CUSIP No. 54352F107 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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Jon
Niermann |
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2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): WC (See Item 3) |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ |
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6. |
Citizenship
or Place of Organization: United States |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
7,373,737*
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Owned
by |
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Each
Reporting |
9.
Sole Dispositive Power: |
0 |
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Person
With |
10.
Shared Dispositive Power: |
7,373,737*
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
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7,373,737*
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 12.9%* |
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14. |
Type
of Reporting Person (See Instructions): IN |
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*As
of the date hereof, Jon Niermann (“Mr. Niermann”) may be deemed to beneficially own an aggregate of 7,373,737 shares
of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”),
reported as follows: (i) 707,070 shares of Common Stock underlying a stock option held directly by Mr. Niermann; and (ii) 6,666,667 shares
of Common Stock held directly by Pioneer Productions, LLC (“Pioneer”), where Mr. Niermann is the Sole Member. Excludes
416,667 shares of Common Stock underlying a stock option that is not exercisable within 60 days of the date hereof and 350,000 shares
of Common Stock underlying unvested restricted stock units held by Mr. Niermann. As a result of the foregoing, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, Mr. Niermann may be deemed to beneficially own 7,373,737 shares of Common Stock
of the Issuer, representing 12.9% 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 56,381,209 shares of Common Stock issued and outstanding as of the Filing
Date, based on information received from the Issuer and other public information. The number of shares of Common Stock issued and outstanding
reflects the Issuer’s one-for-three reverse stock split effected on September 20, 2022.
CUSIP
No. 54352F107 |
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1. |
Names
of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): |
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Pioneer
Productions, LLC |
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2. |
Check
the Appropriate Box if a Member of a Group |
(a)
☐ |
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(b)
☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): WC (See Item 3) |
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5. |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐ |
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6. |
Citizenship
or Place of Organization: Nevada |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
6,666,667*
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Owned
by |
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Each
Reporting |
9.
Sole Dispositive Power: |
0 |
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Person
With |
10.
Shared Dispositive Power: |
6,666,667*
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: |
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6,666,667*
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 11.8%* |
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14. |
Type
of Reporting Person (See Instructions): OO |
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*
As of the date hereof, Pioneer Productions, LLC (“Pioneer”) directly owns 6,666,667 shares of Common Stock, par value
$0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”), representing 11.8%
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 56,381,209 shares of Common Stock issued and outstanding as of the Filing
Date, based on information received from the Issuer and other public information. The number of shares of Common Stock issued and outstanding
reflects the Issuer’s one-for-three reverse stock split effected on September 20, 2022.
Explanatory
Note
This
Amendment No. 1 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on November 30, 2021 (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
3. |
Source
and Amount of Funds or Other Consideration |
Item
3 of the Schedule 13D is supplemented to add the following:
On
September 22, 2022, the Issuer granted Mr. Niermann a stock option to purchase 707,070 shares of Common Stock for no consideration (the
“September 2022 Option”). The September 2022 Option fully vested on September 22, 2022. The September 2022 Option
is exercisable at $4.95 per share and expires on September 22, 2032.
On
September 22, 2022, the Issuer granted Mr. Niermann 350,000 restricted stock units for no consideration (the “September Restricted
Stock Units”). The September Restricted Stock Units vest as to 25% on September 22, 2023, with the remainder to vest thereafter
in equal quarterly installments over the following three-year period, commencing on the three-month anniversary of September 22, 2023.
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 this Schedule 13D and the information set forth in or incorporated
by reference in Item 2, Item 3 and Item 6 of this Schedule 13D is hereby incorporated by reference in its entirety into this Item 5.
As
of the date hereof, Mr. Niermann, may be deemed to beneficially own an aggregate of 7,373,737 shares of Common Stock, reported as follows:
(i) 707,070 shares of Common Stock underlying a stock option held directly by Mr. Niermann and (ii) 6,666,667 shares of Common Stock
held directly by Pioneer. Excludes 416,667 shares of Common Stock underlying a stock option that is not exercisable within 60 days of
the date hereof and 350,000 shares of Common Stock underlying unvested restricted stock units held by Mr. Niermann. As a result of the
foregoing, for purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Mr. Niermann may be deemed to beneficially
own 7,373,737 shares of Common Stock of the Issuer, representing 12.9% 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 56,381,209 shares of Common Stock issued and outstanding as of the date
hereof, based on information received from the Issuer and other public information. The number of shares of Common Stock issued and outstanding
reflects the Issuer’s one-for-three reverse stock split effected on September 20, 2022.
Except
as described herein, during the past 60 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
6. |
Contracts,
Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item
6 of the Schedule 13D is supplemented to add the following:
The
information set forth in Items 3, 4 and 5 of this Statement is incorporated herein by reference.
On
September 26, 2022, the Issuer closed an underwritten public offering of 2,400,000 shares of Common Stock (the “Uplist”).
In connection with the Uplist, the Reporting Persons entered into a lock-up agreement, pursuant to which the Reporting Persons agreed,
subject to certain exceptions, not to offer for sale, issue, sell, contract to sell, pledge or otherwise dispose of any of the Issuer’s
Common Stock or securities convertible into Common Stock for a period of 90 days commencing on the date of the final prospectus.
The
foregoing description of the lock-up agreement is a summary only and is qualified in its entirety by the actual terms of the lock-up
agreement, which is incorporated herein by reference. See Item 7 “Material to be Filed as Exhibits.”
Item
7. |
Material
to be Filed as Exhibits |
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The
following exhibit is incorporated into this Schedule 13D: |
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:
October 6, 2022
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By: |
/s/
Joanne Lytle |
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Joanne
Lytle, Attorney-in-Fact for Jon Niermann |
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PIONEER
PRODUCTIONS, LLC |
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By: |
Jon
Niermann, its Sole Member |
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By: |
/s/
Joanne Lytle |
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Name:
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Joanne
Lytle |
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Title: |
Attorney-in-Fact
for Jon Niermann, Sole Member |
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).