Attached files

file filename
EX-32.2 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - Loop Industries, Inc.lp_ex322.htm
EX-32.1 - CERTIFICATE PURSUANT TO SECTION 18 U.S.C. PURSUANT TO SECTION 906 OF THE SARBANE - Loop Industries, Inc.lp_ex321.htm
EX-31.2 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - Loop Industries, Inc.lp_ex312.htm
EX-31.1 - CERTIFICATION PURSUANT TO RULE 13A-14(A)/15D-14(A) CERTIFICATIONS SECTION 302 OF - Loop Industries, Inc.lp_ex311.htm
EX-23.1 - CONSENT OF PRICEWATERHOUSECOOPERS LLP - Loop Industries, Inc.lp_ex231.htm
 
 

United States
Securities and Exchange Commission
Washington, D.C. 20549
 
FORM 10-K/A
Amendment No. 2 to Form 10-K
 
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended February 29, 2020
 
or
 
  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
  For the transition period from ___________ to __________
 
Commission File No. 000-54768
 
 
Loop Industries, Inc.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
27-2094706
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
 
 
 
480 Fernand-Poitras Terrebonne, Québec, Canada J6Y 1Y4
(Address of principal executive offices zip code)
 
Registrant’s telephone number, including area code (450) 951-8555
 
Securities registered pursuant to Section 12(b) of the Act: None
 
Securities registered pursuant to Section 12(g) of the Act:
 
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
LOOP
Nasdaq Global Market
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐  No ☒
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐  No ☒
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒  No ☐
 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files) Yes ☒  No ☐
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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. (Check one):
 
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
 
 
Emerging growth company
 
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 13(a) of the Exchange Act. ☐
 
Indicate by check mark if whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. Yes ☐ No ☒
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐  No ☒
 
As at August 31, 2019, the last business day of the Registrant’s most recently completed second fiscal quarter, the aggregate market value of the voting common stock held by non-affiliates of the Registrant (without admitting that any person whose shares are not included in such calculation is an affiliate) was approximately $230,397,389. As at April 30, 2020, there were 39,916,905 shares of the Registrant’s common stock, par value $0.0001 per share, outstanding.
 

 
 

 
 
 
 
EXPLANATORY NOTE
 
Loop Industries, Inc. (the “Company,” “Loop,” “we” or “us”) is filing this Amendment No. 2 on Form 10-K/A (“Amendment No. 2”) to its Annual Report on Form 10-K for the fiscal year ended February 29, 2020, which was originally filed with the Securities and Exchange Commission (the “SEC”) on May 5, 2020 (“Original Filing”) and as amended on May 6, 2020 (“Amendment No. 1”) to (i) remove certain additional information that was not required to be included in the audit report prepared in accordance with applicable U.S. securities law and Public Company Accounting Oversight Board requirements that was filed with the Securities and Exchange Commission as part of the Original Filing and (ii)  to replace Exhibit 23.1 and 23.2 by a revised Exhibit 23.1. The report of our Independent Registered Public Accounting Firm, as replaced in this Amendment No. 2, does not modify the unqualified opinion previously expressed in the Original Report.
 
Except as described above, this Amendment No. 2 does not amend, modify or update the information in, or exhibits to, the Original Form 10-K and the Amendment No. 1, and we have not updated disclosures included therein to reflect any subsequent events. Information not affected by this Amendment No. 2 remains unchanged and reflects the disclosures made at the time the Original Filing was made. This Amendment No. 2 should be read in conjunction with the Original Form 10-K, the Amendment No. 1 and our other filings made with the SEC subsequent to the filing of the Original Form 10-K.
 
Additionally, in accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment No. 2 currently dated certifications as Exhibits 31.1, 31.2, 32.1 and 32.2 and Item 15 of Part IV of the Original 10-K is accordingly replaced with the Item 15 included herein.
 
 
 
 
 

 

 
 

 
 
PART II 
 
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
Loop Industries, Inc.
February 29, 2020
Index to the Consolidated Financial Statements
 
Contents
Page(s)
 
 
Report of Independent Registered Public Accounting Firm
F-1
 
 
Consolidated balance sheets as at February 29, 2020 and February 28, 2019
F-3
 
 
Consolidated statements of operations and comprehensive loss for the years ended February 29, 2020, February 28, 2019 and February 28, 2018
F-4
 
 
Consolidated statement of changes in stockholders’ equity for the years ended February 29, 2020, February 28, 2019 and February 28, 2018
F-5
 
 
Consolidated statement of cash flows for the years ended February 29, 2020, February 28, 2019 and February 28, 2018
F-6
 
 
Notes to the consolidated financial statements
F-7
 
 
  
 
    

 
 
 
F-1
 
 
 
 
   
F-2
 
 
 
Loop Industries, Inc.
Consolidated Balance Sheets
(in United States dollars)
 
 
 
As at
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
 
 
 
 
 
 
Assets
 
 
 
 
 
 
Current assets
 
 
 
 
 
 
Cash and cash equivalents
 $33,717,671 
 $5,833,390 
Sales tax, tax credits and other receivables (Note 3)
  664,544 
  599,000 
Prepaid expenses
  141,226 
  226,521 
Total current assets
  34,523,441 
  6,658,911 
Investment in joint venture
  850,000 
  - 
Property, plant and equipment, net (Note 4)
  7,260,254 
  5,371,263 
Intangible assets, net (Note 5)
  202,863 
  127,672 
Total assets
 $42,836,558 
 $12,157,846 
 
    
    
Liabilities and Stockholders' Equity
    
    
Current liabilities
    
    
Accounts payable and accrued liabilities
 $2,082,698 
 $2,670,233 
Convertible notes (Note 10)
  - 
  5,636,172 
Warrants (Note 10)
  - 
  219,531 
Current portion of long-term debt (Note 9)
  52,126 
  53,155 
Total current liabilities
  2,134,824 
  8,579,091 
Long-term debt (Note 9)
  2,238,026 
  952,363 
Total liabilities
  4,372,850 
  9,531,454 
 
    
    
Stockholders' Equity
    
    
Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding (Note 12)
  - 
  - 
Common stock par value $0.0001; 250,000,000 shares authorized; 39,910,774 shares issued and outstanding (2019 – 33,805,706) (Note 12)
  3,992 
  3,381 
Additional paid-in capital (Note 13)
  82,379,413 
  38,966,208 
Additional paid-in capital – Warrants (Note 10)
  9,785,799 
  757,704 
Additional paid-in capital - Beneficial conversion feature (Note 10)
  - 
  1.200,915 
Common stock issuable, nil shares (2019-1,000,000 shares) (Note 11)
  - 
  800,000 
Accumulated deficit
  (53,317,047)
  (38,811,592)
Accumulated other comprehensive loss
  (388,449)
  (290,224)
Total stockholders' equity
  38,463,708 
  2,626,392 
Total liabilities and stockholders' equity
 $42,836,558 
 $12,157,846 
 
    
    
 
    
    
 
See accompanying notes to the consolidated financial statements.
 
 
F-3
 
 
Loop Industries, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(in United States dollars)
 
 
 
Years Ended
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
February 28, 2018
 
Revenue
 $- 
 $- 
 $- 
 
    
    
    
Expenses -
    
    
    
Research and development (Notes 2 and 3)
  4,717,175 
  3,448,547 
  6,694,778 
General and administrative
  7,215,420 
  8,811,237 
  6,860,623 
Legal settlement (Note 18)
  - 
  4,041,627 
  - 
Depreciation and amortization (Notes 4 and 5)
  830,432 
  502,997 
  367,176 
Impairment of intangible assets (Note 5)
  - 
  298,694 
  - 
Interest and other finance costs (Notes 9, 10 and 17)
  2,223,304 
  467,082 
  5,125 
Interest income
  (500,478)
  - 
  - 
Foreign exchange loss (gain)
  19,602 
  (33,773)
  109,676 
Total expenses
  14,505,455 
  17,536,411 
  14,037,378 
 
    
    
    
Net loss
  (14,505,455)
  (17,536,411)
  (14,037,378)
 
    
    
    
Other comprehensive loss -
    
    
    
Foreign currency translation adjustment
  (98,225)
  (121,124)
  (17,889)
Comprehensive loss
 $(14,603,680)
 $(17,657,535)
 $(14,055,267)
Loss per share
    
    
    
Basic and diluted
 $(0.38)
 $(0.52)
 $(0.43)
Weighted average common shares outstanding
    
    
    
Basic and diluted
  37,936,094 
  33,795,600 
  32,642,741 
 
See accompanying notes to the consolidated financial statements.
 
 
F-4
 
 
Loop Industries, Inc.
Consolidated Statement of Changes in Stockholders’ Equity
For the Years Ended February 29, 2020, February 28, 2019 and February 28, 2018
(in United States dollars)
 

 
Common Stock par value $0.0001
 
 
Preferred stock par value $0.0001
 
 
 
 

 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
Additional
Paid-in
Capital-Warrants
 
 
Additional
Paid-in Capital-
Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
Total Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, February 28, 2017
  31,451,973 
 $3,146 
  1 
 $- 
 $8,723,390 
 $- 
 $- 
 $800,000 
 $(7,237,803)
 $(151,211)
 $2,137,522 
 
    
    
    
    
    
    
    
    
    
    
    
Issuance of common shares for cash, net of share issuance costs (Note 12)
  1,829,061 
  183 
  - 
  - 
  14,052,298 
  - 
  - 
  - 
  - 
  - 
  14,052,481 
Stock options issued for services (Note 13)
  - 
  - 
  - 
  - 
  6,281,319 
  - 
  - 
  - 
  - 
  - 
  6,281,319 
Restricted stock units issued for services (Note 13)
  - 
  - 
  - 
  - 
  265,994 
  - 
  - 
  - 
  - 
  - 
  265,994 
Issuance of shares upon exercise of warrants for cash (Note 13)
  355,020 
  35 
  - 
  - 
  1,641,981 
  - 
  - 
  - 
  - 
  - 
  1,642,016 
Issuance of shares upon cashless exercise of warrants (Note 13)
  115,034 
  12 
  - 
  - 
  (12)
  - 
  - 
  - 
  - 
  - 
  - 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (17,889)
  (17,889)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (14,037,378)
  - 
  (14,037,378)
 
    
    
    
    
    
    
    
    
    
    
    
Balance, February 28, 2018
  33,751,088 
 $3,376 
  1 
 $- 
 $30,964,970 
 $- 
 $- 
 $800,000 
 $(21,275,181)
 $(169,100)
 $10,324,065 
 
See accompanying notes to the consolidated financial statements. 
 
 
F-5
 
 
 
 
Common stock
par value $0.0001
 
 
Preferred stock
par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
Additional
Paid-in
Capital-Warrants
 
 
Additional
Paid-in Capital-
Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
Total Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, February 28, 2018
  33,751,088 
 $3,376 
  1 
 $- 
 $30,964,970 
 $- 
 $- 
 $800,000 
 $(21,275,181)
 $(169,100)
 $10,324,065 
 
    
    
    
    
    
    
    
    
    
    
    
Issuance of shares upon cashless exercise of warrants (Note 12)
  18,821 
  2 
  - 
  - 
  (2)
  - 
  - 
  - 
  - 
  - 
  - 
Issuance of shares upon vesting of restricted stock units (Note 12)
  35,797 
  3 
  - 
  - 
  (3)
  - 
  - 
  - 
  - 
  - 
  - 
Stock options issued for services (Note 13)
  - 
  - 
  - 
  - 
  3,176,786 
  - 
  - 
  - 
  - 
  - 
  3,176,786 
Restricted stock units issued for services (Note 13)
  - 
  - 
  - 
  - 
  808,374 
  - 
  - 
  - 
  - 
  - 
  808,374 
Legal settlement (Note 18)
  - 
  - 
  - 
  - 
  4,041,627 
  - 
  - 
  - 
  - 
  - 
  4,041,627 
Issuance of Convertible notes (Note 10)
  - 
  - 
  - 
  - 
  (25,544)
  757,704 
  1,200,915 
  - 
  - 
  - 
  1,933,075 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (121,124)
  (121,124)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (17,536,411)
  - 
  (17,536,411)
 
    
    
    
    
    
    
    
    
    
    
    
Balance, February 28, 2019
  33,805,706 
 $3,381 
  1 
 $- 
 $38,966,208 
 $757,704 
 $1,200,915 
 $800,000 
 $(38,811,592)
 $(290,224)
 $2,626,392 
 
See accompanying notes to the consolidated financial statements. 
 
