false
0001643988
0001643988
2024-12-05
2024-12-05
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): December 5, 2024
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, Suite 5470
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 (see General Instruction A.2. below):
| ☐ |
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 |
| N/A |
|
N/A |
|
N/A |
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 1.01 Entry into a Material Definitive Agreement.
On
December 5, 2024, Loop Media, Inc., a Nevada corporation (the “Company”), entered into a Securities Purchase
Agreement (the “Purchase Agreement”) with an accredited investor pursuant to which the Company sold, in a private
placement (the “Offering”), 2,127,659 shares of the Company’s common stock, par value $0.0001 per share,
at a per share price of $0.0470, the closing price per share as quoted on the OTC Pink Current, operated by the OTC Markets Group,
Inc., on December 4, 2024, for an aggregate purchase price of $100,000.00, which proceeds will be used for general
corporate purposes.
The
Purchase Agreement includes customary representations, warranties and covenants by the Company. The Offering was made pursuant to
Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”), and Rule
506(c) promulgated thereunder.
The
foregoing description of the Purchase Agreement does not purport to be complete and is qualified by reference to the full text of the
Purchase Agreement, which is attached to this Current Report on Form 8-K (the “Current Report”) as Exhibit 10.1
and is incorporated herein by reference.
Item
2.02. Results of Operations and Financial Condition.
On
December 10, 2024, the Company issued a press release regarding the Company’s financial results
for its full fiscal year 2024 and fiscal fourth quarter ended September 30, 2024. The full text of the press release is furnished as
Exhibit 99.1 to this Current Report and is incorporated by reference herein.
The
information in this Item 2.02 of this Current Report and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Forward-Looking
Statements
This
Current Report, including Exhibit 99.1 furnished herewith, contains forward-looking statements within the meaning of the federal securities
laws. Forward-looking statements typically are identified by use of terms such as “may,” “will,” “should,”
“plan,” “expect,” “anticipate,” “estimate” and similar words, and the opposites of such
words, although some forward-looking statements are expressed differently. Forward-looking statements involve known and unknown risks
and uncertainties that exist in the Company’s operations and business environment, which may be beyond the Company’s control,
and which may cause actual results, performance or achievements to be materially different from future results, performance or achievements
expressed or implied by such forward-looking statements. All statements other than statements of historical fact are statements that
could be forward-looking statements. For example, forward-looking statements include, without limitation: statements regarding prospects
for additional customers; market forecasts; projections of earnings, revenues, synergies, accretion or other financial information; and
plans, strategies and objectives of management for future operations. The risks and uncertainties referred to above include, but are
not limited to, risks detailed from time to time in the Company’s filings with the Securities and Exchange Commission, including
its Annual Report on Form 10-K for the year ended September 30, 2024. These risks could cause actual results to differ materially from
those expressed in any forward-looking statements made by, or on behalf of, the Company. Forward-looking statements represent the judgment
of management of the Company regarding future events. Although the Company believes that the expectations reflected in such forward-looking
statements are reasonable at the time that they are made, the Company can give no assurance that such expectations will prove to be correct.
Unless otherwise required by applicable law, the Company assumes no obligation to update any forward-looking statements, and expressly
disclaims any obligation to do so, whether as a result of new information, future events or otherwise.
Item 3.02 Unregistered Sales of Equity Securities.
The information in Item 1.01 is incorporated by reference into this Item 3.02.
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 Current Report to be signed on its behalf
by the undersigned, hereunto duly authorized.
| Date:
December 10, 2024 |
LOOP
MEDIA, INC. |
| |
|
|
| |
By: |
/s/
Justis Kao |
| |
|
Justis
Kao, CEO |
Exhibit
10.1
SECURITIES
PURCHASE AGREEMENT
This
SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of December 5, 2024 (the “Effective
Date”), between Loop Media, Inc., a Nevada corporation (the “Company”), and the purchaser identified
on the signature pages hereto (the “Purchaser”), and is effective as of the Effective Date.
WHEREAS,
subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) under the Securities Act of 1933, as
amended (the “Securities Act”), and Rule 506(c) promulgated thereunder, the Company is selling, in a private
placement (the “Offering”), two million one hundred seven six hundred fifty nine (2,127,659) shares of common
stock of the Company (the “Shares” or the “Securities”) at a per share price of $0.0470,
the closing price per share as quoted on the OTC Markets OTC Pink on December 4, 2024, or an aggregate purchase price of $100,000.00
(the “Purchase Price”); and
WHEREAS,
the Company desires, at the Closing, to issue and sell to the Purchaser, and the Purchaser desires to purchase from the Company, the
Shares as more fully described in this Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the
receipt and adequacy of which are hereby acknowledged, the Company and the Purchaser agree as follows:
ARTICLE
I.
DEFINITIONS
1.1
Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the terms contained
herein have the meanings set forth in Appendix 1:
ARTICLE
II.
PURCHASE
AND SALE OF THE SHARES
2.1
The Offering.
(a)
The purchase and sale of the Shares by the Company to the Purchaser shall occur at the Closing of the Offering to occur on or about December
5, 2024.
2.2
Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the
execution and delivery of this Agreement by the Company and the Purchaser, the Company agrees to sell, and the Purchaser agrees to purchase,
the Shares. On or before the Closing Date, the Purchaser shall deliver to the Company, via wire transfer, in immediately available funds,
the Purchase Price, and the Company shall deliver to the Purchaser its Shares, and the Company and the Purchaser shall deliver the other
items set forth in Section 2.3 deliverable at Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3 and
2.4, the Closing shall occur remotely via the delivery of electronic Closing documents.
2.3
Deliveries.
(a)
On or prior to the Closing Date, the Company shall deliver or cause to be delivered to the Purchaser the following: (i) this Agreement
duly executed by the Company; and (ii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to
deliver the Shares.
(b)
On or prior to the Closing Date, the Purchaser shall deliver or cause to be delivered to the Company the following: (i) this Agreement
duly executed by the Purchaser; (ii) an Accredited Investor Questionnaire (in the form set out as Exhibit A hereto), duly executed by
the Purchaser; and (iii) the Purchaser’s Purchase Price by wire transfer to the Company.
2.4
Closing Conditions.
(a)
The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met: (i) the accuracy
in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in
all respects) on the Closing Date of the representations and warranties of the Purchaser contained herein (unless as of a specific date
therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of the Purchaser required
to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Purchaser of the items set forth
in Section 2.3(b) of this Agreement.
(b)
The respective obligations of the Purchaser hereunder in connection with the Closing are subject to the following conditions being met:
(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse
Effect, in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless
as of a specific date therein in which case they shall be accurate as of such date); (ii) all obligations, covenants and agreements of
the Company required to be performed at or prior to the Closing Date shall have been performed; and (iii) the delivery by the Company
of the items set forth in Section 2.3(a) of this Agreement.
ARTICLE
III.
