What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2026-01-14 compared with 2025-10-15 · 170 added, 186 removed, 442 unchanged (45% of the section changed)

1 unchanged sentence

Loop Industries, Inc.

Three and Six Months Ended August 31, 2025

Three and Nine Months Ended November 30, 2025

Index to the Unaudited Interim Condensed Consolidated Financial Statements

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)

Condensed consolidated balance sheets as at November 30, 2025 (Unaudited) and February 28, 2025

Condensed consolidated statements of operations and comprehensive loss for the three and nine months ended November 30, 2025 and 2024 (Unaudited)

Condensed consolidated statements of changes in stockholders ' equity (deficit) for the three and nine months ended November 30, 2025 and 2024 (Unaudited)

Condensed consolidated statements of cash flows for the nine months ended November 30, 2025 and 2024 (Unaudited)

Notes to the condensed consolidated financial statements (Unaudited)

9 unchanged sentences

Total current assets

Investments in joint ventures

Equity method investments (Note 9)

Property, plant and equipment, net (Note 5)

31 unchanged sentences

$ 11,290 $ 18,578

Going Concern (Note 1)

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

Nine Months Ended

November 30, 2025

November 30, 2024

November 30, 2025

November 30, 2024

Total revenues

Research and development (Note 13)

843 1,945 2,217 4,182

General and administrative (Note 14)

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

Depreciation and amortization (Notes 5 and 6)

96 129 197 266

Loss on equity accounted investments (Note 9)

Impairment of machinery & equipment (Note 5)

Total expenses

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

Other loss (income):

Interest and other financial expenses

419 119 837 179

Interest 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:

Total other loss (income)

Other comprehensive income (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

Going Concern (Note 1)

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

dollars, except for share data)

Three months ended August 31, 2025

Three months ended November 30, 2025

Preferred stock

5 unchanged sentences

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 - - - - - - - -

Balance, August 31, 2025

Issuance of shares upon the exercise of stock options (Note 15)

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

116,358 - - - 193 - - - 193

Stock options issued for services (Note 15)

- - - - 165 - - - 165

Restricted stock units issued for services (Note 15)

- - - - 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 )

Balance, November 30, 2025

(in thousands of U.S.

dollars, except for share data)

Three months ended August 31, 2024

Three months ended November 30, 2024

Preferred stock

4 unchanged sentences

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 ) - - -

Balance, August 31, 2024

Stock options issued for services (Note 15)

- - - - 148 - - - 148

Restricted stock units issued for services (Note 15)

- - - - 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

Balance, November 30, 2024

See accompanying notes to the condensed consolidated financial statements.

3 unchanged sentences

dollars, except for share data)

Six months ended August 31, 2025

Nine months ended November 30, 2025

Preferred stock

6 unchanged sentences

Balance, February 28, 2025

47,620,263 $ 5 1 $ - $ 193,529 $ - $ ( 192,027 ) $ ( 1,140 ) $ 367

Issuance of shares upon the vesting of restricted stock units (Note 15)

126,857 - - - - - - - -

Issuance of shares upon the exercise of stock options (Note 15)

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

116,358 - - - 193 - - - 193

Stock options issued for services (Note 15)

- - - - 651 - - - 651

Restricted stock units issued for services (Note 15)

- - - - 4 - - - 4

Share issuance costs

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

Foreign currency translation

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

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

Balance, August 31, 2025

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

Balance, November 30, 2025

(in thousands of U.S.

dollars, except for share data)

Six months ended August 31, 2024

Nine months ended November 30, 2024

Series A Preferred stock

5 unchanged sentences

Balance, February 29, 2024

47,528,908 $ 5 1 $ - $ 171,792 $ 20,385 $ ( 176,970 ) $ ( 1,070 ) $ 14,142

Issuance of shares upon the vesting of restricted stock units (Note 15)

91,355 - - - - - - - -

Expiration of warrants

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

Stock options issued for services (Note 15)

- - - - 295 - - - 295

Restricted stock units issued for services (Note 15)

- - - - 437 - - - 437

Foreign currency translation

- - - - - - - ( 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

Balance, November 30, 2024

See accompanying notes to the condensed consolidated financial statements.