 
F-6
 
 
 
 
Common stock
 
 
Preferred stock
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
par value $0.0001
 
 
par value $0.0001
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of Shares
 
 
Amount
 
 
Number of Shares
 
 
Amount
 
 
Additional
Paid-in Capital
 
 
 
 
Additional
Paid-in Capital - Warrants
 
 
Additional
Paid-in Capital – Beneficial Conversion Feature
 
 
Common Stock Issuable
 
 
Accumulated Deficit
 
 
Accumulated Other Comprehensive Income (Loss)
 
 
Total Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, February 28, 2019
  33,805,706 
 $3,381 
  1 
 $- 
 $38,966,208 
 $757,704 
 $1,200,915 
 $800,000 
 $(38,811,592)
 $(290,224)
 $2,626,392 
 
    
    
    
    
    
    
    
    
    
    
    
Issuance of common shares for cash, net of share issuance costs (Note 12)
  4,693,567 
  469 
  - 
  - 
  30,408,410 
  8,663,769 
  - 
  - 
  - 
  - 
  39,072,648 
Issuance of shares for legal settlement (Note 18)
  150,000 
  15 
  - 
  - 
  (15)
  - 
  - 
  - 
  - 
  - 
  - 
Issuance of shares upon conversion of Convertible notes (Notes 10 and Note 12)
  932,084 
  94 
  - 
  - 
  8,553,403 
  324,672 
  (1,200,915)
  - 
  - 
  - 
  7,677,254 
Issuance of shares upon the vesting of restricted stock units (Note 12)
  244,884 
  25 
  - 
  - 
  799,975 
  - 
  - 
  (800,000)
  - 
  - 
  - 
Issuance of shares upon the cashless exercise of stock options (Note 12)
  69,101 
  7 
  - 
  - 
  (7)
  - 
  - 
  - 
  - 
  - 
  - 
Issuance of shares upon exercise of warrants (Notes 12 and 15)
  15,432 
  1 
  - 
  - 
  182,048 
  (38,300)
  - 
  - 
  - 
  - 
  143,749 
Issuance of warrants for financing facility (Notes 9 and 19)
  - 
  - 
  - 
  - 
  - 
  77,954 
  - 
  - 
  - 
  - 
  77,954 
Stock options issued for services (Note 13)
  - 
  - 
  - 
  - 
  2,178,948 
  - 
  - 
  - 
  - 
  - 
  2,178,948 
Restricted stock units issued for services (Note 13)
  - 
  - 
  - 
  - 
  1,290,443 
  - 
  - 
  - 
  - 
  - 
  1,290,443 
Foreign currency translation
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (98,225)
  (98,225)
Net loss
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  - 
  (14,505,455)
  - 
  (14,505,455)
 
    
    
    
    
    
    
    
    
    
    
    
Balance, February 29, 2020
  39,910,774 
 $3,992 
  1 
 $- 
 $82,379,413 
 $9,785,799 
 $- 
 $- 
 $(53,317,047)
 $(388,449)
 $38,463,708 
 
See accompanying notes to the consolidated financial statements.
 
 
F-7
 
 
Loop Industries, Inc.
Consolidated Statements of Cash Flows
(in United States dollars)
 
 
 
Years Ended
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
February 28, 2018
 
Cash Flows from Operating Activities
 
 
 
 
 
 
 
 
 
Net loss
 $(14,505,455)
 $(17,536,411)
 $(14,037,378)
Adjustments to reconcile net loss to net cash used in operating activities:
    
    
    
Depreciation and amortization (Notes 4 and 5)
  830,432 
  502,997 
  367,176 
Impairment of intangible assets (Note 5)
  - 
  298,694 
  - 
Warrants issued for legal settlement (Note 18)
  - 
  2,271,627 
  - 
Shares issued for legal settlement (Note 18)
  - 
  1,770,000 
  - 
Stock-based compensation (Note 13)
  3,469,390 
  3,985,160 
  6,547,313 
Accrued interest (Note 10)
  363,390 
  109,804 
  - 
Loss on revaluation of warrants (Note 10)
  8,483 
  65,167 
  - 
Convertible notes debt discount amortization (Note 10)
  1,892,185 
  185,505 
  - 
Deferred financing costs
  96,155 
  47,123 
  - 
Gain on conversion of convertible notes (Note 10)
  (232,565)
  - 
  - 
Fair value of warrants issued (Note 9)
  7,744 
  - 
  - 
Loss on revaluation of foreign exchange contracts
  27,129 
  - 
  - 
Changes in operating assets and liabilities:
    
    
    
Valued added tax and tax credits receivable
  (77,294)
  (234,366)
  (218,560)
Prepaid expenses
  83,876 
  285,052 
  (511,573)
Accounts payable and accrued liabilities
  (1,056,019)
  687,161 
  1,821,536 
Advances from controlling stockholder
  - 
  - 
  (360,000)
Net cash used in operating activities
  (9,092,549)
  (7,562,487)
  (6,391,486)
 
    
    
    
Cash Flows from Investing Activities
    
    
    
Investment in joint venture (Note 8)
  (850,000)
  - 
  - 
Additions to property, plant and equipment (Note 4)
  (2,439,013)
  (1,892,654)
  (2,710,053)
Additions to intangible assets (Note 5)
  (99,972)
  (153,465)
  (88,319)
Net cash used in investing activities
  (3,388,985)
  (2,046,119)
  (2,798,372)
 
    
    
    
Cash Flows from Financing Activities
    
    
    
Proceeds from sales of common shares and exercise of warrants, net of share issuance costs (Note12)
  39,216,399 
  (25,544)
  15,694,497 
Repayment of advances from controlling stockholder (Note 11)
  - 
  - 
  (278,472)
Proceeds from issuance of long-term debt (Note 9)
  1,645,122 
  - 
  - 
Proceeds from issuance of convertible notes (Note 10)
  - 
  7,550,000 
  1,092,980 
Deferred financing costs
  (34,254)
  (143,277)
  - 
Payment of accrued interest on convertible notes (Note 10)
  (312,000)
  - 
  - 
Repayment of long-term debt
  (52,126)
  (53,155)
  (4,554)
Net cash provided by financing activities
  40,463,141 
  7,328,024 
  16,504,451 
 
    
    
    
Effect of exchange rate changes
  (97,326)
  (35,741)
  (81,367)
Net change in cash
  27,884,281 
  (2,316,323)
  7,233,226 
Cash and cash equivalents, beginning of year
  5,833,390 
  8,149,713 
  916,487 
Cash and cash equivalents, end of year
 $33,717,671 
 $5,833,390 
 $8,149,713 
 
    
    
    
Supplemental Disclosure of Cash Flow Information:
    
    
    
Income tax paid
 $- 
 $- 
 $- 
Interest paid
 $368,482 
 $54,040 
 $5,125 
Interest received
 $500,478 
 $- 
 $- 
See accompanying notes to the consolidated financial statements.
 
 
F-8
 
 
Loop Industries, Inc.
February 29, 2020, February 28, 2019 and February 28, 2018
Notes to the Consolidated Financial Statements
(in United States dollars except where otherwise indicated)
 
1. The Company and Basis of Presentation
 
The Company
 
Loop Industries, Inc. (the “Company,” “Loop Industries,” “we,” or “our”) is a technology company that owns patented and proprietary technology that depolymerizes no and low value waste PET plastic and polyester fiber to its base building blocks (monomers).  The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin and polyester fiber suitable for use in food-grade packaging.
 
On November 20, 2017, Loop Industries Inc. commenced trading on the NASDAQ Global Market under its new trading symbol, “LOOP.” From April 10, 2017 to November 19, 2017, our common stock was quoted on the OTCQX tier of the OTC Markets Group Inc. under the symbol “LLPP.”
 
Basis of presentation
 
These consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”) and comprise the consolidated financial position and results of operations of Loop Industries, Inc. and its subsidiaries, Loop Innovations, LLC and Loop Canada Inc. All subsidiaries are, either directly or indirectly, wholly-owned subsidiaries of Loop Industries, Inc. (collectively, the “Company”). The Company also owns, through Loop Innovations, LLC, a 50% interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method.
 
Intercompany balances and transactions are eliminated on consolidation.
 
2. Summary of Significant Accounting Policies
 
Use of estimates
 
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Those estimates and assumptions include estimates for depreciable lives of property, plant and equipment, intangible assets, analysis of impairments of long-lived assets and intangibles, accruals for potential liabilities and assumptions made in calculating the fair value of stock-based compensation and the fair value of convertible notes and related warrants.
 
Fair value of financial instruments
 
The Company applies Financial Accounting Standards Board (“FASB”) Codification (“ASC”) 820, Fair Value Measurement, which defines fair value and establishes a framework for measuring fair value and making disclosures about fair value measurements. FASB ASC 820 establishes a hierarchal disclosure framework which prioritizes and ranks the level of market price observability used in measuring financial instruments at fair value. Market price observability is impacted by a number of factors, including the type of financial instruments and the characteristics specific to them. Financial instruments with readily available quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
 
 
F-9
 
 
There are three levels within the hierarchy that may be used to measure fair value:
 
Level 1–
A quoted price in an active market for identical assets or liabilities.
 
Level 2–
Significant pricing inputs are observable inputs, which are inputs that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources.
 
Level  3–
Significant pricing inputs are unobservable inputs, which are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.
 
The fair value measurements level of an asset or liability within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used should maximize the use of observable inputs and minimize the use of unobservable inputs.
 
The valuation methodologies described above may produce a fair value calculation that may not be indicative of future net realizable value or reflective of future fair values.
 
The fair value of cash and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.
 
Convertible notes
 
Distinguishing Liabilities from Equity Instruments Issued
The Company applies the guidance in ASC Topic 480 to determine the classification of financial instruments issued. The Company first determines if the instruments should be classified as liabilities under this guidance based on the redemption features, if mandatorily redeemable or not, and the method of redemption, if in cash, a variable number of shares or a fixed number of shares.
 
If the terms proved that an instrument is mandatorily redeemable in cash, or the holder can compel a settlement in cash, or will be settled in a variable number of shares predominantly based on a fixed monetary amount, the instrument is generally classified as a liability. Instruments that are settled by issuing a fixed number of shares are generally classified as equity instruments.
 
In some cases, the instruments issued contain settlement features that differ depending upon the prevailing price of the Company’s shares at the date of settlement. Depending on the share price, the instrument will be settled either in a manner consistent with ASC Topic 480 liability treatment, by issuing a variable number of shares based on a fixed monetary amount, or in a manner consistent with ASC Topic 480 treatment for an equity instrument, by issuing a fixed number of shares if the share price is above or below certain levels. In these cases, the Company assesses the likelihood of the various possible settlement outcomes at the inception of the instrument. The classification of the instrument is based on the outcome that is more likely than not to occur. Factors that the Company considers in evaluating the likelihood of the outcomes include:
 
The terms of the instrument, including its maturity date and the formula for adjustments to the range.
 
The volatility of the Company’s stock.
 
The relationship between the price of the Company’s stock on the inception date and fixed prices or ranges the low and high end of the original range.
 
Historical and expected dividend levels.
 
When warrants or similar instruments are issued, the Company applies the guidance in ASC Topic 815 to determine if the warrants should be classified as equity instruments or as derivative instruments. Generally, warrants that are both indexed to the Company’s own stock and that would be classified as equity instruments are not classified as derivative instruments under this guidance. A key element to consider in determining if a warrant would be considered indexed to the Company’s own stock is if the warrants settlement amount is equal to the difference between the fair value of a fixed number of equity shares and a fixed monetary amount. This criterion is sometimes known as the “fixed-for fixed” criteria. In cases where the fixed for fixed criteria are not met, the warrants are classified as derivative instruments.
 
 
F-10
 
 
Convertible liabilities are also assessed to determine if they contain a beneficial conversion feature. A beneficial conversion feature (“BCF”) of a convertible note is normally characterized as the convertible portion feature that provides a rate of conversion that is below market value or “in-the-money” when issued. A BCF related to the issuance of a convertible note is recorded at is intrinsic value at the issue date.
 
Initial measurement
Instruments are initially measured at fair value. If multiple instruments are issued together, the aggregate proceeds are allocated first to derivative instruments or any instrument that will be subsequently accounted for at fair value and the remainder is allocated to the various instruments based on their relative fair value.
 
Subsequent measurement
Instruments initially classified as liabilities are subsequently measured at the present value of the amount to be paid, either in cash or by issuing a variable number of shares based on a fixed monetary amount, and at settlement, accruing interest cost using the rate implicit at inception.
 
Derivative instruments are recorded at fair value at each reporting period and the variations in fair value recorded in income.
 
