Loop Industries, Inc. 10-Q

ITEM 5. OTHER INFORMATION a) The information set forth below is included herein for the purpose of providing the disclosure required under “Item 1 .02 Termination of a Material Definitive Agreement.” of Form 8-K. As previously reported in the current report on Form 8-K filed with the SEC on May 2, 2023, on April 27, 2023, the Company and SKGC entered into a joint venture agreement regarding, among other things, the construction and operation of an Infinite Loop™ manufacturing facility in Ulsan, South Korea. On January 14, 2025, this agreement was mutually terminated by the parties in accordance with its terms. This joint decision reflected Loop’s strategy to focus capital deployment in low-cost jurisdictions and prioritize a licensing and engineering services model in higher-cost countries, as well as a strategic restructuring and reorientation within the SK Group. There is no penalty incurred by either party as a result of the termination. SKGC is a shareholder of the Company, currently holding common stock representing approximately 9.9% of the Company’s outstanding shares of common stock, and is also a party to an investor rights agreement among SKGC, the Company, and Daniel Solomita, dated July 29, 2021 (the “Investor Rights Agreement”). Under this agreement, SKGC continues to retain the right to nominate a director to the Company’s board of directors following Mr. Jonghyuk Lee’s resignation as described below. b) 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 January 13, 2025, Mr. Jonghyuk Lee, as the initial designee under the Investor Rights Agreement, resigned from the board of directors of the Company with immediate effect. This resignation was due to a change in his role within the restructured SKGC organization, and not because of a disagreement with the Company on any matter relating to its operations, policies or practices. c) Insider trading arrangements During the three months ended November 30, 2024, 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. 17 Table of Contents 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 By-laws, as amended to date 8-K 001-38301 April 10, 2018 3.1 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 XBRL Instance Document Filed herewith 101.SCH XBRL Taxonomy Extension Schema Document Filed herewith 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document Filed herewith 101.DEF XBRL Taxonomy Extension Definition Linkbase Document Filed herewith 101.LAB XBRL Taxonomy Extension Label Linkbase Document Filed herewith 101.PRE 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 18 Table of Contents 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: January 14, 2025 By: /s/ Daniel Solomita Name: Daniel Solomita Title: President and Chief Executive Officer, and Director (Principal Executive Officer) Date: January 14, 2025 By: /s/ Fady Mansour Name: Fady Mansour Title: Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer) 19