2 unchanged sentences

(in thousands of U.S.

Six Months Ended August 31,

Nine Months Ended November 30,

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 15)

Accrued interest and other financing costs (Note 11)

Loss on equity accounted investments (Note 9)

Impairment of machinery & equipment (Note 5)

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

Loss on Equity method investments (Note 9)

Changes in operating assets and liabilities:

Accounts receivable and other (Note 3)

( 228 ) ( 39 )

Prepaid expenses (Note 4)

Accounts payable and accrued liabilities (Note 8)

( 321 ) 2,132

Unearned revenue

Net cash used in operating activities

( 5,604 ) ( 6,775 )

Cash Flows from Investing Activities

Distribution from equity investment

Investments in equity-method investees (Note 9)

Additions to intangible assets (Note 6)

( 133 ) ( 325 )

Net cash used in investing activities

( 133 ) ( 325 )

Cash Flows from Financing Activities

Proceeds from exercise of stock options (Note 12)

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

1 unchanged sentence

Repayment of long-term debt (Note 11)

( 136 ) ( 50 )

Net cash provided by financing activities

Effect of exchange rate changes

Net decrease in cash

( 5,663 ) ( 5,563 )

Net decrease in cash and cash equivalents

Cash and cash equivalents, beginning of period

Cash and cash equivalents, end of period

$ 7,310 $ 1,395

Supplemental Disclosure of Cash Flow Information:

2 unchanged sentences

Interest received

Going Concern (Note 1)

See accompanying notes to the condensed consolidated financial statements.

Loop Industries, Inc.

Three and Six Months Ended August 31, 2025 and 2024

Three and Nine Months Ended November 30, 2025 and 2024

Notes to the Condensed Consolidated Financial Statements

The Company, Basis of Presentation and Liquidity Risk Assessment

The Company, Basis of Presentation and Going Concern

Loop Industries, Inc.

13 unchanged sentences

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.

The Company owns a 10 % equity interest in Infinite Loop Europe SAS ("Infinite Loop Europe"), accounted for under the equity method, over which it has significant influence but not joint control;

the remaining 90 % is owned by Reed Circular Economy ("RCE").

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 - 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.

The results for the three - and nine -month periods ended November 30, 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.

Liquidity Risk Assessment

Going Concern

These unaudited interim condensed consolidated financial statements have been prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplate the realization of assets and settlement of liabilities in the normal course of business as they come due.

In assessing whether the going concern assumption is appropriate, management takes into account all available information about the future, which is at least, but

not limited to,

twelve months from the date of issuance of these consolidated financial statements.

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 .

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

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.

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.

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

Management has determined that current cash and cash equivalents on hand of $ 5,204 , together with the $ 2,504 available under its undrawn credit facility, will not be sufficient to fund the Company's ongoing operations, obligations and commitments for the next twelve months from the date of issuance of these unaudited interim condensed consolidated financial statements.

These events and conditions are material uncertainties that raise substantial doubt upon the Company's ability to continue as a going concern and, accordingly, the appropriateness of the use of accounting principles applicable to a going concern.

The Company’s ability to continue as a going concern and execute upon management's plans to move to the next stage of its strategic development is dependent on, among other factors, whether the Company can obtain the necessary financing through a combination of the issuance of debt and/or equity, technology licensing and engineering services arrangements, and/or financing from government incentive programs.

While the Company is actively engaged in financing discussions, there is no assurance that the Company will be successful in attracting additional funding on terms acceptable to the Company.

These unaudited interim condensed consolidated financial statements do not reflect the adjustments to the carrying values of assets and liabilities and the reported expenses and balance sheet classifications that would be necessary if the Company were unable to realize its assets and settle its liabilities as a going concern in the normal course of operations.

Such adjustments could be material.

