What changed in this filing

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Item 1. Financial Statements

2025-10-15 compared with 2025-07-15 · 340 added, 125 removed, 288 unchanged (62% of the section changed)

1 unchanged sentence

Loop Industries, Inc.

Three months ended May 31, 2025

Three and Six Months Ended August 31, 2025

Index to the Unaudited Interim Condensed Consolidated Financial Statements

Condensed consolidated balance sheets as at May 31, 2025 (Unaudited) and February 28, 2025

Condensed consolidated statements of operations and comprehensive loss for the three months ended May 31, 2025 and 2024 (Unaudited)

Condensed consolidated statements of changes in stockholders’ equity for the three months ended May 31, 2025 and 2024 (Unaudited)

Condensed consolidated statements of cash flows for the three months ended May 31, 2025 and 2024 (Unaudited)

Condensed consolidated balance sheets as at August 31, 2025 (Unaudited) and February 28, 2025

Condensed consolidated statements of operations and comprehensive loss for the three and six months ended August 31, 2025 and 2024 (Unaudited)

Condensed consolidated statements of changes in stockholders ' equity (deficit) for the three and six months ended August 31, 2025 and 2024 (Unaudited)

Condensed consolidated statements of cash flows for the six months ended August 31, 2025 and 2024 (Unaudited)

Notes to the condensed consolidated financial statements (Unaudited)

5 unchanged sentences

Cash and cash equivalents

Accounts receivable (Note 3)

$ 7,310 $ 12,973

Accounts receivable and other (Note 3)

Prepaid expenses (Note 4)

Total current assets

Investments in joint ventures (Note 9)

Investments in joint ventures

Property, plant and equipment, net (Note 5)

Intangible assets, net (Note 6)

Liabilities and Stockholders’ Equity

$ 13,290 $ 18,578

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities

Accounts payable and accrued liabilities (Note 8)

$ 3,335 $ 3,545

Unearned revenue

3 unchanged sentences

Series B Convertible Preferred stock (Note 10)

11,328 10,647

Long-term debt (Note 11)

Total liabilities

Stockholders’ Equity

18,758 18,211

Stockholders’ Equity (Deficit)

Series A Preferred stock par value $ 0.0001 ;

5 unchanged sentences

Additional paid-in capital

194,370 193,529

Accumulated deficit

( 198,678 ) ( 192,027 )

Accumulated other comprehensive loss

Total stockholders’ equity

Total liabilities and stockholders’ equity

( 1,165 ) ( 1,140 )

Total stockholders’ equity (deficit)

( 5,468 ) 367

Total liabilities and stockholders’ equity (deficit)

$ 13,290 $ 18,578

See accompanying notes to the condensed consolidated financial statements .

4 unchanged sentences

Three Months Ended

Six Months Ended

August 31, 2025

August 31, 2024

August 31, 2025

August 31, 2024

Revenues (Note 13)

$ - $ 23 $ 252 $ 29

Research and development (Note 14)

843 1,945 2,217 4,182

General and administrative (Note 15)

1,871 2,595 3,519 5,506

Depreciation and amortization (Notes 5 and 6)

Loss on equity accounted investment (Note 9)

96 129 197 266

Loss on equity accounted investments (Note 9)

Total expenses

2,853 4,669 6,278 9,954

Other loss (income):

Interest and other financial expenses

419 119 837 179

Interest income

Foreign exchange gain

Total other loss (income)

Other comprehensive (loss) income :

( 70 ) ( 6 ) ( 170 ) ( 132 )

Foreign exchange loss (gain)

2 80 ( 42 ) 56

Total other loss

351 193 625 103

( 3,204 ) ( 4,839 ) ( 6,651 ) ( 10,028 )

Other comprehensive loss:

Foreign currency translation adjustment

( 6 ) 43 ( 25 ) ( 12 )

Comprehensive loss

$ ( 3,210 ) $ ( 4,796 ) $ ( 6,676 ) $ ( 10,040 )

Net loss per share

Basic and diluted

$ ( 0.07 ) $ ( 0.10 ) $ ( 0.14 ) $ ( 0.21 )

Weighted average common shares outstanding

Basic and diluted

47,769,800 47,573,302 47,716,964 47,554,357

See accompanying notes to the condensed consolidated financial statements.