REPRESENTATIONS
AND WARRANTIES
3.1
Representations and Warranties of the Company. Except as set forth in the Disclosure Schedule, which Disclosure Schedule shall
be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the
corresponding section of the Disclosure Schedule, and except as disclosed in the SEC Reports (as defined below), the Company hereby makes
the following representations and warranties to the Purchaser:
(a)
Subsidiaries; Organization and Qualification; Authorization; Enforcement. The Company does not have any direct or indirect subsidiaries,
other than Retail Media TV, Inc., a Nevada corporation. The Company is an entity duly incorporated or otherwise organized, validly existing
and in good standing under the laws of Nevada, with the requisite power and authority to own and use its properties and assets and to
carry on its business as currently conducted. The Company is not in violation nor default of any of the provisions of its articles of
incorporation, bylaws or other organizational or charter documents. The Company is duly qualified to conduct business and is in good
standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned
by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could
not have or reasonably be expected to result in a Material Adverse Effect and no Proceeding has been instituted in any such jurisdiction
revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company has the
requisite corporate power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents and
otherwise to carry out its obligations thereunder. Each Transaction Document to which it is a party will constitute the valid and binding
obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles
and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’
rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable
remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b)
No Conflicts. The execution, delivery and performance by the Company of the Transaction Documents to which it is a party, the
issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not
conflict with or violate any provision of the Company’s articles of incorporation, bylaws or other organizational or charter documents.
(c)
Filings, Consents and Approvals; Issuance of the Securities. Except for those that have already been obtained, the Company is
not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any
court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance
by the Company of the Transaction Documents, other than: (i) the filings required by the Commission related to the Securities in this
offering and (ii) such filings as are required to be made under applicable state securities laws (collectively, the “Required
Approvals”). The Shares are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents,
will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company.
(d)
Capitalization. The capitalization of the Company is as set forth in the Company’s SEC Reports and as contemplated by the
sale of Shares under this Agreement. Except as set forth in the SEC Reports, there are no outstanding options, warrants, scrip rights
to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into
or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Common Stock.
(e)
SEC Reports; Financial Statements. Except as disclosed in the Company’s SEC Reports, the Company has filed all reports,
schedules, forms, statements and other documents required to be filed or submitted by the Company under the Securities Act and the Exchange
Act, including pursuant to Section 13(a) or15(d) thereof, for the 12 months preceding the date hereof (the foregoing materials, including
the exhibits thereto and documents incorporated by reference therein, and the Audited Financial Statements, being collectively referred
to herein as the “SEC Reports”). The financial statements of the Company included in the SEC Reports comply in all
material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in
effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting
principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified
in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required
by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results
of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end
audit adjustments. The Audited Financial Statements of the Company comply in all material respects with applicable accounting requirements
and the rules and regulations of the Commission with respect thereto as in effect on the date hereof. Such Audited Financial Statements
have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto, except
as such Audited Financial Statements are subject to immaterial adjustments or changes in connection with the Independent Auditors’
finalization of their audit report for the annual financial statements and their review of the quarterly financial statements and except
that the quarterly financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the
financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended,
subject, in the case of unaudited quarterly statements, to normal, immaterial, year-end audit adjustments.
(f)
[Intentionally Omitted].
(g)
Intellectual Property. The Company has, or has rights to use, all patents, patent applications, trademarks, trademark applications,
service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights
as described in the SEC Reports as necessary or required for use in connection with its business and which the failure to so have could
have a Material Adverse Effect (collectively, the “Intellectual Property Rights”).
(h)
Accountants. Marcum LLP is the Company’s independent registered accounting firm (the “Independent Auditors”).
To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange
Act and (ii) is expected to express its opinion or has expressed its opinion with respect to the Audited Financial Statements and (iii)
is expected to review the Company’s quarterly and annual financial statements for the twelve-month period ended September 30, 2024.
3.2
Representations and Warranties of the Purchasers. The Purchaser hereby represents and warrants as of the date hereof and as of
the Closing Date to the Company as follows (unless as of a specific date therein):
(a)
Disclosure. The Purchaser has access to and fully reviewed all SEC Reports. The Purchaser is aware that an investment in the Shares
is highly speculative and subject to significant risks and has carefully read and considered all information provided to it or otherwise
publicly available. The Purchaser acknowledges that it has had access to the management of the Company and has had the opportunity to
ask questions and receive answers regarding an investment in the Shares.
(b)
Organization; Authority. The Purchaser is either an individual or an entity duly incorporated or formed, validly existing and
in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited
liability company or similar power and authority to enter into and to consummate the transactions contemplated by the Transaction Documents
and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction Documents and performance
by such Purchaser of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate,
partnership, limited liability company or similar action, as applicable, on the part of such Purchaser. Each Transaction Document to
which it is a party has been duly executed by such Purchaser, and when delivered by such Purchaser in accordance with the terms hereof,
will constitute the valid and legally binding obligation of such Purchaser, enforceable against it in accordance with its terms, except:
(i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited
by applicable law.
(c)
Understandings or Arrangements. The Purchaser is acquiring the Shares as principal for its own account and has no direct or indirect
arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation
and warranty not limiting the Purchaser’s right to sell the Shares in compliance with applicable federal and state securities laws).
The Purchaser is acquiring the Shares hereunder in the ordinary course of its business. In connection with its decision to purchase the
Shares, the Purchaser received and is relying only upon the SEC Reports, the Audited Financial Statements, the information referred to
in the Disclosure Schedule and the Transaction Documents and the documents incorporated by reference therein and has not relied on any
other information provided by the Company or any individual or entity acting on behalf of the Company.
(d)
Experience of Such Purchaser. The Purchaser, either alone or together with its representatives, has such knowledge, sophistication
and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment
in the Shares, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment
in the Shares and is able to afford a complete loss of such investment.
(e)
No Company Advice. The Purchaser understands that nothing in this Agreement or any other materials presented to the Purchaser
in connection with the purchase and sale of the Shares constitutes legal, tax or investment advice by the Company or any individual or
entity acting on behalf of the Company. The Purchaser has consulted such legal, tax and investment advisors as it, in its sole discretion,
has deemed necessary or appropriate in connection with its purchase of the Shares.
(f)
Accredited Investor Questionnaire. The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated
under the Securities Act. The Purchaser shall furnish any additional information requested by the Company or any of its affiliates to
assure compliance with applicable U.S. federal and state securities laws in connection with the purchase and sale of the Shares, including
an executed copy of an Accredited Investor Questionnaire in the form attached hereto as Exhibit A (the “Accredited Investor Questionnaire”).
Purchaser represents that such document is true, complete and accurate in all respects.
