Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Loop Media, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
54352F107
(CUSIP Number)
Bruce A. Cassidy
C/o Loop Media, Inc.
700 N. Central Ave., Suite 430
Glendale, CA 91203
(213) 436-2100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
September 12, 2022
(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-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 § 240.13d-7 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 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 the 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).
| CUSIP No. | 54352F107 | ||
| 1. | Names of Reporting Persons. | ||
| I.R.S. Identification Nos. of above persons (entities only): | |||
| Bruce A. Cassidy, Sr. | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | ||
| (a) ☐ | |||
| (b) ☐ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions): AF | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ | ||
| 6. | Citizenship or Place of Organization: United States | ||
| Number of | 7. Sole Voting Power: | 0 | ||
| Shares Beneficially | 8. Shared Voting Power: | 26,659,389* | ||
| Owned by | ||||
| Each Reporting | 9. Sole Dispositive Power: | 0 | ||
| Person With | 10. Shared Dispositive Power: | 26,659,389* |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 26,659,389* | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| (See Instructions): ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11): 17.2% | |
| 14. | Type of Reporting Person (See Instructions): IN | |
*As of the date hereof, Bruce A. Cassidy (“Mr. Cassidy”) may be deemed to beneficially own an aggregate of 26,659,389 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”), reported as follows: (i) 10,985,641 shares of Common Stock and a warrant to purchase up to 68,182 shares of Common Stock currently exercisable at $2.75 per share, held directly by Bruce A. Cassidy 2013 Irrevocable Trust (the “Cassidy Trust”) where Mr. Cassidy is the Grantor; (ii) 6,074,307 shares of Common Stock, a warrant to purchase up to 36,364 shares of Common Stock currently exercisable at $2.75 per share, a warrant to purchase up to 36,364 shares of Common Stock currently exercisable at $2.75 per share, a warrant to purchase up to 72,727 shares of Common Stock currently exercisable at $2.75 per share, a warrant to purchase up to 320,000 shares of Common Stock currently exercisable at $2.75 per share, and a warrant to purchase up to 849,137 shares of Common Stock currently exercisable at $1.75 per share, held directly by Excel Family Partners LLLP (“Excel”) where Mr. Cassidy is the Manager of Excel’s sole general partner; and (iii) 7,800,000 shares of Common Stock and a warrant to purchase up to 416,667 shares of Common Stock currently exercisable for $0.75 per share, held directly by Eagle Investment Group, LLC where Mr. Cassidy is the Manager. The reported ownership excludes certain convertible promissory notes held by the Cassidy Trust and Excel. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Cassidy may be deemed to beneficially own 26,659,389 shares of Common Stock of the Issuer, representing 17.2% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The foregoing beneficial ownership percentage is based upon 153,539,596 shares of Common Stock issued and outstanding as of the date hereof, based on information received from the Issuer and other public information.
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| CUSIP No. | 54352F107 | ||
| 1. | Names of Reporting Persons. | ||
| I.R.S. Identification Nos. of above persons (entities only): | |||
| Bruce A. Cassidy 2013 Irrevocable Trust | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | ||
| (a) ☐ | |||
| (b) ☐ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions): WC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ | ||
| 6. | Citizenship or Place of Organization: Ohio | ||
| Number of | 7. Sole Voting Power: | 0 | ||
| Shares Beneficially | 8. Shared Voting Power: | 11,053,823* | ||
| Owned by | ||||
| Each Reporting | 9. Sole Dispositive Power: | 0 | ||
| Person With | 10. Shared Dispositive Power: | 11,053,823* |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 11,053,823* | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| (See Instructions): ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11): 7.2% | |
| 14. | Type of Reporting Person (See Instructions): OO | |
*As of the date hereof, Bruce A. Cassidy 2013 Irrevocable Trust (the “Cassidy Trust”) may be deemed to beneficially own an aggregate of 11,053,823 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”), reported as follows: 10,985,641 shares of Common Stock and a warrant to purchase up to 68,182 shares of Common Stock currently exercisable at $2.75 per share, held directly by the Cassidy Trust. The reported ownership excludes certain convertible promissory notes held by the Cassidy Trust. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the Cassidy Trust may be deemed to beneficially own 11,053,823 shares of Common Stock of the Issuer, representing 7.2% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The foregoing beneficial ownership percentage is based upon 153,539,596 shares of Common Stock issued and outstanding as of the date hereof, based on information received from the Issuer and other public information.
