United States


Securities and Exchange Commission


Washington, D.C. 20549





FORM 10-K/A


Amendment No. 1 to Form 10-K





☒
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934For the
fiscal year ended February 29, 2020





or





☐ TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934For 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 registeredCommon
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.





Documents
incorporated by reference:





Items 10, 11, 12
(as to security ownership of certain beneficial owners and
management), 13 and 14 of Part III shall be incorporated by
reference information from the registrant's proxy statement to be
filed with the Securities and Exchange Commission in connection
with the solicitation of proxies for the registrant's 2020 Annual
Meeting of Stockholders.














EXPLANATORY NOTE





Loop Industries,
Inc. (the “Company,” “Loop,”
“we” or “us”) is filing this Amendment No.
1 on Form 10-K/A (“Form 10-K/A”) to its Annual Report
on Form 10-K for the fiscal year ended February 29, 2020,
originally filed with the Securities and Exchange Commission (the
“SEC”) on May 4, 2020 (“Original Filing”),
to correct an inadvertent reference to going concern included in
the Liquidity Section of Item 7, which was included in error (the
“Error”). Management believes that the Company has
sufficient financial resources to fund planned operating and
capital expenditures and other working capital needs for at least,
but not limited to, the 12-month period from the date of issuance
of the February 29, 2020 consolidated financial
statements.





Items Amended in this Form 10-K/A





Only
the following items from the Original Filing have been amended and
included below to correct the Error described above. Otherwise the
remainder of the Original Filing remains
unchanged.





A.    Part
II, Item 7. Management’s Discussion and Analysis of Financial
Condition and Results of Operations, solely to delete the Error as
described above.


B.    Part
III, Item 15. Exhibits and Financial Statement Schedules, solely to
update the requisite certifications required by sections 302 and
906 of the Sarbanes-Oxley Act of 2002, as amended, from our Chief
Executive Officer and Chief Financial Officer, dated as of the
filing date of this Form 10-K/A





This
Amendment continues to speak as of the filing date of the Original
Filing, does not reflect events that may have occurred subsequent
to that date, and does not modify or update any related disclosures
made in the Original Filing.

















ITEM 7. MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





The following information and any forward-looking statements should
be read in conjunction with “Risk Factors” discussed
elsewhere in this Report. Please refer to the Cautionary Note
Regarding Forward-Looking Statements on page 4.








Introduction





Loop
Industries is a technology company whose mission is to accelerate
the world's shift toward sustainable PET plastic and polyester
fiber and away from our dependence on fossil fuels. Loop Industries
owns patented and proprietary technology that depolymerizes no- and
low-value waste PET plastic and polyester fiber, including bottles,
packaging, carpets, and other textiles of any color, transparency
or condition, including waste PET plastic recovered from the ocean
that has been degraded by the sun and salt, to its base building
blocks (monomers). The monomers are filtered, purified and
polymerized to create virgin-quality LoopTM branded PET resin
suitable for use in food-grade packaging, and polyester fiber, thus
enabling our customers to meet their sustainability objectives.
Loop Industries is contributing to the global movement towards a
circular economy by preventing plastic waste and recovering waste
plastic for a more sustainable future for all.





Plan of Operation





We
plan to continue to allocate available capital to strengthen our
intellectual property portfolio, build a core competency in
managing strategic relationships and continue enhancing our
LoopTM brand value. Our research and development innovation
hub in Terrebonne, Québec, Canada will continue to push
forward the development of our technology. We are investing in
building a strong management team to integrate best in class
processes and practices while maintaining our entrepreneurial
culture.





During
the year ended February 29, 2020, we continued executing our
corporate strategy where Loop Industries focused on developing
distinct business models for the commercialization of LoopTM
PET resin and polyester fiber to customers: 1) from our joint
venture with Indorama, and 2) from our Infinite LoopTM
greenfield facilities. We are continuing to develop the engineering
of the Infinite LoopTM platform and we have increased our
focus on the development of Infinite LoopTM projects in Europe
and in North America.