Loop Industries, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

(in thousands of U.S.

dollars, except for share data)

Three months ended May 31, 2025

Three months ended August 31, 2025

Preferred stock

par value $0.0001

Comprehensive

Stockholders’

Income (Loss)

Equity (Deficit)

Balance, May 31, 2025

47,718,350 $ 5 1 $ - $ 193,904 $ - $ ( 195,474 ) $ ( 1,159 ) $ ( 2,724 )

Issuance of shares upon the vesting of restricted stock units (Note 16)

28,770 - - - - - - - -

Issuance of common stock under ATM Equity Offering (Note 12)

116,358 - - - 193 - - - 193

Stock options issued for services (Note 16)

- - - - 165 - - - 165

Restricted stock units issued for services (Note 16)

- - - - 115 - - - 115

Share issuance costs

- - - - ( 7 ) - - - ( 7 )

Foreign currency translation

- - - - - - - ( 6 ) ( 6 )

- - - - - - ( 3,204 ) - ( 3,204 )

Balance, August 31, 2025

47,863,478 $ 5 1 $ - $ 194,370 $ - $ ( 198,678 ) $ ( 1,165 ) $ ( 5,468 )

(in thousands of U.S.

dollars, except for share data)

Three months ended August 31, 2024

Preferred stock

par value $0.0001

Accumulated Other

Number of Shares

par value $0.0001

Comprehensive

Stockholders’

Income (Loss)

Balance, May 31, 2024

47,538,745 $ 5 1 $ - $ 172,162 $ 20,385 $ ( 182,159 ) $ ( 1,125 ) $ 9,268

Issuance of shares upon the vesting of restricted stock units (Note 16)

81,518 - - - - - - - -

Expiration of warrants

- - - - 13,344 ( 13,344 ) - - -

Stock options issued for services (Note 16)

- - - - 148 - - - 148

Restricted stock units issued for services (Note 16)

- - - - 214 - - - 214

Foreign currency translation

- - - - - - - 43 43

- - - - - - ( 4,839 ) - ( 4,839 )

Balance, August 31, 2024

47,620,263 $ 5 1 $ - $ 185,868 $ 7,041 $ ( 186,998 ) $ ( 1,082 ) $ 4,834

See accompanying notes to the condensed consolidated financial statements.

Loop Industries, Inc.

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

(in thousands of U.S.

dollars, except for share data)

Six months ended August 31, 2025

Preferred stock

par value $0.0001

Comprehensive

Stockholders’

Income (Loss)

Equity (Deficit)

Balance, February 28, 2025

1 unchanged sentence

Issuance of shares upon the vesting of restricted stock units (Note 16)

126,857 - - - - - - - -

Issuance of common stock under ATM Equity Offering (Note 12)

116,358 - - - 193 - - - 193

Stock options issued for services (Note 16)

- - - - 651 - - - 651

Restricted stock units issued for services (Note 16)

- - - - 4 - - - 4

Share issuance costs

- - - - ( 7 ) - - - ( 7 )

Foreign currency translation

Balance, May 31, 2025

- - - - - - - ( 25 ) ( 25 )

- - - - - - ( 6,651 ) - ( 6,651 )

Balance, August 31, 2025

47,863,478 $ 5 1 $ - $ 194,370 $ - $ ( 198,678 ) $ ( 1,165 ) $ ( 5,468 )

(in thousands of U.S.

dollars, except for share data)

Three months ended May 31, 2024

Six months ended August 31, 2024

Series A Preferred stock

par value $0.0001

Preferred stock

par value $0.0001

Accumulated Other

Number of Shares

Capital – Warrants

Comprehensive

Income (Loss)

Stockholders’

Income (Loss)

Balance, February 29, 2024

1 unchanged sentence

Issuance of shares upon the vesting of restricted stock units (Note 16)

91,355 - - - - - - - -

Expiration of warrants

- - - - 13,344 ( 13,344 ) - - -

Stock options issued for services (Note 16)

- - - - 295 - - - 295

Restricted stock units issued for services (Note 16)

- - - - 437 - - - 437

Foreign currency translation

Balance, May 31, 2024

- - - - - - - ( 12 ) ( 12 )

- - - - - - ( 10,028 ) - ( 10,028 )

Balance, August 31, 2024

47,620,263 $ 5 1 $ - $ 185,868 $ 7,041 $ ( 186,998 ) $ ( 1,082 ) $ 4,834

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands of U.S.