Government grants
 
US GAAP for profit-oriented entities does not define government grants; nor is there specific guidance applicable to government grants. Under the Company’s accounting policy for government grants and consistent with non-authoritative guidance, grants are recognized on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate.
 
Grants that relate to the acquisition of an asset are recognized as a reduction of the cost of the asset and in the statement of operations and comprehensive loss as the asset is depreciated or amortized.
 
A grant that is compensation for expenses or losses already incurred, or for which there are no future related costs, is recognized in the statement of operations and comprehensive loss in the period in which it becomes receivable.
 
Low-interest loans or interest-free loans from a government are initially measured at fair value and interest expense is recognized on the loan subsequently under the effective interest method, with the difference recognized as a government grant
 
Deferred financing costs and other transaction costs
 
Deferred financing costs represent commitment fees, legal fees and other costs associated with obtaining commitments for financing. These fees are amortized as a component of interest expense over the terms of the respective financing agreements, including convertible notes, on a straight-line basis. Unamortized deferred financing fees are expensed in full when the associated debt is refinanced or repaid before maturity. Costs incurred in seeking financial transactions that do not close are expensed in the period in which it is determined that the financing will not be successful. Deferred financing fees related to the liability portion of Convertible Notes are deducted from their related liabilities on the balance sheet.
 
Transaction costs associated with the equity portion of convertible notes are reflected as a charge to deficit or as a reduction of accumulated paid-in-capital. The cost of issuing equity is reflected as a reduction of accumulated paid-in-capital.
 
Foreign currency translations and transactions
 
The accompanying consolidated financial statements are presented in U.S. dollars, the functional currency of the Company. Assets and liabilities of subsidiaries that have a functional currency other than that of the Company are translated to U.S. dollars at the exchange rate as at the balance sheet date. Income and expenses are translated at the average exchange rate of the period. The resulting translation adjustments are included in other comprehensive income and loss (“OCI”). As a result, foreign currency exchange fluctuations may impact operating expenses. The Company currently has not engaged in any currency hedging activities.
 
For transactions and balances, monetary assets and liabilities denominated in foreign currencies are translated into the functional currency of the entity at the prevailing exchange rate at the reporting date. Non-monetary assets and liabilities, and revenue and expense items denominated in foreign currencies are translated into the functional currency using the exchange rate prevailing at the dates of the respective transactions. Foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of operations and comprehensive loss, except for gains or losses arising from the translation of intercompany balances denominated in foreign currencies that forms part in the net investment in the subsidiary which are included in OCI.
 
 
F-11
 
 
Property, plant and equipment
 
Property, plant and equipment are recorded at cost and are amortized over their estimated useful lives, unless the useful life is indefinite, using the straight-line method over the following periods:
 
Building
30 years
Land
Indefinite
Office equipment and furniture
8 years
Machinery and equipment
3-8 years
Building improvements
5 years
 
Costs related to repairs and maintenance of property, plant and equipment are expensed in the period in which they are incurred. Upon sale or disposal, the Company writes off the cost of the asset and the related amount of accumulated depreciation. The resulting gain or loss is included in the consolidated statement of operations and comprehensive loss.
 
Management reviews the carrying values of its property, plant and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group might not be recoverable. Assets are grouped at the lowest level for which identifiable cash flows are largely independent when testing for, and measuring for, impairment. In performing its review of recoverability, the Company estimates the future cash flows expected to result from the use of the asset or asset group and its eventual disposition. If the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset or asset group, an impairment loss is recognized in the consolidated statements of operations. Measurement of the impairment loss is based on the excess of the carrying amount of the asset or asset group over the fair value calculated using discounted expected future cash flows. As at February 29, 2020, and February 28, 2019 and 2018, the Company determined that there were no indicators of impairment and therefore, did not recognize any impairment of its property, plant and equipment.
 
Intangible assets
 
Intangible assets are recorded at cost and are amortized over their estimated useful lives, unless the useful life is indefinite, using the straight-line method over 7 years.
 
The Company reviews the carrying value of intangible assets subject to amortization whenever events or changes in circumstances indicate that the carrying amount of an intangible asset might not be recoverable, or a change in the remaining useful life of an intangible asset. If the carrying value of an asset exceeds its undiscounted cash flows, the Company writes down the carrying value of the intangible asset to its fair value in the period identified. If the carrying value of assets is determined not to be recoverable, the Company records an impairment loss equal to the excess of the carrying value over the fair value of the assets. The Company’s estimate of fair value is based on the best information available, in the absence of quoted market prices. The Company generally calculates fair value as the present value of estimated future cash flows that the Company expects to generate from the asset. If the estimate of an intangible asset’s remaining useful life is changed, the Company amortizes the remaining carrying value of the intangible asset prospectively over the revised remaining useful life.
 
Stock-based compensation
 
The Company periodically issues stock options and restricted stock units to employees and directors as part of their compensation. The Company accounts for stock options and restricted stock units granted to employees and directors based on the authoritative guidance provided by the FASB wherein the fair value of the award is measured on the grant date and where there are no performance conditions, recognized as compensation expense on the straight-line basis over the vesting period and where performance conditions exist, recognize compensation expense when it becomes probable that the performance condition will been met. Forfeitures on share-based payments are accounted for by recognizing forfeitures as they occur.
 
The Company estimates the fair value of restricted stock unit awards to employees and directors based on the closing market price of its common stock on the date of grant.
 
The fair value of the stock options granted are estimated using the Black-Scholes-Merton Option Pricing (“Black-Scholes”) model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the stock options, and future dividends. Stock-based compensation expense is recorded based on the value derived from the Black-Scholes model and on actual experience. The assumptions used in the Black-Scholes model could materially affect stock-based compensation expense recorded in the current and future periods.
 
 
F-12
 
 
Income taxes
 
The Company calculates its provision for income tax on the basis of the tax laws enacted at the balance sheet date in the countries where the Company and its subsidiaries operate and generate taxable income, in accordance with FASB ASC 740, Income Taxes. The Company uses an asset and liability approach for financial accounting and reporting for income taxes that allows recognition and measurement of deferred tax assets based upon the likelihood of realization of tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future deductibility is uncertain. The Company’s policy is to recognize interest and/or penalties related to income tax matters in income tax expense.
 
Research and development expenses
 
Research and development expenses relate primarily to the development, design, testing of preproduction samples, prototypes and models, compensation, and consulting fees, and are expensed as incurred. Total research and development costs recorded during the years ended February 29, 2020, February 28, 2019 and February 28, 2018 amounted to $4.72 million,$3.45 million and $6.69 million, respectively, and are net of government research and development tax credits and government grants from the federal and provincial taxation authorities accrued and recorded during the year based on qualifying expenditures incurred during the fiscal year.
 
Net loss per share
 
The Company computes net loss per share in accordance with FASB ASC 260, Earnings Per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. The Company includes common stock issuable in its calculation. Diluted earnings (loss) per share is computed by dividing the net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive.
 
For the years ended February 29, 2020, February 28, 2019 and February 28, 2018, the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect. As at February 29, 2020, the potentially dilutive securities consisted of 1,587,081 outstanding stock options (2019 –1,962,400; 2018 – 2,374,581), 4,218,802 outstanding restricted stock units (2019 – 402,868; 2018– 34,102), 5,059,331 outstanding warrants (2019 – 802,469; 2018 – 140,667) and nil outstanding issuable common stock (2019 – 1,000,000; 2018 – 1,000,000).
 
Recently adopted accounting pronouncements
 
In February 2018, the FASB issued ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which permits entities to reclassify the disproportionate income tax effects of the Tax Reform Act on items within accumulated other comprehensive income (loss) ("AOCI") to retained earnings. These disproportionate income tax effect items are referred to as "stranded tax effects." Amendments in this update only relate to the reclassification of the income tax effects of the Tax Reform Act. Other accounting guidance that requires the effect of changes in tax laws or rates to be included in net income from continuing operations is not affected by this update. ASU 2018-02 should be applied either in the period of adoption or retrospectively to each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Reform Act is recognized. The Company adopted ASU 2018-02 on March 1, 2019 and include its effects in the current fiscal year. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
In June 2018, the FASB issued ASU 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. The amendments in this update expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. An entity should apply the requirements of Topic 718 to nonemployee awards except for specific guidance on inputs to an option pricing model and the attribution of cost (that is, the period of time over which share-based payment awards vest and the pattern of cost recognition over that period). The amendments specify that Topic 718 applies to all share-based payment transactions in which a grantor acquires goods or services to be used or consumed in a grantor’s own operations by issuing share-based payment awards. The amendments also clarify that Topic 718 does not apply to share-based payments used to effectively provide (1) financing to the issuer or (2) awards granted in conjunction with selling goods or services to customers as part of a contract accounted for under Topic 606, Revenue from Contracts with Customers. The amendments in this Update are effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
 
F-13
 
 
In July 2018, the FASB issued ASU 2018-09, Codification Improvements, which clarify certain amendments to guidance that may have been incorrectly or inconsistently applied by certain entities and includes Amendments to Subtopic 718-740, Compensation – Stock Compensation – Income Taxes. The guidance in paragraph 718-740-35-2, as amended by the amendments in ASU 2016-09, Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting, is unclear on whether an entity should recognize excess tax benefits (or tax deficiencies) for compensation expense that is taken on the entity’s tax return. The amendment to paragraph 718-740-35-2 in this Update clarifies that an entity should recognize excess tax benefits in the period in which the amount of deduction is determined. The amendments in this Update are effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
In February 2016, the FASB issued ASU 2016-02, “Leases,” amended in July by ASU 2018-10, “Codification Improvements to Topic 842, Leases,” ASU 2018-11, “Targeted Improvements,” and ASU 2018-20, “Narrow-Scope Improvements for Lessors,” which requires lessees to recognize leases on the balance sheet while continuing to recognize expenses in the income statement in a manner similar to current accounting standards. For lessors, the new standard modifies the classification criteria and the accounting for sales-type and direct financing leases. Enhanced disclosures will also be required to give financial statement users the ability to assess the amount, timing, and uncertainty of cash flows arising from leases. This ASU may either be adopted on a modified retrospective approach at the beginning of the earliest comparative period, or through a cumulative-effect adjustment at the adoption date. This update is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company adopted these standards effective March 1, 2019 through a cumulative-effect adjustment at the adoption date. The adoption of the standard had no impact on the consolidated financial statements of the Company.
 
Recently issued accounting pronouncements not yet adopted
 
In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses”. This ASU added a new impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, an entity recognizes an allowance for its estimate of expected credit losses and applies to most debt instruments, trade receivables, lease receivables, financial guarantee contracts, and other loan commitments. The CECL model does not have a minimum threshold for recognition of impairment losses and entities will need to measure expected credit losses on assets that have a low risk of loss. This update is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years for smaller reporting companies. We are still evaluating the impact of this accounting guidance on our results of operations and financial position.
 
In August 2018, the FASB issued ASU 2018-15, “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that Is a Service Contract,” which aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). This update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are still evaluating the impact of this accounting guidance on our results of operations and financial position.
 
In December 2019, the FASB issued ASU 2019-12, “Simplifying the Accounting for Income Taxes”, which removes specific exceptions to the general principles in ASC 740, “Income Taxes,” and clarifies certain aspects of the existing guidance. This update is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years, with early adoption being permitted as of the beginning of an interim or annual reporting period. All amendments to this ASU must be adopted in the same period on a prospective basis, with certain exceptions. We are still evaluating the impact of this accounting guidance on our results of operations and financial position.
 
3. Sales Tax, Tax Credits and Other Receivables
 
Sales tax, research and development tax credits and other receivables as at February 29, 2020 and February 28, 2019 were as follows:
 
 
 
February 29, 2020
 
 
February 28, 2019
 
Sales tax
 $180,971 
 $82,992 
Research and development tax credits
  447,843 
  410,997 
Other receivables
  35,730 
  105,011 
 
 $664,544 
 $599,000 
 
 
F-14
 
 
The Company is registered for the Canadian federal and provincial goods and services taxes. As such, the Company is obligated to collect from third parties, and is entitled to claim sales taxes paid on its expenses and capital expenditures incurred in Canada.
 
In addition, Loop Canada Inc. is entitled to receive government assistance in the form of refundable and non-refundable research and development tax credits from the federal and provincial taxation authorities, based on qualifying expenditures incurred during the fiscal year. The refundable credits are from the provincial taxation authorities and are not dependent on its ongoing tax status or tax position and accordingly are not considered part of income taxes. The Company records refundable tax credits as a reduction of research and development expenses when the Company can reasonably estimate the amounts and it is more likely than not, they will be received. During the year ended February 29, 2020, the Company recorded $221,603, (2019 – $305,592; 2018 – 221,202) as a reduction of research and development expenses. During the year ended February 29,2020, research and development tax credits received by the Company from taxation authorities amounted to $175,929 (2019 – nil; 2018 - nil).
 
