OTHER INFORMATION
−Removed: 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.
−Removed: 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.
−Removed: On January 14, 2025, this agreement was mutually terminated by the parties in accordance with its terms.
−Removed: 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.
−Removed: There is no penalty incurred by either party as a result of the termination.
−Removed: 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”).
−Removed: Under this agreement, SKGC continues to retain the right to nominate a director to the Company’s board of directors following Mr.
−Removed: Jonghyuk Lee’s resignation as described below.
−Removed: 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;
−Removed: Election of Directors;
−Removed: Appointment of Certain Officers;
−Removed: Compensatory Arrangements of Certain Officers.” of Form 8-K.
−Removed: On January 13, 2025, Mr.
−Removed: Jonghyuk Lee, as the initial designee under the Investor Rights Agreement, resigned from the board of directors of the Company with immediate effect.
−Removed: 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.
−Removed: c) Insider trading arrangements
−Removed: 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.
+Added: During the three months ended May 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.
The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
2 unchanged sentences
Articles of Incorporation, as amended to date
+Added: Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.
+Added: December 26, 2024
By-laws, as amended to date
23 unchanged sentences
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: January 14, 2025
+Added: July 15, 2025
/s/ Daniel Solomita
1 unchanged sentence
President and Chief Executive Officer, and Director (Principal Executive Officer)
−Removed: January 14, 2025
−Removed: /s/ Fady Mansour
−Removed: Chief Financial Officer (Principal Accounting Officer and Principal Financial Officer)
+Added: July 15, 2025
+Added: /s/ Nicolas Lafond
+Added: Nicolas Lafond
+Added: Interim Chief Financial Officer (Principal Accounting Officer and Principal Financial 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.