Form 8-K - Current report
August 16 2023 - 8:30AM
Edgar (US Regulatory)
0001643988
false
--09-30
0001643988
2023-08-15
2023-08-15
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 15, 2023
LOOP MEDIA, INC.
(Exact Name of Registrant as Specified in Charter)
Nevada |
|
001-41508 |
|
47-3975872 |
(State or Other Jurisdiction |
|
(Commission |
|
(IRS Employer |
of Incorporation) |
|
File Number) |
|
Identification No.) |
2600 West Olive Avenue, PMB 54470
Burbank, CA |
|
91505 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including area code:
(213) 436-2100
N/A
(Former Name or Former Address, if Changed Since
Last Report)
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered or to be registered pursuant to
Section 12(b) of the Act.
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common stock, $0.0001 par value per share |
|
LPTV |
|
The NYSE American, LLC |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark
if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes
in Fiscal Year.
As described under Proposal 3 of Item 5.07 of
this Current Report, on August 15, 2023, the stockholders of Loop Media, Inc. (the “Company”) voted at the Company’s
2023 Annual Meeting of Stockholders (the “Annual Meeting”) to approve an amendment (the “Amendment”) to the Company’s
Restated Articles of Incorporation (the “Articles of Incorporation”) to increase the number of shares of common stock, par
value of $0.0001 per share (“Common Stock”), authorized for issuance thereunder from 105,555,556 shares to 150,000,000 shares.
On August 15, 2023, the Company filed
the Amendment with the Secretary of State of the State of Nevada and such amendment became effective immediately. The foregoing description
of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which
is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On August 15, 2023, the Company held the
Annual Meeting. The matters voted on at the Annual Meeting were: (i) the election of directors, (ii) the ratification of the
appointment of the Company’s independent registered public accounting firm, (iii) the approval of an amendment to the Articles
of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 105,555,556 shares to 150,000,000
shares (“Proposal 3”), (iv) the approval of the adjournment of the Annual Meeting in the event that the number of shares
of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 are insufficient,
(v) the approval, on an advisory basis, of the executive compensation of the Company’s named executive officers, and (vi) the
approval, on an advisory basis, with respect to how often the Company will conduct an advisory vote on executive compensation.
The voting results for each item of business voted
upon at the Annual Meeting were as follows:
1. | The votes cast with respect to the proposal to elect Bruce A. Cassidy, Jon M. Niermann, Denise M. Penz,
Sonya Zilka and David Saint-Fleur as directors of the Company to hold office until the next annual meeting and until his or her successor
has been duly elected and qualified, or, if sooner, until the director’s death, resignation or removal were as follows: |
| |
FOR | |
WITHHELD | |
BROKER NON-VOTES |
Bruce A. Cassidy | |
27,366,244 | |
388,171 | |
15,465,453 |
Jon M. Niermann | |
27,734,570 | |
19,845 | |
15,465,453 |
Denise M. Penz | |
27,323,897 | |
430,518 | |
15,465,453 |
Sonya Zilka | |
27,419,459 | |
334,956 | |
15,465,453 |
David Saint-Fleur | |
27,525,710 | |
228,705 | |
15,465,453 |
The stockholders elected each nominee as a director of the Company.
2. | The votes cast with respect to the proposal to ratify the appointment of Marcum LLP as the Company’s
independent registered public accounting firm for the Company’s fiscal year ending September 30, 2023 were as follows: |
FOR | | |
| AGAINST | | |
| ABSTAIN | | |
BROKER NON-VOTES |
40,092,989 | | |
| 3,107,792 | | |
| 19,087 | | |
N/A |
The stockholders approved the proposal to ratify
the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30,
2023.
3. |
The votes cast with respect to the proposal to approve an amendment to the Articles of Incorporation to increase the number of shares of Common Stock available for issuance thereunder from 105,555,556 shares to 150,000,000 shares were as follows: |
FOR | | |
| AGAINST | | |
| ABSTAIN | | |
BROKER NON-VOTES |
38,821,799 | | |
| 4,379,522 | | |
| 18,547 | | |
N/A |
The stockholders approved the proposal to approve
the amendment to the Articles of Incorporation.
