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SEC Investigation
−Removed: As previously disclosed in our Current Report on Form 8-K filed with the SEC on October 16, 2020, on October 15, 2020, we received a subpoena from the SEC requesting certain information from us, including information regarding testing, testing results and details of results from our GEN I and GEN II technologies and certain of our partnerships and agreements.
−Removed: Prior to its receipt, there had been no previous communication between us and the SEC on this issue.
+Added: We received a subpoena from the SEC in October 2020 requesting certain information from us, including information regarding testing, testing results and details of results from our GEN I and GEN II technologies and certain of our partnerships and agreements.
+Added: In March 2022, we received a subpoena requesting additional information, including information concerning our reverse-merger in 2015, and communications with certain individuals and entities.
+Added: There have been no further information requests relating to the Company’s business or technology.
The SEC informed us that its investigation does not mean that the SEC has concluded that anyone has violated the law and that the investigation does not mean that the SEC has a negative opinion of us.
We cannot predict when this matter will be resolved or what, if any, action the SEC may take following the conclusion of the investigation.
−Removed: On October 13, 2020, the Company and certain of its officers were named as defendants in a proposed class-action lawsuit filed in the United States District Court for the Southern District of New York, captioned Olivier Tremblay, Individually and on Behalf of All Other Similarly Situated v.
−Removed: Loop Industries, Inc., Daniel Solomita, and Nelson Gentiletti , Case No.
−Removed: 7:20-cv-0838 (“Tremblay Class Action”).
−Removed: The allegations in the complaint claim that the defendants allegedly violated Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 by allegedly making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices.
−Removed: Plaintiff seeks unspecified damages on behalf of a class of purchasers of Loop’s securities between September 24, 2018 and October 12, 2020.
−Removed: On October 28, 2020, the Company and certain of its officers were named as defendants in a second proposed class-action lawsuit filed in the United States District Court for the Southern District of New York, captioned Michelle Bazzini, Individually and on Behalf of All Other Similarly Situated v.
−Removed: Loop Industries, Inc., Daniel Solomita, and Nelson Gentiletti , Case No.
−Removed: 7:20-cv-09031-UA.
−Removed: The allegations in this complaint are similar in nature to those made in the Tremblay Class Action.
−Removed: On January 4, 2021, the United States District Court for the Southern District of New York rendered a stipulation and order granting the consolidation of the two class-action lawsuits filed in New York as In re Loop Industries, Inc.
−Removed: Securities Litigation , Master File No.
−Removed: 7:20-cv-08538.
−Removed: Sakari Johansson and John Jay Cappa have been appointed as Co-Lead Plaintiffs and Glancy Prongay & Murray LLP and Pomerantz LLP have been appointed as Co-Lead Counsel for the class.
−Removed: Plaintiffs served a consolidated amended complaint on February 18, 2021 which alleges defendants violated Sections 10(b) and 20(a) and Rule 10b-5 of the Securities Exchange Act of 1934 by making materially false and/or misleading statements, as well as allegedly failing to disclose material adverse facts about the Company’s business, operations, and prospects, which caused the Company’s securities to trade at artificially inflated prices.
−Removed: The consolidated amended complaint relies on the October 13, 2020 report published by a third party regarding the Company to support their allegations.
−Removed: Defendants served a motion to dismiss the consolidated amended complaint on April 27, 2021.
−Removed: Plaintiffs’ opposition to the motion to dismiss was served on May 27, 2021 and Defendants’ reply in support of the motion to dismiss was served on June 11, 2021.
−Removed: On October 13, 2020, the Company, Loop Canada Inc.
−Removed: and certain of their officers and directors were named as defendants in a proposed securities class action filed in the Superior Court of Québec (District of Terrebonne, Province of Québec, Canada), in file no.
−Removed: 700-06-000012-205.
−Removed: The Application for authorization of a class action and for authorization to bring an action pursuant to section 225.4 of the Québec Securities Act (the “Application”) was filed by an individual shareholder on behalf of himself and a class of buyers who purchased our securities during the “Class Period” (not defined).
−Removed: Plaintiff alleges that throughout the Class Period, the defendants allegedly made false and/or misleading statements and allegedly failed to disclose material adverse facts concerning the Company’s technology, business model, operations and prospects, thus causing the Company’s stock price to be artificially inflated and thereby causing plaintiff to suffer damages.
−Removed: Plaintiff seeks unspecified damages stemming from losses he claims to have suffered as a result of the foregoing.
−Removed: On December 13, 2020, the Application was amended in order to add allegations regarding specific misrepresentations.
−Removed: The authorization hearing is scheduled on February 24, 2022.
+Added: The information set forth under "Contingencies" in Note 18, Commitments and Contingencies, contained in the notes to the condensed consolidated financial statements of this Quarterly Report on Form 10-Q is incorporated by reference in answer to this Item.
From time to time, we may become involved in various lawsuits and legal proceedings or investigations which arise in the ordinary course of business.
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We are subject to various risks and uncertainties in the course of our business.
−Removed: Risk factors relating to us are set forth under “Risk Factors” in our Annual Report on Form 10-K, filed on June 1, 2021.
−Removed: No material changes to such risk factors have occurred during the nine months ended November 30, 2021.
+Added: Risk factors relating to us are set forth under “Risk Factors” in our Annual Report on Form 10-K, filed on May 27, 2022.
+Added: No material changes to such risk factors have occurred during the three months ended May 31, 2022.
+Added: UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
+Added: DEFAULTS UPON SENIOR SECURITIES
+Added: MINE SAFETY DISCLOSURES
+Added: Not applicable.
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.