United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~May~~August 31, 2025

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

	For the transition period from ___________ to __________

Commission File No. 001-38301

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:

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 (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 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.

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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As at ~~July~~October 14, 2025, there were 4748,~~718~~043,~~350~~068 shares of the Registrant’'s common stock, par value $0.0001 per share, outstanding.

Table of Contents

LOOP INDUSTRIES, INC.

TABLE OF CONTENTS

		Page No.	~~Page No.~~
PART I. Financial Information
Item 1.	Financial Statements	F-1		3
Item 2.	Management’'s Discussion and Analysis of Financial Condition and Results of Operations	3		4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13		15
Item 4.	Controls and Procedures	13		15
PART II. Other Information
Item 1.	Legal Proceedings	14		16
Item 1A.	Risk Factors	14		17
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	15		17
Item 3.	Defaults Upon Senior Securities	15		17
Item 4.	Mine Safety Disclosures	15		17
Item 5.	Other Information	15		17
Item 6.	Exhibits	16		18
	Signatures	17		19

2 ~~Table of Contents~~

Table of Contents

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Loop Industries, Inc.

Three ~~months~~and ~~ended~~Six ~~May~~Months Ended August 31, 2025

Index to the Unaudited Interim Condensed Consolidated Financial Statements

Contents		Page(s)
Condensed consolidated balance sheets as at May 31, 2025 (Unaudited) and February 28, 2025		F‑1
Condensed consolidated balance sheets as at August 31, 2025 (Unaudited) and February 28, 2025		F-2
Condensed consolidated statements of operations and comprehensive loss for the three months ended May 31, 2025 and 2024 (Unaudited)		F‑2
Condensed consolidated statements of operations and comprehensive loss for the three and six months ended August 31, 2025 and 2024 (Unaudited)		F-3
Condensed consolidated statements of changes in stockholders’ equity for the three months ended May 31, 2025 and 2024 (Unaudited)		F‑3
Condensed consolidated statements of changes in stockholders' equity (deficit) for the three and six months ended August 31, 2025 and 2024 (Unaudited)		F-4
Condensed consolidated statements of cash flows for the three months ended May 31, 2025 and 2024 (Unaudited)		F‑4
Condensed consolidated statements of cash flows for the six months ended August 31, 2025 and 2024 (Unaudited)		F-6
Notes to the condensed consolidated financial statements (Unaudited)		F‑5-7

~~3 Table of Contents~~ F-1

~~Loop~~ Table ~~Industries,~~of ~~Inc.~~Contents

~~Condensed~~Loop ~~Consolidated~~Industries, ~~Balance Sheets~~Inc.

~~(Unaudited)~~Condensed Consolidated Balance Sheets

(in thousands of U.S. dollars, except per share data)	As at
	May 31,2025			February 28, 2025
Assets
Current assets
Cash and cash equivalents	$	9,748		$	12,973
Accounts receivable (Note 3)		974			639
Inventories		86			82
Prepaid expenses (Note 4)		507			158
Total current assets		11,315			13,852
Investments in joint ventures (Note 9)		979			1,281
Property, plant and equipment, net (Note 5)		1,787			1,737
Intangible assets, net (Note 6)		1,840			1,708
Total assets	$	15,921		$	18,578
Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued liabilities (Note 8)	$	3,513		$	3,545
Unearned revenue		102			102
Current portion of long-term debt (Note 11)		409			312
Total current liabilities		4,024			3,959
Due to customer		848			832
Series B Convertible Preferred stock (Note 10)		10,987			10,647
Long-term debt (Note 11)		2,786			2,773
Total liabilities		18,645			18,211
Stockholders’ Equity
Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding		-			-
Common stock par value $0.0001; 250,000,000 shares authorized; 47,718,350 shares issued and outstanding (February 28, 2025 – 47,528,908) (Note 11)		5			5
Additional paid-in capital		193,904			193,529
Accumulated deficit		(195,474	)		(192,027	)
Accumulated other comprehensive loss		(1,159	)		(1,140	)
Total stockholders’ equity		(2,724	)		367
Total liabilities and stockholders’ equity	$	15,921		$	18,578

(Unaudited)

See accompanying notes to the condensed consolidated financial statements.

