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)
July 12, 2023
LOOP INDUSTRIES, INC. |
(Exact name of registrant as specified in its charter) |
Nevada |
|
000-54786 |
|
27-2094706 |
(State or other jurisdiction of incorporation) |
|
(Commission File Number) |
|
(IRS 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)
Not Applicable
(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 (see General Instruction A.2. below):
☐ |
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 |
Common stock, par value $0.0001 per share |
LOOP |
Nasdaq Global Market |
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 2.02. Results of Operations and Financial Condition
On July 12, 2023, Loop Industries, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of fiscal year ending February 29, 2024. A copy of the Company’s press release is attached hereto as Exhibit 99.1.
The information in this Form 8-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 7.01 Regulation FD Disclosure.
To satisfy its obligations under Regulation FD, Loop Industries, Inc. is furnishing an investor presentation, which is separately being provided to investors. The presentation slides will be posted on our web site (http://www.loopindustries.com/en/investors/home). The forward-looking statements disclosure included in the presentation slides is incorporated into this Item 7.01 by reference.
Investors and others should note that we announce material financial information to our investors using our investor relations web site (http://www.loopindustries.com/investors/overview), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our members and the public about our company, our services and other issues. It is possible that the information we post on social media could be deemed to be material information. Therefore, we encourage investors, the media, and others interested in our company to review the information we post on the United States social media channels listed on our investor relations web site.
The information contained in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
|
Description |
|
2 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
LOOP INDUSTRIES, INC. |
|
|
|
|
|
|
Date: July 12, 2023 |
By: |
/s/ Fady Mansour |
|
|
|
Fady Mansour |
|
|
|
Chief Financial Officer |
|
3 |
EXHIBIT 99.1
LOOP INDUSTRIES REPORTS FIRST QUARTER FISCAL 2024 RESULTS
| · | LOOP AND SK GEO CENTRIC (“SKGC”) SIGN JOINT VENTURE AGREEMENT TO BUILD INFINITE LOOP™ MANUFACTURING FACILITIES THROUGHOUT ASIA |
| · | LOOP AND GARNIER LAUNCH MICELLAR CLEANSING WATER BOTTLE PRODUCED UTILIZING LOOP’S TECHNOLOGY |
| · | ON AG SIGNS LETTER OF INTENT (“LOI”) TO SECURE VOLUMES FROM PLANNED ULSAN, SOUTH KOREA MANUFACTURING FACILITY |
LOOP MANAGEMENT TO HOLD UPDATE CALL AT 9:30 AM ET ON JULY 13, 2023
MONTREAL, QC/ACCESSWIRE/July 12, 2023 — Loop Industries, Inc. (Nasdaq: LOOP) (the “Company” or “Loop”), a clean technology company on a mission to accelerate a circular plastics economy by manufacturing 100% recycled polyethylene terephthalate (“PET”) plastic and polyester fiber, today provided an update on its activities and reported its consolidated financial results for the first quarter for fiscal year 2024.
Significant Milestones
1. Global Commercialization Update – Asia
On April 27th, 2023, Loop and its strategic partner, SKGC, signed a joint venture agreement to build Infinite Loop™ facilities in the Asian market. The two partners aim to build four commercial manufacturing facilities throughout Asia by 2030. Construction of the first planned Asian manufacturing facility, situated in Ulsan, South Korea, is expected to commence in 2023 and reach completion by the end of 2025.
2. Loop x Garnier Micellar Cleansing Water Bottle Launch
On April 19th, 2023, Loop and Garnier, a beauty brand owned by L’Oréal, announced the launch of Garnier’s Micellar Cleansing Water in a 100% upcycled bottle produced with Loop™ PET resin. The product was launched and sold in the US at Ulta stores and online in April 2023.
3. Customer Letter of Intent
Loop announced on May 15th, 2023, that On AG, a sportswear brand and a subsidiary of On Holding AG, signed an LOI to secure volumes of 100% recycled virgin quality Loop™ PET resin from the planned Asian Infinite Loop™ manufacturing facility in Ulsan, South Korea.