In
September of 2018, in connection with one of our business models,
we announced a joint venture with Indorama to retrofit their
existing PET manufacturing facilities. The joint venture was formed
to manufacture and commercialize sustainable LoopTM PET resin
and polyester fiber to meet the growing global demand from beverage
and consumer packaged goods companies.The joint venture agreement details
the establishment of an initial 20,700 metric tons per year
facility in Spartanburg, South Carolina.





Following
the decision of the joint venture with Indorama to double the
capacity of the planned Spartanburg plant due to customer demand to
40,000 metric tons per year as disclosed in our 10-Q for the period
ended August 31, 2019, we identified a number of enhancements to
the plant design to improve the operability and lower the
total construction cost of the plant.  We have currently contracted
for the sale of the initial 20,700 metric tons expected output of
the Spartanburg facility and we continue discussions to contract
the additional volume up to its planned increased capacity of
40,000 metric tons.





As
part of the joint venture agreement to establish the facility to
produce 40,000 metric tons, we are committed to contribute its
equity share for the costs under the joint venture agreement to
construct the facility. As at April 30, 2020, we have contributed
$1,500,000 to the joint venture.





On
March 25, 2020, 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 the order provides exemptions that
allow us to continue reduced operations at the pilot plant and we
have been continuing work with our joint venture partner, Indorama,
and our engineering partner, to oversee the engineering for the
Spartanburg joint venture facility and pursue our plans for the
commercialization of our technology. We have made arrangements for
certain employees to work remotely to support these engineering
activities. The government has recently announced that we can
re-start complete operations on May 11.





The Québec provincial
government order has not significantly impacted our ability to work
to advance this project to date and the commercialization plan for
commissioning of the planned Spartanburg facility is currently
unchanged. However, the planned timing may potentially be affected
by the COVID-19 pandemic. We are monitoring the potential impact of
the pandemic on the global economy and capital markets, as well as
on the operations of our partners who are critical to achieving the
anticipated commissioning date of the facility scheduled for the
third quarter of the calendar year 2021. Both Loop
Industries and our partners are fully committed to the
joint venture and are working diligently on the commercialization
plan.





2





We,
through our wholly-owned subsidiary Loop Innovations, LLC, a
Delaware limited liability company, entered into a Joint Venture
Agreement (the “Agreement”), as stated above, with
Indorama, to manufacture and commercialize sustainable PET resin
and polyester fiber to meet the growing global demand from beverage
and consumer packaged goods companies. Each company has 50/50
equity interest in Indorama Loop Technologies, LLC
(“ILT”), which was specifically formed to operate and
execute the joint venture.





This
partnership brings together Indorama’s manufacturing
footprint and Loop Industries’ proprietary science and
technology to become a supplier in the ‘circular’
economy for 100% sustainable and recycled PET resin and polyester
fiber.





We are
contributing to the 50/50 joint venture an exclusive world-wide
royalty-free license to use its proprietary technology to produce
100% sustainably produced PET resin and polyester fiber in addition
to its equity cash contribution.





To
drive our Infinite LoopTM business
model, which is a key pillar of our commercialization blueprint, we
intend to partner with PET polymerization technology providers and
EPC companies (Engineering, Procurement, Construction). As Loop
Industries’ technology is agnostic to PET polymerization
technology, we are also exploring other partners that provide PET
polymerization technology to help us commercialize our Infinite
LoopTM solution—a
fully integrated and reimagined manufacturing facility for
sustainable LoopTM PET
resin and polyester fiber.





We
believe the Infinite LoopTM solution
will result in a highly scalable model to supply the global demand
for 100% sustainable LoopTM PET resin and polyester fiber,
allowing us to rapidly penetrate and transform the plastic market
and fully capitalize on our disruptive potential to be the leader
in the circular economy for PET plastic. This also fundamentally
changes where and how PET resin production occurs—no longer
does PET resin production need to be bound to fossil fuels and
fossil fuel infrastructure. Infinite LoopTM facilities
could be located near large urban centers where feedstock is
located, and transportation and logistics costs could be
significantly reduced as the distance between feedstock,
manufacturing and customer use is collapsed.





