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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q/A

Amendment No. 1

 

(Mark One)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended May 31, 2017

 

OR

 

¨

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____________ to ____________

 

Commission File Number: 000-54768

 

LOOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

 

Nevada

 

27-2094706

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification No.)

 

480 Fernand Poitras Terrebonne, Quebec, Canada J6Y 1Y4

(Address of principal executive offices, including zip code) 

 

(450) 951-8555

(Registrant’s telephone number, including area code) 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a smaller reporting company)

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. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act). Yes ¨ No x

 

As of January 9, 2018, the registrant had  32,807,137 shares of common stock, $0.0001 par value per share, outstanding.

 

 
 
 
 

 

EXPLANATORY NOTE

 

Loop Industries, Inc. (the “Company,” “Loop,” “we” or “us”) is filing this amended Form 10-Q/A (“Form 10-Q/A”) to amend its Quarterly Report on Form 10-Q for the period ended May 31, 2017, originally filed with the Securities and Exchange Commission (the “SEC”) on July 14, 2017 (“Original Filing”), to restate our unaudited condensed consolidated balance sheet as of May 31, 2017 and our consolidated statement of shareholders’ equity and related footnote disclosures for the three months ended May 31, 2017 for an error with regard to the accounting for stock based compensation. The previously filed unaudited condensed consolidated financial statements for those periods should no longer be relied upon. This Form 10-Q/A also amends certain other items in the Original Filing, as listed in “Items Amended in this Form 10 -Q/A” below.

 

Effects of the restatement

 

We identified and corrected an error related to the measurement of stock-based compensation associated with the grant of common shares to our President and Chief Executive Officer in June 2015. The share-based award vests based on the achievement of specified performance conditions, which pursuant to ASC 718 impacts the timing of recognition of stock-based compensation expense, but which does not affect the determination of the fair value of the award. The fair value of the “equity-classified” award should be determined on the grant date.

 

Previously, we had determined the fair value of the award on the date at which it became probable that the first of four performance conditions had been met, resulting in the recognition of $5,500,000 of non-cash stock based compensation expense in the fourth quarter and fiscal year ended February 28, 2017. We have recognized an adjustment to record stock-based compensation of $800,000, which is the amount of the award expected to vest in fiscal 2017, and is based on the grant date fair value of the award as at June 29, 2015.

 

The adjustment had no impact on the unaudited condensed consolidated statements of operations and comprehensive loss and cash flows for the three-month period ended May 31, 2017.

    

 2

 

 

The following table illustrates the impact of the correction to the unaudited condensed consolidated balance sheets:

 

 

 

As at February 28, 2017

 

 

 

As previously reported

 

 

Adjustment

 

 

Restated

 

Common stock issuable

 

 

5,500,000

 

 

 

(4,700,000 )

 

 

800,000

 

Accumulated deficit

 

 

(11,937,803 )

 

 

4,700,000

 

 

 

(7,237,803 )

 

 

 

As at May 31, 2017

 

 

 

As previously reported

 

 

Adjustment

 

 

Restated

 

Common stock issuable

 

 

5,500,000

 

 

 

(4,700,000 )

 

 

800,000

 

Accumulated deficit

 

 

(13,460,893 )

 

 

4,700,000

 

 

 

(8,760,893 )

 

The following table illustrates the impact of the correction on the condensed consolidated statement of shareholders’ equity:

 

 

 

Three month period ended May 31, 2017

 

 

 

As previously reported

 

 

Adjustment

 

 

Restated

 

Accumulated deficit at Feb 28, 2017

 

 

(11,937,803 )

 

 

4,700,000

 

 

 

(7,237,803 )

Accumulated deficit at May 31, 2017

 

 

(13,460,893 )

 

 

4,700,000

 

 

 

(8,760,893 )

Common stock issuable

 

 

5,500,000

 

 

 

(4,700,000 )

 

 

800,000

 

 

Restatement of Other Financial Statements

 

We are concurrently filing: (i) an amendment to our Annual Report on Form 10-K for the fiscal year ended February 28, 2017 (the “Form 10-K/A”) to similarly restate our audited consolidated financial statements and related financial information at and for the fiscal year ended February 28, 2017 and to amend certain other items within that report, and (ii) an amendment to our Quarterly Report on Form 10-Q for the period ended August 31, 2017 (the “Q2 Form 10-Q/A”) to similarly restate our unaudited condensed consolidated financial statements and related financial information at August 31, 2017 and to amend certain other items within that report.

 

Internal Control Considerations

 

In light of the restatement, our Chief Executive Officer and Chief Financial Officer have re-evaluated our internal control over financial reporting and its disclosure controls and procedures and concluded that they were not effective at February 28, 2017. Furthermore, the CEO and CFO have determined that at May 31, 2017 and August 31, 2017, our internal control over financial reporting were not effective. The material weakness that existed on those dates and our plans for remediation are described in Part I, Item 4 – Controls and Procedures in this Form 10-Q/A. We are committed to remediating our material weaknesses as promptly as possible. Implementation of our remediation plans has commenced and is being overseen by the Audit Committee.

 

Items Amended in this Form 10-Q/A

 

For the convenience of the reader, this Form 10-Q/A sets forth the Original Filing, in its entirety, as modified and superseded as necessary to reflect the restatement described above. The following items in the Original Filing have been amended as a result of, and to reflect, the restatement:

 

 

A. Part I, Item 1. Financial Statements
B. Part I, Item 4. Controls and Procedures
C. Part II, Item 1A. Risk Factors
D. Part II, Item 6. Exhibits
 

In accordance with applicable SEC rules, this Form 10-Q/A includes new certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief Executive Officer and Chief Financial Officer dated as of the filing date of this Form 10-Q/A. In addition, the Exhibit Index has been appropriately updated.