4. Cost reductions
Following the cost reduction measures that Loop announced on December 22nd, 2022, the Company has made significant progress in streamlining operations at its Terrebonne, Quebec, production facility. Excluding a milestone stock-based compensation expense recorded in the quarter ended May 31, 2022 in the amount of $7.74 million, Loop has reduced net overall costs by approximately 30% and has enabled greater alignment of resources at the facility.
1 |
CEO Comment
Daniel Solomita, Founder and CEO of Loop Industries, commented on the recent updates, saying: “The signing of the joint venture agreement with SKGC in the first quarter marks the next phase in our strategic partnership with them, as we progress towards breaking ground later this year on our Infinite Loop manufacturing facility in Ulsan, South Korea. We are very excited to expand our technology into the Asian market to support our global brand customers by supplying them with Loop branded PET resin and polyester made from 100% recycled content. The Ulsan facility is the first of many planned Infinite Loop manufacturing facilities in partnership with SKGC. Through this partnership, Loop benefits from SKGC’s vast operational, financial and construction resources. Loop is also collaborating closely with its partners, SKGC and SUEZ, on our expansion into the European market with our planned Infinite Loop France facility in Saint-Avold, France. Consumer demand for our product is very strong as we continue to supply high quality PET resin from our Terrebonne, Quebec, manufacturing facility to global brand companies from multiple sectors including consumer packaging, fashion and textiles, automotive and the toy industry.”
Corporate Update Call
Senior Management of Loop, will host a corporate update call, followed by a question-and-answer session, which can be accessed via the dial-in numbers below. Slides supporting Senior Management’s remarks will be available via the Investors section of Loop’s website at http://loopindustries.com/en/investors/overview.
Date: Thursday, July 13, 2023
Time: 9:30 am Eastern Time
Participant joining details (by Telephone):
Joining by Telephone:
United States (Local): +1 404 975 4839
United States (Toll-Free): +1 833 470 1428
Access Code: 189676
OR
Registration Link: https://www.netroadshow.com/events/login?show=8e3c6216&confId=53264
- Avoid wait time - Bypass speaking with an operator to join the call
- Receive a Calendar Invitation with call access details including your unique PIN
2 |
Q1 2024 Financial Results
The following table summarizes our operating results for the three-month periods ended May 31, 2023 and 2022, in thousands of U.S. Dollars.
|
| Three months ended May 31, |
|
|||||||||
|
| 2023 |
|
| 2022 |
|
| Change |
|
|||
Revenue from contracts with customers |
| $ | 27 |
|
| $ | - |
|
| $ | 27 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses |
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
Machinery and equipment expenditures |
|
| 1,236 |
|
|
| 1,890 |
|
|
| (654 | ) |
External engineering |
|
| 1,155 |
|
|
| 1,596 |
|
|
| (441 | ) |
Employee compensation |
|
| 1,286 |
|
|
| 1,891 |
|
|
| (605 | ) |
Stock-based compensation |
|
| 160 |
|
|
| 396 |
|
|
| (236 | ) |
Plant and laboratory operating expenses |
|
| 469 |
|
|
| 866 |
|
|
| (397 | ) |
Other |
|
| 184 |
|
|
| 161 |
|
|
| 23 |
|
Total research and development |
|
| 4,490 |
|
|
| 6,800 |
|
|
| (2,310 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
Professional fees |
|
| 619 |
|
|
| 799 |
|
|
| (180 | ) |
Employee compensation |
|
| 637 |
|
|
| 715 |
|
|
| (78 | ) |
Stock-based compensation |
|
| 196 |
|
|
| 8,070 |
|
|
| (7,874 | ) |
Insurance |
|
| 703 |
|
|
| 1,103 |
|
|
| (400 | ) |
Other |
|
| 310 |
|
|
| 350 |
|
|
| (40 | ) |
Total general and administrative |
|
| 2,465 |
|
|
| 11,037 |
|
|
| (8,572 | ) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 133 |
|
|
| 139 |
|
|
| (6 | ) |
Interest and other financial expenses |
|
| 54 |
|
|
| 41 |
|
|
| 13 |
|
Interest income |
|
| (99 | ) |
|
| (13 | ) |
|
| (86 | ) |
Foreign exchange loss |
|
| (15 | ) |
|
| 2 |
|
|
| (17 | ) |
Total expenses |
|
| 7,028 |
|
|
| 18,006 |
|
|
| (10,978 | ) |
Net loss |
| $ | (7,001 | ) |
| $ | (18,006 | ) |
| $ | 11,005 |
|
First Quarter Ended May 31, 2023
Revenues
Revenues for the three-month period ended May 31, 2023 were $27. For the same period in 2022, there were no revenues. The revenues resulted from the delivery of initial volumes to customers of Loop™ PET resin produced using monomers manufactured at the Terrebonne Facility.
