As
filed with the Securities and Exchange Commission on July 10, 2019
Registration No.
333-_____
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under The Securities Act of 1933
Loop Industries, Inc.
(Exact
name of Registrant as specified in its charter)
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Nevada
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27-2094706
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification Number)
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480 Fernand-Poitras Terrebonne, Québec, Canada J6Y
1Y4
(450) 951-8555
(Address of principal executive offices, including zip
code)
2017 Equity Incentive Plan
(Full
title of the plan)
Daniel Solomita
President and Chief Executive Officer
Loop Industries, Inc.
480 Fernand-Poitras
Terrebonne, Quebec, Canada, J6Y 1Y4
(450) 951-8555
(Name,
address and telephone number, including area code, of agent for
service)
Copies to:
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Martin J. Waters, Esq.
Megan J. Baier, Esq.
Wilson Sonsini Goodrich & Rosati, P.C.
1301 Avenue of the Americas
New York, NY 10019
(212) 999-5800
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Nelson Gentiletti
Chief Financial Officer
Loop Industries, Inc.
480 Fernand-Poitras
Terrebonne, Quebec, Canada, J6Y 1Y4
(450) 951-8555
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Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of "large accelerated
filer," "accelerated filer", "smaller reporting company" and
"emerging growth company" in Rule 12b-2 of the Exchange
Act.
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer (Do not check if a smaller reporting
company)
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☐
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If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be
Registered
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Amount to be
Registered(1)
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Proposed MaximumAggregate Offering Price Per Share
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Maximum Aggregate Offering Price
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Amount of Registration Fee
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Common Stock,
$0.0001 par value per share, reserved for issuance pursuant to the
2017 Equity Incentive Plan(2)
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2,000,000
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$10.91
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$21,820,000(3)
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$2,644.58
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TOTAL:
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2,000,000
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$21,820,000(3)
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$2,644.58
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(1)
Pursuant to Rule
416(a) of the Securities Act of 1933, as amended (the
“Securities
Act”), this Registration Statement shall also cover
any additional shares of the Registrant’s common stock that
become issuable under the employee benefit plans described herein
by reason of any stock dividend, stock split, recapitalization or
other similar transaction effected without receipt of consideration
that increases the number of the Registrant’s outstanding
shares of common stock.
(2)
Represents an
automatic annual increase of 1,500,000 shares of the
Registrant’s common stock reserved for issuance under the
2017 Plan on March 1, 2019, which annual increase is provided for
in the 2017 Plan, as well as an increase to the number of shares of
the Registrant’s common stock reserved for issuance under the
2017 Plan by 500,000 shares approved by the board of directors of
the Company on May 10, 2019 and by a vote of the stockholders on
June 27, 2019.
(3)
Estimated in
accordance with Rules 457(c) and (h) of the Securities Act
solely for the purpose of calculating the registration fee on the
basis of $10.91 per share, which represents the average of the high
and low sale prices of the Registrant’s common stock as
reported on the Nasdaq Stock Market on July 2, 2019.
REGISTRATION OF ADDITIONAL SECURITIES PURSUANT TO GENERAL
INSTRUCTION E
This
Registration Statement on Form S-8 (the “Registration Statement”) registers
additional shares of common stock of Loop Industries, Inc. (the
“Registrant” or
the “Company”)
under the 2017 Equity Incentive Plan (the “2017 Plan”). The number of shares
of the Registrant’s common stock available for grant and
issuance under the 2017 Plan is subject to an annual increase on
the first day of each fiscal year beginning in fiscal year 2019, by
an amount equal to the lesser of (i) 1,500,000 Shares, (ii) five
percent (5%) of the outstanding shares on the last day of the
immediately preceding Fiscal Year, or (iii) such number of shares
determined by the Administrator (as defined in the 2017
Plan).
On
March 1, 2019, the number of shares of the Registrant’s
common stock available for grant and issuance under the 2017 Plan
increased by 1,500,000 shares. This Registration Statement
registers such additional shares of the Registrant’s common
stock, which were available for grant and issuance under the 2017
Plan as of March 1, 2019.
This
Registration Statement also registers 500,000 additional shares of
the Registrant’s common stock approved by the board of
directors of the Company on May 10, 2019 and by a vote of the
stockholders on June 27, 2019.