Three Months Ended May 31,

Six Months Ended August 31,

Cash Flows from Operating Activities

( 6,651 ) $ ( 10,028 )

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

1 unchanged sentence

Stock-based compensation expense (Note 16)

Accrued interest and other financing costs (Notes 10 and 11)

Loss on equity accounted investment (Note 9)

Accrued interest and other financing costs (Note 11)

Loss on equity accounted investments (Note 9)

Changes in operating assets and liabilities:

Accounts receivable (Note 3)

Accounts receivable and other (Note 3)

( 228 ) ( 39 )

Prepaid expenses (Note 4)

Accounts payable and accrued liabilities (Note 8)

( 321 ) 2,132

Net cash used in operating activities

( 5,604 ) ( 6,775 )

Cash Flows from Investing Activities

Additions to intangible assets (Note 6)

( 133 ) ( 325 )

Net cash used in investing activities

( 133 ) ( 325 )

Cash Flows from Financing Activities

Borrowings under credit facility

Proceeds from ATM equity offering, net of issuance costs (Note 12)

Borrowings under credit facility (Note 11)

Repayment of long-term debt (Note 11)

Net cash (used) provided by financing activities

( 136 ) ( 50 )

Net cash provided by financing activities

Effect of exchange rate changes

Net decrease in cash

( 5,663 ) ( 5,563 )

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$ 7,310 $ 1,395

Supplemental Disclosure of Cash Flow Information:

4 unchanged sentences

Loop Industries, Inc.

Three Months Ended May 31, 2025 and 2024

Three and Six Months Ended August 31, 2025 and 2024

Notes to the Condensed Consolidated Financial Statements

The Company and Basis of Presentation

The Company, Basis of Presentation and Liquidity Risk Assessment

Loop Industries, Inc.

12 unchanged sentences

The Company owns, through Loop Innovations, LLC, a 50 % interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method.

The Company also owns a 50 % interest in a joint venture, Ester Loop Infinite Technologies Private Limited, which is accounted for under the equity method.

The Company also owns a 50 % interest in a joint venture, Ester Loop Infinite Technologies Private Limited ("India JV"), which is accounted for under the equity method.

Intercompany balances and transactions are eliminated on consolidation.

1 unchanged sentence

In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods.

The results for the three months ended May 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, for the fiscal year ending February 28, 2026, or for any other period.

The results for the three - and six -month periods ended August 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, for the fiscal year ending February 28, 2026 , or for any other period.

All monetary amounts in these notes to the condensed consolidated financial statements are in thousands of U.S.

dollars unless otherwise specified, except for per share data.

Summary of Significant Accounting Policies

Liquidity Risk Assessment

Since its inception, the Company has been in the pre-commercialization stage with its ongoing operations and commercialization plans financed primarily by raising equity.

The Company has incurred net losses and negative cash flow from operating and investing activities since its inception and expects to incur additional net losses while it continues to advance its commercialization efforts.

As at May 31, 2025, the Company had cash and cash equivalents of $ 9,748 .

Management continuously monitors the Company’s cash resources against its short-term cash commitments to ensure there is sufficient liquidity to fund its costs for at least twelve months from the financial statements issuance date.

It evaluates the Company’s liquidity to determine if there is substantial doubt about its ability to continue as a going concern.

In preparing this liquidity assessment, management applies significant judgment in estimating future cash flow requirements of the Company based on budgets and forecasts, which includes developing assumptions related to:

(i) the estimation of amount and timing of future cash outflows and inflows, and (ii) determining what future expenditures are committed and what could be considered discretionary.

Based on this assessment, management has determined that current available liquidity will be sufficient to meet the Company’s obligations, commitments and budgeted expenditures for at least twelve months from the issuance date of these unaudited interim condensed consolidated financial statements.

The Company’s ability to move to the next stage of its strategic development and construct manufacturing facilities is dependent on, among other factors, whether the Company can obtain the necessary financing through a combination of further technology licensing arrangements, government incentive programs, and/or the issuance of debt and/or equity.

In particular, the Company will require capital sufficient to fund its equity contributions to the India JV (as defined under Note 9 below) for the construction of the planned Infinite Loop™ facility in India, as well as its ongoing cash requirements.

Since its inception, the Company has been in the pre-commercialization stage with no recurring revenues, and its ongoing operations and commercialization plans have been financed primarily by raising equity and debt.

The Company has recurring net losses, negative cash flow from operating activities since its inception, and has a net capital deficiency.