Research and Development
Research and development expense for the three-month period ended May 31, 2023 decreased $2,310 to $4,490, as compared to $6,800 for the same period in 2022. The decrease was primarily attributable to a $654 decrease in purchases of machinery and equipment used at the Terrebonne Facility, a $605 decrease in employee compensation expenses, a $441 decrease in external engineering costs for design work for our Infinite Loop™ manufacturing process, a $397 decrease in plant and laboratory expenses to operate our Terrebonne Facility, and a $236 decrease in stock-based compensation expenses.
General and administrative expenses
General and administrative expenses for the three-month period ended May 31, 2023 decreased $8,572 to $2,465, as compared to $11,037 for the same period in 2022. The decrease was primarily attributable to a $7,874 decrease in stock-based compensation which is mainly attributable to a $7,740 expense recorded in relation to the achievement of a performance milestone for 1,000,000 RSUs in the three-month period ended May 31, 2022, and a $400 decrease in insurance costs.
Net Loss
The net loss for the three-month period ended May 31, 2023 decreased $11,005 to $7,001, as compared to $18,006 for the same period in 2022. The decrease is primarily due to the decrease in general and administrative expenses of $8,572, and the $2,310 decrease in research and development expenses.
3 |
Loop Industries, Inc.
Condensed Consolidated Statements of Operations and Comprehensive Loss
(Unaudited)
(in thousands of U.S. dollars, except per share data) |
| Three Months Ended |
|
|||||
|
| May 31, 2023 |
|
| May 31, 2022 |
|
||
Revenue from contracts with customers |
| $ | 27 |
|
| $ | - |
|
|
|
|
|
|
|
|
|
|
Expenses : |
|
|
|
|
|
|
|
|
Research and development |
|
| 4,490 |
|
|
| 6,800 |
|
General and administrative |
|
| 2,465 |
|
|
| 11,037 |
|
Depreciation and amortization |
|
| 133 |
|
|
| 139 |
|
Total expenses |
|
| 7,088 |
|
|
| 17,976 |
|
|
|
|
|
|
|
|
|
|
Other (income) loss : |
|
|
|
|
|
|
|
|
Interest and other financial expenses |
|
| 54 |
|
|
| 41 |
|
Interest income |
|
| (99 | ) |
|
| (13 | ) |
Foreign exchange (gain) loss |
|
| (15 | ) |
|
| 2 |
|
Total other (income) loss |
|
| (60 | ) |
|
| 30 |
|
Net loss |
|
| (7,001 | ) |
|
| (18,006 | ) |
|
|
|
|
|
|
|
|
|
Other comprehensive loss - |
|
|
|
|
|
|
|
|
Foreign currency translation adjustment |
|
| 20 |
|
|
| (5 | ) |
Comprehensive loss |
| $ | (6,981 | ) |
| $ | (18,011 | ) |
Net loss per share |
|
|
|
|
|
|
|
|
Basic and diluted |
| $ | (0.15 | ) |
| $ | (0.38 | ) |
Weighted average common shares outstanding |
|
|
|
|
|
|
|
|
Basic and diluted |
|
| 47,516,104 |
|
|
| 47,400,571 |
|
4 |
Loop Industries, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
(in thousands of U.S. dollars, except per share data) |
| As at |
|
|||||
|
| May 31, 2023 |
|
| February 28, 2023 |
|
||
|
|
|
|
|
|
|
||
Assets |
|
|
|
|
|
|
||
Current assets |
|
|
|
|
|
|
||
Cash and cash equivalents |
| $ | 21,970 |
|
| $ | 29,591 |
|
Restricted cash |
|
| 1,000 |
|
|
| 1,000 |
|
Sales tax, tax credits and other receivables |
|
| 1,158 |
|
|
| 1,075 |
|
Inventories |
|
| 871 |
|
|
| 727 |
|
Deposits on machinery and equipment |
|
| 5,430 |
|
|
| 3,395 |
|
Prepaid expenses and other deposits |
|
| 710 |
|
|
| 636 |
|
Total current assets |
|
| 31,139 |
|
|
| 36,424 |
|
Investment in joint venture |
|
| 381 |
|
|
| 381 |
|
Property, plant and equipment, net |
|
| 2,446 |
|
|
| 2,545 |
|
Intangible assets, net |
|
| 1,278 |
|
|
| 1,210 |
|
Total assets |
| $ | 35,244 |
|
| $ | 40,560 |
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity |
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