Summary of Significant Accounting Policies

2 unchanged sentences

Actual results could differ from those estimates.

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.

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 equity accounted investments, 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

4 unchanged sentences

Potential common shares are excluded from the computation if their effect is antidilutive.

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 )

For the three and nine months ended November 30, 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 November 30, 2025 , the potentially dilutive securities consisted of 5,243,138 outstanding stock options ( 2024 – 2,771,216 ), 4,261,512 outstanding restricted stock units ( 2024 – 4,448,179 ), 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 six -month period ended August 31, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

The adoption of this accounting guidance for the nine -month period ended November 30, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

Recently issued accounting pronouncements not yet adopted

32 unchanged sentences

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

Accounts Receivable and Other as at November 30, 2025 and February 28, 2025 are comprised of the following:

November 30, 2025

February 28, 2025

Accounts receivable from customers

Accounts receivable from joint venture

Research and development tax credits

1 unchanged sentence

Prepaid Expenses

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

August 31, 2025

Prepaid expenses as at November 30, 2025 and February 28, 2025 were as follows:

November 30, 2025

February 28, 2025

Property, Plant and Equipment, Net

As at August 31, 2025

As at November 30, 2025

depreciation,

21 unchanged sentences

$ 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 ).

Depreciation expense for the three - and nine -month periods ended November 30, 2025 amounted to $ 34 and $ 104 , respectively ( 2024 – $ 79 and $ 249 ).

During the year ended February 28, 2025 the Company recorded an impairment charge for equipment of $ 8,460 .

This impairment was due to the termination of the joint venture arrangement between the Company and SK Geo Centric Co.

under which they had intended to construct and operate an Infinite Loop™ manufacturing facility in Ulsan, South Korea.

While the equipment may be utilized in a future commercial production facility, there are no active deployment plans for the use of this specific equipment, therefore the recoverability of the carrying value of the equipment is highly uncertain, and when tested for impairment, resulted in an impairment loss of $ 8,460 being recognized in the year ended February 28, 2025.

Intangible Assets, Net

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 ).

Intangible assets as at November 30, 2025 and February 28, 2025 were $ 1,770 and $ 1,708 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , we made additions relating to patent application costs to intangible assets of $ 199 and $ 454 , respectively.

Amortization expense for the three - and nine -month periods ended November 30, 2025 amo unted to $ 60 and $ 186 , respectively ( 2024 – $ 53 and $ 149 ).

Fair Value of Financial Instruments

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:

The following tables disclose the estimated fair value of the Company's financial liabilities as at November 30, 2025 and February 28, 2025 :

Fair Value at November 30, 2025

Financial liabilities accounted for at amortized cost:

Series B Convertible Preferred stock (Note 10)

$ 11,688 $ 11,688 Level 2

Long-term debt (Note 11)

$ 3,006 $ 3,006 Level 2

Due to customer

$ 882 $ 882 Level 2

Fair Value at February 28, 2025

Financial liabilities measured at amortized cost:

Financial liabilities accounted for at amortized cost:

Series B Convertible Preferred stock (Note 10)

$ 10,647 $ 10,647 Level 2

Long-term debt (Note 11)

$ 3,085 $ 3,085 Level 2

Due to customer

$ 832 $ 832 Level 2

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 August 31, 2025 and February 28, 2025 were as follows:

August 31, 2025

Accounts payable and accrued liabilities as at November 30, 2025 and February 28, 2025 were as follows:

November 30, 2025

February 28, 2025

Trade accounts payable

$ 1,234 $ 2,010

Accrued employee compensation

2 unchanged sentences

Other accrued liabilities

Investments in Joint Ventures

$ 2,935 $ 3,545

Equity Method Investments

Joint Venture with Ester

5 unchanged sentences

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

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.

During the nine -month period ended November 30, 2025 , Loop and Ester each contributed $ 960 ( 2024 – nil ) to ELITe.

