Item 1.01. Entry into a Material Definitive Agreement.
On December 22, 2022, Loop Canada Inc. ("Loop Canada"), a wholly-owned
subsidiary of Loop Industries, Inc. (the "Company"), entered into an agreement
(the "Agreement") for the sale of the entirety of the remaining land owned by
Loop Canada in Bécancour, Québec.
As previously disclosed, Loop Canada acquired approximately 19.9 million square
feet of land in Bécancour, Québec in May 2021. As previously disclosed, on June
15, 2022, Loop Canada entered into an agreement for the sale of approximately
10.3 million square feet of the land owned by Loop Canada in Bécancour, Québec,
which closed on September 15, 2022.
Pursuant to the Agreement, Loop Canada agreed to sell its remaining land located
at 7000, boulevard Raoul-Duchesne, Bécancour (Qc) G9H 4X6 consisting of
approximately 9.6 million square feet for a purchase price of CDN $18.5
million. The purchase price will be paid on the closing date of the purchase.
The cost of the deed of sale, transfer tax and registration will be paid by the
buyer. The sale transaction is expected to close on or before February 24, 2023,
subject to final due diligence and fulfillment of certain customary closing
conditions.
The foregoing description of the Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of the Agreement, a
copy of which will be filed as an exhibit to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 2023.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Drew Hickey as Chief Financial Officer
On December 22, 2022, the Company announced that, effective December 30, 2022,
Drew Hickey will leave the Company to pursue other opportunities. Until such
time, Mr. Hickey will continue to serve as the Company's Chief Financial
Officer, and continue to serve as the Company's principal accounting officer and
principal financial officer. Mr. Hickey has not expressed any disagreements with
the Company with respect to any matter, including but not limited to any
accounting-related policy or matter.
In connection with Mr. Hickey's departure, on December 19, 2022, Loop Canada and
Mr. Hickey entered into a separation agreement (the "Release and Transaction
Agreement"), pursuant to which Mr. Hickey will receive certain severance
payments and benefits as described therein. A copy of the Release and
Transaction Agreement is being filed as Exhibit 10.1 and is incorporated herein
by reference.
Appointment of Nicolas Lafond as Interim Chief Financial Officer
On December 21, 2022 the Board of Directors (the "Board") of the Company
appointed Nicolas Lafond as Interim Chief Financial Officer of the Company,
effective December 30, 2022, to serve while the Company evaluates its
longer-term needs for this role as it pursues the next stage of its strategic
development. Mr. Lafond will also serve as the Company's principal accounting
officer and principal financial officer.
Mr. Lafond currently serves as the Company's Director of Finance. Mr. Lafond is
a Canadian CPA who joined the Company from public accounting in 2017. During his
tenure with Loop, Mr. Lafond has assumed increasing responsibilities within the
Company, including corporate affairs and Board matters in addition to financial
reporting. Mr. Lafond holds a Bachelor of Administration and post-graduate
degree in accounting from HEC Montréal.
There are no family relationships between Mr. Lafond and any director or
executive officer of the Company, and there are no transactions between Mr.
Lafond and the Company that would be required to be reported under Item 404(a)
of Regulation S-K. In connection with Mr. Lafond's appointment as Interim Chief
Financial Officer, he will receive an increase on his base salary, but his
compensation arrangement will not be materially modified.
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Item 7.01. Regulation FD Disclosure.
On December 22, 2022, the Company issued a press release announcing the sale of
its remaining property in Bécancour described above, and announcing certain
operating cost reduction measures. A copy of the press release is being
furnished as Exhibit 99.1 and is incorporated herein by reference.
On December 22, 2022, the Company issued a press release announcing the CFO
transition described above. A copy of the press release is being furnished as
Exhibit 99.2 and is incorporated herein by reference.
The information in this Item 7.01 of this Current Report on Form 8-K is being
furnished and shall not be deemed "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934 (the "Exchange Act"), and shall not be
incorporated or deemed to be incorporated by reference into any filing by the
Company under the Securities Act of 1933 (the "Securities Act"), or the Exchange
Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description
10.1* Release and Transaction Agreement, by and between the Company
and Drew Hickey, dated December 19, 2022.
99.1 Press Release, dated December 22, 2022, announcing CFO
transition.
99.2 Press Release, dated December 22, 2022, announcing sale of land
and business updates.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Certain confidential information contained in this exhibit, marked by
brackets, has been redacted in accordance with Regulation S-K Item 601(b)
because the information (i) is not material and (ii) is the type that the
registrant treats as private or confidential.
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