| $ | 3,828 |
|
| $ | 2,510 |
|
Customer deposits |
|
| 1,000 |
|
|
| 1,012 |
|
Current portion of long-term debt |
|
| 208 |
|
|
| 62 |
|
Total current liabilities |
|
| 5,036 |
|
|
| 3,584 |
|
Long-term debt |
|
| 3,098 |
|
|
| 3,240 |
|
Total liabilities |
|
| 8,134 |
|
|
| 6,824 |
|
|
|
|
|
|
|
|
|
|
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; 47,521,187 shares issued and outstanding (February 28, 2023 – 47,469,224) |
|
| 5 |
|
|
| 5 |
|
Additional paid-in capital |
|
| 170,725 |
|
|
| 170,370 |
|
Additional paid-in capital – Warrants |
|
| 20,385 |
|
|
| 20,385 |
|
Accumulated deficit |
|
| (162,884 | ) |
|
| (155,883 | ) |
Accumulated other comprehensive loss |
|
| (1,121 | ) |
|
| (1,141 | ) |
Total stockholders’ equity |
|
| 27,110 |
|
|
| 33,736 |
|
Total liabilities and stockholders’ equity |
| $ | 35,244 |
|
| $ | 40,560 |
|
5 |
Loop Industries, Inc.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
(in thousands of U.S. dollars) |
| Three Months Ended May 31, |
|
|||||
|
| 2023 |
|
| 2022 |
|
||
Cash Flows from Operating Activities |
|
|
|
|
|
|
||
Net loss |
| $ | (7,001 | ) |
| $ | (18,006 | ) |
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
| 133 |
|
|
| 139 |
|
Stock-based compensation expense |
|
| 355 |
|
|
| 8,466 |
|
Accretion and accrued interest expenses |
|
| 17 |
|
|
| 40 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Sales tax and tax credits receivable |
|
| (83 | ) |
|
| 594 |
|
Inventories |
|
| (144 | ) |
|
| - |
|
Prepaid expenses |
|
| (90 | ) |
|
| (870 | ) |
Accounts payable and accrued liabilities |
|
| 1,321 |
|
|
| (2,012 | ) |
Customer deposits |
|
| (12 | ) |
|
| - |
|
Net cash used in operating activities |
|
| (5,504 | ) |
|
| (11,649 | ) |
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities |
|
|
|
|
|
|
|
|
Deposits on machinery and equipment |
|
| (2,023 | ) |
|
| 73 |
|
Additions to intangible assets |
|
| (99 | ) |
|
| (69 | ) |
Net cash used in investing activities |
|
| (2,122 | ) |
|
| 4 |
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities |
|
|
|
|
|
|
|
|
Repayment of long-term debt |
|
| (16 | ) |
|
| - |
|
Net cash (used) provided by financing activities |
|
| (16 | ) |
|
| - |
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes |
|
| 21 |
|
|
| (15 | ) |
Net decrease in cash |
|
| (7,621 | ) |
|
| (11,660 | ) |
Cash, cash equivalents and restricted cash, beginning of period |
|
| 30,591 |
|
|
| 44,061 |
|
Cash, cash equivalents and restricted cash, end of period |
| $ | 22,970 |
|
| $ | 32,401 |
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information: |
|
|
|
|
|
|
|
|
Income tax paid |
| $ | - |
|
| $ | - |
|
Interest paid |
| $ | 21 |
|
| $ | - |
|
Interest received |
| $ | 99 |
|
| $ | 13 |
|
6 |
About Loop Industries
Loop Industries is a technology company whose mission is to accelerate the world’s shift toward sustainable PET plastic and polyester fiber and away from our dependence on fossil fuels. Loop Industries owns patented and proprietary technology that depolymerizes no and low-value waste PET plastic and polyester fiber, including plastic bottles and packaging, carpets and textiles of any color, transparency or condition and even ocean plastics that have been degraded by the sun and salt, to its base building blocks (monomers). The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber, thus enabling our customers to meet their sustainability objectives. Loop™ PET plastic and polyester fiber can be recycled infinitely without degradation of quality, successfully closing the plastic loop. Loop Industries is contributing to the global movement towards a circular economy by reducing plastic waste and recovering waste plastic for a sustainable future.
