Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor — Sch. 13D Filing Table of Contents
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‘SC 13D’ — Statement of Acquisition of Beneficial Ownership by a Non-Passive Investor
(Date of event which requires filing of this
statement)
If the filing
person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or
Rule 13d-1(g), check the following box. ☐
NOTE: Schedules
filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be
sent.
————————————————
*The remainder of
this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover
page.
The information
required on the remainder of this cover page shall not be deemed to
be “filed” for purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to
all other provisions of the Act (however, see the
Notes)
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
6
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
NUMBER
OF
7
SOLE VOTING
POWER
53,688,981(2)
shares
SHARES
BENEFICIALLY
8
SHARED VOTING
POWER
18,800,000(3)
shares
OWNED
BY
EACH
9
SOLE DISPOSITIVE
POWER
53,688,981(2)
shares
REPORTING
PERSON
WITH
10
SHARED DISPOSITIVE
POWER
18,800,000(3)
shares
11
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
72,488,981(4)
shares
12
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
78.2%(5)
14
TYPE OF REPORTING
PERSON
IN
(1)
Daniel Solomita
received 1 share of Series A Preferred Stock, par value $0.0001 per
share, of the Issuer (the “Series A Preferred Stock”) on
February 19, 2016 as consideration for agreeing not to terminate
his employment for five years pursuant to that certain amendment to
his employment agreement dated February 15, 2016.
(2)
Consists 1 share of
the Series A Preferred Stock with voting power equal to the number
of votes calculated as follows:
n =
((Ct / 0.35) -
(Ct +
Cdp)) /
SAt
Where:
Ct =
The number of
shares of Common Stock (as defined below) outstanding and entitled
to vote;
Cdp=
The number of
shares of Common Stock outstanding and entitled to vote and held by
Daniel Solomita, our President and Chief Executive Officer, and his
permitted transferees; and
SAt=
The number of
shares of Series A Preferred Stock outstanding.
The
Series A Preferred Stock shall have other voting rights as set
forth in the Issuer’s Articles of Incorporation.
As of
October 8, 2019, there were 39,032,528 shares of the common stock
par value $0.0001 per share, of the Issuer (the “Common Stock”) outstanding as
reported on the Issuer’s Form 10-Q filed on October 8,2019.
(3)
Consists of 200,000
shares of Common Stock held directly by Daniel Solomita as well as
18,600,000 shares of the Common Stock held by 10036552 Canada Inc.
Daniel Solomita controls the voting of the 18,600,000 shares of
Common Stock held by 10036552 Canada Inc.
(4)
Consists of the
super voting power of the 1 share of Series A Preferred Stock
described in footnote (2) the 200,000 shares of Common Stock held
directly by Daniel Solomita and the 18,600,000 shares of Common
Stock held by 10036552 Canada Inc.
(5)
Denominator
calculated by adding the super voting power of the 1 share of
Series A Preferred Stock described in footnote (2) to the
39,032,528 shares of the Common Stock outstanding on October 8,2019, as reported on the Issuer’s Form 10-Q filed on October8, 2019.
CHECK BOX IF
DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) ☐
6
CITIZENSHIP OR
PLACE OF ORGANIZATION
Canada
NUMBER
OF
7
SOLE VOTING
POWER
0 shares
SHARES
BENEFICIALLY
8
SHARED VOTING
POWER
18,800,000(2)
shares
OWNED
BY
EACH
9
SOLE DISPOSITIVE
POWER
0 shares
REPORTING
PERSON
WITH
10
SHARED DISPOSITIVE
POWER
18,800,000(2)
shares
11
AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,800,000(2)
shares
12
CHECK BOX IF THE
AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
☐
13
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
20.3%(3)
14
TYPE OF REPORTING
PERSON
CO
(1)
10036552 Canada
Inc. received the 18,600,000 shares of Common Stock from Daniel
Solomita in exchange for 100 shares of preferred stock in 10036552
Canada Inc.
(2)
Consists of 200,000
shares of Common Stock held directly by Daniel Solomita as well as
18,600,000 shares of the Common Stock held by 10036552 Canada Inc.
Daniel Solomita controls the voting of the 18,600,000 shares of
Common Stock held by 10036552 Canada Inc.
(3)
Denominator
calculated by adding the voting power of the 1 share of Series A
Preferred Stock which is equivalent to 53,688,981 shares to the
39,032,528 shares of the Common Stock outstanding on October 8,2019, as reported on the Issuer’s Form 10-Q filed on October8, 2019.