(g)
Restricted Shares. The Purchaser acknowledges that the Shares are restricted securities and must be held indefinitely unless subsequently
registered under the Securities Act or the Company receives an opinion of counsel reasonably satisfactory to the Company that such registration
is not required. The Purchaser acknowledges that certificates evidencing the Shares shall bear a restrictive legend set forth in Section
4.1 hereof. The Purchaser is aware of the provisions of Rule 144 promulgated under the Securities Act which provide a safe harbor for
the limited resale of stock purchased in a private placement subject to the satisfaction of certain conditions (if applicable), including,
among other things, the existence of a public market for the stock, the availability of certain current public information about the
Company, the resale occurring after certain holding periods have been met, the sale being conducted through a “broker’s transaction”
or a transaction directly with a “market maker” and the number of shares of the stock being sold during any three-month period
not exceeding specified limitations. The Purchaser further acknowledges and understands that the Company may not be satisfying the current
public information requirement of Rule 144 at the time the Purchaser wishes to sell the Securities and, if so, the Purchaser may be precluded
from selling the Shares under Rule 144 even if the required holding period has been satisfied.
(h)
No General Solicitation. The Purchaser is not purchasing the Shares as a result of any advertisement, article, notice or other communication
regarding the Shares published in any newspaper, magazine, e-mail or by electronic means on the internet, or similar media or broadcast
over television or radio or presented at any seminar or any other general solicitation or general advertisement.
(i)
Anti-Money Laundering; Anti-Bribery Laws; Sanctions laws. The Purchaser does not violate, attempt to violate, or engage in or
conspire to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, any of the Anti-Money Laundering
Laws (as defined in this Agreement), Sanctions Laws (as defined in this Agreement), Sanctions Program (as defined in this Agreement),
Anti-Bribery Laws (as defined in this Agreement), CAATSA (as defined in this Agreement) or CAATSA Sanctions Programs (as defined in this
Agreement). The Purchase does not finance, promote or otherwise support in any manner any illegal activity, including, without limitation,
in contravention of any Anti-Money Laundering Laws, Sanctions Laws, Sanctioned Program, Anti- Bribery Laws or in any Sanctioned Country
(as defined in this Agreement). “Anti-Money Laundering Laws” shall mean applicable financial recordkeeping and reporting
requirements and all other applicable U.S. and non-U.S. anti-money laundering laws, rules and regulations, including, but not limited
to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the United States Bank Secrecy Act, as amended
by the USA PATRIOT Act of 2001, and the United States Money Laundering Control Act of 1986 (18 U.S.C. §§1956 and 1957), as
amended, as well as the implementing rules and regulations promulgated thereunder, and the applicable money laundering statutes of all
applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered
or enforced by any governmental agency or self-regulatory. “Sanctions Laws” shall mean any sanctions administered or enforced
by OFAC or the U.S. Departments of State or Commerce and including, without limitation, the designation as a “Specially Designated
National” or on the “Sectoral Sanctions Identifications List”, collectively “Blocked Persons”), the United
Nations Security Council (“UNSC”), the European Union, Her Majesty’s Treasury (“HMT”) or any other relevant
sanctions authority. “Sanctions Programs” shall mean any OFAC, HMT or UNSC economic sanction program including, without limitation,
programs related to a Sanctioned Country. “Anti-Bribery Laws” shall mean of any provision of any applicable law or regulation
implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions or any applicable
provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended (the “FCPA”), the U.K. Bribery Act 2010, or any other
similar law of any other jurisdiction in which the Purchaser operates its business, including, in each case, the rules and regulations
thereunder. “CAATSA” shall mean Public Law No. 115-44 The Countering America’s Adversaries Through Sanctions Act. “CAATSA
Sanctions Programs” shall mean a country or territory that is, or whose government is, the subject of sanctions imposed by CAATSA.
“Sanctioned Country” shall mean a country or territory that is the subject or target of a comprehensive embargo or Sanctions
Laws prohibiting trade with the country or territory, including, without limitation, Crimea, Cuba, Iran, North Korea, Sudan and Syria.
ARTICLE
IV.
RESTRICTIVE
LEGEND
4.1
Transfer Restrictions. The Shares may only be disposed of in compliance with state and federal securities laws. In connection
with any transfer of Shares other than pursuant to an effective registration statement or Rule 144, the Company may require the transferor
thereof to provide to the Company an opinion of counsel selected by the transferor and reasonably acceptable to the Company, the form
and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration
of such transferred Shares under the Securities Act. The Purchaser agrees to the imprinting, so long as is required by this Section 4.1,
of a legend on any of the Shares in substantially the following form:
THIS
SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON
AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY
NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE
SECURITIES LAWS.
The
Purchaser agrees with the Company that the Purchaser will sell any Shares pursuant to either the registration requirements of the Securities
Act, including any applicable prospectus delivery requirements, or an exemption therefrom, and that if Shares are sold pursuant to a
registration statement, they will be sold in compliance with the plan of distribution set forth therein, and acknowledges that the removal
of the restrictive legend from certificates representing Shares as set forth in this Section 4.1 is predicated upon the Company’s
reliance upon this understanding.
4.2
State Legends. If required by the authorities of any State in connection with the issuance of the Shares, the legend or legends
required by such State authorities shall also be endorsed on all such certificates.
ARTICLE
V.
MISCELLANEOUS
5.1
Fees and Expenses. Each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any,
and all other expenses incurred by such party incident to the negotiation, preparation, execution, delivery and performance of this Agreement.
5.2
Entire Agreement. The Transaction Documents contain the entire understanding of the parties with respect to the subject matter
hereof and thereof and supersede all prior agreements and understandings, oral or written, with respect to such matters, which the parties
acknowledge have been merged into such documents, exhibits and schedules.
5.3
Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in
writing and shall be delivered to the address for such notices and communications as set forth on the signature pages attached hereto.
5.4
Amendments; Waivers. No provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument
signed, in the case of an amendment, by the Company and the Purchaser or, in the case of a waiver, by the party against whom enforcement
of any such waived provision is sought.
5.5
Headings. The headings herein are for convenience only, do not constitute a part of this Agreement and shall not be deemed to
limit or affect any of the provisions hereof.
5.6
Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and
permitted assigns. Except as otherwise set forth herein, this Agreement may not be assigned by any party hereto without the prior written
consent of the other party hereto. Except as otherwise set forth herein, nothing in this Agreement, expressed or implied, is intended
to confer on any person other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations
or liabilities under or by any reason of this Agreement.
5.7
No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors
and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person.
5.8
Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents
shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the
principles of conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and
defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto
or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively
in the state and federal courts sitting in New York, NY. Each party hereby irrevocably submits to the exclusive jurisdiction of the state
and federal courts sitting in New York, NY for the adjudication of any dispute hereunder or in connection herewith or with any transaction
contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably
waives, and agrees not to assert in any Proceeding, any claim that it is not personally subject to the jurisdiction of any such court,
that such Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service
of process and consents to process being served in any such Proceeding by mailing a copy thereof via registered or certified mail or
overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees
that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed
to limit in any way any right to serve process in any other manner permitted by law.
5.9
WAIVER OF JURY TRIAL. IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY,
THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
5.10
Survival. The representations and warranties contained herein shall survive the Closing and the delivery of the Shares.