We
believe the proposition for those seeking a turnkey solution to
manufacture LoopTM PET resin and polyester fiber, such as
chemical companies, waste managers, existing recyclers and even
consumer good companies around the world is compelling. We further
believe that once the first facilities are operational it may
create the possibility of licensing the technology to create a
recurring revenue stream for us while expanding the capacity of
LoopTM PET resin and polyester fiber in the marketplace to
meet the substantial demand from consumer goods
companies.





Consumer
brands are seeking a solution to their plastic challenge, and they
are taking bold action. In the past year, we have seen major brands
make significant commitments to close the loop on their plastic
packaging in two ways, by transitioning their packaging to
recyclable materials and by incorporating more recycled content
into their packaging. We believe LoopTM PET resin and
polyester fiber provides the ideal solution for these brands
because LoopTM PET resin and polyester fiber contains 100%
recycled PET and polyester fiber content. The LoopTM PET resin
and polyester fiber is virgin quality suitable for use in
food-grade packaging. That means consumer packaged goods companies
can now market packaging made from a 100% LoopTM branded PET
resin and polyester fiber.





Loop
Industries believes that due to the commitments by large global
consumer brands to incorporate more recycled content into their
product packaging, the regulatory requirements for minimum recycled
content in packaging imposed by governments, the virgin-like
quality of LoopTM branded PET and the marketability of
LoopTM PET to extoll the sustainability credentials of
consumer brands that incorporate LoopTM PET, it will be able
to sell its LoopTM branded PET at a premium price relative to
virgin and mechanically recycled PET.





3





Results of Operations





Fourth Quarter Ended February 29, 2020





The
following table summarizes our operating results for the
three-month periods ended February 29, 2020 and February 28, 2019,
in U.S. Dollars.





Three Months
EndedFebruary 29,
2020
February 28,
2019
$ ChangeRevenues
$-
$
$-ExpensesResearch and
developmentStock-based
compensation
311,253
250,251
61,002Other
research and development
1,159,676
273,815
885,861Total
research and development
1,470,929
524,066
946,863General and
administrativeStock-based
compensation
547,327
575,240
(27,913)Legal
settlement
-
4,041,627
(4,041,627)Other
general and administrative
1,221,037
1,514,203
(293,166)Total
general and administrative
1,768,364
6,131,070
(4,362,706)Depreciation and
amortization
245,065
136,285
108,780Impairment of
intangible assets
-
298,694
(298,694)Interest and other
finance costs
406,215
425,964
(19,749)Interest
income
(136,913)
-
(136,913)Foreign
exchange loss (gain)
4,303
38,632
(34,329)Total
expenses
3,757,963
7,554,711
(3,796,748)Net
loss
$(3,757,963)
(7,554,711)
$3,796,748





The net
loss for the three-month period ended February 29, 2020 decreased
$3.80 million to $3.76 million, as compared to the net loss for the
three-month period ended February 28, 2019 which was $7.55
million.  The decrease is primarily due to decreased general
and administrative expenses of $4.36 million, a decrease in
impairment of intangible assets of $0.30 million, an increase in
interest income of $0.14 million, partially offset by higher
research and development expenses of $0.95 million and by higher
depreciation and amortization of $0.11 million.





Research
and development expenses for the three-month period ended February
29, 2020 amounted to $1.47 million compared to $0.52 million for
the three-month period ended February 28, 2019, representing an
increase of $0.95 million, or $0.89 million excluding stock-based
compensation. The increase of $0.89 million was primarily
attributable to higher employee related expenses of $0.63 million,
higher spending for purchases and consumables of $0.15 million and
higher professional fees of $0.06 million. The increase in non-cash
stock-based compensation expense of $0.06 million is mainly
attributable to the timing of certain stock awards provided to
employees.