As at August 31, 2025 , the Company’s available liquidity was $ 9,857 , consisting of cash and cash equivalents of $7,310 and an undrawn amount on a senior loan facility from a Canadian bank of $2,547 .

Management continuously monitors the Company's cash resources against its cash commitments to determine whether there is sufficient liquidity to fund its costs for at least twelve months from the financial statement issuance date.

In preparing its going concern assessment in accordance with US GAAP, the Company included cash flows that meet the "probable" threshold under ASC 205 - 40 in its liquidity assessment and has excluded forecasted cash flows that lack substantive support or binding commitments.

Based on this assessment, management has determined that current available liquidity will be sufficient to meet the Company’s obligations, commitments and budgeted operating expenditures for at least twelve months from the issuance date of these unaudited interim condensed consolidated financial statements.

The Company's ability to move to the next stage of its strategic development and participate in the construction of manufacturing facilities through joint ventures is dependent on, among other factors, whether the Company can obtain the necessary funding through a combination of further technology licensing and engineering services arrangements, government incentive programs, and/or the issuance of debt and/or equity.

Management is pursuing options to secure financing for Loop's equity contribution for the India JV and to cover ongoing cash requirements through to the start of commercial operations in India.

There is no assurance that the Company will be successful in attracting additional funding.

Even if additional financing is available, it may not be available on terms favorable to the Company.

Failure to secure additional financing on favorable terms when it becomes required would have an adverse effect on the Company’s financial position and on its ability to execute its business plan.

Inability to secure additional financing on favorable terms, or to obtain such financing at all when required, would have an adverse effect on the Company’s financial position and on its ability to execute its business plan.

Summary of Significant Accounting Policies

Use of estimates

1 unchanged sentence

Actual results could differ from those estimates.

Those estimates and assumptions include the going concern assessment, estimates for depreciable lives and recoverability of property, plant and equipment and intangible assets, assumptions made in the classification of convertible preferred securities, assumptions made in the revenue recognition for licensing contracts, assumptions made in calculating the fair value of stock-based compensation and other equity instruments, and the assessment of performance conditions for stock-based compensation awards.

Net earnings (loss) per share

Those estimates and assumptions include the going concern assessment, estimates for depreciable lives of property, plant and equipment and intangible assets, recoverability of property, plant and equipment, recoverability of tax credits receivable, assumptions made in calculating the fair value of stock-based compensation and other equity instruments, and the assessment of performance conditions for stock-based compensation awards.

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.

Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year.

The Company includes common stock issuable in its calculation.

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.

Diluted loss per share is computed by dividing the net 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-month periods ended May 31, 2025 and 2024, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect.

As at May 31, 2025, the potentially dilutive securities consisted of 5,573,138 outstanding stock options (2024 – 2,971,216 ), 3,981,121 outstanding restricted stock units (2024 – 4,399,060 ), and nil outstanding warrants (2024 – 7,089,400 ).

For the three - and six -month periods ended August 31, 2025 and 2024 , the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect.

As at August 31, 2025 , the potentially dilutive securities consisted of 5,493,138 outstanding stock options ( 2024 – 2,771,216 ), 4,256,532 outstanding restricted stock units ( 2024 – 4,461,818 ), and nil outstanding warrants ( 2024 – 2,357,407 )

Recently adopted accounting pronouncements

3 unchanged sentences

The updated standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years.

The adoption of this accounting guidance for the three-month period ended May 31, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

The adoption of this accounting guidance for the six -month period ended August 31, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

2 unchanged sentences

The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures.

The updated standard is effective for our annual period beginning after December 15, 2024 and all joint ventures formed on or after January 1, 2025, which for the Company is the annual period ending February 28, 2026.

The ASU is effective for our annual period beginning after December 15, 2024 and all joint ventures formed on or after January 1, 2025, which for the Company is the annual period ending February 28, 2026.

Early adoption is permitted.

20 unchanged sentences

Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

Accounts Receivable

Accounts receivable as at May 31, 2025 and February 28, 2025 were as follows:

In July 2025, the FASB issued ASU 2025 - 05, Financial Instruments—Credit Losses (Topic 326 ):

Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, including those assets acquired in a business combination.

The practical expedient permits an entity to assume that current conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets.

This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2026 on a prospective basis.

Early adoption is permitted.