5.11
Execution. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one
and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party,
it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission
or by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party
executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or “.pdf” signature
page were an original thereof.
5.12
Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to
be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall
remain in full force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially
reasonable efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that they would
have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared
invalid, illegal, void or unenforceable.
5.13
Remedies. In addition to being entitled to exercise all rights provided herein or granted by law, including recovery of damages,
each of the Purchaser and the Company will be entitled to specific performance under the Transaction Documents. The parties agree that
monetary damages may not be adequate compensation for any loss incurred by reason of any breach of obligations contained in the Transaction
Documents and hereby agree to waive and not to assert in any Action for specific performance of any such obligation the defense that
a remedy at law would be adequate.
5.14
Saturdays, Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required
or granted herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business
Day.
5.15
Construction. The parties agree that each of them and/or their respective counsel have reviewed and had an opportunity to revise
the Transaction Documents and, therefore, the normal rule of construction to the effect that any ambiguities are to be resolved against
the drafting party shall not be employed in the interpretation of the Transaction Documents or any amendments thereto. In addition, each
and every reference to share prices and shares of Common Stock in any Transaction Document shall be subject to adjustment for reverse
and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the
date of this Agreement.
5.16
Further Assurances. After the Closing, at the request of either party, the other party shall execute, acknowledge and deliver,
without further consideration, all such further assignments, conveyances, endorsements, deeds, powers of attorney, consents and other
documents and take such other action as may be reasonably requested to consummate the transactions contemplated by this Agreement.
[Signature
Pages Follow]
IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by their respective authorized signatory as of the Effective
Date.
| LOOP
MEDIA, INC. |
|
Address for Notice: |
| |
|
2600 West Olive Avenue, Suite 5470 |
| By: |
/s/
Justis Kao |
|
Burbank, CA 91505 |
| Name: |
Justis Kao |
|
Email: justis@loop.tv |
| Title: |
Interim CEO |
|
|
With a copy to:
Loop
Legal
Email:
legal@loop.tv
[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE
PAGE FOR PURCHASER FOLLOWS]
PURCHASER
SIGNATURE PAGE TO LOOP MEDIA, INC.
SECURITIES
PURCHASE AGREEMENT
IN
WITNESS WHEREOF, the Purchaser has caused this Agreement to be duly executed as of the Effective Date.
| Signature
of Authorized Signatory of Purchaser: |
/s/
NAME OF ACCREDITED INVESTOR |
| Name
of Authorized Signatory (if applicable): |
|
| |
|
| Title
of Authorized Signatory (if applicable): |
|
Effective
Date: December 5, 2024
| Email
Address of Authorized Signatory: |
[EMAIL] |
Address
for Notice to Purchaser:
Address
for Delivery of Securities to Purchaser (if not same as address for notice):
Purchase
Price: $100,000
Shares:
2,127,659
Social
Security or EIN Number: ___________________
Appendix
1
DEFINITIONS
“Affiliate”
means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control
with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Audited
Financial Statements” means the Company’s audited year-end financial statements for the years ended September 30, 2023
and 2022, as filed under the Exchange Act, pursuant to Section 13(a) or 15(d) thereof and included in SEC Reports.
“Business
Day” means any day except any Saturday, any Sunday, any day which is a federal legal holiday in the United States or any day
on which banking institutions in the State of California are authorized or required by law or other governmental action to close.
“Closing”
means the closing of the purchase and sale of the Shares pursuant to this Agreement.
“Closing
Date” means, in connection with any Closing, the date on which all of the Transaction Documents have been executed and delivered
by the applicable parties thereto, and all conditions precedent to (i) the Purchaser’s obligations to pay the Purchase Price and
(ii) the Company’s obligations to deliver the Shares, in each case, have been satisfied or waived.
“Commission”
means the United States Securities and Exchange Commission.
“Common
Stock” means the common stock of the Company, par value $0.0001 per share, and any other class of securities into which such
securities may hereafter be reclassified or changed.
“Disclosure
Schedule” means the Disclosure Schedule of the Company attached hereto and delivered concurrently herewith.
“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens”
means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material
Adverse Effect” means any of the following: (i) a material adverse effect on the legality, validity or enforceability of any
Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, or condition (financial or otherwise)
of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in
any material respect on a timely basis its obligations under any Transaction Document.
“Per
Security Purchase Price” equals $0.0470 per Share.
“Person”
means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability
company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding”
means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding,
such as a deposition), whether commenced or threatened.
“Rule
144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted
from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect
as such Rule.
“Transaction
Documents” means this Agreement, the Accredited Investor Questionnaire and all exhibits and schedules hereto or thereto, and
any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Transfer
Agent” means ClearTrust LLC, the current transfer agent of the Company, with a mailing address of 16540 Pointe Village Dr.,
Suite 205, Lutz, Florida and a facsimile number of (813) 388- 4549, and any successor transfer agent of the Company.
Exhibit
A
Accredited
Investor Questionnaire
[See
Attached]
EXHIBIT
A TO SECURITIES PURCHASE AGREEMENT
LOOP
MEDIA, INC.
ACCREDITED
INVESTOR QUESTIONNAIRE
The
undersigned understands that the purpose of this Questionnaire is to permit Loop Media, Inc., a Nevada corporation (“Loop”
or the “Company”) to determine whether the undersigned is an “accredited investor” as such term is defined
in Rule 501(a) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). The undersigned represents
to Loop that (i) the information contained herein is complete and accurate and may be relied upon by Loop, and (ii) the undersigned will
notify Loop immediately of any change in any of such information.
All
information furnished is for the sole use of Loop and its counsel and will be held in confidence by Loop and its counsel, except that
this Questionnaire may be furnished to such parties as Loop deems desirable to establish compliance with federal or state securities
laws.
A.
For Individuals:
The
undersigned individual is an “accredited investor” for one or more of the following reasons (check all that apply):
☐
The undersigned is an individual (not a partnership, corporation, etc.) whose individual net worth, or joint net worth with his or her
spousal equivalent (a cohabitant occupying a relationship generally equivalent to that of a spouse), presently exceeds $1,000,000. For
purposes of the foregoing, “net worth” means the excess of total assets at fair market value (including personal and real
property but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes
any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred
more than 60 days before the securities being offered (the “Securities”) are purchased, but includes (i) any mortgage
amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60-day period before
the closing date for the sale of Securities for the purpose of investing in the Securities. “Joint net worth” can be the
aggregate net worth of a person and spouse or spousal equivalent; assets do not need to be held jointly to be included in the calculation.
☐
The undersigned is an individual (not a partnership, corporation, etc.) who had (i) an individual income in excess of $200,000 or (ii)
joint income together with his or her spousal equivalent (a cohabitant occupying a relationship generally equivalent to that of a spouse)
in excess of $300,000, in each of the two most recent years and reasonably expect to reach the same income level in the current year.
For purposes of the foregoing, “income” is not limited to “adjusted gross income” as that term is defined for
federal income tax purposes, but rather includes certain items of income which are deducted in computing “adjusted gross income”.
