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As filed with the Securities and Exchange Commission on August 2, 2019

Registration No. 333-225943

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

POST-EFFECTIVE AMENDMENT NO. 1

to

FORM S8

 

REGISTRATION STATEMENT

Under The Securities Act of 1933

 

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 Number)

 

480 Fernand-Poitras Terrebonne, Québec, Canada J6Y 1Y4

(450) 951-8555

(Address of principal executive offices, including zip code)

 

2017 Equity Incentive Plan

(Full title of the plan)

 

Daniel Solomita

President and Chief Executive Officer

Loop Industries, Inc.

480 Fernand-Poitras

Terrebonne, Quebec, Canada, J6Y 1Y4

(450) 951-8555

(Name, address and telephone number, including area code, of agent for service)

 

Copies to:

Martin J. Waters, Esq.

Megan J. Baier, Esq.

Wilson Sonsini Goodrich & Rosati, P.C.

1301 Avenue of the Americas

New York, NY 10019

(212) 999-5800

(650) 493-9300

 

Nelson Gentiletti

Chief Operating and Chief Financial Officer

Loop Industries, Inc.

480 Fernand-Poitras

Terrebonne, Quebec, Canada, J6Y 1Y4

(450) 951-8555

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

¨

Accelerated filer

x

Non-accelerated filer

¨

Smaller reporting company

x

(Do not check if a 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 7(a)(2)(B) of the Securities Act. ☐

 

 
 
 
 

 

EXPLANATORY NOTE

 

This Post-Effective Amendment No. 1 relates to the following registration statement (the “Registration Statement”) filed with the Securities and Exchange Commission on June 28, 2018 by Loop Industries Inc., a Nevada corporation (the “Company”):

 

 

·Registration Statement filed on Form S-8, File No. 333-225943, registering 1,500,000 shares of common stock, par value $0.0001 per share, for issuance under the Company’s 2017 Equity Incentive Plan.

 

This Post-Effective Amendment No. 1 to the Registration Statement is being filed solely for the purpose of filing Exhibit 23.2 thereto, to add the Consent of the Company’s previous Independent Registered Public Accounting Firm. All other portions of the Registration Statement, as previously filed, remain unchanged. No additional securities are to be registered, and registration fees were paid upon filing of the original Registration Statement.

 

 
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Item 8. Exhibits.

 

 

 

 

 

  Incorporated by Reference

Exhibit Number

 

 Description of Exhibit

 

Form

 

File No.

 

Exhibit Number

 

Filing Date

4.1

 

Articles of Incorporation, as amended to date

 

10-K

 

000-54768

 

3.1

 

5/30/2017

4.2

 

By-laws, as amended to date

 

8-K

 

000-54768

 

3.1

 

4/10/2018

4.3

 

Loop Industries, Inc. 2017 Equity Incentive Plan, and form of agreements thereunder

 

10-Q

 

000-54768

 

4.3

 

10/11/2017

5.1

 

Opinion of Ballard Spahr LLP

 

S-8

 

333-225943

 

5.1

 

06/28/2018

23.1

 

Consent of PricewaterhouseCoopers LLP

 

S-8

 

333-225943

 

23.1

 

06/28/2018

23.2*

 

Consent of Weinberg & Company, P.A.

 

 

 

 

 

 

 

 

23.3

 

Consent of Ballard Spahr LLP (contained in Exhibit 5.1 hereto)

 

S-8

 

333-225943

 

23.3

 

06/28/2018

24.1

 

Power of Attorney

 

S-8

 

333-225943

 

24.1

 

06/28/2018

 

*

Filed herewith.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Post-Effective Amendment No. 1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Terrebonne, Province of Quebec, Canada on the 2nd day of August, 2019.

 

LOOP INDUSTRIES INC.

 

 

By:

/s/ Daniel Solomita

 

 

Daniel Solomita

 

 

President and Chief Executive Officer

 

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement on Form S-8 has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

 

Title

 

Date

 

 

 

 

 

/s/ Daniel Solomita

 

Chief Executive Officer, President and Director (principal executive officer)

 

August 2, 2019

Daniel Solomita

 

 

 

 

 

 

/s/ Nelson Gentiletti

 

Chief Financial Officer and Treasurer (principal accounting officer and principal financial officer)

 

August 2, 2019

Nelson Gentiletti

 

 

 

 

 

 

*

 

Director

 

August 2, 2019

Laurence Sellyn

 

 

 

 

 

 

*

 

Director

 

August 2, 2019

Jay Stubina

 

 

 

 

 

 

/s/ Sidney Horn

 

Director

 

August 2, 2019

Sidney Horn

 

 

 

 

 

 

/s/ Andrew Lapham

 

Director

 

August 2, 2019

Andrew Lapham

 

*

By:

/s/ Daniel Solomita

 

 

Daniel Solomita

 

 

Attorney-in-fact

 

 

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