The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

Accounts Receivable and Other

Accounts Receivable and Other as at August 31, 2025 and February 28, 2025 are comprised of the following:

August 31, 2025

February 28, 2025

3 unchanged sentences

Prepaid Expenses

Prepaid expenses as at May 31, 2025 and February 28, 2025 were as follows:

Prepaid expenses as at August 31, 2025 and February 28, 2025 were as follows:

August 31, 2025

February 28, 2025

Property, Plant and Equipment, Net

As at May 31, 2025

Accumulated depreciation, write-down and impairment

As at August 31, 2025

depreciation,

and impairment

Net book value

Machinery and equipment

$ 8,460 $ ( 8,460 ) $ -

1,804 ( 457 ) 1,347

Building and Land Improvements

1,830 ( 1,735 ) 95

Office equipment and furniture

272 ( 183 ) 89

$ 12,589 $ ( 10,835 ) $ 1,754

As at February 28, 2025

Accumulated depreciation, write-down and impairment

depreciation,

and impairment

Net book value

Machinery and equipment – pre-construction

Machinery and equipment

$ 8,460 $ ( 8,460 ) $ -

1,717 ( 406 ) 1,311

Building and Land Improvements

1,741 ( 1,616 ) 125

Office equipment and furniture

Depreciation expense amounted to $ 35 for the three-month period ended May 31, 2025 (2024 – $ 91 ).

259 ( 170 ) 89

$ 12,389 $ ( 10,652 ) $ 1,737

Depreciation expense for the three - and six -month periods ended August 31, 2025 amounted to $ 36 and $ 70 , respectively ( 2024 – $ 79 and $ 170 ).

Intangible Assets, Net

Intangible assets as at May 31, 2025 and February 28, 2025 were $ 1,840 and $ 1,708 respectively.

During the three-month periods ended May 31, 2025 and 2024, we capitalized additions relating to patent application costs to intangible assets of $ 115 and $ 176 , respectively.

Amortization expense for the three-month period ended May 31, 2025 amounted to $ 66 (2024 – $ 46 ).

Intangible assets as at August 31, 2025 and February 28, 2025 were $ 1,800 and $ 1,708 , respectively.

During the six -month periods ended August 31, 2025 and 2024 , we made additions relating to patent application costs to intangible assets of $ 133 and $ 325 , respectively.

Amortization expense for the three - and six -month periods ended August 31, 2025 amo unted to $ 61 and $ 126 , respectively ( 2024 – $ 50 and $ 96 ).

Fair Value of Financial Instruments

The following tables presents the fair value of the Company’s financial liabilities as at May 31, 2025 and February 28, 2025:

Fair Value at May 31, 2025

Carrying Amount

Level in the hierarchy

The following tables presents the fair value of the Company's financial liabilities as at August 31, 2025 and February 28, 2025 :

Fair Value at August 31, 2025

Financial liabilities measured at amortized cost:

Series B Convertible Preferred stock (Note 10)

Long-term debt (Note 11)

1 unchanged sentence

Fair Value at February 28, 2025

Carrying Amount

Level in the hierarchy

Financial liabilities measured at amortized cost:

Series B Convertible Preferred stock (Note 10)

Long-term debt (Note 11)

Due to customer

The fair value of cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.

The fair value of cash, restricted cash, accounts receivable and other, and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities as at May 31, 2025 and February 28, 2025 were as follows:

Accounts payable and accrued liabilities as at August 31, 2025 and February 28, 2025 were as follows:

August 31, 2025

February 28, 2025

Accounts payable

Trade accounts payable

Accrued employee compensation

10 unchanged sentences

As such, the Company uses the equity method of accounting to account for its share of the investment in ELITe.

During the three-month period ended May 31, 2025, Loop and Ester made no contributions (2024 – nil) to ELITe.

During the three-month period ended May 31, 2025, ELITe incurred losses of $ 604 (2024 – nil), resulting in the Company recording its share of the loss on equity accounted investment of $ 302 (2024 – nil) for the period.

As at May 31, 2025, the carrying value of the Company’s investment in ELITe was $ 979 (2024 – nil).

During the six -month period ended August 31, 2025 , Loop and Ester made no contributions ( 2024 – nil ) to ELITe.

During the three - and six -month periods ended August 31, 2025 , ELITe incurred losses of $ 86 and $ 689 , respectively ( 2024 – nil ), resulting in the Company recording its share of the loss on equity accounted investment of $ 43 and $ 345 ( 2024 – nil ) for the respective periods.