For investors who are salaried employees, the gross salary of such investor, minus any significant expenses personally incurred by such
investor in connection with earning the salary, plus any income from any other source including unearned income, is a fair measure of
“income” for purposes of this question. For investors who are self-employed, “income” is generally construed
to mean total revenues received during the calendar year minus significant expenses incurred in connection with earning such revenues.
☐
The undersigned is a director, executive officer, or general partner of the Company, or any director, executive officer, or general partner
of a general partner of the Company.
☐
The undersigned holds in good standing one or more of the following certifications, designations and/or
credentials:
☐
General Securities Representative license (Series 7)
☐
Private Securities Offerings Representative license (Series 82)
☐
Investment Adviser Representative license (Series 65)
☐
The undersigned is a “knowledgeable employee” as defined in Rule 3c-5(a)(4) under the Investment Company Act as amended (the
“Investment Company Act”) with respect to the Company.
☐
The undersigned individual is not an “accredited investor” because none of the above apply.
B.
For Entities:
The
undersigned is an “accredited investor” because the undersigned falls within at least one of the following categories (check
all that apply):
☐
A bank as defined in Section 3(a)(2) of the Securities
Act or a savings and loan association or other institution as defined in Section 3(a)(5)(A) of the Securities Act whether acting in its
individual or fiduciary capacity.
☐
A broker-dealer registered pursuant to Section 15 of
the Securities Exchange Act of 1934, as amended.
☐
An insurance company as defined in Section 2(a)(13)
of the Securities Act.
☐ An investment company registered under the Investment
Company Act or a business development company as defined in Section 2(a)(48) of the Investment Company Act.
☐
A Small Business Investment Company licensed by the
U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958.
☐
A plan established and maintained by a state, its political
subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, where such
plan has total assets in excess of $5,000,000.
☐
An employee benefit plan within the meaning of Title
I of the Employee Retirement Income Security Act of 1974, as amended (the “Employee Act”), where the investment decision
is made by a plan fiduciary, as defined in Section 3(21) of the Employee Act, which is either a bank, savings and loan association, insurance
company, or registered investment adviser, or an employee benefit plan that has total assets in excess of $5,000,000 or a self-directed
plan the investment decisions of which are made solely by persons that are accredited investors.
☐
A private business development company, as defined in
Section 202(a)(22) of the Investment Advisers Act of 1940 as amended (the “Advisers Act”).
☐
An organization described in Section 501(c)(3) of the
Internal Revenue Code, a corporation, a Massachusetts or similar business trust, a partnership, or a limited liability company, not formed
for the specific purpose of acquiring the Securities, with total assets in excess of $5,000,000.
☐
A trust, with total assets in excess of $5,000,000,
not formed for the specific purpose of acquiring the Securities, whose purchase is directed by a “sophisticated” person,
who has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the
prospective investment.
☐
An entity, of a type not listed above, not formed for the specific purpose of acquiring the Securities, owning
“investments”, as defined in Rule 2a51-1(b) under the Investment Company Act, in excess of $5,000,000.
☐ A
“family office” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act), (i) with assets under management in excess
of $5,000,000, (ii) that is not formed for the specific purpose of acquiring the Securities, and (iii) whose prospective investment
is directed by a person who has such knowledge and experience in financial and business matters that such family office is capable
of evaluating the merits and risks of the prospective investment (a “Family Office”).
☐ A
“family client” (as defined in Rule 202(a)(11)(G)-1 under the Advisers Act) of a Family Office whose prospective
investment in the Company is directed by such Family Office pursuant to the above.
☐
An investment adviser registered pursuant to Section 203 of the Advisers Act or registered pursuant to the laws of a state.
☐
An investment adviser relying on the exemption from registering with the Securities and Exchange Commission under Section 203(l) or
(m) of the Advisers Act.
☐ A
“Rural Business Investment Company” as defined in Section 384A of the Farm and Rural Development Act.
☐
The undersigned is an entity all the equity owners of which, whether directory or indirectly, are “accredited investors”
within one or more of the above categories. If relying upon this Category alone, each equity owner that qualifies as an
“accredited investors” must complete and deliver a separate copy of this Questionnaire. (Describe the entity
below).
Description:________________________________________________________
The
foregoing representations are true and accurate as of the date hereof.
| Dated: ___________ |
|
|
| |
|
INVESTOR |
| |
|
|
| |
|
|
| |
|
(Signature) |
| |
|
|
| |
|
|
| |
|
(Printed
Name) |
| |
|
|
| |
|
|
| |
|
(Title,
if not a natural person) |
[Signature
Page to Accredited Investor Questionnaire]
Disclosure
Schedule
3.1
- Non-Public Information Concerning the Company
[None]
Exhibit
99.1
Loop
Media Reports Full Year 2024 and
Fiscal
Fourth Quarter Financial Results
Loop
Moves Toward a Stronger Bottom Line Despite Challenging Revenue Year
BURBANK,
CA – December 10, 2024 – Loop Media, Inc. (“Loop Media,” “Loop” or “our” or the “Company”)
(OTC: LPTV), a leading multichannel streaming CTV platform that provides curated music videos, sports highlights, news, premium entertainment
channels select live sports and other channels, as well as digital signage for businesses, reports financial and operating results for
its full fiscal year 2024 and fiscal fourth quarter ended September 30, 2024.
Summary
Fiscal Year 2024 vs. Fiscal Year 2023
| ● | Revenue
decreased to $22.3 million, compared to $31.6 million. |
| ● | Gross
profit decreased to $6.0 million, compared to $10.7 million. |
| ● | Gross
margin decreased to 26.9%, compared to 33.7%. |
| ● | Net
loss was $(24.5) million or $(0.33) per share, compared to $(32.0) million or $(0.56) per
share. |
| ● | Adjusted
EBITDA (a non-GAAP financial measure defined below) was $(11.1) million, compared to $(15.7)
million. |
| ● | As
of September 30, 2024, we had 27,811 QAUs operating on our O&O Platform, compared to
37,021 QAUs. |
| ● | As
of September 30, 2024, we had a total of approximately 49,000 screens across our Partner
Platforms, compared to 42,000 screens. |
Summary
Fiscal Q4 2024 vs. Fiscal Q4 2023
| ● | Revenue
decreased to $3.7 million, compared to $5.7 million. |
| ● | Gross
profit decreased to $1.0 million, compared to $1.6 million. |
| ● | Gross
margin increased slightly to 27.6%, compared to 27.5%. |
| ● | Net
loss was $(6.2) million or $(0.07) per share, compared to a loss of $(9.0) million or $(0.15). |
| ● | Adjusted
EBITDA (a non-GAAP financial measure defined below) was $(2.8) million, compared to $(4.8)
million. |
Fiscal
Year (September 30) 2024 Financial Results
In
the 2024 fiscal year, revenue decreased approximately 30% to $22.3 million compared to $31.6 million in fiscal 2023. The decrease was
primarily due to the lack of political ad placements, a slowdown in digital advertising spend, a reduction in ad demand partners that
view our Loop Platform as a CTV platform and an overall challenging ad market environment.