(in thousands of U.S. dollars, except per share data)	*As at*
	*August 31,*			*February 28,*
	*2025*			*2025*

Assets
Current assets
Cash and cash equivalents	$	7,310		$	12,973
Accounts receivable and other (Note 3)		902			639
Inventories		86			82
Prepaid expenses (Note 4)		502			158
Total current assets		8,800			13,852
Investments in joint ventures		936			1,281
Property, plant and equipment, net (Note 5)		1,754			1,737
Intangible assets, net (Note 6)		1,800			1,708
Total assets	$	13,290		$	18,578

Liabilities and Stockholders’ Equity (Deficit)
Current liabilities
Accounts payable and accrued liabilities (Note 8)	$	3,335		$	3,545
Unearned revenue		102			102
Current portion of long-term debt (Note 11)		464			312
Total current liabilities		3,901			3,959
Due to customer		865			832
Series B Convertible Preferred stock (Note 10)		11,328			10,647
Long-term debt (Note 11)		2,664			2,773
Total liabilities		18,758			18,211

Stockholders’ Equity (Deficit)
Series A Preferred stock par value $0.0001; 25,000,000 shares authorized; one share issued and outstanding		-			-
Common stock par value $0.0001; 250,000,000 shares authorized; 47,863,478 shares issued and outstanding (February 28, 2025 – 47,620,263) (Note 12)		5			5
Additional paid-in capital		194,370			193,529
Accumulated deficit		(198,678	)		(192,027	)
Accumulated other comprehensive loss		(1,165	)		(1,140	)
Total stockholders’ equity (deficit)		(5,468	)		367
Total liabilities and stockholders’ equity (deficit)	$	13,290		$	18,578

~~F-1~~See ~~Table~~accompanying ofnotes ~~Contents~~to the condensed consolidated financial statements.

~~Loop Industries, Inc.~~ F-2

~~Condensed~~ Table ~~Consolidated Statements~~ of ~~Operations and Comprehensive Loss~~Contents

~~(Unaudited)~~Loop Industries, Inc.

(in thousands of U.S. dollars, except per share data)	Three Months Ended
	May 31, 2025			May 31, 2024
Revenues (Note 13)	$	252		$	6
Expenses :
Research and development (Note 14)		1,374			2,237
General and administrative (Note 15)		1,649			2,911
Depreciation and amortization (Notes 5 and 6)		100			137
Loss on equity accounted investment (Note 9)		302			-
Total expenses		3,425			5,285
Other loss (income) :
Interest and other financial expenses		419			60
Interest income		(100	)		(126	)
Foreign exchange gain		(45	)		(24	)
Total other loss (income)		274			(90	)
Net loss		(3,447	)		(5,189	)
Other comprehensive (loss) income :
Foreign currency translation adjustment		(19	)		(55	)
Comprehensive loss	$	(3,466	)	$	(5,244	)
Net loss per share
Basic and diluted	$	(0.07	)	$	(0.11	)
Weighted average common shares outstanding
Basic and diluted		47,664,134			47,535,413

Condensed Consolidated Statements of Operations and Comprehensive Loss

~~See accompanying notes to the condensed consolidated financial statements.~~(Unaudited)

F-2 Table of Contents

(in thousands of U.S. dollars, except per share data)	*Three Months Ended*						*Six Months Ended*
	*August 31, 2025*			August 31, 2024			*August 31, 2025*			August 31, 2024
Revenues (Note 13)	$	-		$	23		$	252		$	29

Expenses:
Research and development (Note 14)		843			1,945			2,217			4,182
General and administrative (Note 15)		1,871			2,595			3,519			5,506
Depreciation and amortization (Notes 5 and 6)		96			129			197			266
Loss on equity accounted investments (Note 9)		43			-			345			-
Total expenses		2,853			4,669			6,278			9,954

