0001803921-23-000001.txt : 20230328
0001803921-23-000001.hdr.sgml : 20230328
20230328133418
ACCESSION NUMBER: 0001803921-23-000001
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20200205
FILED AS OF DATE: 20230328
DATE AS OF CHANGE: 20230328
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Dreamcatcher LLC
CENTRAL INDEX KEY: 0001803921
STATE OF INCORPORATION: TN
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-41508
FILM NUMBER: 23768061
BUSINESS ADDRESS:
STREET 1: 1879 HAZELTON DRIVE
CITY: GERMANTOWN
STATE: TN
ZIP: 38138
BUSINESS PHONE: 9012304505
MAIL ADDRESS:
STREET 1: 1879 HAZELTON DRIVE
CITY: GERMANTOWN
STATE: TN
ZIP: 38138
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: 0930
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
3
1
primary_doc.xml
PRIMARY DOCUMENT
X0206
3
2020-02-05
0
0001643988
Loop Media, Inc.
LPTV
0001803921
Dreamcatcher LLC
1879 HAZELTON DRIVE
GERMANTOWN
TN
38138
0
0
1
0
Common Stock
16153042
D
Warrants
Common Stock
2663032
D
Convertible Note
2023-12-01
Common Stock
3851631
D
The Warrants are exercisable at any time at the option of Reporting Person and expire on the earliest to occur of: (i) the tenth anniversary of November 5, 2019, (ii) immediately prior to the closing of the first firm-commitment underwritten public offering of securities of Issuer, or (iii) a change of control of Issuer.
The Warrants provide for the purchase of shares of Issuer's common stock at an exercise price of $0.5677 per share. The Warrants are exercisable either for cash or on a cashless basis. The number of shares of common stock deliverable upon exercise of the Warrants are subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.
The First Amended and Restated Convertible Note dated October 31, 2019, in the original principal amount of $1,500,000 (the "Convertible Note").
The Convertible Note may be converted by Reporting Person, upon proper notice, in whole or in part, at any time. The Convertible Note is also subject to prepayment, upon proper notice, from Issuer.
The Convertible Note earns interest at the annual rate of 10%. Interest accrued from October 31, 2019, through April 30, 2020, shall, at Issuer's option, be paid in full to Reporting Person on May 1, 2020, or added to the principal balance of the Convertible Note as of such date. Accrued unpaid interest is payable monthly beginning June 1, 2020, through December 1, 2020. Any outstanding principal balance and accrued unpaid interest is payable in equal monthly installments beginning January 1, 2021, until all outstanding principal balance and accrued unpaid interest is paid in full no later than December 1, 2023. The outstanding principal and accrued and unpaid interest under the Convertible Note are convertible into Common Stock of Issuer at the conversion price of $0.40 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events.
The non-derivative and derivative securities set forth in this Form 3 (i) were acquired by Reporting Person via that certain merger agreement, made effective on February 5, 2020, by and among Interlink Plus, Inc., Interlink Plus, Inc.'s wholly owned subsidiary, Loop Media Acquisition, Inc., and Loop Media, Inc., and (ii) depicts the beneficial ownership of Reporting Person as of February 5, 2020.
William Bettis, duly authorized under power of attorney, by DreamCatcher, LLC
2023-03-28
EX-24
2
ndcpoa.txt
POWER OF ATTORNEY
EXHIBIT 24
DreamCatcher, LLC
LIMITED POWER OF ATTORNEY
Know all by these presents, that DreamCatcher, LLC, a Tennessee limited
liability company (the "Company") (which possesses a CIK number of 0001803921),
through Dianne J. Berry, the Manager of the Company, hereby makes,
constitutes and appoints each of William Bettis and Benjamin W. Roberson, each
acting individually, as the Company's true and lawful authorized individual
(each an "Authorized Individual"), with full power and authority as
hereinafter described on behalf of and in the name, place, and stead
of the Company, to:
(i) to update the Company's passphrase and Edgar Access Codes and
submit to the U.S. Securities and Exchange Commission (the "SEC") any
documents necessary or appropriate to obtain the Company's updated passphrase
and Edgar Access Codes enabling the Company to make electronic filings
with the SEC required by the Securities Exchange Act of 1934 and the rules
thereunder (the "Exchange Act") or the Securities Act of 1933 and the
rules thereunder ("Securities Act");
(ii) prepare, execute, acknowledge, deliver and file for and on
behalf of the Company (a) Forms 3, 4 and 5 (including amendments thereto),
if applicable, in accordance with Section 16(a) of the Exchange Act, (b)
Form 144 (including amendments thereto), if applicable, in accordance with
Rule 144 of the Securities Act, and (c) Schedule 13D or Schedule 13G
(including amendments thereto) in accordance with Sections 13(d) and
13(g) of the Exchange Act (collectively, "Securities Filings"); and
(iii) do and perform any and all acts for and on behalf of
the Company that may be necessary or desirable to complete and
execute any such Securities Filings and file such Securities Filings
with the SEC, any stock exchange, self-regulatory association, or
any other authority; and
The Company acknowledges that:
(i) this Limited Power of Attorney authorizes, but does
not require, each Authorized Individual to act in his or her
discretion on information provided to such Authorized Individual
without independent verification of such information;
(ii) any documents prepared and/or executed by any such
Authorized Individual on behalf of the Company pursuant to this
Limited Power of Attorney will be in such form and will contain
such information and disclosure as such Authorized Individual,
in his or her discretion, deems necessary or desirable;
(iii) the Authorized Individuals do not assume (i) any
liability for the Company's responsibility to comply with the
requirement of the Exchange Act and the Securities Act, or (ii)
any liability of the Company for any failure to comply with such
requirements; and
(iv) this Limited Power of Attorney does not relieve
the Company from responsibility for compliance with the Company's
obligations under the Exchange Act and Securities Act.
The Company hereby grants to each such Authorized Individual
full power and authority to do and perform any and every act and
thing whatsoever required, necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as fully
to all intents and purposes as the Company might or could do if
personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such Authorized Individual,
or such Authorized Individual's substitute or substitutes, shall
lawfully do or cause to be done by virtue of this Limited Power of
Attorney and the rights and powers herein granted.
This Limited Power of Attorney shall remain in full force
and effect until revoked by the Company in a signed writing
delivered to each such Authorized Individual.
IN WITNESS WHEREOF, the Company has executed this Limited
Power of Attorney on the date indicated below.
DreamCatcher, LLC,
a Tennessee limited liability company
By: /s/ Dianne J. Berry, the Manager
Date: February 13, 2023
State of Tennessee
County of Shelby
Personally appeared before me, the undersigned authority in and for
the said county and state, on this 13th day of February, 2023, within
my jurisdiction, the within named Dianne J. Berry, in her capacity
as the Manager of DreamCatcher, LLC, a Tennessee limited
liability company, who acknowledged that he executed the above
and foregoing document.
[SEAL]
Notary Public: /s/ Gabriel Gates
My Commission Expires: August 3, 2025