Gross
profit in the 2024 fiscal year was $6.0 million compared to $10.7 million in fiscal 2023. Gross margin was 26.9% in the 2024 fiscal year
compared to 33.7% in fiscal 2023. The decrease was primarily driven by decreased revenue and revenue mix offset by cost-cutting measures
to reduce the cost of revenue.
Total
sales, general, and administrative (“SG&A”) expenses (excluding stock-based compensation, depreciation and amortization,
loss from disposal of assets and restructuring costs) in the 2024 fiscal year were $20.6 million compared to $29.4 million for fiscal
2023. The decrease was primarily due to a reduction in payroll costs, marketing costs and professional and administrative fees.
Net
loss in the 2024 fiscal year was $(24.5) million or $(0.33) per share, compared to a net loss of $(32.0) million or $(0.56) per share
for fiscal 2023.
Adjusted
EBITDA in the 2024 fiscal year was $(11.1) million compared to $(15.7) million for fiscal 2023.
Fiscal
Fourth Quarter (September 30) 2024 Financial Results
In
the 2024 fiscal fourth quarter, revenue decreased approximately 35% to $3.7 million compared to $5.7 million for the same period in fiscal
2023. The decrease was primarily driven by a material slowdown in digital advertising spend due to the macroeconomic environment.
Gross
profit in the 2024 fiscal fourth quarter was $1.0 million compared to $1.6 million for the same period in fiscal 2023. Gross margin was
27.6% in the 2024 fiscal fourth quarter compared to 27.5% in the prior period. The slight increase was primarily driven by revenue mix
as well as incremental licensing costs.
Total
SG&A expenses (excluding stock-based compensation, depreciation and amortization, loss from disposal of assets and restructuring
costs) in the 2024 fiscal fourth quarter were $4.5 million compared to $7.4 million for the same period in fiscal 2023. The decrease
was primarily driven by a reduction in payroll costs, marketing costs and professional and administrative fees.
Net
loss in the 2024 fiscal fourth quarter was $(6.2) million or $(0.07) per share, compared to a net loss of $(9.0) million or $(0. 15)
per share for the same period in fiscal 2023.
Adjusted
EBITDA in the fiscal 2024 fourth quarter was $(2.8) million compared to $(4.8) million for the same period in fiscal 2023.
On
September 30, 2024, cash and cash equivalents were $0.8 million compared to $3.1 million on September 30, 2023. The decrease was primarily
driven by the use of cash from operations. As of September 30, 2024, total net debt was $7.8 million compared to $7.5 million as of September
30, 2023.
For
the fourth quarter of fiscal 2024, we had approximately 77,000 active Loop Players and Partner Screens across the Loop Platform, which
included 27,811 QAUs across our O&O Platform, a decrease of 25% (or 9,210 QAUs) from the 37,021 QAUs for the fourth quarter of fiscal
2023, and a decrease of 9% (or 2,675 QAUs) over the 30,486 QAUs for the third quarter of fiscal 2024, and approximately 49,000 Partner
Screens across the Company’s Partner Platforms at the end of the fourth quarter of fiscal 2024, an increase of 17% (or approximately
7,000 Partner Screens) over approximately 42,000 Partner Screens at the end of the fourth quarter of fiscal 2023, and a decrease of approximately
4% (or approximately 2,000 Partner Screens) over approximately 51,000 Partner Screens at the end of the third quarter of fiscal 2024.
Management
Commentary
Justis
Kao, Interim CEO of Loop Media, stated, “When I stepped up to the Interim CEO role in March, my primary focus was to work with
the team and our board of directors to get our Company to a cash flow positive position as quickly as possible in an effort to achieve
success for the Company and thus maximize shareholder returns, which is a key focus for us. When we started Loop, revenue growth was
the key metric as it was for many tech and media companies. We learned, however, that such growth had to be balanced with a strong bottom
line, and over the last six months we undertook serious measures to try to make Loop more competitive and create efficiencies across
our business, which has included reducing third-party vendor costs, restructuring and eliminating unprofitable contracts with content
providers and reducing our workforce. We have worked hard and continue to work diligently to regain the confidence of our investors and
shareholders, and while our top line growth retracted, we are running a more streamlined business and are starting to move toward a stronger
bottom line.”
“All
tech companies must constantly consider and improve their software and technology, and Loop is no different. Reducing the rate of growth
in distribution in the latter part of fiscal 2024 has allowed us to review and address upgrades to our technology that are needed to
improve the flow of advertisements to our Loop Players and the number of advertisements that are served to us, as well as to improve
the functionality of our Loop Players for our business venue clients. These important and exciting software upgrades are well underway,
and we expect to be rolling them out across our network in the coming weeks. Our goal is to increase the productivity of our proprietary
Loop Player, which will lead to increased distribution - a priority for the Company going forward – and which we hope will also
lead to a stronger bottom line in the coming fiscal year.”
Conference
Call
Loop
Media’s management will host a conference call today, December 10, 2024, at 5:00 p.m. Eastern Time to discuss the financial and
operating results for its full year 2024 and fiscal fourth quarter ended September 30, 2024. Below are the details for those participants
who would like to dial in.
Date:
December 10, 2024
Time:
5:00 p.m. Eastern Time
Participant
registration link: Q4 Link
Conference
ID: 9875656
Participant
Toll-Free Dial-In Number: 1(800) 715-9871
Participant
International Dial-In Number: 1(646) 307-1963
The
conference call will also be available for replay on the investor relations section of Loop Media’s website at https://ir.loop.tv/.
About
Loop Media, Inc.
Loop
Media, Inc. (“Loop Media” or ““Loop®”) (OTC: LPTV) is a leading connected television (CTV) / streaming
/ digital out-of-home TV and digital signage platform optimized for businesses, providing music videos, news, sports and entertainment
channels through its Loop® TV service. Loop Media is the leading company in the U.S. licensed to stream music videos to businesses
through its proprietary Loop® Player.
Loop®
TV’s digital video content is streamed to millions of viewers in CTV / streaming / digital out of home locations including bars/restaurants,
office buildings, retail businesses, college campuses and airports, among many other venues, in the United States, Canada, Australia
and New Zealand.
Loop®
TV is fueled by one of the largest and most important premium short-form entertainment libraries that includes music videos, movie trailers,
branded content and live performances. Loop Media’s non-music channels cover a wide variety of genres and moods and include movie
trailers, sports highlights, lifestyle and travel videos, viral videos and more. Loop Media’s streaming services generate revenue
from programmatic and direct advertising and subscriptions.
To
learn more about Loop Media products and applications, please visit us online at Loop.tv.
