Form 8-K - Current report

 

 

 

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): September 19, 2024

 

LOOP MEDIA, INC.

(Exact Name of Registrant as Specified in Charter)

 

Nevada		001-41508		47-3975872
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer 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: [phone]

 

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		None

 

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 September 19, 2024, the stockholders of Loop Media, Inc. (the “Company”) voted at the Company’s virtual 2024 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 150,000,000 shares to 225,000,000 shares.

 

On September 20, 2024, 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 September 19, 2024, 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 150,000,000 shares to 225,000,000 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, David Saint-Fleur and Sonya Zilka 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			46,521,043				2,464,274				10,302,389
Jon M. Niermann			42,513,492				6,471,825				10,302,389
Denise M. Penz			40,762,776				8,222,541				10,302,389
David Saint-Fleur			41,391,226				7,594,091				10,302,389
Sonya Zilka			41,119,564				7,865,753				10,302,389

 

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, 2024, were as follows:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	57,763,269				646,532				877,905				-

 

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, 2024.

 

 

 

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 150,000,000 shares to 225,000,000 shares were as follows:

 

FOR				AGAINST				ABSTAIN				BROKER NON-VOTES
	47,954,854				11,247,818				85,034				-

 

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
	44,615,057				4,285,556				84,704				10,302,389

 

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
	34,499,364				13,366,326				1,119,627				10,302,389

 

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
	46,719,237				701,563				1,512,446				52,017				10,302,389

 

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:

 

Exhibit No.		Description
3.1		Certificate of Amendment to the Restated Articles of Incorporation of Loop Media, Inc., dated September 20, 2024.
104		Cover Page Interactive Date File (embedded within the Inline XBRL document).

 

 

 

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: September 23, 2024	By:	/s/ Justis Kao
	Name:	Justis Kao
	Title:	Chief Executive Officer

 

 

 

Exhibit 3.1

 

 

 

 

 

 

 

 

 

Cover	Sep. 19, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 19, 2024
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
Entity Emerging Growth Company	false

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