As at August 31, 2025 , and February 28, 2025 the carrying value of the Company's investment in ELITe was $ 923 and $ 1,267 , respectively.

Series B Convertible Preferred Stock

The balance of Series B Convertible Preferred Stock as at May 31, 2025 and February 28, 2025 was as follows:

The balance of Series B Convertible Preferred Stock as at August 31, 2025 and February 28, 2025 was as follows:

August 31, 2025

February 28, 2025

Stated value at issuance

$ 10,395 $ 10,395

Accrued PIK dividends

Series B Convertible Preferred Stock

During the three-month period ended May 31, 2025, the company recorded PIK dividends of $ 340 (2024 – nil), which were recorded in “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss.

$ 11,328 $ 10,647

During the three - and six -month periods ended August 31, 2025 , the Company recorded PIK dividends of $ 341 and $ 681 respectively, ( 2024 – nil ), which were recorded in “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss.

Long ‑ Term Debt

Long-term debt as of May 31, 2025 and February 28, 2025, was comprised of the following:

Long-term debt as of August 31, 2025 and February 28, 2025 , was comprised of the following:

August 31, 2025

February 28, 2025

1 unchanged sentence

Principal amount

$ 3,131 $ 3,099

Unamortized discount

( 122 ) ( 138 )

Accrued interest

1 unchanged sentence

current portion of long-term debt

( 464 ) ( 312 )

Long-term debt, net of current portion

$ 2,664 $ 2,773

Investissement Qu é bec financing facility

The Company recorded interest expense on the Investissement Québec loan for the three-month period ended May 31, 2025 in the amount of $ 36 (2024 – $ 30 ) and an accretion expense of $ 11 (2024 – $ 14 ).

During the three-month period ended May 31, 2025, the Company made repayments of $ 55 (2024 – $ 25 ) on the Investissement Québec loan.

The Company recorded interest expense on the Investissement Québec loan for the three - and six -month periods ended August 31, 2025 in the amount of $ 36 and $ 72 , respectively ( 2024 – $ 29 and $ 59 ) and an accretion expense of $ 11 and $ 23 , respectively ( 2024 – $ 14 and $ 27 ).

During the six -month period ended August 31, 2025 , the Company made repayments of $ 136 ( 2024 – $ 50 ) on the Investissement Québec loan.

Total repayments due on the Company's indebtedness over the next five years are as follows:

5 unchanged sentences

Credit facility from a Canadian bank

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company, entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank.

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company (the "Borrower"), entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank.

The Credit Facility allows for borrowings of up to $ 2,547 in aggregate principal amount.

The Credit Facility is secured by the Company’s Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was not in compliance as at May 31, 2025.

The Credit Facility is secured by the Company's Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was in compliance as at August 31, 2025 .

All borrowings under the Credit Facility bear interest at an annual rate equal to the bank's Canadian prime rate plus 1.0 %.

As at May 31, 2025, the $ 2,544 Credit Facility was available and undrawn.

As at May 31, 2024, the Company had borrowings of $ 2,517 under the Credit Facility.

On July 4, 2025, the Company and the Canadian Bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025 of $ 10,647 in the calculation of stockholders’ equity.

The Company was in compliance with the minimum equity covenant following this amendment.

Stockholders’ Equity

For the period ended May 31, 2025

As at August 31, 2025 , the $ 2,547 Credit Facility was available and undrawn.

As at August 31, 2024 , the Company had borrowings of $ 1,587 under the Credit Facility.

On July 4, 2025, the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025 of $ 10,647 in the calculation of stockholders' equity.

On October 10, 2025, the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, which removed the minimum equity covenant tested quarterly for the duration of the term of the Credit Facility.

Stockholders' Equity (Deficit)

For the period ended August 31, 2025

Number of shares

Balance, February 28, 2025

47,620,263 $ 5

Issuance of shares upon settlement of restricted stock units

Balance, May 31, 2025

For the period ended May 31, 2024

Issuance of shares for cash

Balance, August 31, 2025

47,863,478 $ 5

For the period ended August 31, 2024

Number of shares

Balance, February 29, 2024

47,528,908 $ 5

Issuance of shares upon settlement of restricted stock units

Balance, May 31, 2024

During the three months ended May 31, 2025, the Company recorded the following common stock transactions:

Balance, August 31, 2024

47,620,263 $ 5

During the six months ended August 31, 2025 , the Company recorded the following common stock transactions:

The Company issued 126,857 shares of the common stock to settle restricted stock units that vested in the period.