Accordingly, the
contents of the previous Registration Statement on Form S-8
filed with the Securities and Exchange Commission (the
“Commission”) on
September 1, 2017 (File No. 333-220323) (the
“Prior Registration
Statement”) is incorporated by reference into this
Registration Statement pursuant to General Instruction E of
Form S-8.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item
3. Incorporation of Documents by Reference.
In
addition to the Prior Registration Statement, the Registrant hereby
incorporates by reference into this Registration Statement the
following documents previously filed with the
Commission:
(1) The
Registrant’s Annual Report on Form 10-K (File No. 000-54768)
for the fiscal year ended February 28, 2019, filed with the
Commission on May 8, 2019 (the “Annual Report”);
(2) The
Registrant’s Quarterly Report on Form 10-Q (File No.
001-38301) for the fiscal quarter ended May 31, 2019, filed with
the Commission on July 8, 2019 (the “Quarterly Report”)
(3) The
Registrant’s Current Reports on Form 8-K filed with the
Commission on June 14, 2019 and July
1, 2019; and
(4) The description of
the Registrant’s common stock contained in the
Company’s Registration Statement on Form 8-A (File No.
000-54768) filed with the Commission on July 17, 2012, including
any amendment or report filed for the purpose of updating such
description.
All
documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act on or after the date of
this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement that
indicates all securities offered have been sold or that deregisters
all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be
part hereof from the date of filing of such documents; provided, however, that documents or information
deemed to have been furnished and not filed in accordance with the
rules of the Commission shall not be deemed incorporated by
reference into this Registration Statement. Any statement contained
in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for
purposes of this Registration Statement to the extent that a
statement contained herein or in any subsequently filed document
which also is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration
Statement.
Item
8. Exhibits.
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Incorporated by Reference
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Exhibit Number
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Description of Exhibit
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Form
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File No.
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Exhibit Number
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Filing Date
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Articles
of Incorporation, as amended to date
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10-K
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000-54768
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3.1
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5/30/2017
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By-laws,
as amended to date
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8-K
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000-54768
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3.1
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4/10/2018
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Loop
Industries, Inc. 2017 Equity Incentive Plan, and form of agreements
thereunder
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10-Q
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000-54768
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4.3
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10/11/2017
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Opinion
of Ballard Spahr LLP
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Consent
of PricewaterhouseCoopers LLP
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Consent
of Weinberg & Company, P.A.
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Consent
of Ballard Spahr LLP (contained in Exhibit 5.1 hereto)
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24.1
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Power
of Attorney (included in the signature page to this Registration
Statement)
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* Filed herewith.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, as amended, the
registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of
Terrebonne, Province of Quebec, Canada on the 10th day of July,
2019.
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LOOP INDUSTRIES, INC.
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By:
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/s/
Daniel
Solomita
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Daniel
Solomita |
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President
and Chief Executive Officer |
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POWER OF ATTORNEY
KNOW
ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Daniel Solomita,
Nelson Gentiletti and Michel Megelas, and each of them, as his or
her true and lawful attorney-in-fact and agent with full power of
substitution, for him or her in any and all capacities, to sign any
and all amendments to this registration statement on Form S-8
(including post-effective amendments) of Loop Industries, Inc., and
to file the same, with all exhibits thereto and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact, proxy and agent full power and
authority to do and perform each and every act and thing requisite
and necessary to be done in connection therewith, as fully for all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact, proxy and
agent, or his substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration
statement on Form S-8 has been signed by the following persons in
the capacities and on the dates indicated.
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Signature
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Title
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Date
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/s/ Daniel
Solomita
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Chief
Executive Officer, President and Director (principal executive
officer) |
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July
10, 2019
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| Daniel
Solomita |
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/s/ Nelson
Gentiletti
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Chief
Financial Officer and Treasurer (principal accounting officer and
principal financial officer)
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July
10, 2019 |
| Nelson
Gentiletti |
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/s/ Laurence
Sellyn
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Director |
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July
10, 2019 |
| Laurence
Sellyn |
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/s/ Jay
Stubina
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Director
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July
10, 2019
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Jay
Stubina
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/s/ Sidney
Horn
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Director
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July
10, 2019
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Sidney
Horn
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/s/ Andrew
Lapham
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Director
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July
10, 2019
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Andrew
Lapham
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