Research and development expenses are also presented net of eligible government grants from the federal and provincial taxation authorities. Government grants received during the year ended February 29, 2020 amounted to nil (2019 - $73,581; 2018 – $4,000) and government grants receivable at February 29, 2020 amounted to nil (2019 – nil; 2018 - $73,581).
 
The Company is also eligible for non-refundable research and development tax credits from the federal taxation authorities which can be used as a reduction of income tax expense in any given year to the extent the Company has taxable income. The Company has not had taxable income since inception and has not been able to use these non-refundable federal research and development tax credits. During the year ended February 29, 2020, the Company was eligible for non-cash research and development tax credits in the amount of $251,019 (2019 - $255,975; 2018 - $248,690). These non-cash tax credits, which have an unlimited carry forward period are not recognized in the Company’s consolidated financial statements.
 
4. Property, Plant and Equipment
 
 
 
As at February 29, 2020
 
 
 
Cost
 
 
Accumulated depreciation
 
 
Net book value
 
Building
 $1,846,070 
 $(128,911)
 $1,717,159 
Land
  264,868 
  - 
  264,868 
Building Improvements
  733,884 
  (214,068)
  519,816 
Machinery and equipment
  6,085,195 
  (1,426,465)
  4,658,730 
Office equipment and furniture
  162,466 
  (62,785)
  99,681 
 
 $9,092,483 
 $(1,832,229)
 $7,260,254 
 
    
    
    
 
 
 
As at February 28, 2019
 
 
 
Cost
 
 
Accumulated depreciation
 
 
Net book value
 
Building
 $1,882,665 
 $(68,596)
 $1,814,069 
Land
  232,699 
  - 
  232,699 
Building Improvements
  383,985 
  (119,889)
  264,096 
Machinery and equipment
  3,834,338 
  (841,236)
  2,993,102 
Office equipment and furniture
  117,088 
  (49,791)
  67,297 
 
 $6,450,775 
 $(1,079,512)
 $5,371,263 
 
Depreciation expense is recorded as an operating expense in the consolidated statements of operations and comprehensive loss and amounted to $807,800 for the year ended February 29, 2020 (2019 - $443,146; 2018 - $303,597).
 
 
F-15
 
 
During the year ended February 29, 2020, the Company recorded a government grant in connection with the financing facility received from Investissement Québec as a reduction in the cost of fixed assets for a total of $179,522 (2019 – nil; 2018 – nil). More details on the Investissement Québec financing facility can be found in note 9, Long-Term Debt.
 
5. Intangible Assets
During the year ending February 29, 2020, the Company finalized the development of its next Generation II (“GEN II”) technology and filed various patents in jurisdictions around the world. On April 9, 2019, the first GEN II U.S. patent was issued. The GEN II technology portfolio has an issued U.S. patent and a pending U.S. application, all expected to expire, if granted, on or around September 2037. Internationally, the GEN II technology portfolio also has a PCT application, an allowed application in Bangladesh, and pending non-PCT country applications in Argentina, Bolivia, Bhutan, members of the Gulf Cooperation Council, Iraq, Pakistan, Taiwan, Uruguay, and Venezuela, all expected to expire on or around September 2038 if granted. Additional aspects of the GEN II technology are claimed in a U.S. application, a PCT application, and non-PCT country applications in Argentina, Bangladesh, Bolivia, members of the Gulf Cooperation Council, Pakistan, Taiwan, and Uruguay, all expected to expire on or around June 2039, if granted. Additionally, we have two pending provisional applications directed to further additional aspects of the GEN II technology. Any patents that would ultimately grant from these provisional applications would be expected to expire no earlier than 2040, if granted.
Concurrent with the GEN II development, in June 2018, the Company transitioned to its newly constructed GEN II industrial pilot plant. The GEN II technology forms the basis for the commercialization of the Company into the future.
 
As a result of the strategic shift away from the GEN I technology, and the development of the GEN II technology during the year ended February 28, 2019, the Company considered the carrying value of its GEN I intangible asset to be impaired and wrote off the remaining balance of its GEN I intangible asset, which amounted to $298,694.
 
Amortization expense is recorded as an operating expense in the consolidated statements of operations and comprehensive loss and amounted to $22,631 for the year ended February 29, 2020 (2019 - $59,851; 2018 - $63,579).
 
 
 
As at February 29,
2020
 
 
As at February 28,
2019
 

 
 
 
 
 
 
Intangible assets, at cost - beginning of period
 $127,672 
 $533,369 

    
    
Intangible assets, accumulated depreciation - beginning of period
  - 
  (200,629)
 
  127,672 
  332,740 
 
    
    
Add: Additions in the year
  99,972 
  153,477 
Deduct: Amortization of intangibles
  (22,631)
  (59,851)
Deduct: Impairment of intangibles
  - 
  (298,694)
Deduct: Foreign exchange effect
  (2,150)
  - 
 
 $202,863 
 $127,672 
 
 
F-16
 
 
6. Fair value of financial instruments
 
The following table presents the fair value of the Company’s financial liabilities and warrants at February 29, 2020 and February 28, 2019:
 
 
 
Fair Value Measurements as at February 29, 2020
 
 
 
Carrying Amount
 
 
Fair Value
 
 
Level in the hierarchy
 
Instruments measured at fair value on a recurring basis:
 $- 
 $- 
  - 
 
    
    
    
Financial liabilities measured at amortized cost:
    
    
    
Long-term debt
  956,932 
  956,932 
 
Level 2
 
Investissement Québec financing facility
 $1,356,228 
 $1,357,185 
 
Level 2
 
 
 
 
 
Fair Value Measurements at February 28, 2019
 
 
 
Carrying Amount
 
 
Fair Value
 
Level in the hierarchy
Financial liabilities measured at fair value on a recurring basis:
 
 
 
 
 
 
 
  Warrants (First Issuance)
 $219,531 
 $219,531 
Level 3
 
    
    
 
Financial liabilities measured at amortized cost:
    
    
 
  Long-term debt
  1,005,518 
  1,005,518 
Level 2
  Convertible notes (First Issuance)
  2,495,636 
  2,650,000 
Level 2
  Convertible notes (Second Issuance)
 $3,126,886 
 $3,150,000 
Level 2
 
The Warrants under the First Issuance of Convertible Notes represent a Level 3 in the fair value hierarchy. The Warrants were valued using a Monte Carlo simulation using a volatility of 71.5%. The Company recorded a loss on revaluation from the date of issuance to February 28, 2019 of $65,167.
 
7. Accounts Payable and Accrued Liabilities
 
Accounts payable and accrued liabilities as at February 29, 2020 and February 28, 2019 were as follows:
 
 
 
February 29,
2020
 
 
February 28,
2019
 
Trade accounts payable
 $814,081 
 $1,784,362 
Trade accrued liabilities
  593,789 
  330,805 
Accrued employee compensation
  634,807 
  554,204 
Other accrued liabilities
  40,021 
  862 
 
 $2,082,698 
 $2,670,233 
 
 
F-17
 
 
8. Joint Venture
 
On September 15, 2018, the Company, through its wholly-owned subsidiary Loop Innovations, LLC, a Delaware limited liability company, entered into a Joint Venture Agreement (the “Agreement”) with Indorama Ventures Holdings LP (“Indorama”), an indirect subsidiary of Indorama Ventures Public Company Limited, to retrofit their existing PET manufacturing facilities. The joint venture is expected to manufacture and commercialize sustainable LoopTM branded PET resin and polyester fiber. The joint venture agreement details the establishment of an initial 20,700 metric tons per year facility. The joint venture agreed to double the capacity of the facility to 40,000 metric tons per year thus increasing the engineering work required. Each company has a 50/50 equity interest in Indorama Loop Technologies, LLC (“ILT”), which was specifically formed to operate and execute the joint venture. Equity funding of the JV is also split on a 50/50 basis.
 
Under the Agreement, Indorama is required to contribute manufacturing knowledge and the Company is required to contribute its proprietary science and technology. Specifically, the Company will contribute an exclusive world-wide royalty-free license for ILT to use its proprietary technology to produce 100% sustainably produced PET resin and polyester fiber in addition to its cash contributions.
 
ILT meets the accounting definition of a joint venture where neither party has control of the joint venture entity and both parties have joint control over the decision-making process in ILT. As such, the Company uses the equity method of accounting to account for its share of the investment in ILT. There was no activity in ILT from the date of inception of September 24, 2018 to February 28, 2019 and, as at February 28, 2019, the carrying value of the equity investment was nil. On April 18, 2019 and October 21, 2019, Loop Innovations, LLC, the Company’s wholly owned subsidiary, and Indorama, each contributed cash of $850,000, respectively, to ILT. As there were no other transactions during the year ended February 29, 2020, the carrying value of the equity investment as at February 28, 2019 was $850,000.
 
9. Long-Term Debt
 
Investissement Québec financing facility
 
On July 24, 2019, the Company signed an agreement with Investissement Québec providing it with a financing facility equal to 63.45% of all eligible expenses incurred for the expansion of its pilot plant up to a maximum of $3,425,423 (CDN$4,600,000). There is a 36-month moratorium on both capital and interest repayments beginning as of the first disbursement date. At the end of the 36-month moratorium, capital and interest will be repayable in 84 monthly installments. The loan bears interest at 2.36%. The Company, under the loan agreement, is required to pay fees representing 1% of the loan amount, $34,254 (CDN$46,000), to IQ. The Company has also agreed to issue to Investissement Québec warrants to purchase shares of common stock of the Company in an amount equal to 10% of each disbursement up to a maximum aggregate amount of $342,542 (CDN$460,000). The warrants will be issued at a price per share equal to the higher of (i) $11.00 per share and (ii) the ten-day weighted average closing price of Loop Industries shares of common stock on the Nasdaq stock market for the 10 days prior to the issue of the warrants. The warrants can be exercised immediately upon grant and will have a term of three years from the date of issuance. The loan can be repaid at any time by the Company without penalty. On February 21, 2020, the Company received $1,645,122 (CDN$2,209,234) based on its first claim made with Investissement Québec and issued a warrant to acquire 15,153 shares of common stock at a strike price of $11.00 per share to Investissement Québec in connection therewith. This was the first and only disbursement of the financing facility received as at February 29, 2020.
 
The financing facility is composed of three elements: the loan, the warrants and the interest discount. Stock warrants are freestanding instruments that provide the right to acquire/purchase a company’s stock at some point in the future. Because warrants are freestanding instruments (even if issued along with debt or some other instruments), they must be recorded separately. The warrants meet the requirements of the scope exemption in ASC 815-10-15-74 and are thus classified as equity upon issuance. The Company determined the fair value of the warrants using the Black-Scholes pricing formula. The fair value of the warrants was determined to be $77,954.
 
The Company believes that the terms of the debt on a stand-alone basis are not representative of market given the risk-free interest rate of the loan which was based on the rate of a 10-year Canadian Bond at the time of the agreement. US GAAP for profit-oriented entities does not define government grants; nor is there specific guidance applicable to government grants. However, US practice may look to other sources of non-authoritative guidance. Under the Company’s accounting policy for government grants, low-interest loans or interest-free loans from a government are initially measured at fair value and interest expense is recognized on the loan subsequently under the effective interest method, with the difference recognized as a government grant and recognized on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. The government grant portion of the first disbursement was recorded as a reduction of fixed assets.
 
The allocated fair values of the government grant and the warrants is recorded in the financial statements as a debt discount from the face amount of the loan and such discount is amortized over the expected term of the convertible note and is charged to interest expense.
 
 
F-18
 
 
The company established the fair value of the loan for the portion drawn on February 20, 2020 at $1,354,408 based on a discount rate of 5.45%. The discount rate used was based on the external financing from a Canadian bank.
 
Even if ASC 470-20-25-2 specifies that the entity issues debt with equity-classified stock purchase warrants, it uses the relative fair value method at time of issuance to allocate the consideration received to the debt and the warrants. Because the total fair value of the debt and the warrants are less than the cash received, the Company believes that the With and Without Method shall be used. The debt and warrants that are separately valued are recorded at their respective fair values and the excess of the total transaction proceeds over the sum of those fair value amounts is allocated to the remaining component, i.e. the government grant.
 
