[8-K] Loop Industries, Inc. Reports Material Event

Rhea-AI Filing Summary

ECD Automotive Design, Inc. (Nasdaq: ECDA) filed an 8-K summarising the outcomes of its 22-Jul-2025 annual meeting, where 53.46% of the 47.6 m outstanding shares were represented.

• Reverse stock split authority: Shareholders authorised the board to effect one or more reverse splits of up to 1-for-200 any time before 31-Jul-2026 (25.13 m FOR; 302k AGAINST).
• Nasdaq Rule 5635 share-issuance waiver: Approved issuance of shares tied to three June-2025 financing agreements in excess of the 19.99% cap and below the Nasdaq “Minimum Price” (25.02 m FOR; 410k AGAINST).
• Equity Incentive Plan expansion: Reserve lifted from 2.5 m to 15 m shares (25.00 m FOR; 437k AGAINST).
• Director election: Thomas Wood elected Class II director through the 2028 AGM (25.13 m FOR; 285k AGAINST).
• Auditor ratification: Barton CPA PLLC retained for fiscal 2025 (25.36 m FOR; 44k AGAINST).

All proposals passed comfortably; no other material financial data or forward guidance was provided.

Positive

• Capital-structure flexibility: Board now authorised to execute reverse split and raise equity beyond Nasdaq caps, improving odds of maintaining listing.
• Strong shareholder support: Each proposal passed with >98% of votes cast (except split authority at 53%), indicating investor alignment.
• Auditor continuity: Barton CPA PLLC ratified with 99.7% support, reducing audit-transition risk.

Negative

• Potential dilution: Approval to issue >20% new shares and increase incentive pool to 15 m shares could materially dilute existing holders.
• Reverse split signal: Authorization for a split up to 1:200 implies the share price may be at risk of breaching Nasdaq minimums.

Insights

Securities Analyst

TL;DR: All AGM proposals passed, providing financing flexibility but introducing dilution and signalling potential share-price weakness.

The meeting secured board authority for a reverse split of up to 1:200—typically used to regain Nasdaq price compliance—suggesting management anticipates continued share-price pressure. Shareholders also approved issuances above the 19.99% cap tied to recent financing agreements and expanded the equity incentive pool six-fold to 15 m shares; both moves are materially dilutive but give the company capital-raising latitude. Auditor ratification and director election are routine. Net impact is neutral: flexibility is positive, but dilution and split risk offset the benefit.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

July 18, 2025

LOOP INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-38301		27-2094706
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

480 Fernand-Poitras

Terrebonne, Quebec, Canada, J6Y 1Y4

(Address of principal executive offices, including zip code)

(450) 951-8555

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	LOOP	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 

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. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”) of Loop Industries, Inc. (the “Company”) was held virtually on July 18, 2025. At the 2025 Annual Meeting, the Company’s stockholders elected Laurent Auguste, Spencer Hart, Louise Sams, Laurence Sellyn and Jay Stubina to serve as members of the Board of Directors of the Company (the “Board”) until the 2026 Annual Meeting of Stockholders or until their respective successors have been elected and qualified. On July 18, 2025, Daniel Solomita was elected to the Board upon the affirmative vote of the sole holder of the Company’s Series A Preferred Stock, resulting in a total of six directors. In addition, the Company’s stockholders took the following actions at the 2025 Annual Meeting: (i) the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2026 was ratified; (ii) a proposal for advisory approval of the compensation of the Company’s named executive officers as disclosed in the proxy statement was approved; and (iii) a proposal for advisory approval of the frequency of future advisory votes on executive compensation was approved to be held every year.

The proposals below are described in detail in the Company’s definitive proxy statement dated May 29, 2025. The voting results for each proposal were as follows:

Proposal 1: Election of five directors to hold office until the 2026 Annual Meeting of Stockholders or until their respective successors have been elected and qualified:

		For				Withheld				Broker Non-Votes
Laurent Auguste			98,969,448				113,967				5,577,445
Spencer Hart			99,041,598				41,817				5,577,445
Louise Sams			98,967,489				115,926				5,577,445
Laurence Sellyn			99,040,475				42,940				5,577,445
Jay Stubina			99,040,921				42,494				5,577,445

Proposal 2: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending February 28, 2026:

For				Against				Abstain
	104,584,262				14,238				62,360

Proposal 3: Vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the proxy statement:

For				Against				Abstain				Broker Non-Votes
	98,437,462				507,195				138,758				5,577,445

Proposal 4: Vote to approve, on an advisory basis, the frequency of future advisory votes on executive compensation:

1 Year				2 Years				3 Years				Abstain				Broker Non-Votes
	98,957,462				11,626				39,909				74,418				5,577,445

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	LOOP INDUSTRIES, INC.
Date: July 22, 2025	By:	/s/ Nicolas Lafond
		Nicolas Lafond
		Interim Chief Financial Officer

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FAQ

What reverse stock split ratio did ECDA shareholders approve?

They authorised up to a 1-for-200 reverse split, executable any time before 31 Jul 2026 at the board’s discretion.

How many new shares can ECD Automotive Design issue under the June 2025 financing agreements?

Shareholders waived the 19.99% Nasdaq cap, allowing all shares required by the June 5 & 20, 2025 agreements to be issued, even below the “Minimum Price.”

How big is the increase to ECDA’s Equity Incentive Plan?

The reserve rises from 2.5 million to 15 million common shares.

Was the company’s auditor changed for 2025?

No. Barton CPA PLLC was ratified with 99.71% of votes cast.

Who was elected to ECDA’s board at the 2025 AGM?

Thomas Wood was elected as a Class II director through the 2028 annual meeting.