CUSIP
No. |
54352F107 |
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only): |
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Bruce
A. Cassidy, Sr. |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
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(a) ☐ |
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(b) ☐ |
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3. |
SEC
Use Only |
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4. |
Source
of Funds (See Instructions): AF |
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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: |
9,980,716* |
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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: |
9,980,716* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 9,980,716* |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
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(See
Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 17.5% |
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14. |
Type
of Reporting Person (See Instructions): IN |
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*As
of the date hereof, Bruce A. Cassidy (“Mr. Cassidy”) may be deemed to beneficially own an aggregate of 9,980,716 shares
of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”),
reported as follows: (i) 3,866,526 shares of Common Stock, a warrant to purchase up to 22,727 shares of Common Stock currently exercisable
at $8.25 per share, held directly by the Cassidy 2013 Irrevocable Trust (the “Cassidy Trust”) where Mr. Cassidy
is the Grantor; (ii) 2,914,373 shares of Common Stock, a warrant to purchase up to 12,122 shares of Common Stock currently exercisable
at $8.25 per share, a warrant to purchase up to 12,122 shares of Common Stock currently exercisable at $8.25 per share,
a warrant to purchase up to 24,243 shares of Common Stock currently exercisable at $8.25 per share, a warrant to purchase up to
106,667 shares of Common Stock currently exercisable at $8.25 per share, and a warrant to purchase up to 283,046 shares of Common
Stock currently exercisable at $5.25 per share, held directly by Excel Family Partners LLLP (“Excel”) where
Mr. Cassidy is the Manager of Excel’s sole general partner; and (iii) 2,600,000 shares of Common Stock and a warrant to purchase
up to 138,890 shares of Common Stock currently exercisable for $2.25 per share, held directly by Eagle Investment Group, LLC where
Mr. Cassidy is the Manager. 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 9,980,716 shares of Common Stock of the Issuer, representing 17.5% 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.
CUSIP
No. |
54352F107 |
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only): |
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Bruce
A. Cassidy 2013 Irrevocable Trust |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
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(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 |
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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: Ohio |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
3,889,253* |
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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: |
3,889,253* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 3,889,253* |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
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(See
Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 6.9% |
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14. |
Type
of Reporting Person (See Instructions): OO |
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*As
of the date hereof, Bruce A. Cassidy 2013 Irrevocable Trust (the “Cassidy Trust”) may be deemed to beneficially own
an aggregate of 3,889,253 shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media,
Inc. (the “Issuer”), reported as follows: 3,866,526 shares of Common Stock and a warrant to purchase up to 22,727
shares of Common Stock currently exercisable at $8.25 per share, held directly 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
3,889,253 shares of Common Stock of the Issuer, representing 6.9% 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.
CUSIP
No. |
54352F107 |
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only): |
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Eagle
Investment Group, LLC |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
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(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 |
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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: Florida |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
2,738,890* |
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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: |
2,738,890* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 2,738,890* |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
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(See
Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 4.8% |
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14. |
Type
of Reporting Person (See Instructions): OO |
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*As
of the date hereof, Eagle Investment Group, LLC (“Eagle”) may be deemed to beneficially own an aggregate of 2,738,890
shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”),
reported as follows: 2,600,000 shares of Common Stock and a warrant to purchase up to 138,890 shares of Common Stock currently exercisable
at $2.25 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 2,738,890 shares of Common Stock of the Issuer, representing 4.8% 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 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.
CUSIP
No. |
54352F107 |
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1. |
Names
of Reporting Persons. |
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I.R.S.
Identification Nos. of above persons (entities only): |
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Excel
Family Partners LLLP |
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2. |
Check
the Appropriate Box if a Member of a Group (See Instructions): |
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(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 |
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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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|
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6. |
Citizenship
or Place of Organization: Florida |
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Number
of |
7.
Sole Voting Power: |
0 |
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Shares
Beneficially |
8.
Shared Voting Power: |
3,352,568* |
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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: |
3,352,568* |
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11. |
Aggregate
Amount Beneficially Owned by Each Reporting Person: 3,352,568* |
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12. |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares |
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(See
Instructions): ☐ |
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13. |
Percent
of Class Represented by Amount in Row (11): 5.9% |
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14. |
Type
of Reporting Person (See Instructions): PN |
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*As
of the date hereof, Excel Family Partners LLLP (“Excel”) may be deemed to beneficially own an aggregate of 3,352,568
shares of Common Stock, par value $0.0001 per share (the “Common Stock”), of Loop Media, Inc. (the “Issuer”),
reported as follows: 2,914,373 shares of Common Stock, a warrant to purchase up to 12,122 shares of Common Stock currently exercisable
at $8.25 per share, a warrant to purchase up to 12,122 shares of Common Stock currently exercisable at $8.25 per share,
a warrant to purchase up to 24,243 shares of Common Stock currently exercisable at $8.25 per share, a warrant to purchase up to
106,667 shares of Common Stock currently exercisable at $8.25 per share, and a warrant to purchase up to 283,046 shares of Common
Stock currently exercisable at $5.25 per share, held directly by Excel. As a result of the foregoing, for purposes of Rule 13d-3
under the Securities Exchange Act of 1934, as amended, Excel may be deemed to beneficially own 3,352,568 shares of Common Stock
of the Issuer, representing 5.9% 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.
