FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 02/05/2020 |
3. Issuer Name and Ticker or Trading Symbol
Loop Media, Inc. [ LPTV ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 16,153,042 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants | (1) | (1) | Common Stock | 2,663,032(2) | (2) | D | |
Convertible Note(3) | (4) | 12/01/2023 | Common Stock | 3,851,631(4)(5) | (5) | D |
Explanation of Responses: |
1. The Warrants are exercisable at any time at the option of Reporting Person and expire on the earliest to occur of: (i) the tenth anniversary of November 5, 2019, (ii) immediately prior to the closing of the first firm-commitment underwritten public offering of securities of Issuer, or (iii) a change of control of Issuer. |
2. The Warrants provide for the purchase of shares of Issuer's common stock at an exercise price of $0.5677 per share. The Warrants are exercisable either for cash or on a cashless basis. The number of shares of common stock deliverable upon exercise of the Warrants are subject to adjustment for subdivision or consolidation of shares and other standard dilutive events. |
3. The First Amended and Restated Convertible Note dated October 31, 2019, in the original principal amount of $1,500,000 (the "Convertible Note"). |
4. The Convertible Note may be converted by Reporting Person, upon proper notice, in whole or in part, at any time. The Convertible Note is also subject to prepayment, upon proper notice, from Issuer. |
5. The Convertible Note earns interest at the annual rate of 10%. Interest accrued from October 31, 2019, through April 30, 2020, shall, at Issuer's option, be paid in full to Reporting Person on May 1, 2020, or added to the principal balance of the Convertible Note as of such date. Accrued unpaid interest is payable monthly beginning June 1, 2020, through December 1, 2020. Any outstanding principal balance and accrued unpaid interest is payable in equal monthly installments beginning January 1, 2021, until all outstanding principal balance and accrued unpaid interest is paid in full no later than December 1, 2023. The outstanding principal and accrued and unpaid interest under the Convertible Note are convertible into Common Stock of Issuer at the conversion price of $0.40 per share. The conversion price is subject to adjustment for subdivision or consolidation of shares and other standard dilutive events. |
Remarks: |
The non-derivative and derivative securities set forth in this Form 3 (i) were acquired by Reporting Person via that certain merger agreement, made effective on February 5, 2020, by and among Interlink Plus, Inc., Interlink Plus, Inc.'s wholly owned subsidiary, Loop Media Acquisition, Inc., and Loop Media, Inc., and (ii) depicts the beneficial ownership of Reporting Person as of February 5, 2020. |
William Bettis, duly authorized under power of attorney, by DreamCatcher, LLC | 03/28/2023 | |
** 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 5 (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. |