4. |
The votes cast with respect to the proposal to approve the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual Meeting and voting “FOR” the adoption of Proposal 3 are insufficient were as follows: |
FOR | | |
| AGAINST | | |
| ABSTAIN | | |
BROKER NON-VOTES |
38,733,447 | | |
| 4,466,909 | | |
| 19,512 | | |
N/A |
The stockholders approved the proposal to approve
the adjournment of the Annual Meeting in the event that the number of shares of Common Stock present or represented by proxy at the Annual
Meeting and voting “FOR” the adoption of Proposal 3 are insufficient.
5. |
The votes cast with respect to the proposal to approve, on an advisory basis, the executive compensation of the Company’s named executive officers were as follows: |
FOR | | |
| AGAINST | | |
| ABSTAIN | | |
BROKER NON-VOTES |
21,804,120 | | |
| 5,926,207 | | |
| 24,088 | | |
15,465,453 |
The stockholders approved the proposal to approve,
on an advisory basis, the executive compensation of the Company’s named executive officers.
6. |
The votes cast with respect to whether an advisory vote on executive compensation should be held every one, two or three years were as follows: |
ONE YEAR | | |
| TWO
YEARS | | |
|
THREE YEARS |
| ABSTAIN | | |
BROKER NON-VOTES |
25,883,401 | | |
| 6,940 | | |
|
1,856,340 |
| 7,734 | | |
15,465,453 |
The stockholders voted in favor of the “ONE
YEAR” option as the recommended frequency of future advisory votes on executive compensation. The Company’s board of directors
(the “Board”) has considered the outcome of this advisory vote on how often the Company will conduct an advisory vote on executive
compensation and has determined, as was recommended with respect to this proposal by the Board in the proxy statement for the Annual Meeting,
that the Company will conduct future advisory votes on executive compensation every year until the occurrence of the next vote on how
often the Company will conduct an advisory vote on executive compensation.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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 hereunto duly authorized.
|
LOOP MEDIA, INC. |
|
|
|
Dated: August 16, 2023 |
By: |
/s/ Jon Niermann |
|
Name: |
Jon Niermann |
|
Title: |
Chief Executive Officer |
Exhibit 3.1
|
-
-
38,821,799 |
|
- -
-
-
-
-
|
| 29341725.1/056437.0001
Exhibit A
ARTICLE III
CAPITAL STOCK
Section 1. Authorized Shares. The aggregate number of shares which the Corporation
shall have authority to issue is one hundred sixty six million six hundred sixty six thousand six
hundred sixty seven (166,666,667) shares, consisting of two classes to be designated,
respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value
of $.0001 per share. The total number of shares of Common Stock that the Corporation shall
have authority to issue is one hundred fifty million (150,000,000) shares. The total number of
shares of Preferred Stock that the Corporation shall have authority to issue is sixteen million six
hundred sixty six thousand six hundred sixty seven (16,666,667) shares. The Preferred Stock
may be issued in one or more series, each series to be appropriately designated by a
distinguishing letter or title, prior to the issuance of any shares thereof. The voting powers,
designations, preferences, limitations, restrictions, and relative, participating, optional and other
rights, and the qualifications, limitations, or restrictions thereof, of the Preferred Stock shall
hereinafter be prescribed by resolution of the board of directors pursuant to Section 3 of this
Article III, except for the Series A Convertible Preferred Stock, which is set forth herein.1
1 1
The Series B stock was created by a Certificate of Designation which is incorporated into these Restated Articles.