During the three - and nine -month periods ended November 30, 2025 , ELITe incurred losses of $ 130 and $ 820 , respectively ( 2024 – nil ), resulting in the Company recording its share of the loss on equity accounted investment of $ 65 and $ 410 ( 2024 – nil ) for the respective periods.

As at November 30, 2025 , and February 28, 2025 the carrying value of the Company's investment in ELITe was $ 1,817 and $ 1,267 , respectively.

Equity-Method Investment with Reed Circular Economy

On September 23, 2025, Loop entered into a formal 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, and as previously announced, 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 using Loop's technology within Europe.

The 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 Infinite Loop Europe limited use rights.

Infinite Loop Europe does not meet the accounting definition of a joint venture, as the Company does not have joint control over the entity.

However, the Company has significant influence over Infinite Loop Europe and, accordingly, accounts for its investment using the equity method.

In September 2025, Loop purchased 250 shares of Infinite Loop Europe for €0.25 ($ 0.305 ) ( 2024 – nil ).

Infinite Loop Europe has not yet commenced operations.

As at November 30, 2025 , th e carrying value of the Company's investment in Infinite Loop Europe was nominal.

Series B Convertible Preferred Stock

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

August 31, 2025

The balance of Series B Convertible Preferred Stock as at November 30, 2025 and February 28, 2025 was as follows:

November 30, 2025

February 28, 2025

Stated value at issuance

$ 11,439 $ 10,395

2 unchanged sentences

$ 11,688 $ 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.

During the three - and nine -month periods ended November 30, 2025 , the Company recorded PIK dividends of $ 360 and $ 1,041 respectively, ( 2024 – nil ), which were recorded in “Interest and other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss.

On September 30, 2025, the annual dividend payment date, in accordance with the terms of the Series B Preferred Stock, the Company did not pay the accrued dividend in cash.

The dividend of $ 1,044 was added to the Stated Value of the Series B Preferred Stock as a payment-in-kind dividend.

The Stated Value as of September 30, 2025 includes this PIK dividend and will serve as the base for calculating future dividend accruals at the applicable dividend rate.

Long ‑ Term Debt

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

August 31, 2025

Long-term debt as of November 30, 2025 and February 28, 2025 , was comprised of the following:

November 30, 2025

February 28, 2025

11 unchanged sentences

Investissement Qu é bec financing facility

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.

The Company recorded interest expense on the Investissement Québec loan for the three - and nine -month periods ended November 30, 2025 in the amount of $ 36 and $ 106 , respectively ( 2024 – $ 29 and $ 59 ) and an accretion expense of $ 11 and $ 34 , respectively ( 2024 – $ 14 and $ 27 ).

During the nine -month period ended November 30, 2025 , the Company made repayments of $ 215 ( 2024 – $ 50 ) on the Investissement Québec loan.

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

7 unchanged sentences

The Credit Facility allows for borrowings of up to $ 2,504 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 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 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.

The Credit Facility is secured by the Company's Terrebonne, Québec property and was initially subject to a minimum equity covenant, tested quarterly.

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.

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.

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 November 30, 2025 , the $ 2,504 Credit Facility was available and undrawn.

As at February 28, 2025 , the credit facility was available and undrawn.

Stockholders' Equity (Deficit)

For the period ended August 31, 2025

For the period ended November 30, 2025

Number of shares

2 unchanged sentences

Issuance of shares upon settlement of restricted stock units

Issuance of shares upon exercise of stock options

Issuance of shares for cash

Balance, August 31, 2025

Balance, November 30, 2025

48,337,555 $ 5

For the period ended August 31, 2024

For the period ended November 30, 2024

Number of shares

2 unchanged sentences

Issuance of shares upon settlement of restricted stock units

Balance, August 31, 2024

Balance, November 30, 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.

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 August 31, 2025 and 2024 were as follows:

August 31, 2025

August 31, 2024

Engineering services

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

August 31, 2025

August 31, 2024

Engineering services

During the nine months ended November 30, 2025 , the Company recorded the following common stock transactions:

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

(ii) The Company issued 80,000 shares of common stock to settle stock options exercised in the period.