4





General
and administrative expenses for the three-month period ended
February 29, 2020 amounted to $1.77 million compared to $6.13
million for the three-month period ended February 28, 2019,
representing a decrease of $4.36 million, or $0.29 million
excluding stock-based compensation and the legal settlement. The
decrease of $4.36 million was primarily due to a legal settlement
expense which amounted to $4.04 million for the three-month period
ended February 28, 2019 compared to nil for the three-month period
ended February 29, 2020. Other variances were attributable to lower
employee related expenses of $0.23 million, lower legal, accounting
and other professional fees of $0.41 million offset by higher
Directors’ and Officers’ insurance expenses of $0.24
million. Stock-based compensation expense for the three-month
period ended February 29, 2020 amounted to $0.55 million compared
to $0.58 million for the three-month period ended February 28,
2019, representing a decrease of $0.03 million. The decrease was
mainly attributable to lower stock awards provided to
executives.





Depreciation
and amortization for the three-month period ended February 29, 2020
totaled $0.25 million compared to $0.14 million for the three-month
period ended February 28, 2019, representing an increase of $0.11
million. The increase is mainly attributable to an increase in the
amount of fixed assets held at our pilot plant and corporate
offices. Impairment of intangible assets for the three-month period
ended February 29, 2020 was nil compared to $0.30 million for the
three-month period ended February 28, 2019, representing a decrease
of $0.30 million. The increase is entirely attributable to the
write-off of the remaining intangible asset balance of the GEN I
technology of $0.30 million in the three-month period ended
February 28, 2019.





Interest
and other finance costs for the three-month period ended February
29, 2020 totaled $0.41 million compared to $0.43 for the
three-month period ended February 28, 2019, representing a decrease
of $0.02 million. The decrease is mainly attributable to a decrease
in interest expense relating to the convertible notes converted
during the year in the amount of $0.06 million offset by an
increase in accretion expense also relating to the convertible
notes converted during the year in the amount of $0.04
million.





Fiscal Year Ended February 29, 2020





The
following table summarizes our operating results for the years
ended February 29, 2020 and February 28, 2019, in U.S.
Dollars.





Years
EndedFebruary 29,
2020
February
28,2019
$
ChangeRevenues
$-
$-
$-ExpensesResearch and
developmentStock-based
compensation
1,252,394
1,160,254
92,140Other
research and development
3,464,781
2,288,293
1,176,488Total
research and development
4,717,175
3,448,547
1,268,628General and
administrativeStock-based
compensation
2,216,997
2,824,902
(607,905)Legal
settlement
-
4,041,627
(4,041,627)Other
general and administrative
4,998,423
5,986,336
(987,913)Total
general and administrative
7,215,420
12,852,865
(5,637,445)Depreciation and
amortization
830,432
502,996
327,436Impairment of
intangible assets
-
298,694
(298,694)Interest and other
finance costs
2,223,304
467,082
1,756,222Interest
income
(500,478)
-
(500,478)Foreign
exchange loss (gain)
19,602
(33,773)
53,375Total
expenses
14,505,455
17,536,411
(3,030,956)Net
loss
$(14,505,455)
(17,536,411)
3,030,956





5





The net
loss for the year ended February 29, 2020 decreased by $3.03
million, to $14.51 million, as compared to the net loss for the
year ended February 28, 2019 which was $17.54 million. The decrease
is primarily explained by lower general and administrative expenses
of $5.64 million, an increase in interest income of $0.50 million
and a decrease of impairment of intangible assets of $0.30 million
offset by an increase in research and development expenses of $1.27
million, an increase in interest and other finance costs of $1.76
million, an increase in depreciation and amortization of $0.33
million and an increase in foreign exchange of $0.05
million.





Research
and development expenses for year ended February 29, 2020 amounted
to $4.72 million compared to $3.45 million for the year ended
February 28, 2019, representing an increase of $1.27 million, or
$1.18 million excluding stock-based compensation. The increase of
$1.18 million was primarily attributable to higher employee related
expenses of $1.01 million, increased purchases and consumables of
$0.21 million, higher travel costs of $0.06 and higher facilities
costs of $0.05 offset by lower professional fees of $0.30 million.
The increase in non-cash stock-based compensation expense of $0.09
million was attributable to the timing of certain stock awards
provided to employees.