The financing facility is secured by a principal hypothec in the amount of $3,425,423 (CDN$4,600,000) and an additional hypothec in the amount of $685,085 (CDN$920,000) over the universality of its present and future, tangible and intangible movable property, excluding however all intellectual property. This hypothec is subordinate to all other hypothecs published on June 21, 2019 except for any hypothecs that the Company may have granted to a shareholder, a related person or related company, an insurer, a tenant, or a supplier.
 
The aggregate value of the Investissement Québec financing facility as shown on the consolidated balance sheet is broken down as follows:
 
 
 
February 29, 2020
 
 
Issue Date
 
Investissement Québec loan
 $1,356,228 
 $1,354,408 
 
    
    
Government grant - assets
  178,891 
  179,522 
 
    
    
Warrants - equity
 $77,954 
 $77,954 
 
The Company recorded interest expense on the Investissement Québec loan from the issue date to February 29, 2020 in the amount of $968 (2019 – nil; 2018 – nil) and an accretion expense of $872 (2019 – nil; 2018 – nil).
 
Term loan
 
On January 24, 2018, the Company obtained a credit facility, consisting of a $37,233 (CDN$50,000) credit card facility and a $1,042,520 (CDN$1,400,000) 20-year term instalment loan (the “Loan”), from a Canadian bank. The Loan bears interest at the bank’s Canadian prime rate plus 1.5%. By agreement, the Loan is repayable in monthly payments of $4,344 (CDN$5,833) plus interest, until January 2021, at which time it will be subject to renewal. It includes an option allowing for the prepayment of the Loan without penalty. Interest paid amounted to $56,482 during the year ended February 29, 2020 (2019 - $54,040; 2018 - $5,125).
 
The credit facility is secured by a first ranking hypothec of Loop Canada Inc.’s bank accounts, receivables, inventory, incorporeal rights and property, plant and equipment. In addition, Loop Industries, Inc., Loop Canada Inc.’s parent company, has guaranteed the credit facility and has provided a postponement of any payments that may be made on intercompany loan amounts owed by Loop Canada Inc. to Loop Industries, Inc. The terms of the credit facility require the Company to comply with certain financial covenants. As at February 29, 2020 and February 28, 2019, the Company was in compliance with its financial covenants.
 
 
 
February 29,
2020
 
 
February 28,
2019
 
Instalment loan
 $933,924 
 $1,005,518 
Less current portion
  52,126 
  53,155 
Non-current portion
 $881,798 
 $952,363 
 
 
F-19
 
 
Principal repayments due on the Company’s long-term debt over the next five years are as follows:
 
Years ending
 
Amount
 
February 28, 2021
 $52,126 
February 28, 2022
  52,126 
February 28, 2023
  52,126 
February 29, 2024
  287,140 
February 28, 2025
  287,140 
Thereafter
  1,848,388 
Total
 $2,579,046 
 
10. Convertible Notes
 
First Issuance
 
On November 13, 2018, the Company issued convertible notes (the “November 2018 Notes”), together with related warrants to acquire an additional 50% of the shares issued upon the conversion of the November 2018 Notes (the “November 2018 Warrants”), for an aggregate purchase price of $2,450,000 (the “November 2018 Private Placement”). On January 3, 2019, the Company issued additional convertible notes from this issuance (the “November 2018 Notes”), together with related warrants to acquire an additional 50% of the shares issued upon the conversion of the November 2018 Notes (the “November 2018 Warrants”), for an aggregate purchase price of $200,000 (the “November 2018 Private Placement”). The Company used the net proceeds of the November 2018 Private Placement for general corporate and working capital purposes. The November 2018 Notes were converted on April 5, 2019.
 
The November 2018 Notes carried an interest rate of 8.00% per annum and had initial maturity dates of May 13, 2019 and July 3, 2019 (the “November 2018 Maturity Date”), respectively, upon which date the outstanding principal amount of the November 2018 Notes and all accrued and unpaid interest shall automatically convert into shares of the common stock of the Company at the price per share equal to the lesser of (i) $13.00 and (ii) the average closing price of the Company’s Common Stock on the Nasdaq stock market for the ten days preceding the day to the conversion of the November 2018 Notes (the “November 2018 Conversion Price”). The total number of shares of Common Stock to be issued upon automatic conversion shall equal the outstanding principal amount of the November 2018 Notes and all accrued and unpaid interest on the November 2018 Notes, divided by the November 2018 Conversion Price.
 
The November 2018 Warrants are exercisable for an additional fifty percent (50%) of the shares of Common Stock issued upon the conversion of the November 2018 Notes (the “November 2018 Warrant Shares”). The per share purchase price (the “November 2018 Exercise Price”) for each of the November 2018 Warrant Shares purchasable under the November 2018 Warrants shall be equal to the lesser of (i) $15.00 and (ii) the average closing price of the Company’s Common Stock on the Nasdaq stock market for the ten days preceding the day of the conversion of the November 2018 Notes. The November 2018 Warrants will be issued upon conversion of the November 2018 Notes. The November 2018 Warrants expire eighteen (18) months from the date of the conversion of the November 2018 Notes (the “November 2018 Expiration Date”). The Investors may exercise the November 2018 Warrants at any time prior to the November 2018 Expiration Date.
 
Due to the variable conversion price, the November 2018 Notes contain characteristics of a variable share-forward sales contracts (“VSF”) under the guidance of ASC 480-10. Management has determined that for the purpose of ‎the accounting for the November 2018 Notes, it is more likely than not that the November 2018 Conversion Price will be below $13.00, resulting in the issuance of a variable number of shares, the November 2018 Notes are classified as a liability, and accounted for at amortized cost.
 
Due to the variable number of warrants to be issued and the variable strike price of the November 2018 Warrants, these do not meet the “fixed-for-fixed” criteria under ASC 815-40. Accordingly, the November 2018 Warrants are classified as a derivative liability, initially measured at fair value and subsequently revalued at fair value through the income statement. The fair value was calculated using a Monte Carlo simulation.
 
 
F-20
 
 
The aggregate value of the November 2018 Notes and November 2018 Warrants as shown on the consolidated balance sheet are broken down as follows:
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
Issue Date
 
November 2018 Convertible Notes - Liability
  - 
 $2,495,636 
 $2,495,636 
Accrued interest – Liability
  - 
  60,793 
  - 
Deferred financing costs
  - 
  (26,557)
  (63,738)
 
  - 
  2,529,872 
  2,431,898 
 
    
    
    
November 2018 Warrants - Liability
  - 
 $219,531 
 $154,364 
 
The transaction costs relating to this issuance were split pro-rata between the November 2018 Notes and the November 2018 Warrants. The portion relating to the November 2018 Notes were deferred and are being amortized over the life of the convertible notes. The portion relating to the November 2018 Warrants was immediately expensed.
 
On April 5, 2019, the Company and the Investors that purchased the November 2018 Notes from the Company pursuant to the Note and Warrant Purchase Agreement dated as of November 13, 2018 or January 3, 2019, executed an Amendment, Surrender and Conversion Agreement (“Conversion Agreement”) whereby the parties agreed to convert the November 2018 Notes, and all accrued and unpaid interest, into shares of the common stock of the Company at a newly agreed conversion price per share equal to $8.55 (the “New Conversion Price”), replacing the previous formula which converted the November 2018 Notes and accrued and unpaid interest into shares of the common stock of the Company at the price per share equal to the lesser of (i) $13.00 and (ii) the average closing price of the Company’s Common Stock on the Nasdaq stock market for the ten days preceding the day to the conversion of the November 2018 Notes. The Conversion Agreement stipulates that the interest on the November 2018 Notes would be paid up to and including April 3, 2019. Pursuant to the 2018 Note Purchase Agreement, the Investors also received related warrants to acquire an additional 50% of the shares issued upon the conversion of the November 2018 Notes. As part of the Conversion Agreement, the exercise price of the November 2018 Warrants will also be the New Conversion Price, replacing the previous formula which established the conversion price for the November 2018 Warrants as the lesser of (i) $15.00 and (ii) the average closing price of the Company’s Common Stock on the Nasdaq stock market for the ten days preceding the day of the conversion of the November 2018 Notes. As a result of the Conversion Agreement, the Company issued 319,326 shares of common stock of the Company and issued 159,663 warrants. The November 2018 Warrants expire eighteen (18) months from the date of the conversion of the November 2018 Notes, on October 5, 2020.
 
The Company recorded an expense upon revaluation of the warrants for the period from March 1, 2019 to April 5, 2019 in the amount of $8,483 (2018 – nil) and is included in operating expenses. The Company recorded accretion interest expense on the November 2018 Notes from March 1, 2019 to April 5, 2019 in the amount of $154,364 and is included in operating expenses. The Company recorded interest expense on the November 2018 Notes for the period from March 1, 2019 to April 3, 2019 in the amount of $19,433 (2018 – nil). The value of the 159,633 warrants issued as part of the conversion was determined using the Black-Scholes pricing formula and amounted to $316,929 and is included in additional paid-in capital – warrants. Also, the conversion of the November 2018 Notes into common stock resulted in a gain of $232,565 and has been offset against operating expenses.
 
Second Issuance
 
On January 15, 2019, the Company issued convertible notes (the “January 2019 Notes”), together with related warrants to acquire an additional 50% of the shares issuable upon the conversion of the January 2019 Notes (the “January 2019 Warrants”), for an aggregate purchase price of $4,500,000 (the “January 2019 Private Placement”). On January 21, 2019, the Company issued additional convertible notes from this issuance (the “January 2019 Notes”), together with related warrants to acquire an additional 50% of the shares issuable upon the conversion of the January 2019 Notes (the “January 2019 Warrants”), for an aggregate purchase price of $400,000 (the “January 2019 Private Placement”). The Company used the net proceeds of the January 2019 Private Placement for general corporate and working capital purposes.
 
The January 2019 Notes carried an interest rate of 8.00% per annum and had initial maturity dates of January 15, 2020 and January 21, 2020 (the “January 2020 Maturity Date”), respectively. At the January 2020 Maturity Date, the outstanding principal amount of the January 2019 Notes shall automatically convert into shares of the common stock of the Company at the price per share equal to $8.10 (the “January 2020 Conversion Price”). The January 2020 Conversion Price may be adjusted in the event that the Company issues common shares in a private sale or offering at a lower price per share than $8.10 within 180 days of the closing date. The lower price would become the new conversion price of the January 2019 Notes, which would impact the number of shares that would be issued. The total number of shares of Common Stock to be issued upon automatic conversion shall equal the outstanding principal amount of the January 2019 Notes divided by the January 2020 Conversion Price. The January 2019 Notes were converted at the January 2020 Maturity Date with no adjustment to the January 2020 Conversion Price.
 
 
F-21
 
 
With respect to accrued and unpaid interest at the January 2020 Maturity Date, the Investors had the option of receiving cash or common stock of the Company at that date. Upon the January 2020 Maturity Date, where the Investor elects payment of accrued and unpaid interest on the January 2019 Notes in common stock, the price per share shall be equal to the trading price of the common stock at the close of the market on the date immediately preceding the January 2020 Maturity Date. On the January 2020 Maturity Date, $312,000 in accrued interest was paid in cash and a value of $80,000 was paid in common stock (7,820 shares).
 
The January 2019 Warrants are exercisable for an additional fifty percent (50%) of the shares of Common Stock issuable upon the conversion of the January 2019 Notes (the “January 2019 Warrant Shares”). The per share purchase price (the “January 2019 Exercise Price”) for each of the January 2019 Warrant Shares purchasable under the January 2019 Warrants shall be equal to 115% of the January 2020 Conversion Price. The January 2019 Warrants will be calculated and issued upon the closing date of the January 2019 Notes, based upon the initial $8.10 conversion price. As such, the Company issued 302,469 warrants at the closing dates of the January 2019 Notes. If the Investor elected to take accrued and unpaid interest on the January 2019 Notes in common stock, additional warrants would be issued to acquire 50% of the shares issued in connection with the accrued and unpaid interest (also referred to as the “January 2019 Warrants”). Upon conversion, 3,911 additional warrants were issued in connection with accrued interest paid in common stock. The January 2019 Warrants expire twenty-four (24) months from the date of their issuance (the “January 2019 Expiration Date”). The Investors may exercise the January 2019 Warrants at any time prior to the January 2019 Expiration Date.
 
A beneficial conversion feature (“BCF”) of a convertible note is normally characterized as the convertible portion feature that provides a rate of conversion that is below market value or “in-the-money” when issued. A BCF related to the issuance of a convertible note is recorded at the issue date. With the conversion feature on the January 2019 Notes being “in the money”, the beneficial conversion feature is measured using the intrinsic value method and is shown as a discount on the carrying amount of the convertible note and is credited to additional paid-in capital. The intrinsic value of the beneficial conversion feature at the issue date of the January 2019 Notes was determined to be $1,200,915.
 
