0000905718-21-001347.txt : 20211015 0000905718-21-001347.hdr.sgml : 20211015 20211015195310 ACCESSION NUMBER: 0000905718-21-001347 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200205 FILED AS OF DATE: 20211015 DATE AS OF CHANGE: 20211015 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cassidy Bruce A. Sr. CENTRAL INDEX KEY: 0001484879 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-55591 FILM NUMBER: 211327110 MAIL ADDRESS: STREET 1: C/O LOOP MEDIA STREET 2: 700 N CENTRAL AVENUE, SUITE 430 CITY: GLENDALE STATE: CA ZIP: 91203 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Loop Media, Inc. CENTRAL INDEX KEY: 0001643988 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HELP SUPPLY SERVICES [7363] IRS NUMBER: 473975872 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 700 N. CENTRAL AVE. STREET 2: SUITE 430 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 818-823-4801 MAIL ADDRESS: STREET 1: 700 N. CENTRAL AVE. STREET 2: SUITE 430 CITY: GLENDALE STATE: CA ZIP: 91203 FORMER COMPANY: FORMER CONFORMED NAME: Interlink Plus, Inc. DATE OF NAME CHANGE: 20150603 4 1 loopmedia_fm4feb52020.xml X0306 4 2020-02-05 0 0001643988 Loop Media, Inc. LPTV 0001484879 Cassidy Bruce A. Sr. C/O LOOP MEDIA, INC. 700 N. CENTRAL AVE. SUITE 430 GLENDALE CA 91203 1 0 1 0 Common Stock 2020-02-05 4 J 0 60000000 D 0 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Common Stock 2020-09-30 4 P 0 960000 1.25 A 960000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Common Stock 2021-06-01 4 J 0 3529 2.7957 A 3529 I By Excel Family Partners LLLP Common Stock 2021-06-01 4 J 0 7982 2.7957 A 967982 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Common Stock 2021-08-17 4 P 0 363163 2.92 A 366692 I By Excel Family Partners LLLP Common Stock 2021-08-17 4 P 0 5349945 0.16 A 5716637 I By Excel Family Partners LLLP Common Stock 2021-09-30 4 P 0 320000 A 6036637 I By Excel Family Partners LLLP Series B Preferred Stock 2020-02-05 4 J 0 200000 A Common Stock 20000000 200000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Series A Preferred Stock 2020-02-05 4 J 0 2654000 D Common Stock 46000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Series A Preferred Stock 2020-02-05 4 G 0 30000 0 D Common Stock 16000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Series A Preferred Stock 2020-02-05 4 S 0 16000 3.125 D Common Stock 0 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Warrant 0.75 2020-03-11 4 J 0 2666667 A 2030-03-11 Common Stock 2666667 2666667 I By Eagle Investment Group, LLC 4% Convertible Note 2020-12-01 4 P 0 750000 A 2022-12-01 Common Stock 750000 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 Warrant 2.75 2020-12-01 4 P 0 68182 A Common Stock 68182 68182 I By Bruce A. Cassidy 2013 Irrevocable Trust dated June 18, 2013 4% Convertible Note 2021-04-01 4 P 0 800000 A 2022-12-01 Common Stock 800000 I By Excel Family Partners LLLP 4% Convertible Note 2021-04-01 4 P 0 800000 A 2022-12-01 Common Stock 800000 I By Excel Family Partners LLLP 4% Convertible Note 2021-05-01 4 P 0 400000 A 2022-12-01 Common Stock 400000 I By Excel Family Partners LLLP Warrant 2.75 2021-05-01 4 P 0 36364 A Common Stock 36364 36364 I By Excel Family Partners LLLP 4% Convertible Note 2021-06-01 4 P 0 400000 A 2022-12-01 Common Stock 400000 I By Excel Family Partners LLLP Warrant 2.75 2021-06-01 4 P 0 36364 A Common Stock 36364 36364 I By Excel Family Partners LLLP Warrant 2.75 2021-09-30 4 P 0 320000 A Common Stock 320000 320000 I By Excel Family Partners LLLP Reporting Person disclaims beneficial ownership of these securities except to the extent of their pecuniary interest therein, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. On February 5, 2020, Reporting Person exchanged 60,000,000 shares of Common Stock, 2,654,000 shares of Series A Preferred Stock, forgiveness of indebtedness in the amount of $1,000,000 and $1,000,000 in cash for 200,000 shares of Series B Preferred Stock, convertible at any time by Reporting Person into 20,000,000 shares of Common Stock. The Series B Preferred Stock has no expiration date. Each share of Series A Preferred Stock was convertible at any time into 100 shares of Common Stock. The Series A Preferred Stock had no expiration date. Warrants were issued in connection with merger in consideration for the cancellation of indebtedness in the principal amount of $180,000. The warrants are exercisable at any time at the option of the Reporting Person. Warrants were issued in connection with a 4% convertible promissory note. The warrants are exercisable at any time at the option of the Reporting Person and expire on the earlier to occur of December 1, 2022 or immediately prior to closing of IPO or upon a change of control. 3,529 shares of Common Stock received as payment-in-kind interest payments on senior secured promissory notes. 7,982 shares of Common Stock received as payment-in-kind interest payments on a senior secured promissory note. Notes may be converted (1) on the Maturity Date based on the average of the VWAP of common stock during each trading day during the thirty (30) trading day period ending one trading day prior to the maturity date; (2) immediately upon a change of control based on the average of the VWAP of common stock during each trading day during the ten (10) trading day period ending one trading day prior to the change of control effective date; and (3) mandatorily at the closing of a qualified IPO at (i) the public offering price per share of the common stock multiplied by (ii) one (1) minus twenty percent (20%). Shares reported do not reflect the 1 to 1.5 reverse stock split effective 06/08/2020. Pursuant to the Securities Purchase Agreement, dated September 30, 2021, by and between the Issuer and the Reporting Person, Reporting Person purchased 320,000 shares of Common Stock and warrants to purchase up to 320,000 shares of Common Stock. The aggregate purchase price for one share of Common Stock and one warrant to purchase one share of Common Stock was $1.25. Warrants are exercisable at any time and expire on September 30, 2024. Exhibit 24- Power of Attorney /s/ Joanne Lytle, Attorney-in Fact 2021-10-15 EX-24 2 poa.htm POWER OF ATTORNEY

POWER OF ATTORNEY

Know all by these present that the undersigned hereby constitutes and appoints each of Jon Niermann, Joanne Lytle, Patrick Sheil and Steven Skolnick as their true and lawful attorney-in-fact to:

execute for and on behalf of the undersigned Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules thereunder;

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4 or 5, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as he might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorney-in-fact, or his substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Loop Media, Inc. unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of May 26, 2021.

/s/ Bruce A. Cassidy Sr.