| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/14/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/18/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 12/14/2023 | A(1) | 2,910,771 | A | $0.8 | 12,730,632 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 24,242 | A | $0.8 | 12,754,874 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 12,121 | A | $0.8 | 12,766,995 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 12,121 | A | $0.8 | 12,779,116 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 106,666 | A | $0.8 | 12,885,782 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 283,045 | A | $0.8 | 13,168,827 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 209,398 | A | $0.8 | 13,378,225 | I | By Excel Family Partners, LLLP(2) | ||
| Common Stock | 12/14/2023 | M(3) | 138,889 | A | $0.8 | 2,738,889 | I | By Eagle Investment Group, LLC(2) | ||
| Common Stock | 53,001 | D | ||||||||
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(4) | 3,125,000 | 12/14/2023 | 12/14/2026 | Common Stock | 3,125,000 | $0 | 3,125,000 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $8.25 | 12/14/2023 | D(5) | 24,242 | 04/01/2021 | 12/01/2024 | Common Stock | 24,242 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(5) | 24,242 | 04/01/2021 | 12/01/2024 | Common Stock | 24,242 | $0 | 24,242 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 24,242 | 04/01/2021 | 12/01/2024 | Common Stock | 24,242 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $8.25 | 12/14/2023 | D(5) | 12,121 | 05/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(5) | 12,121 | 05/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 12,121 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 12,121 | 05/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $8.25 | 12/14/2023 | D(5) | 12,121 | 06/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(5) | 12,121 | 06/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 12,121 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 12,121 | 06/01/2021 | 12/01/2024 | Common Stock | 12,121 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $8.25 | 12/14/2023 | D(5) | 106,666 | 09/30/2021 | 09/30/2024 | Common Stock | 106,666 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(5) | 106,666 | 09/30/2021 | 09/30/2024 | Common Stock | 106,666 | $0 | 106,666 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 106,666 | 09/30/2021 | 09/30/2024 | Common Stock | 106,666 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $5.25 | 12/14/2023 | D(6) | 283,045 | 04/25/2022 | 04/25/2025 | Common Stock | 283,045 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(6) | 283,045 | 04/25/2022 | 04/25/2025 | Common Stock | 283,045 | $0 | 283,045 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 283,045 | 04/25/2022 | 04/25/2025 | Common Stock | 283,045 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $4.33 | 12/14/2023 | D(7) | 209,398 | 09/12/2023 | 05/10/2026 | Common Stock | 209,398 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | A(7) | 209,398 | 09/12/2023 | 05/10/2026 | Common Stock | 209,398 | $0 | 209,398 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $0.8 | 12/14/2023 | M(3) | 209,398 | 09/12/2023 | 05/10/2026 | Common Stock | 209,398 | $0 | 0 | I | By Excel Family Partners LLLP(2) | |||
| Warrant (right to buy) | $2.25 | 12/14/2023 | D(8) | 138,889 | 09/03/2020 | 03/11/2030 | Common Stock | 138,889 | $0 | 0 | I | By Eagle Investment Group, LLC(2) | |||
| Warrant (right to buy) | $2.25 | 12/14/2023 | A(8) | 138,889 | 09/03/2020 | 03/11/2030 | Common Stock | 138,889 | $0 | 138,889 | I | By Eagle Investment Group, LLC(2) | |||
| Warrant (right to buy) | $2.25 | 12/14/2023 | M(3) | 138,889 | 09/03/2020 | 03/11/2030 | Common Stock | 138,889 | $0 | 0 | I | By Eagle Investment Group, LLC(2) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of Common Stock were acquired in connection with a Note Conversion Agreement with the Issuer, pursuant to which the principal and interest outstanding in the amount of $2,328,617 on a line of credit extended by Excel Family Partners, LLLP, an entity managed by the Reporting Person, was converted into shares of Common Stock of the Issuer at a per share price of $0.80. |
| 2. Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or for any other purpose. |
| 3. The shares of Common Stock were acquired upon the exercise of a warrant at a per share exercise price of $0.80. |
| 4. The warrant was acquired in connection with a note issued by the Issuer in favor of Excel Family Partners, LLLP, an entity managed by the Reporting Person, as coverage for one hundred percent (100%) of the principal thereunder. The aggregate principal of the note is $2,500,000. |
| 5. The warrant was repriced pursuant to a Warrant Reprice Letter Agreement effective December 14, 2023, between Excel Family Partners, LLLP, Eagle Investment Group, LLC, and the Issuer, to decrease the per share exercise price of the warrant from $8.25 to $0.80. Each of Excel Family Partners, LLLP and Eagle Investment Group, LLC is an entity managed by the Reporting Person. |
| 6. The warrant was repriced pursuant to a Warrant Reprice Letter Agreement effective December 14, 2023, between Excel Family Partners, LLLP, Eagle Investment Group, LLC, and the Issuer, to decrease the per share exercise price of the warrant from $5.25 to $0.80. Each of Excel Family Partners, LLLP and Eagle Investment Group, LLC is an entity managed by the Reporting Person. |
| 7. The warrant was repriced pursuant to a Warrant Reprice Letter Agreement effective December 14, 2023, between Excel Family Partners, LLLP, Eagle Investment Group, LLC, and the Issuer, to decrease the per share exercise price of the warrant from $4.33 to $0.80. Each of Excel Family Partners, LLLP and Eagle Investment Group, LLC is an entity managed by the Reporting Person. |
| 8. The warrant was repriced pursuant to a Warrant Reprice Letter Agreement effective December 14, 2023, between Excel Family Partners, LLLP, Eagle Investment Group, LLC, and the Issuer, to decrease the per share exercise price of the warrant from $2.25 to $0.80. Each of Excel Family Partners, LLLP and Eagle Investment Group, LLC is an entity managed by the Reporting Person. |
| Remarks: |
| This amendment on Form 4/A is being filed to amend the Form 4 filed on December 18, 2023, solely to correct the number of shares of Common Stock of the Issuer held directly by the Reporting Person, Mr. Cassidy, previously reported in Column 5 of Table I. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| /s/ Joanne Lytle, Attorney-in Fact for Bruce A. Cassidy, Sr. | 12/22/2023 | |
| /s/ Joanne Lytle, Attorney-in Fact for Excel Family Partners LLLP | 12/22/2023 | |
| ** Signature of Reporting Person | Date |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.