General
and administrative expenses for the year ended February 29, 2020
totaled $7.22 million compared to $12.85 million for the year
ended February 28, 2019, representing a decrease of $5.64 million,
or $0.99 million excluding stock-based compensation and the legal
settlement. The decrease of $5.64 million was primarily
attributable to a legal settlement expense which amounted to nil
for the year ended February 29, 2020 compared to $4.04 million for
the year ended February 28, 2019. Other variances were attributable
to lower legal fees of $2.04 million offset by higher
Directors’ and Officers’ insurance expenses of $0.4
million, higher employee related expenses of $0.27 million as well
as higher accounting and other professional fees of $0.27 million.
Stock-based compensation expense for the year ended February 29,
2020 amounted to $2.22 million compared to $2.82 million for the
year ended February 28, 2019, representing a decrease of $0.61
million. The decrease was mainly attributable to lower stock awards
provided to executives.





Depreciation
and amortization for the year ended February 29, 2020 totaled $0.83
million compared to $0.50 million for the year ended February 28,
2019, representing an increase of $0.33 million. The increase is
mainly attributable to an increase in the amount of fixed assets
held at our pilot plant and corporate offices. Impairment of
intangible assets for the year ended February 29, 2020 was nil
compared to $0.30 million for the year ended February 28, 2019,
representing a decrease of $0.3 million. The decrease is mainly
attributable to the write-off of the remaining intangible asset
balance of the GEN I technology of $0.3 in the year ended February
28, 2019.





Interest
and other finance costs for the year ended February 29, 2020
totaled $2.22 million compared to $0.47 million for the year ended
February 28, 2019, representing an increase of $1.76 million. The
increase is mainly attributable to an increase in accretion expense
related to convertible notes of $1.76 million and increased
interest expense also relating to the convertible notes issued
during the year of $0.26 million offset by a gain on conversion
related to the convertible notes of $0.23 million and a decreased
expense for revaluation of financial instruments of $0.03
million.





LIQUIDITY AND CAPITAL RESOURCES





We are
a development stage company with no revenues, and our ongoing
operations and commercialization plans are being financed by
raising new equity and debt capital. To date, we have been
successful in raising capital to finance our ongoing operations,
reflecting the potential for commercializing our branded resin and
the progress made to date in implementing our business plans. As at
February 29, 2020, we had cash and cash equivalents on hand of
$33.72 million.





Although
we continue to be in a good liquidity position with cash and cash
equivalents on hand of $33.72 million, in light of the current
global COVID-19 pandemic, our liquidity position may change,
including the inability to raise new equity and debt, disruption in
completing repayments or disbursements to our creditors. Management
continues to be positive about our growth strategy and is
evaluating our financing plans to continue to raise capital to
finance the start-up of commercial operations and continue to fund
the further development of our ongoing operations.





As
reflected in the accompanying consolidated financial statements, we
are a development stage company, we have not yet begun commercial
operations and we do not have any sources of revenue. Management
believes that the Company has sufficient financial resources to
fund planned operating and capital expenditures and other working
capital needs for at least, but not limited to, the 12-month period
from the date of issuance of the February 29, 2020 consolidated
financial statements. There can be no assurance that any future
financing will be available or, if available, that it will be on
terms that are satisfactory to us.





As at
February 29, 2020, we have a long-term debt obligation to a
Canadian bank in connection with the purchase, in the year ended
February 28, 2018, of the land and building where our pilot plant
and corporate offices are located at 480 Fernand-Poitras,
Terrebonne, Québec, Canada J6Y 1Y4. On January 24, 2018, the
Company obtained 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.





We also
have a long-term debt obligation to Investissement Québec in
connection 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). We received the first
disbursement in the amount of $ 1,645,122 (CDN$2,209,234) on
February 21, 2020.There
is a 36-month moratorium on both capital and interest repayments 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%. We have also agreed
to issue to Investissement Québec warrants to purchase shares
of our common stock 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 us without penalty. On February 21, 2020,
upon the receipt of the first disbursement under this facility, we
issued a warrant to purchase 15,153 shares of common stock at a
price of $11.00 to Investissement Québec.





6





Flow of Funds





Summary of Cash Flows





A
summary of cash flows for the years ended February 29, 2020, and
February 28, 2019 and 2018 was as follows:





Years
EndedFebruary 29,
2020
February 28,
2019
February 28,
2018Net cash used in
operating activities
$(9,092,549)
$(7,562,487)
$(6,391,486)Net cash used in
investing activities
(3,388,985)
(2,046,119)
(2,798,372)Net cash provided
by financing activities
40,463,141
7,328,024
16,504,451Effect of exchange
rate changes on cash
(97,326)
(35,741)
(81,367)Net change in
cash
$27,884,281
$(2,316,323)
$7,233,226





Net Cash Used in Operating Activities





During
the year ended February 29, 2020, we used $9.10 million in
operations compared to $7.56 million during the year ended February
28, 2019 and $6.39 million during the year ended February 28, 2018.
The increase over each year is mainly due to increased operating
expenses as we move to the next phase of
commercialization.





Net Cash Used in Investing Activities





During
the year ended February 29, 2020, we used $3.39 million in
investing activities. We made capital asset investments of $2.54
million of which $2.44 million was mainly attributable to the
expansion and additions to our pilot plant and executive offices in
Terrebonne, Canada. We also invested $0.1 million in our
intellectual property as we developed, during the year ended
February 29, 2020, our next generation GEN II technology and filed
various patents in various jurisdictions around the world which
await approval. During the year ended February 29, 2020 we made
capital contributions to our joint venture with Indorama for a
total of $0.85 million.





Net Cash Provided by Financing Activities





During
the year ended February 29, 2020, we raised $40.46 million mainly
through two separate registered direct offerings of common stock,
in the net amounts of $34.60 million and $4.20 million,
respectively. We also made payments totaling $0.05 million against
our long-term debt, representing the loan agreement we entered into
during the year ended February 28, 2018 to purchase the land and
building of our pilot plant and executive offices. During the year
ended February 28, 2019, we raised $7.38 million through the
issuance of convertible debt and $15.69 million through the sale of
additional common stock and the exercise of warrants in the year
ended February 28, 2018.





During
the year ended February 29, 2020, we paid a total of $312,000 in
interest in connection with convertible notes (2019 – nil;
2018 – nil) that were converted during the year.





On
February 21, 2020, we received $1,645,122 (CDN$2,209,234) in
connection with the credit facility from Investissement Québec
to finance capital expenses incurred for the expansion of our pilot
plant. There is a 36-month moratorium on both capital and interest
repayments beginning on the date of receipt of the
funds.





On
January 24, 2018, in connection with the purchase of land and the
building, we obtained a credit facility from a Canadian bank in the
amount of $1,042,520 (CDN$1,400,000). 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 be
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 - $50,040; 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 that we comply with certain financial covenants.
As at February 29, 2020 and February 28, 2019, we were in
compliance with its financial covenants.





7





OFF-BALANCE SHEET ARRANGEMENTS





As at
February 29, 2020, we did not have any off-balance sheet
arrangements as defined in the rules and regulations of the
SEC.





As at
February 29, 2020, we did not have any significant lease
obligations to third parties.





OUTLOOK





In
connection with the upcoming fiscal year ending February 28, 2021,
we will continue to monitor the potential impacts of COVID-19 on
our business. We intend to continue to execute our corporate
strategy. We believe we must execute on several areas of our
operational strategic plan, namely:





●
 Protecting our
intellectual property;





●
 Continuing to
upgrade our pilot plant to ensure the highest quality of
sustainable LoopTM PET resin and polyester fiber is produced
at the facility;





●
 Identifying and
securing feedstock to ensure our facilities can operate
continuously and efficiently;





●
 With our joint
venture with Indorama, complete the engineering work associated
with the Spartanburg facility and proceed with
construction;





●
 Continuing to
execute brand and other partnerships and/or commercial agreements
with customers; and





●
 Continuing to
drive the development of our Infinite LoopTM solution, which
we believe is a key pillar of our ambition to sell our technology
to potential commercial partners.





Risks
that may affect our ability to execute on this strategy include,
but are not limited to, those listed under “Risk
Factors” elsewhere in this Annual Report.





CRITICAL 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 as 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.





