Current Report Filing (8-k)
2022年9月21日 - 9:31PM
Edgar (US Regulatory)
0001643988
--09-30
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0001643988
2022-09-19
2022-09-19
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iso4217:USD
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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, 2022
Loop Media, Inc.
(Exact name of registrant as specified in its charter)
Nevada |
000-55591 |
47-3975872 |
(State or Other Jurisdiction |
(Commission |
(I.R.S. Employer |
of Incorporation) |
File Number) |
Identification No.) |
700 N.
Central Ave., Suite 430 Glendale,
CA |
|
91203 |
(Address of Principal Executive Office) |
|
(Zip Code) |
(213) 436-2100
(Registrant’s telephone number, including
area code)
(Former name, former address and former fiscal
year, 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 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 (17 CFR §230.405) or Rule 12b-2
of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 3.03. Material Modification to Rights
of Security Holders.
The information contained
in Item 5.03 below is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation
or Bylaws; Change in Fiscal Year.
On September 19, 2022, Loop
Media, Inc. (the “Company,” “Loop,” “us” or “we”) filed a Certificate of Change with the
Secretary of State of the State of Nevada (the “Certificate of Change”), which effected, at 4:01 p.m. Eastern Time
on September 20, 2022, a one-for-three reverse stock split (the “Reverse Stock Split”) of both the Company’s
issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”) and authorized shares
of Common Stock. In connection with the Reverse Stock Split, the CUSIP number for the Common Stock will change to 54352F206.
As a result of the Reverse
Stock Split, every three shares of Common Stock issued and outstanding was converted into one share of Common Stock, with a proportionate
1:3 reduction in the Company’s authorized Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not
alter any stockholder’s percentage interest in the Company’s equity, except to the extent that the Reverse Stock Split would
have resulted in some stockholders owning a fractional share. No fractional shares were issued in connection with the Reverse Stock Split.
Fractional shares will be rounded up to the nearest whole number.
The Reverse Stock Split did
not change the par value of the Common Stock. All outstanding securities entitling their holders to purchase shares of Common Stock or
acquire shares of Common Stock, including stock options, convertible debt and warrants, were adjusted as a result of the Reverse Stock
Split, as required by the terms of those securities.
No stockholder approval of
the Reverse Stock Split was required under Nevada law, and on September 18, 2022, the Board of Directors of the Company approved and authorized
the Reverse Stock Split, including the filing of the Certificate of Change.
The Common Stock will begin
trading on a Reverse Stock Split-adjusted basis when the market opens on September 21, 2022.
The foregoing description
of the Certificate of Change is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety
by reference to the full text of the Certificate of Change, which is filed with this report, including a related Certificate of Correction,
as Exhibit 3.1 and is incorporated herein by reference.
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 Report to be signed on its behalf by the undersigned, hereunto
duly authorized.
Date: September 21, 2022 |
LOOP MEDIA, INC. |
|
|
|
|
By: |
/s/ Jon Niermann |
|
|
Jon Niermann, CEO |
Loop Media () (USOTC:LPTV)
過去 株価チャート
から 5 2024 まで 6 2024
Loop Media () (USOTC:LPTV)
過去 株価チャート
から 6 2023 まで 6 2024