Other loss (income):
Interest and other financial expenses		419			119			837			179
Interest income		(70	)		(6	)		(170	)		(132	)
Foreign exchange loss (gain)		2			80			(42	)		56
Total other loss		351			193			625			103
Net loss		(3,204	)		(4,839	)		(6,651	)		(10,028	)

Other comprehensive loss:
Foreign currency translation adjustment		(6	)		43			(25	)		(12	)
Comprehensive loss	$	(3,210	)	$	(4,796	)	$	(6,676	)	$	(10,040	)
Net loss per share
Basic and diluted	$	(0.07	)	$	(0.10	)	$	(0.14	)	$	(0.21	)
Weighted average common shares outstanding
Basic and diluted		47,769,800			47,573,302			47,716,964			47,554,357

~~Loop~~See ~~Industries,~~accompanying ~~Inc~~notes to the condensed consolidated financial statements.

~~Condensed Consolidated Statement of Changes in Stockholders’ Equity~~ F-3

~~(Unaudited)~~ Table of Contents

(in thousands of U.S. dollars, except for share data)	Three months ended May 31, 2025
	Common stockpar value $0.0001				Preferred stockpar value $0.0001				Additional						Accumulated Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital			AccumulatedDeficit			Comprehensive Income (Loss)			Stockholders’Equity
Balance, February 28, 2025		47,620,263	$	5		1	$	-	$	193,529		$	(192,027	)	$	(1,140	)	$	367
Issuance of shares upon the vesting of restricted stock units (Note 16)		98,087		-		-		-		-			-			-			-
Stock options issued for services (Note 16)		-		-		-		-		486			-			-			486
Restricted stock units issued for services (Note 16)		-		-		-		-		(111	)		-			-			(111	)
Foreign currency translation		-		-		-		-		-			-			(19	)		(19	)
Net loss		-		-		-		-		-			(3,447	)		-			(3,447	)
Balance, May 31, 2025		47,718,350	$	5		1	$	-	$	193,904		$	(195,474	)	$	(1,159	)		(2,724	)

Loop Industries, Inc.

(in thousands of U.S. dollars, except for share data)	Three months ended May 31, 2024
	Common stockpar value $0.0001				Preferred stockpar value $0.0001				Additional		Additional Paid-in					Accumulated Other			Total
	Number of Shares		Amount		Number of Shares		Amount		Paid-in Capital		Capital – Warrants		AccumulatedDeficit			Comprehensive Income (Loss)			Stockholders’ Equity
Balance, February 29, 2024		47,528,908	$	5		1	$	-	$	171,792	$	20,385	$	(176,970	)	$	(1,070	)	$	14,142
Issuance of shares upon the vesting of restricted stock units (Note 16)		9,837		-		-		-		-		-		-			-			-
Stock options issued for services (Note 16)		-		-		-		-		146		-		-			-			146
Restricted stock units issued for services (Note 16)		-		-		-		-		224		-		-			-			224
Foreign currency translation		-		-		-		-		-		-		-			(55	)		(55	)
Net loss		-		-		-		-		-		-		(5,189	)		-			(5,189	)
Balance, May 31, 2024		47,538,745	$	5		1	$	-	$	172,162		20,385		(182,159	)		(1,125	)		9,268

Condensed Consolidated Statement of Changes in Stockholders' Equity (Deficit)

~~See accompanying notes to the condensed consolidated financial statements.~~(Unaudited)

