[8-K] LOOP MEDIA INC Reports Material Event

Rhea-AI Filing Summary

180 Life Sciences Corp. (NASDAQ: ATNF/ATNFW) filed an 8-K on 11-12 July 2025 disclosing compensation-related actions approved by its Board of Directors.

• Accelerated vesting – executives: The Board accelerated in-full vesting of (i) 435,000 stock options (exercise price $0.9290; 10-year term) and (ii) 175,750 restricted shares previously granted on 17 June 2025 to CEO Blair Jordan and CAO Eric Van Lent.
• Accelerated vesting – non-executive directors: Vesting of 530,000 options (same $0.9290 exercise price) and 214,579 restricted shares granted on 17 June 2025 to three independent directors was likewise accelerated.
• Shareholder approval still required: Under Nasdaq rules and the company’s 2025 Option Incentive Plan, none of the accelerated options may be exercised until shareholders approve the 2025 Plan. If approval is not obtained within one year of adoption, all options issued under the plan will be cancelled.
• Consulting agreement amendment: On 12 July 2025, the company, Eric Van Lent and EVL Consulting, LLC extended Mr. Van Lent’s Executive Consulting Agreement through 31 Dec 2025 and increased the early-termination fee from $10,000 to $25,000.
• No financial or operational metrics were reported.

The filing contains updated exhibits for the 2025 Option Incentive Plan, related award agreements and the amended consulting agreement.

Positive

• All accelerated options remain non-exercisable until shareholder approval, providing an investor safeguard against immediate dilution.
• Extension of CAO agreement through year-end secures continuity in a key finance role at a low incremental cost.

Negative

• Front-loaded share-based compensation expense from accelerated vesting could pressure near-term reported earnings.
• Potential dilution of up to ~1.36 million shares (options plus restricted stock) once shareholder approval is obtained.

Insights

Compensation Analyst

TL;DR Acceleration increases current share-based comp expense and potential dilution; options still contingent on shareholder approval.

The board’s decision brings forward the vesting schedule for 965,000 options and 390,000 restricted shares. While this rewards leadership and directors immediately, it concentrates expense recognition into Q3 FY25 under ASC 718. Dilution risk is moderate because option exercise cannot occur until shareholders approve the 2025 Plan; absent approval, all options are void. The consulting agreement extension modestly raises fixed obligations (extra $15k maximum termination fee) but secures continuity in the CAO role through year-end. Overall impact on valuation is limited and largely accounting-based, not cash.

Portfolio Manager

TL;DR Governance-neutral action; immaterial cash outflow, minor potential dilution, contingent on shareholder vote.

From an investor’s lens, the accelerated vesting signals confidence in management but does not alter core fundamentals—no revenue, margin or pipeline updates were provided. Total underlying shares (≈1.36 million) represent a modest fraction of ATNF’s 46 million basic shares outstanding (per last 10-Q), implying <3% possible dilution if fully exercised/issued. Because exercise is blocked pending shareholder approval, immediate market impact should be small. The consulting amendment adds negligible cost. I view the filing as routine housekeeping rather than a catalyst.

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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 8, 2025

Loop Media, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada		001-41508		47-3975872
(State or Other Jurisdiction		(Commission		(IRS Employer
of Incorporation)		File Number)		Identification No.)

2600 West Olive Avenue, Suite 54470 Burbank, CA		91505
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (213) 436-2100

N/A

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

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 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation Under an Off-Balance Sheet Arrangement.

On July 8, 2025, Loop Media, Inc., a Nevada corporation (the “Company”), received a demand letter (the “Notice”) from the American Society of Composers, Authors and Publishers (“ASCAP”) declaring the full amount owed to it under that certain Settlement Agreement entered into by and between the Company and ASCAP, effective December 6, 2024 (the “Settlement Agreement”), immediately due and payable. Pursuant to the Settlement Agreement, should the Company fail to cure a default on its payment obligations, ASCAP shall be entitled to accelerate any portion of the amount that remains due so that the remaining balance becomes immediately due and payable. The amount owed to ASCAP under the Settlement Agreement is one million one hundred seventy-five thousand dollars ($1,175,000). If the Company is unable to comply with the Notice, there can be no assurance as to whether ASCAP will enforce its rights by seeking all available legal and equitable remedies.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

Date: July 14, 2025	LOOP MEDIA, INC.
	By:	/s/ Justis Kao
		Justis Kao, Interim Chief Executive Officer

FAQ

How many 180 Life Sciences (ATNF) options had vesting accelerated?

The Board accelerated vesting of 965,000 stock options granted to executives and non-executive directors.

What is the exercise price of the accelerated options?

All options have an exercise price of $0.9290 per share, the market close on 17 June 2025.

Can the newly vested options be exercised immediately?

No. Shareholder approval of the 2025 Option Incentive Plan is required; without it, the options will be cancelled.

How many restricted shares vested as a result of the Board action?

A total of 390,329 restricted shares (executive and director grants combined) vested in full on 11-12 July 2025.

What changes were made to Eric Van Lent’s consulting agreement?

The term was extended to 31 December 2025 and the termination fee increased from $10,000 to $25,000.

Does the filing affect 180 Life Sciences’ cash position?

The actions are primarily non-cash accounting events; only the higher termination fee could lead to a modest future cash outflow.