In connection with the January 2019 Warrants issued along with the January 2019 Notes, they meet the requirements of the scope exemptions in ASC 815-10-15-74 and are thus classified as equity upon issuance. The Company determined the fair value of the warrants using the Black-Scholes pricing formula and is shown as a discount on the carrying amount of the convertible note and is credited to additional paid-in capital. The fair value of the warrants at the issue date was determined to be $757,704. The fair value of the additional warrants issued in connection with accrued interest paid in stock was also calculated using the Black-Scholes and amounted to $7,744.
 
The allocated fair values of the beneficial conversion feature and the warrants is recorded in the financial statements as a debt discount from the face amount of the convertible note and such discount is amortized over the expected term of the convertible note and is charged to interest expense.
 
The aggregate values of the beneficial conversion feature, the January 2019 Warrants and the January 2019 Notes are broken down as follows:
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
Issue Date
 
January 2019 Convertible Notes – Liability
 $- 
 $3,126,886 
 $2,941,381 
Accrued interest – Liability
  - 
  49,011 
  - 
Deferred financing costs
  - 
  (69,597)
  (79,539)
 
  - 
  3,106,300 
  2,861,842 
 
    
    
    
January 2019 Beneficial Conversion Option – Equity
  - 
  1,200,915 
  1,200,915 
 
    
    
    
January 2019 Warrants – Equity
 $727,148 
 $757,704 
 $757,704 
 
The Company recorded accretion expense during the year ended February 29, 2020 of $1,773,114 (2019 – $185,505; 2018 - nil) and is included in operating expenses. The Company recorded interest expense on the January 2019 Notes for the year ended February 29, 2020 in the amount of $342,989 (2019 – $49,011; 2018 – nil).
 
 
F-22
 
 
The transaction costs relating to this issuance were split pro-rata between the January 2019 Notes, the beneficial conversion feature and the January 2019 Warrants. The portion relating to the January 2019 Notes were deferred and are being amortized over the life of the convertible notes. The portion relating to the beneficial conversion feature and January 2019 Warrants were recorded as share issuance expenses and offset against paid-in capital. Upon conversion of the notes, the liability portion and $80,000 in accrued interest were reversed to equity (common stock $61,28 and additional paid-in capital $4,979,939) and the BCF was reversed to additional paid-in capital.
 
11. Related Party Transactions
 
Advances from controlling stockholder
 
Mr. Daniel Solomita, the Company’s controlling stockholder and CEO, and companies controlled by him, previously made advances to the Company totaling $278,472 as at February 28, 2017. The advances were unsecured, non-interest bearing with no formal terms of repayment. Also, as at February 28, 2017, accrued compensation totaling $360,000 was owed to Mr. Solomita. During the year ended February 28, 2018, the Company paid to Mr. Solomita or companies controlled by him, as applicable, an aggregate amount of $638,472. As at February 29, 2020 and February 28, 2019, no amounts were owed to Mr. Solomita or to companies controlled by him.
 
Employment Agreement
 
On June 29, 2015, the Company entered into an employment agreement with Mr. Daniel Solomita, the Company’s President and Chief Executive Officer (“CEO”).  The employment agreement is for an indefinite term. 
 
On July 13, 2018, the Company and Mr. Solomita entered into an amendment and restatement of the employment agreement.  The amended and restated employment agreement provides for an increase in Mr. Solomita’s base salary and eligibility to participate in an annual cash bonus subject to performance measures. Mr. Solomita’s base salary and bonus opportunity are retroactive effective to March 1, 2018.
 
In addition, the employment agreement provided for a long-term incentive grant of 4,000,000 shares of the Company’s common stock, in tranches of one million shares each, upon the achievement of four performance milestones. This was modified to provide a grant of 4,000,000 restricted stock units covering 4,000,000 shares of the Company’s common stock while the performance milestones remained the same. The Company’s board of directors approved the grant of the restricted stock units, effective and contingent upon approval by the Company’s shareholders at the Company’s 2019 annual meeting, of an increase in the number of shares available for grant under the Plan.  Such approval was granted by the Company’s shareholders at the Company’s 2019 annual meeting. The restricted stock units vest upon the achievement of applicable performance milestones, as follows:
 
i)
1,000,000 shares of common stock shall be issued to Mr. Solomita when the Company’s securities are listed on an exchange or the OTCQX tier of the OTC Markets;
 
ii)
1,000,000 shares of common stock shall be issued to Mr. Solomita when the Company executes a contract for a minimum quantity of 25,000 M/T of PTA/EG or a PET;
 
iii)
1,000,000 shares of common stock shall be issued to Mr. Solomita when the Company’s first full-scale production facility is in commercial operation; and
 
iv)
1,000,000 shares of common stock shall be issued to Mr. Solomita when the Company’s second full-scale production facility is in commercial operation.
 
During the year ended February 28, 2017, it became probable that the first milestone would be met. Accordingly, 1,000,000 performance incentive shares of common stock with a fair value of $800,000 were earned and are issuable to Mr. Solomita. This amount was reflected as stock-based compensation expense during the year ended February 28, 2017 based on the grant date fair value. The 1,000,000 performance incentive shares of common stock have been replaced by restricted stock units and are issuable to Mr. Solomita, 200,000 of which were settled in October 2019. During the years ended February 29, 2020, February 28, 2019 and February 28, 2018, no other milestones became probable of being met and, accordingly, the Company did not record any additional compensation expense.
 
 
F-23
 
 
12. Stockholders’ Equity
 
Series A Preferred Stock
 
Mr. Solomita’s amended employment agreement of February 15, 2016 provides that the Company shall issue to Mr. Solomita one share of the Company’s Series A Preferred Stock in exchange for Mr. Solomita agreeing not to terminate his employment with the Company for a period of five years from the date of the agreement. The agreement effectively provides Mr. Solomita with a “change of control” provision over the Company in the event that his ownership of the issued and outstanding shares of common stock of the Company is diluted to less than a majority. In order to issue Mr. Solomita his one share of Series A Preferred Stock under the amendment, the Company created a “blank check” preferred stock. Subsequently, the board of directors of the Company approved a Certificate of Designation creating the Series A Preferred Stock. Subsequently, the Company issued one share of Series A Preferred Stock to Mr. Solomita.
 
The one share of Series A Preferred Stock issued to Mr. Solomita holds a majority of the total voting power so long as Mr. Solomita holds not less than 7.5% of the issued and outstanding shares of common stock of the Company, assuring Mr. Solomita of control of the Company in the event that his ownership of the issued and outstanding shares of common stock of the Company is diluted to a level below a majority. Currently, Mr. Solomita’s ownership of 18,800,000 shares of common stock and 1 share of Series A Preferred Stock provides him with 77.8% of the voting control of the Company.
 
Additionally, the one share of Series A Preferred Stock issued to Mr. Solomita contains protective provisions, which precludes the Company from taking certain actions without Mr. Solomita’s (or that of any person to whom the one share of Series A Preferred Stock is transferred) approval. More specifically, so long as any shares of Series A Preferred Stock are outstanding, the Company shall not, without first obtaining the approval (by vote or written consent, as provided by law) of the holders of at least a majority of the then outstanding shares of Series A Preferred Stock, voting as a separate class:
 
(a) 
amend the Articles of Incorporation or, unless approved by the Board of Directors, including by the Series A Director, amend the Company’s By-laws;
 
(b) 
change or modify the rights, preferences or other terms of the Series A Preferred Stock, or increase or decrease the number of authorized shares of Series A Preferred Stock;
 
(c) 
reclassify or recapitalize any outstanding equity securities, or, unless approved by the Board of Directors, including by the Series A Director, authorize or issue, or undertake an obligation to authorize or issue, any equity securities or any debt securities convertible into or exercisable for any equity securities (other than the issuance of stock-options or securities under any employee option or benefit plan);
 
(d) 
authorize or effect any transaction constituting a Deemed Liquidation (as defined in this subparagraph) under the Articles, or any other merger or consolidation of the Company;
 
(e) 
increase or decrease the size of the Board of Directors as provided in the By-laws of the Company or remove the Series A Director (unless approved by the Board of Directors, including the Series A Director);
 
(f) 
declare or pay any dividends or make any other distribution with respect to any class or series of capital stock (unless approved by the Board of Directors, including the Series A Director);
 
(g) 
redeem, repurchase or otherwise acquire (or pay into or set aside for a sinking fund for such purpose) any outstanding shares of capital stock (other than the repurchase of shares of common stock from employees, consultants or other service providers pursuant to agreements approved by the Board of Directors under which the Company has the option to repurchase such shares at no greater than original cost upon the occurrence of certain events, such as the termination of employment) (unless approved by the Board of Directors, including the Series A Director);
 
(h) 
create or amend any stock option plan of the Company, if any (other than amendments that do not require approval of the stockholders under the terms of the plan or applicable law) or approve any new equity incentive plan;
 
(i) 
replace the President and/or Chief Executive Officer of the Company (unless approved by the Board of Directors, including the Series A Director);
 
(j) 
transfer assets to any subsidiary or other affiliated entity (unless approved by the Board of Directors, including the Series A Director);
 
(k) 
issue, or cause any subsidiary of the Company to issue, any indebtedness or debt security, other than trade accounts payable and/or letters of credit, performance bonds or other similar credit support incurred in the ordinary course of business, or amend, renew, increase or otherwise alter in any material respect the terms of any indebtedness previously approved or required to be approved by the holders of the Series A Preferred Stock (unless approved by the Board of Directors, including the Series A Director);
 
(l) 
modify or change the nature of the Company’s business;
 
(m) 
acquire, or cause a Subsidiary of the Company to acquire, in any transaction or series of related transactions, the stock or any material assets of another person, or enter into any joint venture with any other person (unless approved by the Board of Directors, including the Series A Director); or
 
(n) 
sell, transfer, license, lease or otherwise dispose of, in any transaction or series of related transactions, any material assets of the Company or any Subsidiary outside the ordinary course of business (unless approved by the Board of Directors, including the Series A Director).
 
 
 
F-24
 
 
Common Stock
 
For the year ended February 29, 2020
 
Number of shares
 
 
Amount
 
Balance, February 28, 2019
  33,805,706 
 $3,381 
Issuance of shares for cash
  4,693,567 
  469 
Issuance of shares upon vesting of restricted stock units
  244,884 
  25 
Issuance of shares upon the cashless exercise of stock options
  69,101 
  7 
Issuance of shares upon the exercise of warrants
  15,432 
  1 
Issuance of shares upon settlement of legal matter
  150,000 
  15 
Issuance of shares upon conversion of convertible notes
  932,084 
  94 
Balance, February 29, 2020
  39,910,774 
 $3,992 
 
For the year ended February 28, 2019
 
Number of shares
 
 
Amount
 
Balance, February 28, 2018
  33,751,088 
 $3,376 
Cashless exercise of stock options
  18,821 
  2 
Issuance of shares upon vesting of restricted stock units
  35,797 
  3 
Balance, February 28, 2019
  33,805,706 
 $3,381 
 
During the year ended February 29, 2020, the Company recorded the following common stock transactions:
 
(i)
On March 1, 2019, the Company sold 600,000 shares of its common stock at an offering price of $8.55 per share in a registered direct offering, for gross proceeds of $5,130,000;
 
(ii)
On March 8, 2019 and March 11, 2019, the Company issued 150,000 shares of its common stock in settlement of a legal matter;
 
(iii)
On April 9, 2019, the Company converted convertible notes with a face value of $2,650,000 plus accrued interest of $80,241 at a conversion price of $8.55, into 319,326 common shares;
 
(iv)
On June 14, 2019, the Company sold 4,093,567 shares of its common stock at an offering price of $8.55 per share in a registered direct offering, for gross proceeds of $35,000,000;
 
(v)
On July 17, 2019, the Company issued 15,432 shares of common stock upon the exercise of warrants;
 
(vi)
On January 16, 2020 and January 21, 2020, the Company converted convertible notes with a face value of $4,900,000 at a conversion price of $8.10 plus $80,000 of accrued interest at a conversion price of $10.23 into a total of 612,758 shares of common stock;
 
(vii)
The Company issued 244,884 shares of common stock, in aggregate, upon the vesting of restricted stock units related to employees and Directors; and
 
(viii)
The Company issued 69,101 shares of common stock, in aggregate, upon the cashless exercise of stock options related to employees;
 
During the year ended February 28, 2019, the Company recorded the following common stock transactions:
 
(i)
the Company issued 18,821 shares of common stock upon the cashless exercise of stock options related to employees; and
 
(ii)
the Company issued 35,797 shares of common stock upon the vesting of restricted stock units related to employees and Directors.
 