F-3 Table of Contents

(in thousands of U.S. dollars, except for share data)	*Three months ended August 31, 2025*
	*Common stock*				*Preferred stock*							*Additional*					*Accumulated*
	*par value $0.0001*				*par value $0.0001*				*Additional*			*Paid-in*					*Other*			*Total*
	*Number of*				*Number of*				*Paid-in*			*Capital–*		*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*			*Warrants*		*Deficit*			*Income (Loss)*			*Equity (Deficit)*
Balance, May 31, 2025		47,718,350	$	5		1	$	-	$	193,904		$	-	$	(195,474	)	$	(1,159	)	$	(2,724	)
Issuance of shares upon the vesting of restricted stock units (Note 16)		28,770		-		-		-		-			-		-			-			-
Issuance of common stock under ATM Equity Offering (Note 12)		116,358		-		-		-		193			-		-			-			193
Stock options issued for services (Note 16)		-		-		-		-		165			-		-			-			165
Restricted stock units issued for services (Note 16)		-		-		-		-		115			-		-			-			115
Share issuance costs		-		-		-		-		(7	)		-		-			-			(7	)
Foreign currency translation		-		-		-		-		-			-		-			(6	)		(6	)
Net loss		-		-		-		-		-			-		(3,204	)		-			(3,204	)
Balance, August 31, 2025		47,863,478	$	5		1	$	-	$	194,370		$	-	$	(198,678	)	$	(1,165	)	$	(5,468	)

Loop Industries, Inc.

(in thousands of U.S. dollars, except for share data)	*Three months ended August 31, 2024*
	*Common stock*				*Preferred stock*						*Additional*						*Accumulated*
	*par value $0.0001*				*par value $0.0001*				*Additional*		*Paid-in*						*Other*			*Total*
	*Number of*				*Number of*				*Paid-in*		*Capital–*			*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Warrants*			*Deficit*			*Income (Loss)*			*Equity*
Balance, May 31, 2024		47,538,745	$	5		1	$	-	$	172,162	$	20,385		$	(182,159	)	$	(1,125	)	$	9,268
Issuance of shares upon the vesting of restricted stock units (Note 16)		81,518		-		-		-		-		-			-			-			-
Expiration of warrants		-		-		-		-		13,344		(13,344	)		-			-			-
Stock options issued for services (Note 16)		-		-		-		-		148		-			-			-			148
Restricted stock units issued for services (Note 16)		-		-		-		-		214		-			-			-			214
Foreign currency translation		-		-		-		-		-		-			-			43			43
Net loss		-		-		-		-		-		-			(4,839	)		-			(4,839	)
Balance, August 31, 2024		47,620,263	$	5		1	$	-	$	185,868	$	7,041		$	(186,998	)	$	(1,082	)	$	4,834

~~Condensed~~See ~~Consolidated~~accompanying ~~Statements~~notes ofto ~~Cash~~the ~~Flows~~condensed consolidated financial statements.

~~(Unaudited)~~ F-4

(in thousands of U.S. dollars)	Three Months Ended May 31,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(3,447	)	$	(5,189	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization (Notes 5 and 6)		100			137
Stock-based compensation expense (Note 16)		375			370
Accrued interest and other financing costs (Notes 10 and 11)		369			28
Loss on equity accounted investment (Note 9)		302			-
Changes in operating assets and liabilities:
Accounts receivable (Note 3)		(297	)		108
Inventories		-			3
Prepaid expenses (Note 4)		(343	)		51
Accounts payable and accrued liabilities (Note 8)		(141	)		577
Net cash used in operating activities		(3,082	)		(3,915	)
Cash Flows from Investing Activities
Additions to intangible assets (Note 6)		(115	)		(176	)
Net cash used in investing activities		(115	)		(176	)
Cash Flows from Financing Activities
Borrowings under credit facility		-			2,517
Repayment of long-term debt (Note 11)		(55	)		(25	)
Net cash (used) provided by financing activities		(55	)		2,492
Effect of exchange rate changes		27			(68	)
Net decrease in cash		(3,225	)		(1,667	)
Cash and cash equivalents, beginning of period		12,973			6,958
Cash and cash equivalents, end of period	$	9,748		$	5,291
Supplemental Disclosure of Cash Flow Information:
Income tax paid	$	-		$	-
Interest paid	$	50		$	42
Interest received	$	100		$	195

Table of Contents

~~See~~Loop ~~accompanying~~Industries, ~~notes to the condensed consolidated financial statements~~Inc.

~~F-4~~Condensed ~~Table~~Consolidated Statement of ~~Contents~~Changes in Stockholders' Equity (Deficit)

~~Loop Industries, Inc.~~(Unaudited)

Three Months Ended May 31, 2025 and 2024

(in thousands of U.S. dollars, except for share data)	*Six months ended August 31, 2025*
	*Common stock*				*Preferred stock*							*Additional*					*Accumulated*
	*par value $0.0001*				*par value $0.0001*				*Additional*			*Paid-in*					*Other*			*Total*
	*Number of*				*Number of*				*Paid-in*			*Capital–*		*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*			*Warrants*		*Deficit*			*Income (Loss)*			*Equity (Deficit)*
Balance, February 28, 2025		47,620,263	$	5		1	$	-	$	193,529		$	-	$	(192,027	)	$	(1,140	)	$	367
Issuance of shares upon the vesting of restricted stock units (Note 16)		126,857		-		-		-		-			-		-			-			-
Issuance of common stock under ATM Equity Offering (Note 12)		116,358		-		-		-		193			-		-			-			193
Stock options issued for services (Note 16)		-		-		-		-		651			-		-			-			651
Restricted stock units issued for services (Note 16)		-		-		-		-		4			-		-			-			4
Share issuance costs		-		-		-		-		(7	)		-		-			-			(7	)
Foreign currency translation		-		-		-		-		-			-		-			(25	)		(25	)
Net loss		-		-		-		-		-			-		(6,651	)		-			(6,651	)
Balance, August 31, 2025		47,863,478	$	5		1	$	-	$	194,370		$	-	$	(198,678	)	$	(1,165	)	$	(5,468	)

Notes to the Condensed Consolidated Financial Statements

(in thousands of U.S. dollars, except for share data)	*Six months ended August 31, 2024*
	*Common stock*				*Series A Preferred stock*						*Additional*						*Accumulated*
	*par value $0.0001*				*par value $0.0001*				*Additional*		*Paid-in*						*Other*			*Total*
	*Number of*				*Number of*				*Paid-in*		*Capital–*			*Accumulated*			*Comprehensive*			*Stockholders’*
	*Shares*		*Amount*		*Shares*		*Amount*		*Capital*		*Warrants*			*Deficit*			*Income (Loss)*			*Equity*
Balance, February 29, 2024		47,528,908	$	5		1	$	-	$	171,792	$	20,385		$	(176,970	)	$	(1,070	)	$	14,142
Issuance of shares upon the vesting of restricted stock units (Note 16)		91,355		-		-		-		-		-			-			-			-
Expiration of warrants		-		-		-		-		13,344		(13,344	)		-			-			-
Stock options issued for services (Note 16)		-		-		-		-		295		-			-			-			295
Restricted stock units issued for services (Note 16)		-		-		-		-		437		-			-			-			437
Foreign currency translation		-		-		-		-		-		-			-			(12	)		(12	)
Net loss		-		-		-		-		-		-			(10,028	)		-			(10,028	)
Balance, August 31, 2024		47,620,263	$	5		1	$	-	$	185,868	$	7,041		$	(186,998	)	$	(1,082	)	$	4,834

~~(Unaudited)~~See accompanying notes to the condensed consolidated financial statements.

~~1. The Company and Basis of Presentation~~ F-5

~~The~~ Table ~~Company~~of Contents

Loop Industries, Inc. (the “Company,” “Loop,” “we,” or “our”) is a technology company that owns patented and proprietary technology that depolymerizes no and low-value waste polyethylene terephthalate (“PET”) plastic and polyester fiber to its base building blocks (monomers). The monomers are filtered, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber. The Company is currently in the pre-commercialization stage with limited revenues.