8





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





We
periodically issue stock options and restricted stock units to
employees and directors as part of their compensation. We account
for stock options and restricted stock units granted to employees
and directors based on the authoritative guidance provided by the
Financial Accounting Standards Board (“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 has been
met.





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 our stock option grants is determined using the
Black-Scholes-Merton Option Pricing model, which uses certain
assumptions related to risk-free interest rates, expected
volatility, expected life of the warrants, and future dividends.
Compensation expense is recorded based upon the value derived from
the Black-Scholes-Merton Option Pricing model and based on actual
experience. The assumptions used in the Black-Scholes-Merton Option
Pricing model could materially affect compensation expense recorded
in future periods.





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; and





●
 Historical and
expected dividend levels.





9





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.





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 as equity at its 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 are recorded in the consolidated
statements of operations and comprehensive loss.





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 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.





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.





10





From
time to time, we may engage in exchange rate hedging activities in
an effort to mitigate the impact of exchange rate fluctuations. As
part of our risk management program, we may enter into foreign
exchange forward contracts to lock in the exchange rates for future
foreign currency transactions, which is intended to reduce the
variability of our operating costs and future cash flows
denominated in currencies that differs from our functional
currencies. We do not enter into these contracts for trading
purposes or speculation, and our management believes all such
contracts are entered into as hedges of underlying
transactions.





The
following table summarizes the exchange rates used:





Years
EndedFebruary
29,
2020
February 28,
2019
February 28,
2018Period end Canadian
$: US Dollar exchange rate
$0.74
$0.76
$0.78Average period
Canadian $: US Dollar exchange rate
$0.75
$0.76
$0.78





Expenditures
are translated at the average exchange rate for the period
presented.





See
Notes to the consolidated financial statements included elsewhere
in this Form 10-K for management’s discussion of recently
issued accounting pronouncements.


























11





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.





Exhibit Index





Incorporated by ReferenceNumber
Description
Form
File No.
Filing Date
Exhibit No.2.1
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
2.13.1
Articles
of Incorporation, as amended to date
10-K
000-54768
May 30,
2017
3.13.2
By-laws,
as amended to date
8-K
000-54768
April
10, 2018
3.14.1
Description
of Securities
10-K
001-38301
May 8,
2019
4.14.2
Form of
Amendment No. 1 to the January 15, 2019 Note Purchase Agreement,
dated April 4, 2019.
8-K
001-38301
April
10, 2019
4.14.3
Form of
Amendment to 2019 Warrant, dated April 4, 2019.
8-K
001-38301
April
10, 2019
4.24.4
Form of
Amendment and Conversion Agreement, dated April 5,
2019.
8-K
001-38301
April
10, 2019
4.34.5
Form of
Amendment to November 2018 Warrant, dated April 8,
2019.
8-K
001-38301
April
10, 2019
4.44.6
Form of
Convertible Promissory Note, dated January 15, 2019 (under Note and
Warrant Purchase Agreement).
8-K
001-38301
January
16, 2019
4.14.7
Form of
Warrant, dated January 15, 2019 (under Note and Warrant Purchase
Agreement).
8-K
001-38301
January
16, 2019
4.24.8
Form of
Note and Warrant Purchase Agreement, dated November 13,
2018.
8-K
001-38301
November
13, 2018
4.14.9
Form of
Note, dated November 13, 2018 (under Note and Warrant Purchase
Agreement).
8-K
001-38301
November
13, 2018
4.24.10
Form of
Warrant, dated January 11, 2018
8-K
001-38301
January
18, 2018
4.14.11
Form of
Indenture
S-3
333-226789
August
10, 2018
4.14.12
2017
Equity Incentive Plan
10-Q
000-54768
October
11, 2017
4.34.13
Form of
Stock Option Agreement
10-Q
000-54768
October
11, 2017
4.44.14
Form of
Restricted Stock Unit Agreement
10-Q
000-54768
October
11, 2017
4.5