Common shares of the Company are listed on the NASDAQ Global Market under the symbol “LOOP.”
For more information, please visit www.loopindustries.com. Follow Loop on Twitter: @loopindustries, Instagram: loopindustries, Facebook: Loop Industries and LinkedIn: Loop Industries
Forward-Looking Statements
This news release contains “forward-looking statements” as defined in the U.S. Private Securities Litigation Reform Act of 1995. Such statements may be preceded by the words “intends,” “may,” “will,” “plans,” “expects,” “anticipates,” “should,” “could,” “projects,” “predicts,” “estimates,” “aims,” “believes,” “hopes,” “potential” or “continue” the negative of such terms or similar words. These forward-looking statements include, without limitation, statements about Loop’s market opportunity, its strategies, ability to improve and expand its capabilities, competition, expected activities and expenditures as Loop pursues its business plan, the adequacy of its available cash resources, regulatory compliance, plans for future growth and future operations, the size of Loop’s addressable market, market trends, and the effectiveness of Loop’s internal control over financial reporting. Forward-looking statements are not guarantees of future performance, are based on certain assumptions and are subject to various known and unknown risks and uncertainties, many of which are beyond Loop’s control, and cannot be predicted or quantified and consequently, actual results may differ materially from those expressed or implied by such forward-looking statements. Such risks and uncertainties include, without limitation, risks and uncertainties associated with among other things: (i) commercialization of our technology and products, (ii) our status of relationship with partners, (iii) development and protection of our intellectual property and products, (iv) industry competition, (v) our need for and ability to obtain additional funding relative to our current and future financial commitments, (vi) engineering, contracting, and building our manufacturing facilities, (vii) our ability to scale, manufacture, and sell our products in order to generate revenues, (viii) our proposed business model and our ability to execute thereon, (ix) adverse effects on the Company’s business and operations as a result of increased regulatory, media, or financial reporting scrutiny, practices, rumors, or otherwise, (x) disease epidemics and other health-related concerns and crises, which could result in reduced access to capital markets, supply chain disruptions and scrutiny, embargoing of goods produced in affected areas, government-imposed mandatory business closures and any resulting furloughs of our employees, government employment subsidy programs, travel restrictions or the like to prevent the spread of disease, or market or other changes that could result in non-cash impairments of our intangible assets, and property, plant and equipment, (xi) the effect of the continuing worldwide macroeconomic uncertainty and its impacts, including inflation, market volatility and fluctuations in foreign currency exchange and interest rates, (xii) the outcome of any SEC investigations or class action litigation filed against us, (xiii) our ability to hire and/or retain qualified employees and consultants, (xiv) other events or circumstances over which we have little or no control, and (xv) other factors discussed in Loop’s subsequent filings with the Securities and Exchange Commission (“SEC”). More detailed information about Loop and the risk factors that may affect the realization of forward-looking statements is set forth in Loop’s filings with the SEC. Investors and security holders are urged to read these documents free of charge on the SEC’s web site at http://www.sec.gov. Loop assumes no obligation to publicly update or revise its forward-looking statements as a result of new information, future events or otherwise.
7 |
For More Information:
Investor Relations:
Kevin C. O’Dowd, VP Communications & Investor Relations
Loop Industries, Inc.
+1 617-755-4602
kodowd@loopindustries.com
Media Inquiries:
Andrea Kostiuk, VP Marketing & Communications
Loop Industries, Inc.
+1 (450) 951-8555
akostiuk@loopindustries.com
8 |