During the three months ended May 31, 2024, the Company recorded the following common stock transactions:

The Company issued 116,358 shares of common stock through its ATM Equity Offering program at an average offering price of $ 1.66 for gross proceed of $ 193 .

During the six months ended August 31, 2024 , the Company recorded the following common stock transaction:

The Company issued 91,355 shares of the common stock to settle restricted stock units that vested in the period.

Revenue for the three-month periods ended May 31, 2025 and 2024 were as follows:

Revenue for the three -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Engineering services

During the three-month period ended May 31, 2025, the Company recorded revenues of $ 244 (2024 – nil) for engineering fees, which were related to an engineering services agreement between Loop and ELITe.

Pursuant to the agreement, Loop provides engineering services for the planned Infinite Loop™ facility in India.

During the three-month period ended May 31, 2025, the Company recorded revenues of $ 8 (2024 – $ 6 ) for sales of Loop™ PET resin.

As at May 31, 2025, unearned revenue was $ 102 (2024 – nil), comprised of a payment received from a customer while the Company has not yet fulfilled its obligation to deliver PET.

Revenue for the six -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Engineering services

Research and Development Expenses

Research and development expenses for the three-month periods ended May 31, 2025 and 2024 were as follows:

Research and development expenses for the three -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Employee compensation

1 unchanged sentence

Plant and laboratory operating expenses

Research and development expenses for the six -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Employee compensation

External engineering

Plant and laboratory operating expenses

General and Administrative Expenses

General and administrative expenses for the three-month periods ended May 31, 2025 and 2024 were as follows:

General and administrative expenses for the three -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Employee compensation

Professional fees

General and administrative expenses for the six -month periods ended August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Employee compensation

Professional fees

Share-based Payments

Stock Options

The following table summarizes the continuity of the Company’s stock options during the three-month periods ended May 31, 2025 and 2024:

Number of stock options

Weighted average exercise price

Number of stock options

Weighted average exercise price

The following table summarizes the continuity of the Company's stock options during the three -month periods ended August 31, 2025 and 2024 :

Weighted average

stock options

exercise price

stock options

exercise price

Outstanding, beginning of period

5,573,138 $ 3.19 2,971,216 $ 4.95

( 80,000 ) 3.11 ( 200,000 ) 0.80

Outstanding, end of period

5,493,138 $ 3.19 2,771,216 $ 5.25

Exercisable, end of period

2,711,727 $ 4.98 1,890,000 $ 6.39

The following table summarizes the continuity of the Company's stock options during the six -month periods ended August 31, 2025 and 2024 :

Weighted average

stock options

exercise price

stock options

exercise price

Outstanding, beginning of period

2,771,216 $ 5.25 2,772,000 $ 5.10

2,801,922 1.16 199,216 2.89

( 80,000 ) 3.11 ( 200,000 ) 0.80

Outstanding, end of period

5,493,138 $ 3.19 2,771,216 $ 5.25

Exercisable, end of period

2,711,727 $ 4.98 1,890,000 $ 6.39

The Company applies the fair value method of accounting for stock-based compensation awards granted.

Fair value is calculated based on a Black-Scholes option pricing model.

The principal components of the pricing model for the stock options granted in the three-month period ended May 31, 2025 and 2024 were as follows:

The principal components of the pricing model for the stock options granted in the six -month period ended August 31, 2025 and 2024 were as follows:

Exercise price

$ 1.16 $ 2.89

Risk-free interest rate

2 unchanged sentences

Expected volatility

Expected life

Expected life (years)

3.5 - 5.0 years 7

The weighted-average grant-date fair value of options granted during the periods ended May 31, 2025 and 2024 was $ 0.62 and $ 2.03 , respectively.

A summary of the Company’s nonvested shares as of May 31, 2025, and changes during the period ended May 31, 2025 were as follows:

Number of stock options

Weighted-average grant-date fair value

The weighted-average grant-date fair value of options granted during the six -month periods ended August 31, 2025 and 2024 was $ 0.62 and $ 2.03 , respectively.

A summary of the Company’s nonvested shares as of August 31, 2025 , and changes during the period ended August 31, 2025 were as follows:

Weighted average

stock options

exercise price

Nonvested, beginning of period

731,216 $ 1.88

2,270,000 0.64

( 80,000 ) 2.15

( 139,805 ) 2.09

Nonvested, end of period

During the three-month periods ended May 31, 2025 and 2024, stock-based compensation expense attributable to stock options amounted to $ 486 and $ 146 , respectively.