This
Amendment No. 1, dated November 27, 2019, (the “Amendment”) amends and supplements
the statement on Schedule 13D filed on November 3, 2015 (the
“Original Schedule
13D”) by Daniel Solomita (“Solomita”). This Amendment relates
to the common stock, par value $0.0001 per share (the
“Common Stock”),
of Loop Industries, Inc. (formerly known as First American Group
Inc.), a Nevada corporation (the “Issuer”), and amends the Original
Schedule 13D to, among other things, reflect (1) Solomita’s
purchase of an 1,600,000 additional shares of Common Stock from
certain stockholders of the Issuer, (2) the issuance of 1 share of
Series A Preferred Stock value $0.0001 per share, of the Issuer
(the “Series A Preferred
Stock”) with special voting rights to Solomita, (3)
Solomita’s transfer of 18,600,000 shares to 10036552 Canada
Inc. (together with Solomita, the “Reporting Persons”) and (4) the
settlement of 200,000 restricted stock units on October 15, 2019.
Capitalized terms not defined in this Amendment will have the
meanings from the Original Schedule 13D. This Amendment is filed by
the Reporting Persons pursuant to the Joint Filing Agreement, dated
November 27, 2019, as executed by the reporting persons listed on
the cover pages to this Amendment (Exhibit 99.1 to this
Amendment).
Item 1. SECURITY AND ISSUER.
Item 1
is deleted in its entirety and replaced with the following
text:
This
statement relates to shares of the common stock, par value $0.0001
per share, of Loop Industries, Inc., a Nevada corporation (the
“Issuer”). The
address of the principal executive offices of the Issuer
is 480 Fernand Poitras, Terrebonne, Quebec, Canada, J6Y
1Y4.
Item 2. IDENTITY AND BACKGROUND.
Item 2
is deleted in its entirety and replaced with the following
text:
Daniel
Solomita
(a)-(c)
Solomita’s
business address is 480 Fernand Poitras, Terrebonne, Quebec,
Canada, J6Y 1Y4. Solomita’s present principal
occupation or employment is as President and Chief Executive
Officer at Loop Industries, Inc., and the principal place of
business of such business is Terrebonne, Quebec,
Canada.
(d) -
(e)
During the last
five years, Solomita has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors)
nor has he been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding
violations with respect to such laws.
(f)
Solomita is a
citizen of Canada.
10036552
Canada Inc.
10036552 Canada
Inc. is a corporation organized in Quebec, Canada. Its principal
business is 480 Fernand Poitras, Terrebonne, Quebec, Canada, J6Y
1Y4, and the address of its principal office is Terrebonne, Quebec,
Canada.
(d) -
(e)
During
the last five years, 10036552 Canada Inc. has not been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors) nor has it been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree
or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws,
or finding violations with respect to such
laws.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER
CONSIDERATION.
Item 3
is deleted in its entirety and replaced with the following
text:
On June 29, 2015, the Issuer, formerly known as
“First American Group, Inc.”, entered into a Share
Exchange Agreement (the “Share Exchange
Agreement”), by and among
the Issuer, Loop Holdings, Inc., a Nevada corporation
(“Loop
Holdings”), and the
holders of common stock of Loop Holdings, which consisted of 40
stockholders. Under the terms and conditions of the Share Exchange
Agreement, the Issuer offered and sold 93,030,000 shares of
common stock of the Issuer in consideration for all the issued and
outstanding shares in Loop Holdings. Solomita was issued 68,000,000
of such 93,030,000 shares in the share exchange under the terms and
conditions of the Share Exchange Agreement (the
“Share
Exchange”). As a result
of the Share Exchange, Loop Holdings became a wholly-owned
subsidiary of Issuer and was subsequently merged with and into the
Issuer.
On
July 21, 2015, the Issuer filed, with the Secretary of State of the
State of Nevada, a Certificate of Change, effecting a one-for-four
(1:4) reverse split of the Issuer’s issued and outstanding
shares of Common Stock. The reverse split took effect on the OTCQB
on September 21, 2015. As a result of the reverse split,
Solomita’s 68,000,000 shares of Common Stock were reverse
split into 17,000,000 shares of common stock of the
Issuer.
Solomita signed
Share Purchase Agreements, dated October 27, 2015, with each of
Rocas Limited, Humber AG and Jackson Bennett LLC, to purchase
475,000 shares, 500,000 shares, and 625,000 shares, respectively,
of the Common Stock, for an aggregate purchase price of $160.00
USD. The source of funds used
in purchasing these shares was personal fund. These shares
transfers were delayed and were not settled until November 15,2016.
On
February 19, 2016, the Articles of Incorporation of the Issuer was
amended to authorize 1 share of Series A Preferred Stock and the
Issuer issued the 1 share of Series A Preferred Stock to Solomita
in consideration for him
agreeing to amend his Employment Agreement (as defined below) on
February 15, 2016 where he agreed not to terminate his employment
for five years. The Series A Preferred Stock has a voting power
equal to the number of votes calculated as follows:
n =
((Ct / 0.35) -
(Ct +
Cdp)) /
SAt
Where:
Ct =
The number of
shares of Common Stock (as defined below) outstanding and entitled
to vote;
Cdp=
The number of
shares of Common Stock outstanding and entitled to vote and held by
Daniel Solomita, our President and Chief Executive Officer, and his
permitted transferees; and
SAt=
The number of
shares of Series A Preferred Stock outstanding.
The
Series A Preferred Stock shall have other voting rights as set
forth in the Issuer’s Articles of Incorporation.
On May31, 2017, Solomita transferred 18,600,000 shares of common stock of
the Issuer to 10036552 Canada
Inc. in exchange for 100 shares of preferred stock in 10036552
Canada Inc.
On
October 15, 2019, 200,000 shares were issued to Solomita following
the settlement of 200,000 restricted stock units.
Item 4. PURPOSE OF TRANSACTION.
Item 4
is deleted in its entirety and replaced with the following
text:
Current
Holdings
Solomita acquired
the 68,000,000 shares of the Common Stock, as described in Item 3
herein, in the Share Exchange.
The
1,600,000 shares of Common Stock were acquired as part of a series
of transactions where certain stockholders of the Issuer, including
Solomita, acquired additional shares of Common Stock from, and
provided liquidity to, certain other stockholders of the
Issuer.
The 1
share of Series A Preferred Stock, as described in Item 3 herein,
was issued to Solomita in connection with and as consideration for
Solomita’s willingness and agreement to not resign from the
Issuer for a period of five years. As Solomita already had control
of the Issuer, the acquisition of the share was not intended for
acquiring control of Issuer but to maintain control over Issuer. He
retains a majority voting power with the super voting rights of the
Series A Preferred Stock for so long as he holds or controls (with
permitted transferees such as 10036552 Canada Inc.) at least 7.5%
of the issued and outstanding shares of the Common
Stock.
As
described in Item 3 herein, on May 31, 2017, Solomita transferred
18,600,000 shares of common stock of the Issuer to 10036552 Canada
Inc. in exchange for 100 shares of preferred stock in 10036552
Canada Inc.
As
described in Item 3 herein, on October 15, 2019, 200,000 shares
were issued to Solomita following the settlement of 200,000
restricted stock units.
Expected
Acquisitions
In addition, in connection with the Share
Exchange, Issuer and Solomita entered into an employment agreement
dated June 29, 2015 (the “Employment
Agreement”) whereby the
Issuer would grant to Solomita up to four bonus awards of 1,000,000
shares of the Common Stock each payable upon the achievement of a
certain milestone specified in the Employment Agreement (the
awards, the “Bonus Awards”). The Employment Agreement provided that
the Bonus Awards could be settled, at Solomita’s election, in
shares of Common Stock, in whole or in part, in the form of a
restricted stock grant with a future vesting date, or by warrant or
an option with no or a nominal exercise price.
The
first milestone under the Employment Agreement was achieved on
April 10, 2017 when the Issuer qualified to trade on the OTCQX.
Therefore, the Issuer recorded a stock-based compensation in the
period ending February 28, 2017on the 1,000,000 share of Common
Stock (the “Initial Bonus
Award”) that was considered to be earned although not
yet issued. Subsequently, the Issuer restated its financials for
the period ending February 28, 2017 to indicate the appropriate
fair value of the Initial Bonus Award would be $0.8 million.
Although the Initial Bonus Award was earned it was never issued as
Solomita had not made an election to the form by which the Initial
Bonus Award would be granted.
Subsequently, on
July 13, 2018, the Issuer and Solomita amended and restated the
Employment Agreement to retroactively adjust the structure of the
Bonus Awards as restricted stock units (the “Restated Agreement”). Pursuant to
the Restated Agreement, the Issuer would grant an aggregate of 4
million restricted stock units (“RSUs”) that would vest upon
certain milestones in increments of 1 million shares each, and the
RSUs that are vested will be settled on a yearly basis on the later
of (i) October 15 following the vesting date or (ii) the earlier of
(a) first date in which the trading window is open after the
vesting date and (b) the last trading day of the calendar year of
the vesting date. On June 27, 2018, the Board approved form of the
Restated Agreement and a springing grant of 4 million restricted
stock units pursuant to the Restated Agreement that became
effective on June 27, 2019, date of the Issuer’s following
Annual General Meeting of the shareholders, when the increase in
the shares reserved under the Issuer’s equity incentive plan
was approved and adopted by the shareholders of the Issuer. Because
the first milestone has been satisfied, 1 million RSUs vested
immediately, of which 200,000 were settled on October 15, 2019 and
each of the three anniversaries thereafter.