(iii) The Company issued 510,435 shares of common stock through its ATM Equity Offering program at an average offering price of $ 1.80 for gross proceed of $ 917 .

During the nine months ended November 30, 2024 , the Company recorded the following common stock transaction:

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

Research and Development Expenses

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

August 31, 2025

August 31, 2024

Research and development expenses for the three -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Employee compensation

Machinery and equipment expenditures

External engineering

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

$ 967 $ 1,377

Research and development expenses for the nine -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Employee compensation

$ 2,377 $ 3,014

Machinery and equipment expenditures

External engineering

Plant and laboratory operating expenses

$ 3,182 $ 5,559

General and Administrative Expenses

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

August 31, 2025

August 31, 2024

General and administrative expenses for the three -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 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

$ 1,500 $ 2,148

General and administrative expenses for the nine -month periods ended November 30, 2025 and 2024 were as follows:

November 30, 2025

November 30, 2024

Employee compensation

$ 1,956 $ 2,491

Professional fees

$ 5,018 $ 7,654

Share-based Payments

Stock Options

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

The following table summarizes the continuity of the Company's stock options during the three -month periods ended November 30, 2025 and 2024 :

Weighted average

7 unchanged sentences

130,000 1.72 - -

( 80,000 ) 0.80 - -

( 100,000 ) 1.16 - -

( 200,000 ) 0.80 - -

Outstanding, end of period

2 unchanged sentences

2,581,727 $ 5.30 2,040,000 $ 6.12

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

The following table summarizes the continuity of the Company's stock options during the nine -month periods ended November 30, 2025 and 2024 :

Weighted average

8 unchanged sentences

( 80,000 ) 0.80 - -

( 180,000 ) 1.31 ( 200,000 ) 0.80

( 200,000 ) 0.80 - -

Outstanding, end of period

4 unchanged sentences

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 six -month period ended August 31, 2025 and 2024 were as follows:

The principal components of the pricing model for the stock options granted in the nine -month period ended November 30, 2025 and 2024 were as follows:

Exercise price

4 unchanged sentences

Expected volatility

81% - 82 % 73 %

Expected life (years)

3.5 - 5.0 years 7

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:

3.5 - 5.0 years 7 years

The weighted-average grant-date fair value of options granted during the nine -month periods ended November 30, 2025 and 2024 was $ 0.64 and $ 2.03 , respectively.

A summary of the Company’s nonvested shares as of November 30, 2025 , and changes during the nine -month period ended November 30, 2025 were as follows:

Weighted average

8 unchanged sentences

2,661,411 $ 0.82

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

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 185 and $ 146 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to stock options amounted to $ 836 and $ 441 , respectively.

Restricted Stock Units

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

The following table summarizes the continuity of the restricted stock units during the three -month periods ended November 30, 2025 and 2024 :

Weighted average

8 unchanged sentences

( 12,331 ) 4.76 ( 13,639 ) 4.43

( 6,589 ) 5.32 - -

Outstanding, end of period

2 unchanged sentences

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 :

The following table summarizes the continuity of the restricted stock units during the nine -month periods ended November 30, 2025 and 2024 :

Weighted average

15 unchanged sentences

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 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.

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation attributable to RSUs amounted to $ 132 and $ 184 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation expense attributable to RSUs amounted to $ 136 , which include s $( 319 ) for forfeitures recorded in the period, and $ 621 , respectively.

Stock-Based Compensation Expense

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.

During the three -month periods ended November 30, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 82 and $ 106 , respectively, and in general and administrative expenses amounted to $ 235 and $ 224 , respectively.

During the nine -month periods ended November 30, 2025 and 2024 , stock-based compensation included in research and development expenses amounted to $ 426 and $ 367 , respectively, and in general and administrative expenses amounted to $ 545 and $ 695 , 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 six -month periods ended August 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 nine -month periods ended November 30, 2025 and 2024 :

Number of units*

12 unchanged sentences

*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