2,781,411 $ 0.85

During the three -month periods ended August 31, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 165 and $ 148 , respectively.

During the six -month periods ended August 31, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 651 and $ 295 , respectively

Restricted Stock Units

The following table summarizes the continuity of the restricted stock units during the three-month periods ended May 31, 2025 and 2024:

The following table summarizes the continuity of the restricted stock units during the three -month periods ended August 31, 2025 and 2024 :

Weighted average

Number of units

Weighted average fair value price

fair value price

Number of units

Weighted average fair value price

fair value price

Outstanding, beginning of period

3,981,121 $ 6.73 4,399,060 $ 6.49

310,770 1.31 144,276 2.09

( 28,770 ) 1.13 ( 81,518 ) 6.55

( 6,589 ) 5.32 - -

Outstanding, end of period

4,256,532 $ 6.38 4,461,818 $ 6.35

Outstanding vested, end of period

1,833,531 $ 5.71 1,761,421 $ 5.86

The following table summarizes the continuity of the restricted stock units during the six -month periods ended August 31, 2025 and 2024 :

Weighted average

Number of units

fair value price

Number of units

fair value price

Outstanding, beginning of period

4,466,958 $ 6.32 4,368,897 $ 6.53

310,770 1.31 184,276 2.25

( 126,857 ) 2.90 ( 91,355 ) 6.74

( 394,339 ) 2.91 - -

Outstanding, end of period

4,256,532 $ 6.38 4,461,818 $ 6.35

Outstanding vested, end of period

1,833,531 $ 5.71 1,761,421 $ 5.86

The Company applies the fair value method of accounting for awards granted through the issuance of restricted stock units.

Fair value is calculated based on the intrinsic value at grant date multiplied by the number of restricted stock unit awards granted.

During the three-month periods ended May 31, 2025 and 2024, stock-based compensation attributable to RSUs amounted to $( 111 ), which includes $( 268 ) for forfeitures recorded in the period, and $ 224 , respectively.

During the three -month periods ended August 31, 2025 and 2024 , stock-based compensation attributable to RSUs amounted to $ 115 and $ 214 , respectively.

During the six -month periods ended August 31, 2025 and 2024 , stock-based compensation expense attributable to RSUs amounted to $ 4 , which includes $( 291 ) for forfeitures recorded in the period, and $ 437 , respectively.

Stock-Based Compensation Expense

During the three-month periods ended May 31, 2025 and 2024, stock-based compensation included in research and development expenses amounted to $ 312 and $ 129 , respectively, and in general and administrative expenses amounted to $ 63 and $ 241 , respectively.

During the three -month periods ended August 31, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 32 and $ 131 , respectively, and in general and administrative expenses amounted to $ 248 and $ 231 , respectively.

During the six -month periods ended August 31, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 344 and $ 261 , respectively, and in general and administrative expenses amounted to $ 311 and $ 471 , respectively.

Equity Incentive Plan

6 unchanged sentences

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 options shall not exceed 5 years.

The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during the three-month periods ended May 31, 2025 and 2024:

The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during the six -month periods ended August 31, 2025 and 2024 :

Number of units*

1 unchanged sentence

Authorized, beginning of period

2,159,612 848,244

Automatic share reserve increase

1,500,000 1,500,000

Units granted

1 unchanged sentence

Units forfeited

474,339 200,000

Units expired

Authorized, end of period

1,021,259 2,164,752

*The use of the term “units” in the table above describes a combination of stock options and RSUs.

Subsequent Event

On September 23, 2025, Loop entered into a Securityholders Agreement with Reed Circular Economy ("RCE"), an affiliate of Reed Management SAS, to establish the framework for the governance, ownership, and operations of Infinite Loop Europe SAS ("Infinite Loop Europe").

Under this agreement, RCE and Loop hold their interests in Infinite Loop Europe on a 90/10 basis to pursue the non-exclusive development, financing, construction, ownership, operation, and commercialization of chemical upcycling plants and related products using Loop's technology within Europe.

The Securityholders Agreement provides Infinite Loop Europe with priority rights to evaluate European project opportunities, establishes financing arrangements between the shareholders, grants Loop options to participate in project equity, and confirms that Loop retains ownership of its intellectual property while granting the Infinite Loop Europe limited use rights.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements