Loop Media (LPTV) - 2024 Q4 - Annual Results

Offering Details - The Company is selling 2,127,659 shares of common stock at a price of $0.0470 per share, totaling an aggregate purchase price of $100,000[4] - The Closing of the Offering is scheduled to occur on or about December 5, 2024[7] - The Purchaser is acquiring 2,127,659 shares for a total purchase price of $100,000[60] - The Company reported a per security purchase price of $0.0470 per share[69] Compliance and Regulations - The Company has filed all required SEC Reports and the financial statements comply with applicable accounting requirements[20] - The Company is subject to the regulations of the United States Securities and Exchange Commission[66] - The Company is classified under the Securities Exchange Act of 1934, which governs its reporting obligations[67] - The Company has no non-public information disclosed in the schedule[99] Investor Requirements - The Purchaser is required to deliver an Accredited Investor Questionnaire as part of the purchase process[29] - The Purchaser acknowledges that the investment in the Shares is highly speculative and has reviewed all SEC Reports[23] - The Purchaser acknowledges the limitations of resale under Rule 144, which includes holding periods and public market conditions[30] - The Purchaser agrees to comply with state and federal securities laws regarding the sale of Shares[37] - The Company has outlined various categories for accredited investors, including individuals with a net worth exceeding $1,000,000[78] - The Company emphasizes the importance of accurate and complete information from potential investors[76] Share Characteristics - The Shares will be duly authorized and, when issued, will be fully paid and nonassessable[17] - The Shares are classified as restricted securities and must be held indefinitely unless registered under the Securities Act[30] - The Company may require an opinion of counsel for any transfer of Shares not conducted under an effective registration statement[35] Legal and Governance - The Agreement includes provisions for fees and expenses incurred by each party during the negotiation and execution process[40] - The Agreement is governed by the laws of the State of New York, with exclusive jurisdiction in New York courts[46] - The Purchaser waives the right to a jury trial in any legal proceedings related to the Agreement[48] - The representations and warranties in the Agreement will survive the Closing and delivery of the Shares[49] - The Company has executed the Agreement as of the Effective Date, December 5, 2024[57] Company Operations - The Company has no outstanding options, warrants, or commitments related to its common stock, except as disclosed in SEC Reports[19] - The Company is in good standing under the laws of Nevada and has the requisite power to conduct its business[15] - The independent registered accounting firm for the Company is Marcum LLP, which is expected to express its opinion on the Audited Financial Statements[22] - The Company has rights to all necessary intellectual property for its business operations[21] - The Company has a transfer agent, ClearTrust LLC, responsible for managing its share transactions[71] - The Company has established a Disclosure Schedule to provide necessary information to investors[98] - The Company defines "Material Adverse Effect" as a significant negative impact on its operations or financial condition[68] - The Company has provisions for various types of accredited investors, including banks and investment companies[83]