Follow
us on social:
Instagram:
@loopforbusiness
X
(Twitter): @loopforbusiness
LinkedIn:
https://www.linkedin.com/company/loopforbusiness/
Safe
Harbor Statement and Disclaimer
This
news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended, including, but not limited to, Loop Media’s expected performance,
ability to compete in the highly competitive markets in which it operates, statements regarding Loop Media’s ability to develop
talent and attract future talent, the success of strategic actions Loop Media is taking and the impact of strategic transactions. Forward-looking
statements give Loop Media’s current expectations, opinion, belief or forecasts of future events and performance. A statement identified
by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,”
“plans,” “believes,” “estimate,” “should” and certain of the other foregoing statements
may be deemed forward-looking statements. Although Loop Media believes that the expectations reflected in such forward-looking statements
are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially
different from those suggested or described in this news release. Investors are cautioned that any forward-looking statements are not
guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements
in this press release are made as of the date hereof. Loop Media takes no obligation to update or correct its own forward-looking statements,
except as required by law, or those prepared by third parties that are not paid for by Loop Media. Loop Media’s Securities and
Exchange Commission filings are available at www.sec.gov.
Non-GAAP
Measures
Loop
Media uses non-GAAP financial measures, including Adjusted EBITDA and quarterly active units or QAUs, as supplemental measures of the
performance of the Company’s business. Use of these financial measures has limitations, and you should not consider them in isolation
or use them as substitutes for analysis of Loop Media’s financial results under generally accepted accounting principles in the
United States of America (“U.S. GAAP”).
We
believe that the presentation of Adjusted EBITDA, provides investors with additional information about our financial results. Adjusted
EBITDA is an important supplemental measure used by our board of directors and management to evaluate our operating performance from
period-to-period on a consistent basis and as a measure for planning and forecasting overall expectations and for evaluating actual results
against such expectations.
Adjusted
EBITDA is not measured in accordance with, or an alternative to, measures prepared in accordance with U.S. GAAP. In addition, this
non-GAAP financial measure is not based on any comprehensive set of accounting rules or principles. As a non-GAAP financial measure,
Adjusted EBITDA has limitations in that it does not reflect all of the amounts associated with our results of operations as
determined in accordance with U.S. GAAP. In particular:
| ● | Adjusted
EBITDA does not reflect the amounts we paid in interest expense on our outstanding debt; |
| ● | Adjusted
EBITDA does not reflect the amounts we paid in taxes or other components of our tax provision; |
| | | |
| ● | Adjusted
EBITDA does not include depreciation expense from fixed assets; |
| | | |
| ● | Adjusted
EBITDA does not include amortization expense; |
| | | |
| ● | Adjusted
EBITDA does not include the impact of stock-based compensation; |
| | | |
| ● | Adjusted
EBITDA does not include the impact of non-recurring expense; |
| | | |
| ● | Adjusted
EBITDA does not include the impact of the loss on the disposal of asset; |
| | | |
| ● | Adjusted
EBITDA does not include the impact of restructuring costs for restructured revenue stream; |
| | | |
| ● | Adjusted
EBITDA does not include the impact of the loss on the extinguishment of debt; and |
| | | |
| ● | Adjusted
EBITDA does not include the impact of employee retention credits. |
Because
of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures including net income (loss)
and our financial results presented in accordance with U.S. GAAP. The financial tables below provide a reconciliation of Adjusted EBITDA
to the most nearly comparable measure under U.S. GAAP.
The
Company defines an “active unit” as (i) an ad-supported Loop Player (or DOOH location using Loop Media’s ad-supported
service through its “Loop for Business” application or using a DOOH venue-owned computer screening the Company’s content)
that is online, playing content, and has checked into the Loop analytics system at least once in the 90-day period or (ii) a DOOH location
customer using the Company’s paid subscription service at any time during the 90-day period. The Company uses quarterly active
units, or “QAUs,” to refer to the number of such active units during such period.
Loop
Media Investor Contact
ir@loop.tv
Loop
Media Press Contact
Kevin
Mawardi
kevin@loop.tv
LOOP MEDIA, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
| | |
Three months ended
September 30, | | |
Twelve months ended
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| | |
| | |
| | |
| | |
| |
| Revenue | |
$ | 3,730,670 | | |
$ | 5,688,255 | | |
$ | 22,254,959 | | |
$ | 31,642,293 | |
| Cost of revenue | |
| | | |
| | | |
| | | |
| | |
| Cost of revenue - Advertising and Legacy and other revenue | |
| 2,034,646 | | |
| 3,268,723 | | |
| 13,249,158 | | |
| 18,036,529 | |
| Cost of revenue - depreciation and amortization | |
| 668,086 | | |
| 854,527 | | |
| 3,024,804 | | |
| 2,946,404 | |
| Total cost of revenue | |
| 2,702,732 | | |
| 4,123,250 | | |
| 16,273,962 | | |
| 20,982,933 | |
| Gross profit | |
| 1,027,938 | | |
| 1,565,005 | | |
| 5,980,997 | | |
| 10,659,360 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Sales, general and administrative | |
| 4,543,695 | | |
| 7,415,177 | | |
| 20,566,552 | | |
| 29,427,139 | |
| Stock-based compensation - sales, general and administrative | |
| 860,740 | | |
| 1,138,866 | | |
| 4,232,673 | | |
| 7,997,849 | |
| Stock-based compensation - restructuring cost | |
| — | | |
| 596,940 | | |
| — | | |
| 596,938 | |
| Restructuring costs | |
| — | | |
| 207,373 | | |
| 220,053 | | |
| 354,047 | |
| Depreciation and amortization | |
| 196,582 | | |
| 351,266 | | |
| 1,414,537 | | |
| 1,068,999 | |
| Loss on disposal of assets | |
| 315,863 | | |
| — | | |
| 315,863 | | |
| — | |
| Total operating expenses | |
| 5,916,880 | | |
| 9,709,623 | | |
| 26,749,678 | | |
| 39,444,972 | |
| | |
| | | |
| | | |
| | | |
| | |
| Loss from operations | |
| (4,888,942 | ) | |
| (8,144,618 | ) | |
| (20,768,681 | ) | |
| (28,785,612 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Other income (expense) | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| (639,271 | ) | |
| (912,601 | ) | |
| (3,041,715 | ) | |
| (3,802,346 | ) |
| Loss on extinguishment of debt | |
| — | | |
| — | | |
| (25,424 | ) | |
| — | |
| Employee retention credits | |
| — | | |
| — | | |
| — | | |
| 645,919 | |
| Amortization - ATM facility | |
| (633,902 | ) | |
| — | | |
| (633,902 | ) | |
| — | |
| Other income (expense) | |
| (61 | ) | |
| 62,515 | | |
| 228 | | |
| (3,128 | ) |
| Total other income (expense) | |
| (1,273,234 | ) | |
| (850,086 | ) | |
| (3,700,813 | ) | |
| (3,159,555 | ) |
| Loss before income taxes | |
| (6,162,176 | ) | |
| (8,994,704 | ) | |
| (24,469,494 | ) | |
| (31,945,167 | ) |
| Income tax (expense)/benefit | |
| (25,773 | ) | |
| (16,888 | ) | |
| (26,108 | ) | |
| (18,512 | ) |
| Net loss | |
$ | (6,187,949 | ) | |
$ | (9,011,592 | ) | |
$ | (24,495,602 | ) | |
$ | (31,963,679 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Basic and diluted net loss per common share | |
$ | (0.07 | ) | |
$ | (0.15 | ) | |
$ | (0.33 | ) | |
$ | (0.56 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average number of basic and diluted common shares outstanding | |
| 85,173,736 | | |
| 60,610,103 | | |
| 74,537,699 | | |
| 57,502,870 | |
LOOP
MEDIA, INC.
