Shared Dispositive Power: |
1*
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
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1*
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 0%* |
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14. |
Type
of Reporting Person (See Instructions): OO |
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*As of the date hereof, Pioneer Productions, LLC (“Pioneer”) directly owns 1 share of Common Stock, par value
$0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”), representing 0% of
the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The
foregoing beneficial ownership percentage is based upon 65,613,394 shares of Common Stock issued and outstanding as of the Filing
Date, based on information received from the Issuer and other public information.
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on November 30, 2021, and Amendment No. 1 thereto filed on October 6, 2022 (collectively,
the “Schedule 13D”). Except as set forth below, the Schedule 13D remains in effect, and capitalized terms used
herein but not defined herein have such respective meanings as defined in the Schedule 13D. The information set forth in response to
each separate Item below shall be deemed to be a response to all Items where such information is relevant.
Item
3. |
Source
and Amount of Funds or Other Consideration |
Item
3 of the Schedule 13D is supplemented to add the following:
On October 19, 2022,
Pioneer, of which Mr. Niermann is the Sole Manager, transferred, for no consideration, 6,666,666 shares of Common Stock to the Niermann
Trust, of which Mr. Niermann is the Trustee, and members Mr. Niermann’s immediate family are the sole beneficiaries of the Niermann
Trust. Mr. Niermann remains the beneficial owner of the securities held by the Niermann Trust.
Item
5. |
Interest
in Securities of the Issuer |
Item
5 of the Schedule 13D is amended and restated as follows:
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 7,834,500 shares of Common Stock, reported as follows: (i) (a)
707,070 shares of Common Stock underlying a stock option currently exercisable at an exercise price of $4.95 per share, (b) 373,263
shares of Common Stock underlying a stock option currently exercisable at an exercise price of $3.30 per share, and (c) 87,500
shares of Common Stock underlying vested restricted stock units held directly by Mr. Niermann; (ii) 6,666,666 shares of Common Stock
held directly by The Jon Maxwell Niermann Living Trust, of which Mr. Niermann is the Trustee; and (iii) one (1) share of common stock
held directly by Pioneer. Excludes 43,403 shares of Common Stock underlying a stock option and 262,500 shares of Common
Stock underlying unvested restricted stock units held by Mr. Niermann that are not exercisable within 60 days of the date hereof. 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 7,834,500 shares of Common Stock of the Issuer, representing 11.7% of the shares of Common Stock of
the Issuer deemed issued and outstanding as of the date hereof.
The
foregoing beneficial ownership percentage is based upon 65,613,394 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 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.
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:
October 6, 2023
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By: |
/s/
Joanne Lytle |
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Joanne
Lytle, Attorney-in-Fact for Jon Niermann |
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THE JON MAXWELL NIERMANN LIVING TRUST |
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By: |
Jon Niermann, its Trustee |
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By: |
/s/ Joanne Lytle |
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Name: |
Joanne Lytle |
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Title: |
Attorney-in-Fact for Jon Niermann, Trustee |
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PIONEER
PRODUCTIONS, LLC |
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By: |
Jon
Niermann, its Sole Member |
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By: |
/s/
Joanne Lytle |
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Name:
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Joanne
Lytle |
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Title: |
Attorney-in-Fact
for Jon Niermann, Sole Member |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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