 
 
F-25
 
 
13. Share-Based Payments
 
Stock Options
 
The following tables summarizes the continuity of the Company’s stock options during the years ended February 29, 2020 and February 28, 2019:
 
 
 
2020
 
 
2019
 
 
 
Number of stock options
 
 
Weighted average exercise price
 
 
Number of stock options
 
 
Weighted average exercise price
 
Outstanding, beginning of year
  1,962,400 
 $7.53 
  2,374,581 
 $7.99 
Granted
  - 
  - 
  39,902 
  9.67 
Exercised
  (75,000)
  0.80 
  (20,000)
  0.80 
Forfeited
  (39,902)
  9.67 
  (369,583)
  11.49 
Expired
  (260,417)
  13.59 
  (62,500)
  4.80 
Outstanding, end of year
  1,587,081 
 $6.81 
  1,962,400 
 $7.53 
Exercisable, end of year
  986,248 
 $6.89 
  1,126,664 
 $7.72 
 
 
 
 
 
2020
 
 
2019
 
 Exercise Price
 
Number of stock options outstanding
 
 
Weighted average remaining life
 
 
Number of stock options outstanding
 
 
Weighted average remaining life
 
 $0.80 
  507,081 
  5.75 
  582,081 
  6.76 
 $5.25 
  380,000 
  7.49 
  380,000 
  8.50 
 $8.75 
  - 
  - 
  26,693 
  10.00 
 $11.52 
  - 
  - 
  13,209 
  9.36 
 $12.00 
  700,000 
  7.54 
  700,000 
  8.54 
 $13.49 
  - 
  - 
  193,750 
  0.17 
 $13.89 
  - 
  - 
  66,667 
  0.01 
Outstanding, end of year
  1,587,081 
  6.96 
  1,962,400 
  6.91 
Exercisable, end of year
  986,248 
  6.97 
  1,126,664 
  5.99 
 
The Company applies the fair value method of accounting for stock-based compensation awards granted. Fair value is calculated based on a Black-Scholes option pricing model. The principal components of the pricing model were as follows:
 
 
 
2020
 
 
2019
 
 
2018
 
Exercise price
 $- 
 $8.75 to $11.52 
 $5.25 to $13.89 
Risk-free interest rate
  - 
 
2.70% to 2.82%
 
 
1.46% to 2.15%
 
Expected dividend yield
  - 
  0% 
  0% 
Expected volatility
  - 
  78% 
 
80% to 94%
 
Expected life
  - 
 
6.5 to 7 years
 
 
3 to 6 years
 
 
There were no new issuances of stock options for the year ended February 29, 2020.
 
During the year ended February 29, 2020, stock-based compensation expense attributable to stock options amounted to $2,178,948 (2019 - $3,176,786; 2018 - $6,281,319) and is included in operating expenses.
 
 
F-26
 
 
Restricted Stock Units
 
The following table summarizes the continuity of the restricted stock units (“RSUs”) during the years February 29, 2020 and February 28, 2019:
 
 
 
       2020
 
 
       2019
 
 
 
Number of units
 
 
Weighted average fair value price
 
 
Number of units
 
 
Weighted average fair value price
 
Outstanding, beginning of year
  402,868 
 $8.77 
  34,102 
 $13.00 
Granted
  4,114,567 
  1.06 
  406,188 
  8.80 
Settled
  (244,884)
  2.54 
  (35,797)
  13.06 
Forfeited
  (53,750)
  9.82 
  (1,625)
  12.31 
Outstanding, end of year
  4,218,802 
 $1.60 
  402,868 
 $8.77 
Outstanding vested, end of year
  831,684 
 $1.19 
  - 
 $- 
 
The Company applies the fair value method of accounting for awards granted through the issuance of restricted stock units. Fair value is calculated based on closing share price at grant date multiplied by the number of restricted stock unit awards granted.
 
During the year ended February 29, 2020, stock-based compensation attributable to RSUs amounted to $1,290,443 (2019 - $808,374; 2018 –$265,994) and is included in operating expenses.
 
14. Equity Incentive Plan
 
On July 6, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of warrants, stock options, stock appreciation rights and restricted stock units to employees, directors and consultants of the Company. A total of 3,000,000 shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the Plan, amounting to the lessor of (i) 1,500,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) or such number of shares determined by the Administrator of the Plan, effective March 1, 2018. A discretionary share reserve increase of 500,000 shares was approved at the 2019 Annual Meeting of Stockholders held on June 27, 2019. The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards granted, the share price pursuant to the awards and the vesting conditions and period. The awards, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the options shall not exceed 5 years.
 
The following table summarizes the continuity of the Company’s Equity Incentive Plan units during the years ended February 29, 2020 and February 28, 2019:
 
 
 
2020
 
 
2019
 
 
 
Number of units
 
 
Number of units
 
Outstanding, beginning of year
  3,223,516 
  1,735,898 
Share reserve increase
  2,000,000 
  1,500,000 
Units granted
  (4,114,567)
  (446,090)
Units forfeited
  93,652 
  371, 208 
Units expired
  97,917 
  62,500 
Outstanding, end of year
  1,300,518 
  3,223,516 
 
 
F-27
 
 
15. Warrants
 
 
       2020 
       2019 
 
 
Number of warrants
 
 
Weighted average exercise price
 
 
Number of warrants
 
 
Weighted average exercise price
 
Outstanding, beginning of year
  802,469 
 $10.74 
  140,667 
 $12.00 
Issued
  4,272,294 
  10.91 
  802,469 
  10,74 
Exercised
  (15,432)
  9.32 
  - 
  - 
Expired
  - 
  - 
  (140,667)
  12.00 
Outstanding, end of year
  5,059,331 
 $10.92 
  802,469 
 $10.74 
 
The expiration dates of the warrants outstanding as at February 29, 2020 are as follows:
 
 
       2020 
 
 
Number of warrants
 
 
Weighted average exercise price
 
August 25, 2020
  200,000 
 $11.00 
October 5, 2020
  159,663 
  8.55 
January 15, 2021
  281,689 
  9.32 
January 21, 2021
  9,259 
  9.32 
February 25, 2021
  300,000 
  12.00 
June 14, 2022
  4,093,567 
  11.00 
February 21, 2023
  15,153 
  11.00 
Outstanding, end of year
  5,059,331 
 $10.89 
 
16. Income Taxes
 
The components of the Company’s loss before taxes are summarized below:
 
 
 
Years ended February 28,
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
February 28, 2018
 
U.S. operations
 $(4,220,000)
 $(8,948,305)
 $(8,509,651)
Foreign operations
  (10,285,455)
  (8,588,106)
  (5,527,727)
Loss before taxes
 $(14,505,455)
 $(17,536,411)
 $(14,037,378)
 
 
F-28
 
 
A reconciliation from the statutory U.S. income tax rate and the Company’s effective income tax rate, as computed on loss before taxes, is as follows:
 
 
 
Years ended
 
 
 
February 29, 2020
 
 
February 28, 2019
 
 
February 28, 2018
 
Statutory Federal rate
  21%
  21%
  32.7%
 
    
    
    
Federal income tax at statutory rate
 $(3,046,145)
 $(3,682,646)
 $(4,585,497)
Effect of foreign jurisdiction
  (424,593)
  (308,046)
  320,769 
Non-deductible expenses
  1,069,845 
  888,749 
  2,169,384 
Tax credits related to research and development expenditures
  (446,967)
  (387,326)
  (146,757)
Impact of Tax Cuts and Jobs Act Enactment
  - 
  - 
  876,812 
Unrecognized tax benefit of net operating losses and other available deductions
  2,847,860 
  3,489,269 
  1,365,289 
Effective income tax expense
 $- 
 $- 
 $- 
 
Current
 $ 
 $- 
 $- 
Deferred
 $ 
 $- 
 $- 
 
On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (“U.S. tax reform”) that lowers the statutory tax rate on U.S. earnings to 21%, taxes historic foreign earnings at a reduced rate of tax, establishes a territorial tax system and enacts new taxes associated with global operations.
 
The impact of enactment of U.S. tax reform was recorded on a provisional basis as the legislation provides for additional guidance to be issued by the U.S. Treasury Department on several provisions including the computation of the transition tax. The Company’s Controlled Foreign Corporations (“CFCs”) were deficit earnings & profits corporations, as such no income was recognized by Loop Industries during the year ended February 28, 2018. No further inclusions were made thereafter based on guidance issued. Additional guidance may be issued after February 29, 2020 and any resulting effects will be recorded at that time.
 
Additionally, as part of tax reform, the U.S. has enacted a minimum tax on foreign earnings (“global intangible low-taxed income”). The Company has not made an accrual for the deferred tax aspects of this provision as Loop Industries’ CFCs have suffered net tested losses.
 
With the enactment of U.S. tax reform, we recorded, for the year ended February 28, 2018, tax expense of $876,812 to reflect the revaluation of deferred taxes. For the years ended February 28, 2019 and February 29, 2020, we finalized our provisional estimate of the enactment of U.S. tax reform without additional tax expense.
 
On March 27, the US government signed the Coronavirus Aid, Relief and Economic Security (“CARES”) Act into law, a $2 trillion relief package to provide support to individuals, businesses and government organizations during the COVID-19 pandemic. The income tax provisions contained in the CARES Act are not likely to have an impact for the Company.
 
The Company has net operating loss carry forwards of approximately 2020 - $16,074,873 (2019 - $14,473,810) for U.S. Federal income tax purposes expiring between 2035 and 2037, post 2018 net operating losses may be carried forward indefinitely. The Company has net operating loss carry forwards for Canadian Federal and Québec tax purposes of approximately 2020 - $14,670,709 (CDN$19,701,295) and 2019 - $7,495,099 (CDN$10,065,169), expiring between 2037 and 2040. Realization of future tax assets is dependent on future earnings, the timing and amount of which are uncertain. Accordingly, the net future tax assets have been fully offset by a valuation allowance. The valuation allowance increased by $2,896,093 and $3,270,369, respectively, for the years ended February 29, 2020 and 2019. The Company has provided a full valuation allowance on the deferred tax assets as a result of the uncertainty regarding the probability of its realization.
 
 
F-29
 
 
The Company has approximately $3,258,598 (CDN$4,375,971), 2019 - $3,477,574 (CDN$4,670,034) of research and development expenditures for Canadian Federal and Québec provincial purposes that are available to reduce taxable income in future years and have an unlimited carry forward period, the benefit of which has not been reflected in these financial statements. Research and development expenditures are subject to audit by the taxation authorities and accordingly, these amounts may vary.
 
The tax effect of temporary differences between US GAAP accounting and federal income tax accounting creating deferred income tax assets and liabilities were as follows:
 
 
 
As at
 
 
 
February 29, 2020
 
 
February 28, 2019
 
Deferred tax assets
 
 
 
 
 
 
Canada net operating loss carry forward
 $3,905,836 
 $2,026,984 
U.S. net operating loss carry forward
  3,376,117 
  3,165,937 
Accrual and reserves
  186,985 
  118,309 
Intangibles
  92,292 
  - 
Property, plant and equipment
  140,538 
  - 
Research and development expenditures and credits
  1,426,470 
  1,058,010 
Other
  126,362 
  38,418 
Deferred tax assets 
  9,254,600 
  6,407,658 
Deferred tax liabilities
    
    
Property, plant and equipment
  - 
  (41,636)
Intangibles
  (27,267)
  (34,785)
Accrual and reserves
  - 
  - 
Investment tax credits
  - 
  - 
Unrealized foreign exchange
  - 
  - 
Deferred tax liabilities
  (27,267)
  (76,421)
 
    
    
Deferred tax assets, net
  9,227,333 
  6,331,239 
Valuation allowance
  (9,227,333)
  (6,331,239)
Deferred tax assets, net
 $- 
 $- 
 
Assessment of the amount of value assigned to the Company's deferred tax assets under the applicable accounting
rules is judgmental.  The Company is required to consider all available positive and negative evidence in evaluating the likelihood that the Company will be able to realize the benefit of its deferred tax assets in the future.  Such evidence includes scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies and the results of recent operations.  Since this evaluation requires consideration of events that may occur some years into the future, there is an element of judgment involved.  Realization of the Company's deferred tax assets is dependent on generating sufficient taxable income in future periods.  Management does not believe that it is more likely than not that future taxable income will be sufficient to allow it to recover substantially all of the value assigned to its deferred tax assets.  Accordingly, the Company has provided for a valuation allowance of the Company's deferred tax asset.
 