   

 3

 

 

LOOP INDUSTRIES, INC.

QUARTERLY REPORT ON FORM 10-Q/A

FOR THE PERIOD ENDED May 31, 2017

 

Index

 

PAGE

 

 

 

 

 

 

 

PART I. FINANCIAL INFORMATION

 

 

 

Item 1

Financial Statements

 

F-1

 

 

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

6

 

 

Item 3

Quantitative and Qualitative Disclosures About Market Risk

 

9

 

 

Item 4

Controls and Procedures

 

9

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

Item 1

Legal Proceedings

 

10

 

 

Item 1A

Risk Factors

 

10

 

 

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

 

11

 

 

Item 3

Defaults Upon Senior Securities

 

11

 

 

Item 4

Mine Safety Disclosures

 

11

 

 

Item 5

Other Information

 

11

 

 

Item 6

Exhibits

 

12

 

 

 

 

 

SIGNATURES

 

13

INDEX TO EXHIBITS

 

12

    
4
 

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This Amended Quarterly Report on Form 10-Q/A of Loop Industries, Inc., a Nevada corporation (the “Company,” “we,” or “our”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expected activities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for future growth and future operations, and the size of our addressable market and market trends, the restatement’s quantitative effects and the effectiveness of the Company’s internal control over financial reporting. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: (i) commercialization of our technology and products, (ii) development and protection of our intellectual property and products, (iii) our need for and ability to obtain additional financing, (iv) industry competition, (v) regulatory and other legal compliance, (vi) the exercise of the control over us by Daniel Solomita, our President and Chief Executive Officer, Chairman of the Board of Directors, and majority stockholder, (vii) other factors over which we have little or no control; (viii) the risk that additional information may arise from our and our audit committee’s internal review following the restatement, (ix) the risk that the process of preparing and auditing the restated financial statements or other subsequent events would require us to make additional adjustments and the time and effort required to complete the restatement of its financial statements, (x) whether the reassessment of our internal controls over financial reporting could lead us to conclude that there were deficiencies in its internal control over financial reporting that constitute material weaknesses, (xi) our responses to potential comments from the Securities and Exchange Commission (“SEC”), (xii) adverse effects on the Company’s business and operations as a result of increased regulatory, media or financial reporting issues and practices, rumors or otherwise and ( xiii) other factors discussed in our filings with the SEC.

 

Our management has included projections and estimates in this Form 10-Q/A , which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Form 10-Q/A, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

    
5
 
Table of Contents

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS – (restated note 2)

 

Loop Industries, Inc.

Three months ended May 31, 2017

Index to the Condensed Consolidated Financial Statements

 

Contents

Page(s)

 

Condensed Consolidated balance sheets at May 31, 2017 (Unaudited) and February 28, 2017

F-2

 

Condensed Consolidated statements of operations and comprehensive loss for the three months ended May 31, 2017 and 2016 (Unaudited)

F-3

 

Condensed Consolidated statement of changes in stockholders’ equity for the three months ended May 31, 2017 (Unaudited)

F-4

 

Condensed Consolidated statement of cash flows for the three months ended May 31, 2017 and 2016 (Unaudited)

F-5

 

Notes to the condensed consolidated financial statements

F-6

    
F-1
 

 

Loop Industries, Inc.

Condensed Consolidated Balance Sheets

 

 

 

As at

 

 

 

May 31,

2017

 

 

February 28,

2017

 

 

 

  (restated – note 2)

 

 

  (restated – note 2)

 

 

(Unaudited)

 

 

 

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Cash

 

$ 5,535,020

 

 

$ 916,487

 

Valued added tax and other receivables

 

 

63,182

 

 

 

259,297

 

Total current assets

 

 

5,598,202

 

 

 

1,175,784

 

 

 

 

 

 

 

 

 

 

Property and Equipment, net of accumulated depreciation of $570,346 and $497,244, respectively

 

 

1,518,767

 

 

 

1,566,969

 

 

 

 

 

 

 

 

 

 

Intellectual Property, net of accumulated amortization of $152,945 and $137,050, respectively

 

 

292,105

 

 

 

308,000

 

Total assets

 

$ 7,409,074

 

 

$ 3,050,753

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$ 629,818

 

 

$ 161,536

 

Accrued officer compensation

 

 

35,156

 

 

 

360,000

 

Advances from major stockholder

 

 

-

 

 

 

391,695

 

Total current liabilities

 

 

664,974

 

 

 

913,231

 

 

 

 

 

 

 

 

 

 

Commitments and Contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding

 

 

-

 

 

 

-

 

Common stock par value $0.0001: 250,000,000 shares authorized; 32,595,239 and 31,451,973 shares issued and outstanding, respectively

 

 

3,260

 

 

 

3,146

 

Additional paid-in capital

 

 

14,842,968

 

 

 

8,723,390

 

Common stock issuable, 1,000,000 shares at May 31 and February 28, 2017, respectively

 

 

800,000

 

 

 

800,000

 

Accumulated deficit

 

 

(8,760,893

)

 

 

(7,237,803

)

Accumulated other comprehensive loss

 

 

(141,235 )

 

 

(151,211 )

Total stockholders’ equity

 

 

6,744,100

 

 

 

2,137,522

 

Total liabilities and stockholders’ equity

 

$ 7,409,074

 

 

$ 3,050,753

 

 

See accompanying notes to the condensed consolidated financial statements.