12





10.1
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
10.110.2
Subscription
Agreement, dated May 22, 2015, by and between 9121820 Canada Inc.
and Loop Holdings, Inc.
10-K
000-54768
May 30,
2017
10.210.3
Technology
Transfer Agreement, dated June 22, 2015 by and between 8198381
Canada Inc. and Loop Holdings, Inc.
8-K
000-54768
June
30, 2015
10.710.4
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
10.1210.5
Master
Services Agreement, dated September 1, 2015, by and between 8198381
Canada Inc. and Loop Holdings, Inc.
10-K
000-54768
May 30,
2017
10.510.6
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
10.710.7†
Agreement
for Services, dated February 28, 2017, by and between Loop
Industries, Inc. and Drinkfinity USA, Inc.
10-K
000-54768
May 30,
2017
10.810.8
Articles
of Merger of Loop Holdings, Inc. into Loop Industries,
Inc.
10-K
000-54768
May 30,
2017
10.910.9
Form of
Indemnification Agreement
10-K
000-54768
May 30,
2017
10.1010.10
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
10.110.11
Form of
Note and Warrant Purchase Agreement, dated January 15,
2019.
8-K
001-8301
January
16, 2019
10.110.12
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
10.110.13
Form of
Warrant, dated November 13, 2018 (under Note and Warrant Purchase
Agreement).
8-K
001-8301
November
13, 2018
10.110.14
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
10.110.15
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
10.110.16
License
Agreement, dated September 24, 2018 by and between Loop Industries,
Inc. and Indorama Loop Technologies, LLC.
8-K
001-8301
September
28, 2018
10.210.17
Marketing
Agreement, dated September 24, 2018, by and between Loop
Industries, Inc. and Indorama Loop Technologies, LLC.
8-K
001-8301
September
28, 2018
10.310.18
Form of
Common Stock Subscription Agreement
8-K
001-8301
January
18, 2018
10.110.19
Employment
Agreement, dated April 10, 2018, by and between Loop Canada Inc.
and Nelson Switzer
10-Q/A
000-54768
July
11, 2018
10.1210.20
Employment
Agreement, dated December 19, 2018, by and between Loop Canada Inc.
and Nelson Gentiletti.
10-K
000-54768
May 8,
2019
10.3510.21
Employment
Agreement May 28, 2019 by and between Loop Canada Inc. and Michel
Megelas
10-K
000-54768
May 4,
2020
10.2110.22
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





13





14
Code
of Ethics
8-K
000-54768
Jan 31,
2017
14.121.1
Subsidiaries
of Registrant
10-K
000-54768
May 30,
2017
21.123.1
Consent of PricewaterhouseCoopers LLP regarding the registration on
form S-3 filed with the SEC on October 8, 2019
10-K
000-54768
May 4,
2020
23.123.2
Consent
of PricewaterhouseCoopers LLP regarding the registration on form
S-8 files with the SEC on July 10, 201
10-K
000-54768
May 4,
2020
23.224.1
Power
of Attorney (contained on signature page to the previously filed
Annual Report on Form 10-K)
10-K
000-54768
May 30,
2017
24.131.1
Certification
of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.


Filed
herewith31.2
Certification
of Principal Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.


Filed
herewith32.1
Certification
of Principal Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.


Furnished
herewith32.2
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
pursuant to a request for confidential treatment and this exhibit
has been submitted separately to the SEC.








14





Table of Contents





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:
May 5, 2020
By:
/s/ Daniel SolomitaName:
Daniel
SolomitaTitle:
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:
May 5, 2020
By:
/s/ Daniel SolomitaName:
Daniel
SolomitaTitle:
Chief
Executive Officer, President, and Director
(principal
executive officer)Date:
May 5, 2020
By:
/s/ Nelson GentilettiName:
Nelson
GentilettiTitle:
Chief
Operating Officer and Chief Financial Officer (principal accounting
officer and principal financial officer), Secretary and
TreasurerDate:
May 5, 2020
By:
/s/ Sidney HornName:
Sidney
HornTitle:
DirectorDate:
May 5, 2020
By:
/s/ Jay StubinaName:
Jay
StubinaTitle:
DirectorDate:
May 5, 2020
By:
/s/ Andrew LaphamName:
Andrew
LaphamTitle:
DirectorDate:
May 5, 2020
By:
/s/ Laurence SellynName:
Laurence
SellynTitle:
Lead
Director







15