Item 5. Other Information
ITEM 5. OTHER INFORMATION
a) The information set forth below is included herein for the purpose of providing the disclosure required under “ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. ” of Form 8 -K.
On October 9, 2025, Nicolas Lafond notified the Company of his resignation as Interim Chief Financial Officer of the Company, effective October 17, 2025, in order to accept an opportunity to advance his career in a senior financial role outside of the Company. Mike De Notaris ( 49 ), currently Vice President, Corporate Development, is appointed as Interim Chief Financial Officer effective as of the same date. In this position, Mr. De Notaris will assume the responsibilities of Principal Financial Officer and Principal Accounting Officer of the Company.
Mr. De Notaris has served as Vice President, Corporate Development for the Company since September 2021. Prior to joining the Company, he served as Head, Business Risk Division, Wholesale Banking at Abu Dhabi Commercial Bank. Mr. De Notaris brings a strong background in finance developed through 25 years in diverse roles in credit and private equity at various financial institutions including Abu Dhabi Commercial Bank, Bank of Montreal and Istithmar Capital. Mr. De Notaris holds a Bachelor of Commerce from Concordia University and is a CFA Charterholder.
There are no family relationships between Mr. De Notaris and any director or executive officer of the Company, and there are no transactions between Mr. Lafond and the Company that would be required to be reported under Item 404 (a) of Regulation S-K.
b) The information set forth below is included herein for the purpose of providing the disclosure required under “ Item 1.01 Entry into a Material Definitive Agreement. ” of Form 8 -K.
On October 10, 2025, Loop Canada Inc. (the “Borrower”), a wholly-owned subsidiary of the Company, and the Company entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement dated June 30, 2022 ( as previously amended, the “Credit Agreement”) with the Canadian Imperial Bank of Commerce (“CIBC”).
The Amendment removed the minimum equity covenant of $2.55 million (CDN $3.50 million) , which had been tested quarterly, and clarified that the Company’s convertible preferred share instrument in the amount of $10.65 million will be included in the equity calculation.
A copy of the Amendment will be filed as an exhibit to the Company’s next periodic report under the Exchange Act.
c) Insider trading arrangements
During the three months ended August 31, 2025 , no director or officer of the Company adopted or terminated a “Rule 10b5 - 1 trading arrangement” or “non-Rule 10b5 - 1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
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ITEM 6. EXHIBITS
The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
Exhibit Index
Incorporated by Reference
Number
Description
Form
File No.
Filing Date
Exhibit No.
3.1
Articles of Incorporation, as amended to date
10-K
001-38301
May 29, 2024
3.1
3.2
C ertificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.
8-K
001-38301
December 26, 2024
3.1
3.3
By-laws, as amended to date
8-K
001-38301
April 10, 2018
3.1
10.1
At the Market Offering Agreement, dated July 3, 2025, between the Company and Roth Capital Partners, LLC.
8-K
001-38301
July 3, 2025
10.1
10.2
Amendment #2 to the Credit Agreement dated June 30th, 2022 between Canadian Imperial Bank of Commerce and Loop Canada Inc.
Filed herewith
31.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
31.2
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
Filed herewith
32.1
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith
32.2
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
Furnished herewith
101.INS
Inline XBRL Instance Document
Filed herewith
101.SCH
Inline XBRL Taxonomy Extension Schema Document
Filed herewith
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
Filed herewith
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
Filed herewith
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
Filed herewith
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
Filed herewith
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
Filed herewith
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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 thereunto duly authorized.
Date: October 15, 2025
By:
/s/ Daniel Solomita
Name:
Daniel Solomita
Title:
President and Chief Executive Officer, and Director (Principal Executive Officer)
Date: October 15, 2025
By:
/s/ Nicolas Lafond
Name:
Nicolas Lafond
Title:
Interim Chief Financial Officer (Principal financial officer and principal accounting officer)
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.