    
F-2
 
Table of Contents

 

Loop Industries, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Loss

(Unaudited)

 

 

 

Three months ended

May 31,

 

 

 

2017

 

 

2016

 

 

 

 

 

 

 

 

Revenue

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Operating Expenses -

 

 

 

 

 

 

 

 

General and administrative

 

 

889,580

 

 

 

439,746

 

Research and development

 

 

496,538

 

 

 

415,568

 

Depreciation and amortization

 

 

90,487

 

 

 

113,024

 

Foreign exchange (gain) loss

 

 

46,485

 

 

 

(3,789 )

Total operating expenses

 

 

1,523,090

 

 

 

964,549

 

 

 

 

 

 

 

 

 

 

Net Loss

 

 

(1,523,090 )

 

 

(964,549 )

 

 

 

 

 

 

 

 

 

Other comprehensive (loss) income-

 

 

 

 

 

 

 

 

Foreign currency translation adjustment

 

 

9,976

 

 

 

(20,493 )

Comprehensive Loss

 

$ (1,513,114 )

 

$ (985,042 )

 

 

 

 

 

 

 

 

 

Loss per share

 

 

 

 

 

 

 

 

- Basic and Diluted

 

$ (0.05 )

 

$ (0.03 )

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

- Basic and Diluted

 

 

31,442,283

 

 

 

30,442,256

 

 

See accompanying notes to the condensed consolidated financial statements.

     
F-3
 
Table of Contents

 

Loop Industries, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Three months ended May 31, 2017

(Unaudited)

 

 

 

Common stock par
value $0.0001

 

 

Preferred stock par
value $0.0001

 

 

Additional

 

 

Common

 

 

 

 

Accumulated Other

 

 

Total

 

 

 

Number of Shares

 

 

Amount

 

 

Number of shares

 

 

Amount

 

 

Paid-in Capital

 

 

Stock Issuable

 

 

Accumulated Deficit

 

 

Comprehensive Income (Loss)

 

 

Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(restated – note 2)

 

 

(restated – note 2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2017

 

 

31,451,973

 

 

$ 3,146

 

 

 

1

 

 

$ -

 

 

$ 8,723,390

 

 

$

800,000

 

 

$

(7,237,803

)

 

$ (151,211 )

 

$ 2,137,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common shares for cash

 

 

1,123,266

 

 

 

112

 

 

 

 

 

 

 

 

 

 

 

5,897,076

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,897,188

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair value of warrants issued for services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

222,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

222,504

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of shares upon cash-less exercise of warrants

 

 

20,000

 

 

 

2

 

 

 

 

 

 

 

 

 

 

 

(2 )

 

 

 

 

 

 

 

 

 

 

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,976

 

 

 

9,976

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,523,090 )

 

 

 

 

 

 

(1,523,090 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2017

 

 

32,595,239

 

 

$ 3,260

 

 

 

1

 

 

$ -

 

 

$ 14,842,968

 

 

$

800,000

 

 

$

(8,760,893

)

 

$ (141,235 )

 

$ 6,744,100

 

 

See accompanying notes to the condensed consolidated financial statements.

    
F-4
 
Table of Contents

 

Loop Industries, Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

Three months ended
May 31,

 

 

 

2017

 

 

2016

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net loss

 

$ (1,523,090 )

 

$ (964,549 )

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

 

 

Depreciation expense

 

 

74,592

 

 

 

93,921

 

Amortization expense

 

 

15,895

 

 

 

22,257

 

Fair value of warrants issued for services

 

 

222,504

 

 

 

41,359

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Valued added tax and other receivables

 

 

82,892

 

 

 

(36,804 )

Prepayments and other current assets

 

 

-

 

 

 

11,298

 

Accounts payable and accrued liabilities

 

 

468,282

 

 

 

(78,004 )

Accrued officer compensation

 

 

(324,844 )

 

 

45,000

 

Advances from majority stockholder

 

 

-

 

 

 

18,586

 

Net Cash Used in Operating Activities

 

 

(983,769 )

 

 

(846,936 )

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

Purchases of property and equipment

 

 

(55,453 )

 

 

(79,759 )

Net Cash Used in Investing Activities

 

 

(55,453 )

 

 

(79,759 )

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

Proceeds from sales of common shares

 

 

5,897,188

 

 

 

1,988,003

 

Repayment of advances from majority stockholder

 

 

(278,472 )

 

 

-

 

Net Cash Provided by Financing Activities

 

 

5,618,716

 

 

 

1,988,003

 

 

 

 

 

 

 

 

 

 

Effect of exchange rate changes

 

 

39,039

 

 

 

(63,602 )

Net Change in Cash

 

 

4,618,533

 

 

 

997,706

 

 

 

 

 

 

 

 

 

 

Cash - beginning of period

 

 

916,487

 

 

 

422,586

 

 

 

 

 

 

 

 

 

 

Cash - end of period

 

$ 5,535,020

 

 

$ 1,420,292

 

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

 

 

Income tax paid

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non Cash Financing and Investing Activities

 

 

 

 

 

 

 

 

Reclassification of value added tax and other receivables to advances from majority stockholder

 

$ 113,223

 

 

$ -

 

 

See accompanying notes to the condensed consolidated financial statements.

    
F-5
 
Table of Contents

 

Loop Industries, Inc.

Three months ended May 31, 2017 and 2016

Notes to the Condensed Consolidated Financial Statements (Unaudited)

 

Note 1 – The Company and Basis of Presentation

 

The Company

 

Loop Industries, Inc. was incorporated on March 11, 2010 under the laws of the State of Nevada, under the name “Radikal Phones Inc.” We changed our name to “First American Group Inc.” on October 7, 2010, and then we changed our name to our current name, “Loop Industries, Inc.”, effective July 21, 2015.

 

On June 29, 2015, Loop Industries, Inc. (the "Company" or "Loop Industries") entered into a Share Exchange Agreement (the “Share Exchange Agreement”), by and among the Company, and the holders of common stock of Loop Holdings, Inc. (“Loop Holdings”). Under the terms and conditions of the Share Exchange Agreement, the Company offered, sold and issued 23,257,500 shares of common stock in consideration for all the issued and outstanding shares in Loop Holdings. The effect of the issuance was that Loop Holdings shareholders held approximately 78.1% of the issued and outstanding shares of common stock of the Company upon consummation of the Share Exchange Agreement.

 

Pursuant to a Stock Redemption Agreement dated June 29, 2015 entered into commensurate with the share exchange, the Company redeemed 25,000,000 shares of First American Group common stock from two stockholders for an aggregate redemption price of $16,000.

 

As the former owners and management of Loop Industries had voting and operating control of the Company after the share exchange, the transaction has been accounted for as a recapitalization with Loop Holdings deemed the acquiring company for accounting purposes, and the Company deemed the legal acquirer. No step-up in basis or intangible assets or goodwill was recorded and the aggregate cost of $60,571, representing the net liabilities assumed of $35,243, cost of the redeemed shares of $16,000 and closing costs of $9,328, had been reflected as a cost of the transaction. The consolidated financial statements reflect the historical results of Loop Industries prior to the share exchange, and that of the combined company following the share exchange.

 

The Company engages in the designing, prototyping and building a closed loop plastics recycling business that leverages a proprietary depolymerization technology.

 

On May 24, 2016, 9449507 Canada Inc. was incorporated to carry on the Company’s depolymerization business. On November 11, 2016, the shares of 9449507 Canada Inc., which was wholly owned by Mr. Solomita, were transferred to Loop Industries, Inc. On December 23, 2016, 9449507 Canada Inc. changed its legal name to Loop Canada Inc. On December 31, 2016, all employees, assets, liabilities, and operations pertaining to the Company’s depolymerization business were transferred to Loop Canada Inc. from 8198381 Canada Inc., a company wholly owned by Mr. Solomita.

 

On March 9, 2017, Loop Holdings, a wholly owned subsidiary of the Company, merged with and into the Company, with the Company being the surviving entity as a result of the merger.

     
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Basis of Presentation

 

The accompanying unaudited condensed consolidated financial statements of Loop Industries, Inc. and its wholly-owned subsidiary Loop Canada Inc. (collectively, the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all normal recurring adjustments considered necessary for a fair presentation have been included. Operating results for the three months ended May 31, 2017 are not necessarily indicative of the results that may be expected for the year ending February 28, 2018.

 

Intercompany balances and transactions have been eliminated on consolidation.

 

Liquidity

 

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company has no recurring source of revenue and during the three months ended May 31, 2017, the Company incurred a net loss of $1,523,090 and used cash in operations of $983,769. As of May 31, 2017, the Company had cash on hand of $5,535,020 and stockholders’ equity of $6,744,100.

 

Management estimates that the current funds on hand will be sufficient to continue operations through the next twelve months. However, the Company will need additional financing through either debt or equity to finalize the transition from pilot scale to a full scale commercial manufacturing facility. Management may consider seeking additional funds, primarily through the issuance of debt and equity securities for cash and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable.

 

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to the Company. Even if the Company could obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stockholders, in case of equity financing.

 

Note 2 – Restatement of Previously Issued Financial Statements and Summary of Significant Accounting Policies

 

Restatement of previously issued financial statements

 

The Company’s unaudited condensed consolidated balance sheet as of May 31, 2017, and condensed consolidated statement of shareholders’ equity for the three month period ended May 31, 2017, have been restated for an error with regard to the accounting for stock based compensation in fiscal 2017.

 

Adjustment

   

We identified and corrected an error related to the measurement of stock-based compensation associated with the grant of common shares to the Company’s President and Chief Executive Officer in June 2015. The share-based award vests based on the achievement of specified performance conditions, which pursuant to ASC 718 impacts the timing of recognition of stock-based compensation expense, but which does not affect the determination of the fair value of the award. The fair value of the “equity-classified” award should be determined on the grant date.

Previously, the Company had determined the fair value of the award on the date at which it became probable that the first of four performance conditions had been met, resulting in the recognition of $5,500,000 of non-cash stock based compensation expense in the fourth quarter and fiscal year ended February 28, 2017.  The Company has recognized an adjustment to record stock-based compensation of $800,000, which is the amount of the award expected to vest in fiscal 2017, and is based on the grant date fair value of the award as at June 29, 2015.

The adjustment had no impact on the unaudited condensed consolidated statements of operations and comprehensive loss and cash flows for the three-month period ended May 31, 2017.

   

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The following table illustrates the impact of the correction to the unaudited condensed consolidated balance sheets:

 

As at February 28, 2017

As previously reported

Adjustment

Restated

Common stock issuable

5,500,000 (4,700,000 ) 800,000

Accumulated deficit

(11,937,803 ) 4,700,000 (7,237,803 )

 

As at May 31, 2017

As previously reported

Adjustment

Restated

Common stock issuable

5,500,000 (4,700,000 ) 800,000

Accumulated deficit

(13,460,893 ) 4,700,000 (8,760,893 )

 

The following table illustrates the impact of the correction on the condensed consolidated statement of shareholders’ equity:

 

Three month period ended May 31, 2017

As previously reported

Adjustment

Restated

Accumulated deficit at Feb 28, 2017

(11,937,803 ) 4,700,000 (7,237,803 )

Accumulated deficit at May 31, 2017

(13,460,893 ) 4,700,000 (8,760,893 )

Common stock issuable

5,500,000 (4,700,000 ) 800,000

 

Use of Estimates

 

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for depreciable lives of property and equipment, analysis of impairments of recorded intangibles, accruals for potential liabilities and assumptions made in calculating the fair value of certain stock instruments.

 

Foreign Currency Translations and Transactions

 

The accompanying consolidated financial statements are presented in United States dollars, the functional currency of the Company. Capital accounts of foreign subsidiaries are translated into US Dollars from foreign currency at their historical exchange rates when the capital transactions occurred. Assets and liabilities are translated at the exchange rate as of the balance sheet date. Income and expenses are translated at the average exchange rate of the period. As a result, currency exchange fluctuations may impact our revenue and the costs of our operations. We currently do not engage in any currency hedging activities.

     
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The following table summarizes the exchange rates used:

 

 

 

Three Months

Ended May 31,

 

 

 

2017

 

 

 2016

 

Period end Canadian $: US Dollar exchange rate

 

$ 0.74

 

 

$ 0.76

 

Average period Canadian $: US Dollar exchange rate

 

$ 0.74

 

 

$ 0.78

 

 

Expenditures are translated at the average exchange rate for the period presented.

 

Value added tax, tax credits and other receivables

 

The Company is registered for the Canadian Federal and Provincial Goods and Services Taxes. As a registrant, the Company is obligated to collect, and is entitled to claim sale taxes paid on its expenses and capital expenditures incurred in Canada. As at the balance sheet date of May 31 and February 28, 2017, the computed net recoverable sale taxes amounted to $63,182 and $198,830, respectively.

 

Research and Development Costs

 

Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the three months ended May 31, 2017 and 2016 amounted to $496,538 and $415,568 respectively. Research and development costs are net of $4,472 of grant revenue received and research and development tax credit of $113,223 claimed during the period ended May 31, 2017.

 

Net Loss per Share

 

The Company computes net loss per share in accordance with FASB ASC 260 Earnings per share. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive.

 

For the three months ended May 31, 2017 and 2016, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an anti-dilutive effect. The potentially dilutive securities consisted of 1,000,000 common shares issuable and 1,860,455 and 1,653,668 outstanding warrants as of May 31, 2017 and 2016, respectively.

 

Recently Issued Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2014-09 (ASU 2014-09), Revenue from Contracts with Customers. ASU 2014-09 will eliminate transaction- and industry-specific revenue recognition guidance under current U.S. GAAP and replace it with a principle based approach for determining revenue recognition. On August 12, 2015, FASB delayed the required implementation to fiscal years ending after December 15, 2017 but now permitted organizations such the Company to adopt earlier. ASU 2014-09 will require that companies recognize revenue based on the value of transferred goods or services as they occur in the contract. The ASU also will require additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. Entities can transition to the standard either retrospectively or as a cumulative-effect adjustment as of the date of adoption. Management has determined to adopt ASU 2014-09 when it becomes effective for the Company in Fiscal 2018 and has not determined the effect of the standard on our ongoing financial reporting.

     
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In February 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-02, Leases. ASU 2016-02 requires a lessee to record a right of use asset and a corresponding lease liability on the balance sheet for all leases with terms longer than 12 months. ASU 2016-02 is effective for all interim and annual reporting periods beginning after December 15, 2018. Early adoption is permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is in the process of evaluating the impact of ASU 2016-02 on the Company’s financial statements and disclosures.

 

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

 

Note 3 – Property and Equipment

 

 

Estimated

 

 

 

 

 

 

 

 

Useful

 

 

May 31,

 

 

February 28,

 

 

Life

 

 

2017

 

 

2017

 

 

(years)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Machinery and Equipment

5 - 7

 

 

$ 1,591,327

 

 

$ 1,590,187

 

Office equipment and furniture

5 - 8

 

 

 

141,124

 

 

 

131,607

 

Leasehold improvements

 

3

 

 

 

356,662

 

 

 

342,419

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2,089,113

 

 

 

2,064,213

 

Less: accumulated depreciation

 

 

 

 

 

(570,346 )

 

 

(497,244 )

Property and equipment, net

 

 

 

 

$ 1,518,767

 

 

$ 1,566,969

 

 

Depreciation expense for the three months ended May 31, 2017 and 2016 was $74,592 and $93,921, respectively.

 

Note 4 – Intellectual Property

 

On October 27, 2014, the Company entered into an intellectual property agreement with Mr. Hatem Essaddam (the "Intellectual Property Assignment Agreement") wherein the Company purchased a certain technique and method for $445,050 allowing for the depolymerization of polyethylene terephthalate at ambient temperature and atmospheric pressure. The Company will use such technique and know-how in its manufacturing facility. The technology is being amortized using the straight-line method over the 7 years estimated useful life of the patents.

 

In addition to the $445,050 paid by the Company under the Intellectual Property Assignment Agreement, the Company is required to make additional payments totaling CDN$800,000 to Mr. Essaddam within sixty (60) days of each of the following milestones (the “Milestones”) having been met, as follows:

 

(i)

CDN$200,000 when an average of twenty (20) metric tons per day of terephthalic acid is produced by the Company for twenty (20) operating days;

 

 

(ii)

CDN$200,000 when an average of thirty (30) metric tons per day of terephthalic acid is produced by the Company for thirty (30) operating days;

 

 

(iii)

CDN$200,000 when an average of sixty (60) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days; and

 

 

(iv)

CDN$200,000 when an average of one hundred (100) metric tons per day of terephthalic acid is produced by the Company for sixty (60) operating days.

 

As of May 31, 2017, the Company is still in its test pilot program, none of the Milestones have been met, and accordingly no additional payments have been made.

    
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Additionally, the Company is obligated to make royalty payments of up to CDN$25,700,000, payable as follows:

 

(a)

10% of gross profits on the sale of all products derived by the Company from the technology assigned to the Company under the Intellectual Property Assignment Agreement;

 

(b)

10% of any license fee paid to the Company in respect of any licensing or other right to use the technology assigned to the Company and granted to a third party by the Assignee;

 

(c)

5% of any royalty or other similar payment made to the Company by a third party to whom a license or other right to use the technology assigned to the Company has been granted by the Company; and

 

(d)

5% of any royalty or other similar payment made to the Company by a third party in respect of a sub-license or other right to use the technology assigned to the Company granted by the third party.

 

As of May 31, 2017, the Company has not made any royalty payments under the Intellectual Property Assignment Agreement.

 

Amortization expense is recorded as an operating expense in the consolidated statements of operations and comprehensive loss and amounted to $15,895, and $22,257 for the three months ended May 31, 2017 and 2016, respectively. As of May 31 and February 28, 2017, accumulated amortization was $152,945 and $137,050, respectively.

 

Note 5 – Related Party Transactions

 

Advances from Major Shareholder

 

Mr. Daniel Solomita, the Company’s major stockholder and CEO, or companies controlled by him, previously made advances to the Company. The advances were unsecured, non-interest bearing with no formal terms of repayment. As of February 28, 2017, the aggregate amount due to Mr. Solomita or companies controlled by him was $391,695. During the period ended May 31, 2017, the Company repaid to Mr. Solomita or companies controlled by him, as applicable, an aggregate amount of $278,472 and reclassified from value added taxes and other receivables an aggregate amount of $113,223.

 

Employment Agreement and Accrued Compensation due to Major Shareholder

 

The Company entered into an employment agreement with Daniel Solomita, the Company’s President and Chief Executive Officer for an indefinite term. During the term, the officer shall receive monthly salary of $15,000. Compensation expense under this agreement amounted to $45,000 during the three months ended May 31, 2017 and May 31, 2016. As of May 31 and February 28, 2017, accrued compensation of $35,156 and $360,000, respectively, was due to Mr. Solomita. On May 5, 2017, the total accrued compensation due to Mr. Solomita for an amount of $360,000 was paid.

   

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In addition, the Company agreed to grant the officer 4 million shares of the Company’s common stock, form of equity to be determined, if certain milestones were met.

 

Effective April 10, 2017, the Company qualified to trade on the OTCQX and began trading the same date. Accordingly, as at May 31, 2017, the officer’s entitlement to 1,000,000 shares with a fair value of $800,000 (note 2), in aggregate, have vested. The performance conditions for the remaining 3,000,000 shares of common stock are not considered probable, therefore the stock based compensation expense associated with the grant has not been recognized.

 

Note 6 – Stockholders’ Equity

 

Common Stock

 

During the three months ended May 31, 2017 the Company sold 1,123,266 shares of its common stock at an offering price of $5.25 per share, resulting in net proceeds to the Company of $5,897,188.

 

Warrants

 

The Company has not adopted a formal stock option plan as of May 31, 2017; however, it has made periodic non-plan grants of warrants for services and financing.

 

During the period ended May 31, 2017, the Company issued to its Chief Financial Officer a warrant to purchase up to 400,000 shares of our common stock at an exercise price of $5.25 per share, which vests quarterly in equal amounts over 24 months beginning on April 3, 2017, and have a contractual life of 10 years. This warrant had a grant date fair value of $2,331,000 as determined by a Black Scholes option pricing model and will be amortized over the vesting period. In addition, the Company issued to its Chief Financial Officer a warrant to purchase up to 150,000 additional shares of our common stock at an exercise price of $5.25 per share that will vest when certain milestones achieved. This warrant had a grant date fair value of $874,125 as determined by a Black Scholes option pricing model and will be amortized as the Company makes progress towards those milestones.

 

During the three months ended May 31, 2017, and 2016, the Company amortized $220,504, and $41,359 respectively, of these costs which are included in operating expenses. As of May 31, 2017, the unamortized balance of these costs was $3,377,143. The aggregate intrinsic value of the warrants outstanding as of May 31, 2017 was $9,325,489 calculated as the difference between the closing market price of $8.05 and the exercise price of the Company’s warrants as of May 31, 2017.

 

During the three months ended May 31, 2017 warrants to purchase an aggregate of 314,667 shares of our common stock expired.

    
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The table below summarizes the Company’s warrants activities:

 

 

 

Number of Warrant Shares

 

 

Exercise Price Range Per Share

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

Balance, February 28, 2017

 

 

1,647,670

 

 

$

0.80 to $6.00

 

 

$ 2.91

 

 

 

 

 

 

 

 

 

 

 

 

 

Granted

 

 

550,000

 

 

$ 5.25

 

 

$ 5.25

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Exercised

 

 

(22,548 )

 

$ 0.80

 

 

$ 0.80

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expired

 

 

(314,667 )

 

$ 6.00

 

 

$ 6.00

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, May 31, 2017

 

 

1,860,455

 

 

$

0.80 to $6.00

 

 

$ 3.11

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earned and exercisable, May 31, 2017

 

 

836,705

 

 

$

0.80 to $6.00

 

 

$ 2.82

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unvested, May 31, 2017

 

 

1,023,750

 

 

$

0.80 to $5.25

 

 

$ 3.34

 

 

For warrants requiring an assessment of value during the period of May 31, 2017, the fair value of each warrant was estimated using the Black-Scholes option pricing model with the following assumptions:

 

Risk-free interest rate

 

 

2.02 %

Expected dividend yield

 

 

0 %

Expected volatility

 

 

110.72 %

Expected life

 

6 years

 

 

As at May 31, 2017, 20,000 shares of common stock were issued as a result of a cashless exercise of 22,548 warrants with an exercise price of $0.80 per share.

 

The following table summarizes information concerning outstanding and exercisable warrants as of May 31, 2017:

 

 

 

 

Warrants Outstanding

 

 

Warrants Exercisable

 

Range of Exercise Prices

 

 

Number Outstanding

 

 

Average Remaining Contractual Life (in years)

 

 

Weighted Average Exercise Price

 

 

Number Exercisable

 

 

Average Remaining Contractual Life (in years)

 

 

Weighted Average Exercise Price

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

0.80

 

 

 

912,452

 

 

 

0.51

 

 

$ 0.80

 

 

 

507,452

 

 

 

0.51

 

 

$ 0.80

 

$

6.00

 

 

 

323,003

 

 

 

0.08

 

 

$ 6.00

 

 

 

323,003

 

 

 

0.08

 

 

$ 6.00

 

$

3.00

 

 

 

75,000

 

 

 

1.02

 

 

$ 3.00

 

 

 

6,250

 

 

 

1.02

 

 

$ 3.00

 

$

5.25

 

 

 

550,000

 

 

 

9.98

 

 

$ 5.25

 

 

 

-

 

 

 

-

 

 

$ -

 

    

Note 7 – Subsequent Event

 

On June 30, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of options to employees, directors and consultants of the Company. A total of 3,000,000 shares of common stock were reserved for issuance under the Plan with an automatic share reserve increase, as defined in the Plan, effective commencing March 1, 2018. The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of stock options granted, the share price pursuant to the stock options and the vesting conditions and period. The options, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the option will not exceed 5 years.

    

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 

The following information should be read in conjunction with the unaudited financial information and the notes thereto included in this Quarterly Report on Form 10-Q/A and the audited financial information and the notes thereto included in our most recent Amended  Annual Report on Form 10-K/A, which was filed with the Securities and Exchange Commission, or the SEC, on January 12, 2018.

 

The following information and any forward-looking statements should be considered in light of factors discussed elsewhere in this Quarterly Report on Form 10-Q/A, including those risks identified in the “Risk Factors” section of our most recent Amended  Annual Report on Form 10-K/A.

 

Overview

 

Our business develops technology and processes to promote the regeneration and reuse of materials to sustain a circular economy.

 

Currently, the focus of our business is on the depolymerizing waste PET plastics and converting them into valuable chemicals, ready to be reintroduced into the manufacturing of virgin PET plastic. Our proprietary technology breaks down PET into its base chemicals, PTA and MEG, at a recovery rate of over 90% and under normal atmospheric pressure and at room temperature.

 

Depolymerization presents two unique advantages in recycling resin-based products: (i) the ability to return a recovered resin to virgin-resin-like quality, and (ii) the potential to recover a valuable feedstock from products that are economically challenging to recycle. When plastic is mechanically recycled, even small levels of contamination can compromise the performance of the resin. However, because depolymerization breaks down plastics into monomer form, all contamination is removed. Our unique depolymerization process can be applied to all sorts of post-consumer PET, including degraded, colored or heavily contaminated PET that is not currently recyclable.

 

We are a development-stage company and have never generated any revenues. Our depolymerization technology must be scaled-up before we can commercialize the technology and generate any revenues. We intend to sell depolymerized LOOP™-branded PET resin to sustainably focused customers. During January 2016, we announced the successful completion of a pilot plant facility in Montreal, Canada with a production capacity of 2.5 metric tons per day of high purity PTA and MEG.

   

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Plan of Operation

 

We are planning to and have begun taking steps to build a commercial scale facility with an installed capacity of a minimum of 10,000 metric tons (MT) per annum to supply our potential customers with LOOP™ branded PET resin of up to 50% recycled content. We are planning to finance any new facilities through additional sales of our common stock, government assistance, including grants and low-interest loans and traditional bank financing.

 

We are conducting qualification testing of our LOOP™ branded PET resin and negotiating long term supply contracts with potential customers. In addition, we are optimizing our manufacturing process to ensure a smooth transition from pilot scale to full scale commercial manufacturing facility.

 

Our plan of operation also includes the development of the LOOP™ branded PET resin, by establishing co-marketing and co-branding initiatives with potential customers. LOOP™ branded PET resin will primarily focus on educating consumers on the importance of the circular economy and the Loop technology that can play a pivotal role in this new economy.

 

Results of Operations

 

For the three months ended May 31, 2017 and May 31, 2016

 

We recorded no revenues for the three months ended May 31, 2017 and May 31, 2016.

 

We realized a net loss from operations of $1.5 million for the three months ended May 31, 2017 compared to a net loss of $1.0 million for the three months ended May 31, 2016. This net loss from operations is mainly due to an increase in general and administrative expenses of $0.9 million for the period ended May 31, 2017 compared to $0.4 million for the period ended May 31, 2016. In addition, we incurred $0.5 million in research and development expenses for the period ended May 31, 2017 compared to $0.4 million for the period ended May 31, 2016 as we continue to scale our technology.

     
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Activity in the three months ended May 31, 2017 continues to focus on the development of plans for a commercial facility, continued testing and improvement of our depolymerization process as well as testing of various feedstocks used in the depolymerization process.

 

On the commercial side, we have undertaken various marketing initiatives to raise awareness of the Loop depolymerization process. In addition, we have been working with future customers and other key stakeholders to ensure that the Loop™ branded PET resin meets customers’ needs and specifications once commercial production begins.

 

Liquidity and Capital Resources

 

As reflected in the accompanying consolidated financial statements, we have no recurring source of revenue and during the three months ended May 31, 2017, we incurred a net loss of $1.5 million and used cash in operations of $1.0 million. As of May 31, 2017, we had cash on hand of $5.5 million and stockholders’ equity of $6.7 million as a result of the sale of 1,123,266 shares of our common stock on May 4, 2017 for net proceeds of $5.9 million.

 

We estimate that the current funds on hand will be sufficient to continue operations through the next twelve months. However, we will need additional financing through either debt or equity to finalize the transition from pilot scale to a full scale commercial manufacturing facility. We are currently seeking additional funds, primarily through the issuance of debt and equity securities for cash and estimates that a significant amount of capital will be necessary to advance the development of our projects to the point at which they will become commercially viable.

 

No assurance can be given that any future financing will be available or, if available, that it will be on terms that are satisfactory to us. Even if we could obtain additional financing, it may contain undue restrictions on our operations, in the case of debt financing or cause substantial dilution for our stock holders, in case of equity financing.

 

Off-Balance Sheet Arrangements

 

As of May 31, 2017, we did not have any off-balance sheet arrangements as defined in the rules and regulations of the SEC.

     
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 

As a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act, we are not required to provide the information called for by this Item.

 

ITEM 4. CONTROLS AND PROCEDURES.  (Restated)

 

Management’s Evaluation of our Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our Chief Executive Officer and the Chief Financial Officer, we are responsible for conducting an evaluation of the effectiveness of the design and operation of our internal controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of the end of the fiscal quarter covered by this report. Disclosure controls and procedures means that the material information required to be included in our SEC reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of May 31, 2017.

 

Changes in Internal Control over Financial Reporting

 

As described under “Material Weakness Discussion and Remediation” in our most recent Amended Annual Report on Form 10-K/A, filed on January 12, 2018 , we have undertaken a broad range of remedial procedures to address the weaknesses in our internal control over financial reporting.

 

We have taken steps to enhance our internal control over financial reporting and plan to take additional steps to remediate the material weaknesses. Specifically:

 

 

· We appointed additional independent members with public company board experience to our board of directors,
 
· We established an audit committee,
 
· We engaged a third-party Sarbanes-Oxley consultant to assist in addressing controls and process gaps,
 
· We added staff to our finance team and outsourced to third party the assessment of certain complex transactions under US GAAP,
 
· We developed and communicated a series of corporate policies, including the Whistle-Blower Policy, Insider Trading Policy, Global Anti-Corruption Policy and Related Party Transaction policy,
 
· On October 8, 2017, we hired a General Counsel to the management team, and
 
· On November 8, 2017, we hired a Chief Financial Officer with public company experience.
 

We believe that the measures described above will strengthen our internal control over financial reporting. We expect that our efforts, including design, implementation and testing will continue throughout fiscal year 2018.

   

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PART II. OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. As of May 31, 2017, no legal proceedings, government actions, administrative actions, investigations or claims are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business, financial condition or operating results. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

 

We anticipate that we will expend significant financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have been violated. We also anticipate that we will expend significant financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties.

 

ITEM 1A. RISK FACTORS.  (Restated)

 

We are subject to various risks and uncertainties in the course of our business. Risk factors relating to us are set forth under “Risk Factors” in our Amended Annual Report on Form 10-K/A, filed on January 12, 2018.

    

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

Issuance of Warrants

 

Pursuant to the employment agreement with our chief financial officer D. Jennifer Rhee, dated March 17, 2017, we issued a warrant to purchase up to 400,000 shares of our common stock at a price per share of $5.25, that shall vest quarterly, in equal amounts, over a 24-month period beginning on April 3, 2017 and a warrant to purchase up to 150,000 shares of our common stock at a price per share of $5.25 that shall vest upon the achievement of certain milestones. The warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

A copy of the employment agreement and the form of warrant are attached as Exhibit 10.2 and Exhibit 4.2, respectively, to this quarterly report and are incorporated herein by reference.

 

Exercise of Warrants

 

We also issued 20,000 shares of our common stock upon the cash-less exercise of 22,548 warrants with an exercise price of $0.80 per share. The shares and the warrants were issued pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

None.

 

ITEM 5. OTHER INFORMATION.

 

None.

     
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ITEM 6. EXHIBITS.  (Restated)

 

The following Exhibits, as required by Item 601 of Regulation S-K, are attached or incorporated by reference, as stated below.

 

Exhibit Index

 

 

Incorporated by Reference 

Number

 

Description

 

Form

 

File No.

 

Filing Date

 

Exhibit No.

3.1

 

Articles of Incorporation

 

10-K

 

000-54768

 

May 30, 2017

 

3.1

3.2

 

By-laws

 

S-1

 

333-171091

 

Dec 10, 2010

 

3.2

4.1

 

Form of Common Stock Subscription Agreement

 

8-K

 

000-54768

 

May 5, 2017

 

10.1

4.2

 

Form of Warrant

10-Q

000-54768

 

July 14, 2017

4.2 

10.1

 

Articles of Merger of Loop Holdings, Inc. into Loop Industries, Inc.

 

10-K

 

000-54768

 

May 30, 2017

 

10.9

10.2

 

Employment Agreement, dated March 17, 2017, by and between D. Jennifer Rhee and Loop Industries, Inc.

10-Q

000-54768

 

July 14, 2017

 

 10.2

31.1

 

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith

 

31.2

 

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

Filed herewith

 

32.1

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith

 

32.2

 

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

Furnished herewith

 

101.INS

 

XBRL Instance Document

 

Filed herewith

 

101.SCH

 

XBRL Taxonomy Extension Schema Document

 

Filed herewith

 

101.CAL

 

XBRL Taxonomy Extension Calculation Linkbase Document

 

Filed herewith

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document

 

Filed herewith

 

101.LAB

 

XBRL Taxonomy Extension Label Linkbase Document

 

Filed herewith

 

101.PRE

 

XBRL Taxonomy Extension Presentation Linkbase Document

 

Filed herewith

     
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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, thereunto duly authorized.

 

 

 

LOOP INDUSTRIES, INC.

     

 

Date: January 12, 2018

By:

/s/ Daniel Solomita

 

Name:

Daniel Solomita

 

Title:

President and Chief Executive Officer

(principal executive officer)

 

 

Date: January 12, 2018

By:

/s/ Frank Zitella

 

Name:

Frank Zitella

 

Title:

Chief Financial Officer (principal accounting

officer and principal financial officer)

 

 

    

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