The tax years subject to examination by major tax jurisdiction include the years 2016 and forward by the U.S. Internal Revenue Service and most state jurisdictions, and the years 2016 and forward for the Canadian jurisdiction.
 
 
F-30
 
 
17. Interest and Other Finance Costs
 
Interest and other finance costs for the years ended February 29, 2020, February 28, 2019 and February 28, 2018 are as follows:
 
 
 
2020
 
 
2019
 
 
2018
 
  Interest on long-term debt
 $57,450 
 $54,040 
 $5,125 
  Interest on convertible notes
  362,426 
  109,804 
  - 
  Accretion expense
  1,892,185 
  185,505 
  - 
  Amortization of deferred finance costs
  96,155 
  47,123 
  - 
  Revaluation of warrants
  8,483 
  65,167 
  - 
  Loss on revaluation of foreign exchange contracts
  27,129 
  - 
  - 
  Gain on conversion of November 2018 Notes
  (232,565)
  - 
  - 
  Other
  12,041 
  5,811 
  - 
 
 $2,223,304 
 $467,450 
 $5,125 
 
18. Legal Settlement
 
On January 27, 2017, two individuals (“Plaintiffs”), filed a claim against the Company in the Los Angeles Superior Court (“Court”), seeking damages for breach of implied covenant of good faith and fair dealing, breach of contract, and promissory fraud, asserting entitlement to shares of the Company’s common stock. On February 25, 2019, the Company and the Plaintiffs entered into a settlement agreement and release (“Settlement Agreement”), which sets forth the parties’ agreement in principle for settlement. Through the Settlement Agreement, Plaintiffs, the Company and certain other parties to the Settlement Agreement agreed to mutual releases of any and all claims.
 
Pursuant to the terms of the Settlement Agreement, without agreeing that any of the Plaintiffs’ claims have merit, the Company agreed to issue to the Plaintiffs 150,000 shares of the Company’s common stock (“Plaintiff Common Shares”) and 500,000 warrants exercisable for shares of the Company’s common stock (“Plaintiff Warrants”). The Plaintiff Common Shares will be restricted upon issuance, but within 180 days following the date of the Settlement Agreement, the Company has agreed to file and use its reasonable best efforts to have declared effective a registration statement to register the Plaintiff Common Shares and the shares of the Company’s common stock underlying the Plaintiff Warrants. The Company also agreed to maintain such registration statement for 2 years from the date of effectiveness unless the Plaintiffs sell or otherwise transfer the shares covered by such registration statement prior to the two-year anniversary. 300,000 of the Plaintiff Warrants are exercisable for shares of the Company’s common stock at an exercise price of $12.00 per share for a period of 24 months following the date of the Settlement Agreement. The remaining 200,000 Plaintiff Warrants are exercisable for shares of the Company’s common stock at an exercise price of $11.00 per share for a period of 24 months, but in the event the Company’s 5-day average trading price during any period in the first 18 months following the date of the Settlement Agreement is above $11 per share, then the exercise term of such warrants shall automatically be reduced to 18 months instead of 24 months.
 
In connection with the legal settlement, the Company recorded an expense in the amount of $4,041,627, based on the fair value of the Plaintiff Common Shares and Plaintiff Warrants that were issued on February 25, 2019, under the terms of the Settlement Agreement.
 
19. Commitments
 
The Company has entered into multi-year supply agreements with PepsiCo, Coca-Cola’s Cross Enterprise Procurement Group, Danone SA, L’OCCITANE en Provence and L’Oréal that will enable them to purchase Loop™ PET resin from the Company’s joint venture facility with Indorama in the United States.
 
 
F-31
 
 
20. Subsequent Event
 
Potential impact of the COVID-19 pandemic
 
The Company announced on March 25, 2020, that due to the COVID-19 pandemic the Québec provincial government issued an order that all non-essential business and commercial activity in the province is required to shut down until April 13 and has since been extended it to May 4. The order provides exemptions that allow the Company to continue reduced operations at the pilot plant.
 
Capital contribution to the joint venture
 
On March 13, 2020, Loop Innovations, LLC, a wholly-owned subsidiary of Loop Industries, Inc. contributed $650,000 to Indorama Loop Technologies, LLC, the joint venture with Indorama.
 

 
 
 
F-32
 
 
PART IV
 
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE
 
(1) Financial Statements  
 
The response to this portion of Item 15 is set forth under Item 8 above.
 
(2) Financial Statement Schedules.
 
All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth under Item 8 above.
 
(3) Exhibits.
 
The following Exhibits, as required by Item 601 of Regulation SK, are attached or incorporated by reference, as stated below.
for
 
Exhibit Index
 
 
 
 
Incorporated by Reference
 
Number
Description
Form
File No.
Filing Date
Exhibit No.
Share Exchange Agreement, dated June 29, 2015, by and among First American Group Inc., Loop Holdings, Inc., and the stockholders of Loop Holdings, Inc.
8-K
000-54768
June 30, 2015
2.1
Articles of Incorporation, as amended to date
10-K
000-54768
May 30, 2017
3.1
By-laws, as amended to date
8-K
000-54768
April 10, 2018
3.1
Description of Securities
10-K
001-38301
May 8, 2019
4.1
Form of Amendment No. 1 to the January 15, 2019 Note Purchase Agreement, dated April 4, 2019.
8-K
001-38301
April 10, 2019
4.1
Form of Amendment to 2019 Warrant, dated April 4, 2019.
8-K
001-38301
April 10, 2019
4.2
Form of Amendment and Conversion Agreement, dated April 5, 2019.
8-K
001-38301
April 10, 2019
4.3
Form of Amendment to November 2018 Warrant, dated April 8, 2019.
8-K
001-38301
April 10, 2019
4.4
Form of Convertible Promissory Note, dated January 15, 2019 (under Note and Warrant Purchase Agreement).
8-K
001-38301
January 16, 2019
4.1
Form of Warrant, dated January 15, 2019 (under Note and Warrant Purchase Agreement).
8-K
001-38301
January 16, 2019
4.2
Form of Note and Warrant Purchase Agreement, dated November 13, 2018.
8-K
001-38301
November 13, 2018
4.1
Form of Note, dated November 13, 2018 (under Note and Warrant Purchase Agreement).
8-K
001-38301
November 13, 2018
4.2
Form of Warrant, dated January 11, 2018
8-K
001-38301
January 18, 2018
4.1
Form of Indenture
S-3
333-226789
August 10, 2018
4.1
2017 Equity Incentive Plan
10-Q
000-54768
October 11, 2017
4.3
Form of Stock Option Agreement
10-Q
000-54768
October 11, 2017
4.4
Form of Restricted Stock Unit Agreement
10-Q
000-54768
October 11, 2017
4.5
 
 
1
 
 
Intellectual Property Assignment Agreement dated October 27, 2014, as supplemented April 10, 2015, by and among Hatem Essaddam, Loop Holdings, Inc. and Daniel Solomita.
10-K
000-54768
May 30, 2017
10.1
Subscription Agreement, dated May 22, 2015, by and between 9121820 Canada Inc. and Loop Holdings, Inc.
10-K
000-54768
May 30, 2017
10.2
Technology Transfer Agreement, dated June 22, 2015 by and between 8198381 Canada Inc. and Loop Holdings, Inc.
8-K
000-54768
June 30, 2015
10.7
Amended and Restated Employment Agreement, dated July 13, 2018, by and between Loop Industries, Inc. and Daniel Solomita.
8-K
001-38301
 July 13, 2018
10.12
Master Services Agreement, dated September 1, 2015, by and between 8198381 Canada Inc. and Loop Holdings, Inc.
10-K
000-54768
May 30, 2017
10.5
Purchase and Sale Agreement, by and between 8198381 Canada Inc. and Loop Canada Inc. (formerly 9449507 Canada Inc.)
10-K
000-54786
May 30, 2017
10.7
Agreement for Services, dated February 28, 2017, by and between Loop Industries, Inc. and Drinkfinity USA, Inc.
10-K
000-54768
May 30, 2017
10.8
Articles of Merger of Loop Holdings, Inc. into Loop Industries, Inc.
10-K
000-54768
May 30, 2017
10.9
Form of Indemnification Agreement
10-K
000-54768
May 30, 2017 
10.10 
Securities Purchase Agreement, dated February 27, 2019, by and between Loop Industries, Inc. and the purchaser identified therein.
8-K
001-8301
February 28, 2019
10.1
Form of Note and Warrant Purchase Agreement, dated January 15, 2019.
8-K
001-8301 
January 16, 2019 
10.1
Master Term and Conditions Supply Agreement, dated November 23, 2018, by and between Loop Industries, Inc. and Coca-Cola Cross Enterprise Procurement Group.
8-K
001-8301 
November 29, 2018
10.1
Form of Warrant, dated November 13, 2018 (under Note and Warrant Purchase Agreement).
8-K
001-8301 
November 13, 2018
10.1
Terms and Conditions Agreement, dated October 9, 2018, by and between Loop Industries, Inc. and Pepsi-Cola Advertising and Marketing, Inc.
8-K
001-8301 
October 15, 2018
10.1
Limited Liability Company Agreement, dated September 24, 2018, by and between Loop Industries, Inc. and Indorama Loop Technologies, LLC.
8-K
001-8301 
September 28, 2018
10.1
License Agreement, dated September 24, 2018 by and between Loop Industries, Inc. and Indorama Loop Technologies, LLC.
8-K
001-8301 
September 28, 2018
10.2
Marketing Agreement, dated September 24, 2018, by and between Loop Industries, Inc. and Indorama Loop Technologies, LLC.
8-K
001-8301 
September 28, 2018
10.3
Form of Common Stock Subscription Agreement
8-K
  001-8301
January 18, 2018
10.1
Employment Agreement, dated April 10, 2018, by and between Loop Canada Inc. and Nelson Switzer
10-Q/A
000-54768
July 11, 2018 
10.12
Employment Agreement, dated December 19, 2018, by and between Loop Canada Inc. and Nelson Gentiletti.
10-K
000-54768
May 8, 2019
10.35
Employment Agreement May 28, 2019 by and between Loop Canada Inc. and Michel Megelas
 10-K
000-54768
May 4, 2020
 10.21
Amendment No. 1, dated April 30, 2020, to the Amended and Restated Employment Agreement by and between Loop Industries, Inc. and Daniel Solomita, dated July 13, 2018.
10-K
000-54768
May 4, 2020
 20.22
 
 
2
 
 
 Code of Ethics
8-K
  000-54768
Jan 31, 2017
14.1 
 Subsidiaries of Registrant
10-K  
  000-54768
May 30, 2017
21.1
23.1
Consent of PricewaterhouseCoopers LLP
   
   
    Filed herewith  
23.1
Power of Attorney (contained on signature page to the previously filed Annual Report on Form 10-K)
10-K  
  000-54768
May 30, 2017
24.1
Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  

Filed herewith
 
Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
  

  Filed herewith
 
Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  

  Furnished herewith
 
Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
  

  Furnished herewith
 
 
 
________
† Portions of this exhibit (indicated by asterisks) have been omitted.
 
 
 

 
ITEM 16. FORM 10-K SUMMARY
 
None.
 
 
3
 
 
SIGNATURES 
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
LOOP INDUSTRIES, INC.
 
 
 
 
Date:  September 20, 2020
By:
/s/ Daniel Solomita
 
 
Name:
Daniel Solomita
 
 
Title:
Chief Executive Officer, President, and Director
 
 
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.
 
Date:  September 20, 2020
By:
/s/ Daniel Solomita
 
 
Name:
Daniel Solomita
 
 
Title:
Chief Executive Officer, President, and Director
(principal executive officer)
 
 
 
 
 
Date:  September 20, 2020
By:
/s/ Nelson Gentiletti
 
 
Name:
Nelson Gentiletti
 
 
Title:
Chief Operating Officer and Chief Financial Officer (principal accounting officer and principal financial officer), Secretary and Treasurer
 
 
 
 
 
Date:  September 20, 2020
By:
/s/ Pete Kezios
 
 
Name:
Pete Kezios
 
 
Title:
Director
 
 
 
 
 
Date:  September 20, 2020
By:
/s/ Jay Stubina
 
 
Name:
Jay Stubina
 
 
Title:
Director
 
 
 
 
 
Date:  September 20, 2020
By:
/s/ Andrew Lapham
 
 
Name:
Andrew Lapham
 
 
Title:
Director
 
 
 
 
 
Date:  September 20, 2020
By:
/s/ Laurence Sellyn
 
 
Name:
Laurence Sellyn
 
 
Title:
Lead Director
 
 
 
 
4