OTHER INFORMATION
−Removed: 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;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.
−Removed: ” of Form 8 -K.
−Removed: 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.
−Removed: Mike De Notaris ( 49 ), currently Vice President, Corporate Development, is appointed as Interim Chief Financial Officer effective as of the same date.
−Removed: In this position, Mr.
−Removed: De Notaris will assume the responsibilities of Principal Financial Officer and Principal Accounting Officer of the Company.
−Removed: De Notaris has served as Vice President, Corporate Development for the Company since September 2021.
−Removed: Prior to joining the Company, he served as Head, Business Risk Division, Wholesale Banking at Abu Dhabi Commercial Bank.
−Removed: 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.
−Removed: De Notaris holds a Bachelor of Commerce from Concordia University and is a CFA Charterholder.
−Removed: There are no family relationships between Mr.
−Removed: De Notaris and any director or executive officer of the Company, and there are no transactions between Mr.
−Removed: Lafond and the Company that would be required to be reported under Item 404 (a) of Regulation S-K.
−Removed: 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.
−Removed: ” of Form 8 -K.
−Removed: On October 10, 2025, Loop Canada Inc.
−Removed: (the “Borrower”), a wholly-owned subsidiary of the Company, and the Company entered into Amendment No.
−Removed: 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”).
−Removed: 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.
−Removed: A copy of the Amendment will be filed as an exhibit to the Company’s next periodic report under the Exchange Act.
−Removed: c) Insider trading arrangements
−Removed: 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.
+Added: During the three months ended November 30, 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.
The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
6 unchanged sentences
April 10, 2018
−Removed: At the Market Offering Agreement, dated July 3, 2025, between the Company and Roth Capital Partners, LLC.
−Removed: Amendment #2 to the Credit Agreement dated June 30th, 2022 between Canadian Imperial Bank of Commerce and Loop Canada Inc.
+Added: Securityholders Agreement, dated September 23, 2025, by and among the Company, Reed Circular Economy and each other person who from time to time becomes a Securityholder, with Infinite Loop Europe SAS and Mr.
+Added: Daniel Solomita.
Filed herewith
21 unchanged sentences
Filed herewith
+Added: * Portions of this document (indicated by “[***]”) have been omitted because such information is not material and is the type of information that the registrant treats as private or confidential.
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.
−Removed: October 15, 2025
+Added: January 14, 2026
/s/ Daniel Solomita
1 unchanged sentence
President and Chief Executive Officer, and Director (Principal Executive Officer)
−Removed: October 15, 2025
−Removed: /s/ Nicolas Lafond
−Removed: Nicolas Lafond
+Added: January 14, 2026
+Added: /s/ Mike De Notaris
+Added: Mike De Notaris
Interim Chief Financial Officer (Principal financial officer and principal accounting officer)
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.