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| CUSIP No. | 54352F107 | ||
| 1. | Names of Reporting Persons. | ||
| I.R.S. Identification Nos. of above persons (entities only): | |||
| Eagle Investment Group, LLC | |||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | ||
| (a) ☐ | |||
| (b) ☐ | |||
| 3. | SEC Use Only | ||
| 4. | Source of Funds (See Instructions): WC | ||
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ | ||
| 6. | Citizenship or Place of Organization: Florida | ||
| Number of | 7. Sole Voting Power: | 0 | ||
| Shares Beneficially | 8. Shared Voting Power: | 8,216,667* | ||
| Owned by | ||||
| Each Reporting | 9. Sole Dispositive Power: | 0 | ||
| Person With | 10. Shared Dispositive Power: | 8,216,667* | ||
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person: 8,216,667* | |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares | |
| (See Instructions): ☐ | ||
| 13. | Percent of Class Represented by Amount in Row (11): 5.3% | |
| 14. | Type of Reporting Person (See Instructions): OO | |
*As of the date hereof, Eagle Investment Group, LLC (“Eagle”) may be deemed to beneficially own an aggregate of 8,216,667 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”), reported as follows: 7,800,000 shares of Common Stock and a warrant to purchase up to 416,667 shares of Common Stock currently exercisable at $0.75 per share, held directly by Eagle. As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Eagle may be deemed to beneficially own 8,216,667 shares of Common Stock of the Issuer, representing 5.3% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The foregoing beneficial ownership percentage is based upon 153,539,596 shares of Common Stock issued and outstanding as of the date hereof, based on information received from the Issuer and other public information.
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Explanatory Note
This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on November 30, 2021, and Amendment No. 1 thereto filed on April 21, 2022 (together, the “Schedule 13D”). Except as set forth below, the Schedule 13D remains in effect, and capitalized terms used herein but not defined herein have such respective meanings as defined in the Schedule 13D. The information set forth in response to each separate Item below shall be deemed to be a response to all Items where such information is relevant.
| Item 2. | Identity and Background |
Item 2 of the Schedule 13D is amended and restated as follows:
This statement is being filed on behalf of Bruce A. Cassidy (“Mr. Cassidy”), Bruce A. Cassidy 2013 Irrevocable Trust (the “Cassidy Trust”) and Eagle Investment Group, LLC (“Eagle” and, collectively with Mr. Cassidy and the Cassidy Trust, the “Reporting Persons”).
Mr. Cassidy is (i) a member of the Board of Directors of the Issuer (ii) the Grantor of the Trust, (iii) the Manager of the sole general partner of Excel Family Partners LLLP (“Excel”) and (iv) the Manager of Eagle. Mr. Cassidy, directly and/or indirectly, possesses the sole power to vote and the sole power to direct the disposition of all of the securities of the Issuer held directly by himself and each of the Cassidy Trust, Excel and Eagle.
The address of the principal business office of Mr. Cassidy is c/o Loop Media, Inc. 700 N. Central Ave., Suite 430, Glendale, California 91203. The address of the principal business office of the Cassidy Trust is 103 Plaza Drive, Suite B, St. Clairsville, Ohio 43950. The address of the principal business office of Eagle is 1258 North Palm Ave, Sarasota, Florida 34236.
The principal business of Mr. Cassidy is to serve on the board of directors of companies operating in the technology and media industry. The principal business of the Cassidy Trust is engaging in the purchase and sale of securities for investment with the objective of capital appreciation for its beneficiaries. The principal business of Eagle is engaging in the purchase and sale of securities for investment with the objective of capital appreciation for its members.
During the last five years, the Reporting Persons have not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
None of the Reporting Persons has been, during the last five years, 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 any violation with respect to such laws.
Mr. Cassidy is a citizen of the United States. The Cassidy Trust is a trust formed under the laws of the State of Ohio. Eagle is a limited liability partnership organized under the laws of the State of Florida.
| Item 3. | Source and Amount of Funds or Other Consideration |
Item 3 of the Schedule 13D is supplemented to add the following:
On April 25, 2022, pursuant to a Non-Revolving Line of Credit Loan Agreement, dated April 25, 2022, by and among the Issuer and Excel (the “April 2022 Loan Agreement”), Excel acquired a warrant to purchase an aggregate of 1,149,425 shares of Common Stock as coverage for fifty percent of the principal for a note issued under the April 2022 Loan Agreement (the “April 2022 Warrant”). The aggregate principal of the note was $4,022,986. The April 2022 Warrant is immediately exercisable at $1.75 per share and expires on April 25, 2025. The foregoing is a summary of the April 2022 Loan Agreement and the April 2022 Warrant only and is qualified in its entirety by the actual terms thereof, which are incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”
On June 1, 2021, (i) the Cassidy Trust received 8,217 shares of Common Stock for no additional consideration as payment-in-kind interest payments on a promissory note issued in favor of the Cassidy Trust and (ii) Excel received 17,529 shares of Common Stock for no additional consideration as payment-in-kind interest payments on promissory notes issued in favor of Excel.
