Loop Media faces asset auction after loan default

Loop Media, Inc. reports that its lender, Capital Foundry Funding, LLC, has declared a default under the company’s revolving credit facility.

Rhea-AI Filing Summary

Loop Media, Inc. reports that its lender, Capital Foundry Funding, LLC, has declared a default under the company’s revolving credit facility. As of September 1, 2025, Loop Media and its subsidiary owed about $1.935 million under this agreement, which is secured by a first‑priority lien on essentially all of their assets.

Capital Foundry has notified Loop Media that it plans to sell the collateral at a public auction on September 25, 2025 to satisfy these obligations, and the company expects that substantially all of its remaining assets will be sold. Loop Media warns that if this occurs, the value of its securities would likely decline dramatically or become worthless.

The company also states that, in connection with the potential sale of substantially all assets and a possible winding up of the business, it intends to file a Form 15 with the SEC on September 17, 2025 to deregister its securities and suspend its reporting obligations.

Positive

• None.

Negative

• Capital Foundry default and enforcement: The lender has declared a default and plans a September 25, 2025 auction of collateral securing about $1.935 million, threatening substantially all company assets.
• Equity value at risk: Loop Media warns that if substantially all assets are sold, the value of its securities would likely decline dramatically or become worthless.
• Deregistration and potential wind‑up: The company intends to file Form 15 on September 17, 2025 to deregister its securities and suspend SEC reporting in connection with a potential winding up.

Insights

Distressed credit and equity analyst

Lender default and planned asset auction put Loop Media’s equity at serious risk.

Loop Media explains that Capital Foundry has declared a default under its revolving credit facility and holds a first‑priority security interest over the company’s and its subsidiary’s assets. As of September 1, 2025, obligations under the agreement totaled about $1.935 million, and the lender has moved toward enforcing its collateral rights.

The lender issued a notice of disposition stating it intends to sell the collateral at a public auction on September 25, 2025 to satisfy these obligations. Loop Media expects substantially all remaining assets to be sold and explicitly notes that, if this occurs, the value of its securities would likely decline dramatically or become worthless, highlighting severe impairment risk for shareholders.

Separately, the company indicates it intends to file a Form 15 on September 17, 2025 to deregister its securities and suspend reporting obligations, in connection with a potential winding up. Subsequent disclosures in regulatory filings, if any, would clarify how the auction outcome and deregistration process ultimately affect stakeholders.

8-K Event Classification

2 items: 2.04, 8.01

2 items

Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation Financial

An event triggered acceleration or increase of an existing financial obligation, such as a debt covenant breach.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

FAQ

What major event did Loop Media, Inc. (LPTV) disclose in this 8-K?

Loop Media disclosed that its lender, Capital Foundry Funding, LLC, has declared a default under its revolving credit facility and plans to sell the collateral at a public auction to satisfy outstanding obligations.

How much does Loop Media, Inc. owe under the loan agreement with Capital Foundry?

As of September 1, 2025, Loop Media and its subsidiary had outstanding obligations of approximately $1.935 million under the Loan and Security Agreement with Capital Foundry.

When is the planned auction of Loop Media, Inc.’s assets scheduled to occur?

Capital Foundry notified Loop Media that it intends to sell the collateral in a public auction scheduled for September 25, 2025 to satisfy the outstanding obligations.

How could the auction impact the value of Loop Media, Inc. (LPTV) securities?

Loop Media states that if the auction results in the sale of substantially all of its assets, the value of its securities would likely decline dramatically or become worthless.

What does Loop Media, Inc. plan to do regarding its SEC registration and reporting?

In connection with the proposed disposition of substantially all assets and a potential winding up, Loop Media intends to file a Form 15 on September 17, 2025 to deregister its securities and suspend its reporting obligations under the Exchange Act.

Why is Loop Media, Inc. considering winding up the company?

The company links the potential winding up to the proposed disposition of substantially all of its assets through the lender’s planned auction intended to satisfy the outstanding obligations under the credit facility.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 09/17/2025 - 04:36 PM Learn about SEC filing dates

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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): September 5, 2025

LOOP MEDIA, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41508		47-3975872
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

2600 West Olive Avenue, Suite 5470

Burbank, CA 91505

(Address of principal executive offices, including zip code)

(213) 436-2100

(Registrant’s telephone number, including area code)

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:

☐	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
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 or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, effective February 3, 2025, Loop Media, Inc. (the “Company”) and Retail Media TV, Inc., a wholly-owned subsidiary of the Company (“Retail Media” and together with the Company, the “Borrowers”), entered into a Loan and Security Agreement (the “Agreement”) with Capital Foundry Funding, LLC (together with its affiliates, “Capital Foundry”) for a revolving line of credit facility. Under the Agreement, the Borrowers granted to Capital Foundry a first-priority security interests on all of each Borrower’s present and future property and assets, including the products and proceeds thereof (collectively, the “Collateral”). As of September 1, 2025, the Borrowers had outstanding obligations under the Agreement of approximately $1.935 million (the “Obligations”).

On September 5, 2025, Capital Foundry delivered a notice of its reservation of rights under the Agreement, outlining that the Borrowers were in Default under the Loan Agreement for reasons including, but not limited to, having exceeded the Maximum Credit Amount (as defined under the Agreement) and the Borrowers not immediately paying Capital Foundry the excess of such Maximum Credit Amount, as required under the Agreement, and certain other defaults. On September 10, 2025, Capital Foundry delivered to the Borrowers a notice of disposition of collateral notifying the Borrowers that it intends to sell the Collateral in a public auction to be held on September 25, 2025 (the “Auction”) to satisfy the Borrowers’ outstanding Obligations under the Agreement. The Company expects that substantially all of its remaining assets will be sold in the Auction to satisfy the Obligations. To the extent the Auction concludes with the sale of substantially all of the Company’s assets, the value of the Company’s securities would decline dramatically or become worthless.

Item 8.01 Other Events.

On September 17, 2025, in connection with the proposed disposition of substantially all of the Company’s assets and the potential winding up of the Company, the Company intends to file a Form 15 with the Securities and Exchange Commission (the “SEC”) to deregister its securities under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”) and suspend its reporting obligations under the Exchange Act.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include any statements regarding the Auction, deregistration process, or winding up of the Company. These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the risks and uncertainties indicated from time to time in the section entitled “Risk Factors” in our annual report on Form 10-K and other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.

SIGNATURE

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 MEDIA, INC.
Dated: September 17, 2025	By:	/s/ Justis Kao
		Justis Kao
		Interim Chief Executive Officer