- -
-
-
|
v3.23.2
Cover
|
Aug. 15, 2023 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Aug. 15, 2023
|
Current Fiscal Year End Date |
--09-30
|
Entity File Number |
001-41508
|
Entity Registrant Name |
LOOP MEDIA, INC.
|
Entity Central Index Key |
0001643988
|
Entity Tax Identification Number |
47-3975872
|
Entity Incorporation, State or Country Code |
NV
|
Entity Address, Address Line One |
2600 West Olive Avenue
|
Entity Address, Address Line Two |
PMB 54470
|
Entity Address, City or Town |
Burbank
|
Entity Address, State or Province |
CA
|
Entity Address, Postal Zip Code |
91505
|
City Area Code |
213
|
Local Phone Number |
436-2100
|
Written Communications |
false
|
Soliciting Material |
false
|
Pre-commencement Tender Offer |
false
|
Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common stock, $0.0001 par value per share
|
Trading Symbol |
LPTV
|
Security Exchange Name |
NYSE
|
Entity Emerging Growth Company |
false
|
X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
+ References
+ Details
Name: |
dei_AmendmentFlag |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionEnd date of current fiscal year in the format --MM-DD.
+ References
+ Details
Name: |
dei_CurrentFiscalYearEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:gMonthDayItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionFor the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.
+ References
+ Details
Name: |
dei_DocumentPeriodEndDate |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:dateItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.
+ References
+ Details
Name: |
dei_DocumentType |
Namespace Prefix: |
dei_ |
Data Type: |
dei:submissionTypeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 1 such as Attn, Building Name, Street Name
+ References
+ Details
Name: |
dei_EntityAddressAddressLine1 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionAddress Line 2 such as Street or Suite number
+ References
+ Details
Name: |
dei_EntityAddressAddressLine2 |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- Definition
+ References
+ Details
Name: |
dei_EntityAddressCityOrTown |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCode for the postal or zip code
+ References
+ Details
Name: |
dei_EntityAddressPostalZipCode |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the state or province.
+ References
+ Details
Name: |
dei_EntityAddressStateOrProvince |
Namespace Prefix: |
dei_ |
Data Type: |
dei:stateOrProvinceItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionA unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityCentralIndexKey |
Namespace Prefix: |
dei_ |
Data Type: |
dei:centralIndexKeyItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionIndicate if registrant meets the emerging growth company criteria.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityEmergingGrowthCompany |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionCommission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
+ References
+ Details
Name: |
dei_EntityFileNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:fileNumberItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTwo-character EDGAR code representing the state or country of incorporation.
+ References
+ Details
Name: |
dei_EntityIncorporationStateCountryCode |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarStateCountryItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityRegistrantName |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionThe Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b-2
+ Details
Name: |
dei_EntityTaxIdentificationNumber |
Namespace Prefix: |
dei_ |
Data Type: |
dei:employerIdItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionLocal phone number for entity.
+ References
+ Details
Name: |
dei_LocalPhoneNumber |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:normalizedStringItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 13e -Subsection 4c
+ Details
Name: |
dei_PreCommencementIssuerTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 14d -Subsection 2b
+ Details
Name: |
dei_PreCommencementTenderOffer |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTitle of a 12(b) registered security.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection b
+ Details
Name: |
dei_Security12bTitle |
Namespace Prefix: |
dei_ |
Data Type: |
dei:securityTitleItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionName of the Exchange on which a security is registered.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Number 240 -Section 12 -Subsection d1-1
+ Details
Name: |
dei_SecurityExchangeName |
Namespace Prefix: |
dei_ |
Data Type: |
dei:edgarExchangeCodeItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Exchange Act -Section 14a -Number 240 -Subsection 12
+ Details
Name: |
dei_SolicitingMaterial |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
+ References
+ Details
Name: |
dei_TradingSymbol |
Namespace Prefix: |
dei_ |
Data Type: |
dei:tradingSymbolItemType |
Balance Type: |
na |
Period Type: |
duration |
|
X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
+ ReferencesReference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Securities Act -Number 230 -Section 425
+ Details
Name: |
dei_WrittenCommunications |
Namespace Prefix: |
dei_ |
Data Type: |
xbrli:booleanItemType |
Balance Type: |
na |
Period Type: |
duration |
|
Loop Media (AMEX:LPTV)
Historical Stock Chart
From Apr 2024 to May 2024
Loop Media (AMEX:LPTV)
Historical Stock Chart
From May 2023 to May 2024