Explanatory
Note
This
Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed with the Securities and Exchange
Commission (the “SEC”) on November 30, 2021, Amendment No. 1 thereto filed on April 21, 2022, and Amendment No. 2
thereto filed on September 20, 2022 (collectively, 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”), Eagle Investment Group, LLC (“Eagle”), and Excel
Family Partners LLLP (“Excel” and, collectively with Mr. Cassidy, the Cassidy Trust and Eagle, the
“Reporting Persons”).
Mr. Cassidy,
in his capacity as (i) a member of the Board of Directors of the Issuer (ii) the Grantor of the Cassidy Trust, (iii) the Manager of Eagle
and (iv) the Manager of the sole general partner of Excel, 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 address of the principal
business office of Excel is 103 Plaza Drive, Suite B, St. Clairsville, Ohio 43950.
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 and Excel is engaging in the purchase and
sale of securities for investment with the objective of capital appreciation for its members. The principal business of Excel is engaging
in the purchase and sale of securities for family investments.
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 company organized under the laws of the State of Florida. Excel is a limited liability limited 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
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 Issuer issued 204,646 shares of Common Stock to Cassidy Trust as a result of the automatic conversion
of the secured convertible promissory note received pursuant to the December 2020 NWPA. The outstanding principal amount of $818,584.51
was converted to shares of Common Stock at $4.00 per share.
In
connection with the Uplist, the Issuer issued 215,194 shares of Common Stock to Excel as a result of the automatic conversion of the
secured convertible promissory note received pursuant to the April 2021 NWPA. The outstanding principal amount of $860,779.60 was converted
to shares of Common Stock at $4.00 per share.
In
connection with the Uplist, the Issuer issued 107,643 shares of Common Stock to Excel in as a result of the automatic conversion of the
secured convertible promissory note received pursuant to the May 2021 NWPA. The outstanding principal amount of $430,575.35 was converted
to shares of Common Stock at $4.00 per share.
In
connection with the Uplist, the Issuer issued 106,767 shares of Common Stock to Excel as a result of the automatic conversion of the
secured convertible promissory note received pursuant the June 2021 NWPA. The outstanding principal amount of $427,068.50 was converted
to shares of Common Stock at $4.00 per share.
In
the Uplist, Excel purchased 460,000 shares of Common Stock at $5.00 per share for an aggregate purchase price of $2,300,000. The shares
of Common Stock were purchased with investment capital.
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 9,980,716 shares of Common Stock of the Issuer, reported
as follows: (i) 3,866,526 shares of Common Stock and 22,727 shares of Common Stock underlying the December 2020 Warrant, held directly
by the Cassidy Trust, where Mr. Cassidy is the Grantor (ii) 2,914,373 shares of Common Stock, 12,122 shares of Common Stock underlying
the May 2021 Warrant, 12,122 shares of Common Stock underlying the June 2021 Warrant, 24,243 shares of Common Stock underlying the April
2021 Warrant, 106,667 shares of Common Stock underlying the September 2021 Warrant, and, 283,046 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) 2,600,000
shares of Common Stock and 138,890 shares of Common Stock underlying the March 2020 Warrant, held directly by Eagle, where Mr. Cassidy
is the Manager.
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 9,980,716 shares of Common Stock of the Issuer, representing 17.5% 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 issued and outstanding reflects
the Issuer’s one-for-three reverse stock split effected on September 20, 2022.
Except
as described herein, since the last Schedule 13D/A filed by the Reporting Persons, 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:
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 Issuer’s 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 |
The
following exhibits are 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
|
By: |
/s/
Joanne Lytle |
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Joanne
Lytle, Attorney-in-Fact for Bruce A. Cassidy, Sr. |
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BRUCE
A. CASSIDY 2013 IRREVOCABLE TRUST |
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By:
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The
Preferred Legacy Trust Company, its Trustee |
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By: |
/s/
Tiffany Rockstroh |
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Name:
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Tiffany
Rockstroh |
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Title: |
Executive
Vice President |
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EAGLE
INVESTMENT GROUP, LLC |
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By: |
/s/
Joanne Lytle, Attorney-in-Fact for Bruce A. Cassidy, Sr., Manager |
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Name:
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Joanne
Lytle |
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Title: |
Attorney-in-Fact
for Bruce A. Cassidy, Sr., Manager |
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EXCEL
FAMILY PARTNERS LLLP |
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By: |
FORTRESS
HOLDINGS, LLC |
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By: |
/s/
Joanne Lytle, Attorney-in-Fact for Bruce A. Cassidy, Sr., Manager |
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Name: |
Joanne
Lytle |
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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).