The
other three milestones are set forth below:
Milestone
Two: 1,000,000 shares of common stock shall be issued
to Mr. Solomita when Issuer executes a contract for a minimum
quantity of 25,000 M/T of PTA/EG or a PET;
Milestone
Three: 1,000,000 shares of common stock shall be issued
to Mr. Solomita when Issuer’s first full-scale production
facility is in commercial operation; and
Milestone
Four: 1,000,000 shares of common stock shall be issued
to Mr. Solomita when Issuer’s second full-scale
production facility is in
commercial operation.
On August 10, 2018, the Issuer filed registration
statement on Form S-3 to register, among other securities,
5,482,356 shares of Common Stock held by certain of Issuer’s
stockholders, which was declared effective on August 23, 2018 (the “Registration
Statement”). Out of the
5,482,356 shares registered, 300,000 were offered on behalf of
10036552 Canada Inc. but no such shares of Common Stock have been
sold to date under this Registration Statement.
On October 8, 2019, the Issuer filed registration
statement on Form S-3 to register 2,081,451 shares of Common Stock
held by certain of Issuer’s stockholders, which was declared
effective on October 21, 2019. Out of
the 2,081,451 shares registered, none were offered on behalf of
Solomita or 10036552 Canada Inc.
Other
Plans
Other
than as described in the foregoing section, neither Solomita nor
10036552 Canada Inc., to Solomita’s knowledge, has any
present plan or proposal which would relate to or result
in:
(a) The
acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An
extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c) A
sale or transfer of a material amount of assets of the issuer or
any of its subsidiaries;
(d) Any
change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the
board;
(e) Any
material change in the present capitalization or dividend policy of
the issuer;
(f) Any
other material change in the issuer’s business or corporate
structure, including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals to
make any changes in its investment policy for which a vote is
required by section 13 of the Investment Company Act of
1940;
(g)
Changes in the issuer’s charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h)
Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A
class of equity securities of the issuer becoming eligible for
termination of registration pursuant to section 12(g)(4) of the
Act; or
(j) Any
action similar to any of those enumerated above.
Solomita and
10036552 Canada Inc. may, at any time and from time to time, review
or reconsider his or its position and/or change his or its purpose
and/or formulate and adopt plans or proposals with respect thereto
subject to compliance with applicable regulatory
requirements.
Item
5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5
is deleted in its entirety and replaced with the following
text:
(a)
Name and Title of Beneficial Owner
Number of Outstanding Shares Beneficially Owned
Percentage of Outstanding Shares of Common Stock (1)
Daniel
Solomita
72,488,981
(2)
78.2%
10036552
Canada Inc.
18,800,000
20.3%
(1)
The percentage of
beneficial ownership is determined by using a denominator
calculated by adding the voting power of the 1 share of Series A
Preferred Stock which is equivalent to 53,688,981 shares to the
39,032,528 shares of the Common Stock outstanding on October 8,2019, as reported on the Issuer’s Form 10-Q filed on October8, 2019.
(2)
Consists of the
super voting power of the 1 share of Series A Preferred Stock and
the 18,800,000 shares of Common Stock held directly and indirectly
by Solomita. The Series A Preferred Stock has a voting power equal
to the number of votes calculated as follows:
n =
((Ct / 0.35) -
(Ct +
Cdp)) /
SAt
Where:
Ct =
The number of
shares of Common Stock (as defined below) outstanding and entitled
to vote;
Cdp=
The number of
shares of Common Stock outstanding and entitled to vote and held by
Daniel Solomita, our President and Chief Executive Officer, and his
permitted transferees; and
SAt=
The number of
shares of Series A Preferred Stock outstanding.
Each of the
Reporting Person’s responses to cover page Items 7 through 10
of this Amendment to Original Schedule 13D, including the footnotes
thereto, if any, are hereby incorporated by reference in this Item
5.
(c)
To the knowledge of
Solomita, no transactions in the class of securities reported have
been effected during the past 60 days by any person named in Item
5(a).
(d)
To the knowledge of
Solomita, no other person has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale
of, the securities of Issuer reported herein.
(e)
Inapplicable
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6
is deleted in its entirety and replaced with the following
text:
Except
as described elsewhere herein, to the knowledge of Solomita, there
are no contracts, arrangements, understandings or relationships
(legal or otherwise), including, but not limited to, transfer or
voting of any of the securities, finder’s fees, joint
ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding
of proxies, between the persons enumerated in Item 2, and any
other person, with respect to any securities of Issuer, including
any securities pledged or otherwise subject to a contingency the
occurrence of which would give another person voting power or
investment power over such securities other than standard default
and similar provisions contained in loan agreements.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7
is deleted in its entirety and replaced with the following
text:
Share Exchange
Agreement, dated June 29, 2015, by and among First American Group
Inc., Loop Holdings, Inc., and the stockholders of Loop Holdings,
Inc.
After reasonable
inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