On July 29, 2022, in connection with a subordination agreement delivered to the Issuer’s senior lender by Excel, Eagle acquired a warrant to purchase an aggregate of 574,712 shares of Common Stock (the “July 2022 Warrant”) as coverage for twenty-five percent of the principal amount of a subordinated note issued to the Issuer in favor of Excel. The aggregate principal of the note was $4,022,986. The July 2022 Warrant is immediately exercisable at $1.75 per share and expires on July 29, 2025.
On August 12, 2022, (i) Excel transferred 300,288 warrant shares underlying the April 2022 Warrant to Eagle for $318,649 in aggregate consideration, (ii) Eagle gifted 1,000,000 warrant shares underlying the March 2020 Warrant to an individual, and (iii) Eagle gifted 390,000 warrant shares underlying the July 2022 Warrant to an individual.
On September 12, 2022, Eagle gifted (i) 1,250,000 warrant shares underlying the March 2020 Warrant to an individual, (ii) 184,712 warrant shares underlying the July 2022 Warrant to an individual and (iii) 300,288 warrant shares underlying the April 2022 Warrant to an individual.
| Item 5. | Interest in Securities of the Issuer |
Item 5 of the Schedule 13D is amended and restated as follows:
The information contained in rows 7, 8, 9, 10, 11 and 13 of the cover page of the Schedule 13D and the information set forth in or incorporated by reference in Item 2, Item 3 and Item 6 of the Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
As of the date hereof, Mr. Cassidy may be deemed to beneficially own an aggregate of 26,659,389 shares of Common Stock of the Issuer, reported as follows: (i) 10,985,641 shares of Common Stock and 68,182 shares of Common Stock underlying the December 2020 Warrant, held directly by the Cassidy Trust, where Mr. Cassidy is the Grantor (ii) 6,074,307 shares of Common Stock, 36,364 shares of Common Stock underlying the May 2021 Warrant, 36,364 shares of Common Stock underlying the June 2021 Warrant, 72,727 shares of Common Stock underlying the April 2021 Warrant, and 320,000 shares of Common Stock underlying the September 2021 Warrant, and, 849,137 shares of Common Stock underlying the April 2022 Warrant held directly by Excel where Mr. Cassidy is the Manager of Excel’s sole general partner; and (iii) 7,800,000 shares of Common Stock and 416,667 shares of Common Stock underlying the March 2020 Warrant, held directly by Eagle where Mr. Cassidy is the Manager. The reported ownership excludes certain convertible promissory notes issued pursuant to each of the December 2020 NWPA, April 2021 NWPA, May 2021 NWPA and June 2021 NWPA, which promissory notes are held by the Cassidy Trust and Excel.
| -5- |
As a result of the foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Cassidy may be deemed to beneficially own 26,659,389 shares of Common Stock of the Issuer, representing 17.2% of the shares of Common Stock of the Issuer deemed issued and outstanding as of the date hereof.
The foregoing beneficial ownership percentage is based upon 153,539,596 shares of Common Stock issued and outstanding as of the date hereof, based on information received from the Issuer and other public information.
Except as described herein, during the past sixty days, there were no other purchases or sales of shares of Common Stock, or securities convertible into or exchangeable for shares of Common Stock, by the Reporting Persons or any person or entity for which the Reporting Persons possess voting or dispositive control over the securities thereof.
| Item 7. | Material to be Filed as Exhibits |
The following exhibit is incorporated into this Schedule 13D:
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Signature
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.
Dated: September 20, 2022
| By: | /s/ Joanne Lytle | |
| Joanne Lytle, Attorney-in-Fact for Bruce A. Cassidy, Sr. | ||
| BRUCE A. CASSIDY 2013 IRREVOCABLE TRUST | ||
| By: | The Preferred Legacy Trust Company, its Trustee | |
| By: | /s/ Tiffany Rockstroh | |
| Name: | Tiffany Rockstroh | |
| Title: | Executive Vice President | |
| EAGLE INVESTMENT GROUP, LLC | ||
| By: | /s/ Joanne Lytle, Attorney-in-Fact for Bruce A. Cassidy, Sr., Manager | |
| Name: | Joanne Lytle | |
| Title: | Attorney-in-Fact for Bruce A. Cassidy, Sr., Manager | |
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
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