ADJUSTED EBITDA RECONCILIATION
| | |
Three months ended
September 30, | | |
Twelve months ended
September 30, | |
| | |
2024 | | |
2023 | | |
2024 | | |
2023 | |
| GAAP net loss | |
$ | (6,187,949 | ) | |
$ | (9,011,592 | ) | |
$ | (24,495,602 | ) | |
$ | (31,963,679 | ) |
| Adjustments to reconcile to Adjusted EBITDA: | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 639,271 | | |
| 912,601 | | |
| 3,041,715 | | |
| 3,802,346 | |
| Depreciation and amortization expense* | |
| 1,498,570 | | |
| 1,205,793 | | |
| 5,073,243 | | |
| 4,015,403 | |
| Income tax expense (benefit) | |
| 25,773 | | |
| 16,888 | | |
| 26,108 | | |
| 18,512 | |
| Stock-based compensation** | |
| 860,740 | | |
| 1,735,807 | | |
| 4,232,673 | | |
| 7,997,849 | |
| Non-recurring expense | |
| 62,635 | | |
| 150,115 | | |
| 500,473 | | |
| 150,115 | |
| Restructuring costs | |
| — | | |
| 207,373 | | |
| 220,053 | | |
| 950,985 | |
| Loss on extinguishment of debt | |
| — | | |
| — | | |
| 25,424 | | |
| — | |
| Loss on disposal of asset | |
| 315,863 | | |
| — | | |
| 315,863 | | |
| — | |
| Employee retention credits | |
| — | | |
| — | | |
| — | | |
| (645,919 | ) |
| Other income (expense) | |
| 61 | | |
| (62,515 | ) | |
| (228 | ) | |
| 3,128 | |
| Adjusted EBITDA | |
$ | (2,785,036 | ) | |
$ | (4,845,530 | ) | |
$ | (11,060,278 | ) | |
$ | (15,671,260 | ) |
* Includes amortization of content assets and for cost of revenue and operating expenses and ATM facility.
** Includes options, Resticted Stock Units (“RSUs”) and warrants.
LOOP
MEDIA, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| | |
September 30, 2024 | | |
September 30, 2023 | |
| ASSETS | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 824,658 | | |
$ | 3,068,696 | |
| Accounts receivable, net | |
| 3,162,573 | | |
| 6,211,815 | |
| Prepaid expenses and other current assets | |
| 692,476 | | |
| 987,605 | |
| Content assets - current | |
| 393,012 | | |
| 2,218,894 | |
| Total current assets | |
| 5,072,719 | | |
| 12,487,010 | |
| Non-current assets | |
| | | |
| | |
| Deposits | |
| 7,266 | | |
| 12,054 | |
| Content assets - non current | |
| 222,401 | | |
| 448,726 | |
| Deferred costs - non current | |
| — | | |
| 744,408 | |
| Property and equipment, net | |
| 1,670,253 | | |
| 2,711,558 | |
| Right-of-use assets | |
| 173,354 | | |
| — | |
| Intangible assets, net | |
| 365,444 | | |
| 477,889 | |
| Total non-current assets | |
| 2,438,718 | | |
| 4,394,635 | |
| Total assets | |
$ | 7,511,437 | | |
$ | 16,881,645 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 6,250,106 | | |
$ | 4,978,920 | |
| Accrued liabilities | |
| 2,911,868 | | |
| 3,546,338 | |
| Accrued royalties and revenue share | |
| 7,078,064 | | |
| 4,930,329 | |
| Equipment financing liability, current | |
| 200,596 | | |
| — | |
| License content liabilities - current | |
| 419,564 | | |
| 489,157 | |
| Deferred income | |
| 60,017 | | |
| — | |
| Lease liability, current | |
| 69,395 | | |
| — | |
| Revolving line of credit - current | |
| 2,837,479 | | |
| 2,985,298 | |
| Non-revolving line of credit, current | |
| 2,181,960 | | |
| 2,124,720 | |
| Non-revolving line of credit - related party, current | |
| 1,000,000 | | |
| — | |
| Total current liabilities | |
| 23,009,049 | | |
| 19,054,762 | |
| Non-current liabilities | |
| | | |
| | |
| License content liabilities - non current | |
| 110,000 | | |
| 208,000 | |
| Equipment financing liability, non-current | |
| 309,761 | | |
| — | |
| Lease liability, non-current | |
| 103,959 | | |
| — | |
| Revolving line of credit - related party, non-current | |
| 1,762,831 | | |
| — | |
| Non-revolving line of credit, non-current | |
| — | | |
| 475,523 | |
| Non-revolving line of credit - related party, non-current | |
| — | | |
| 1,959,693 | |
| Total non-current liabilities | |
| 2,286,551 | | |
| 2,643,216 | |
| Total liabilities | |
| 25,295,600 | | |
| 21,697,978 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| — | | |
| — | |
| | |
| | | |
| | |
| Stockholders’ equity | |
| | | |
| | |
| Common Stock, $0.0001 par value, 225,000,000 shares authorized, 80,825,910 and 65,620,151 shares issued and outstanding as of September 30, 2024, and 2023, respectively | |
| 8,082 | | |
| 6,562 | |
| Additional paid in capital | |
| 134,988,900 | | |
| 123,462,648 | |
| Accumulated deficit | |
| (152,781,145 | ) | |
| (128,285,543 | ) |
| Total stockholders’ equity | |
| (17,784,163 | ) | |
| (4,816,333 | ) |
| Total liabilities and stockholders’ equity | |
$ | 7,511,437 | | |
$ | 16,881,645 | |
v3.24.3
| X |
- DefinitionBoolean flag that is true when the XBRL content amends previously-filed or accepted submission.
| Name: |
dei_AmendmentFlag |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| 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.
| 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'.
| 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
| 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
| 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
| Name: |
dei_EntityAddressPostalZipCode |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:normalizedStringItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionName of the state or province.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| 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.
| 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.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
| Name: |
dei_EntityTaxIdentificationNumber |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:employerIdItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionLocal phone number for entity.
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 13e
-Subsection 4c
| 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. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14d
-Subsection 2b
| Name: |
dei_PreCommencementTenderOffer |
| 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 soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| 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 written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Loop Media (PK) (USOTC:LPTV)
과거 데이터 주식 차트
부터 12월(12) 2024 으로 1월(1) 2025
Loop Media (PK) (USOTC:LPTV)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