~~Basis~~Condensed Consolidated Statements of ~~Presentation~~Cash Flows

~~These unaudited interim condensed consolidated financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America~~ (~~“US GAAP”~~Unaudited) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. Certain information and note disclosures included in these unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on May 29, 2025, as amended by the Amendment No. 1 on Form 10-K/A filed with the SEC on May 30, 2025. The unaudited interim condensed consolidated financial statements comprise the consolidated financial position and results of operations of Loop Industries, Inc. and its subsidiaries, Loop Innovations, LLC and Loop Canada Inc. All subsidiaries are, either directly or indirectly, wholly owned subsidiaries of Loop Industries, Inc. (collectively, the “Company”). The Company owns, through Loop Innovations, LLC, a 50% interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method. The Company also owns a 50% interest in a joint venture, Ester Loop Infinite Technologies Private Limited, which is accounted for under the equity method.

Intercompany balances and transactions are eliminated on consolidation. The condensed consolidated balance sheet as of February 28, 2025, included herein, was derived from the audited financial statements as of that date, but does not include all disclosures including certain notes required by US GAAP on an annual reporting basis. In the opinion of management, the accompanying unaudited interim condensed consolidated financial statements present fairly the financial position, results of operations, comprehensive loss and cash flows for the interim periods. The results for the three months ended May 31, 2025 are not necessarily indicative of the results to be expected for any subsequent quarter, for the fiscal year ending February 28, 2026, or for any other period.

(in thousands of U.S. dollars)	*Six Months Ended August 31,*
	*2025*			2024
Cash Flows from Operating Activities
Net loss		(6,651	)	$	(10,028	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization (Notes 5 and 6)		197			266
Stock-based compensation expense (Note 16)		655			732
Accrued interest and other financing costs (Note 11)		737			57
Loss on equity accounted investments (Note 9)		345			-
Changes in operating assets and liabilities:
Accounts receivable and other (Note 3)		(228	)		(39	)
Inventories		-			21
Prepaid expenses (Note 4)		(338	)		84
Accounts payable and accrued liabilities (Note 8)		(321	)		2,132
Net cash used in operating activities		(5,604	)		(6,775	)

Cash Flows from Investing Activities
Additions to intangible assets (Note 6)		(133	)		(325	)
Net cash used in investing activities		(133	)		(325	)

Cash Flows from Financing Activities
Proceeds from ATM equity offering, net of issuance costs (Note 12)		187			-
Borrowings under credit facility (Note 11)		-			1,587
Repayment of long-term debt (Note 11)		(136	)		(50	)
Net cash provided by financing activities		51			1,537

Effect of exchange rate changes		23			-
Net decrease in cash		(5,663	)		(5,563	)
Cash and cash equivalents, beginning of period		12,973			6,958
Cash and cash equivalents, end of period	$	7,310		$	1,395

Supplemental Disclosure of Cash Flow Information:
Income tax paid	$	-		$	-
Interest paid	$	100		$	132
Interest received	$	170		$	201

~~All~~See ~~monetary~~accompanying ~~amounts in these~~ notes to the condensed consolidated financial statements ~~are in thousands of U~~.~~S. dollars unless otherwise specified, except for per share data.~~

~~2. Summary of Significant Accounting Policies~~ F-6

~~Liquidity~~ Table ~~risk~~of ~~assessment~~Contents

~~Since~~Loop ~~its inception~~Industries, ~~the Company has been in the pre-commercialization stage with its ongoing operations and commercialization plans financed primarily by raising equity~~Inc. The Company has incurred net losses and negative cash flow from operating and investing activities since its inception and expects to incur additional net losses while it continues to advance its commercialization efforts. As at May 31, 2025, the Company had cash and cash equivalents of $9,748.

~~Management~~Three continuously monitors the Company’s cash resources against its short-term cash commitments to ensure there is sufficient liquidity to fund its costs for at least twelve months from the financial statements issuance date. It evaluates the Company’s liquidity to determine if there is substantial doubt about its ability to continue as a going concern. In preparing this liquidity assessment, management applies significant judgment in estimating future cash flow requirements of the Company based on budgets and ~~forecasts,~~Six ~~which~~Months ~~includes~~Ended August ~~developing assumptions related to: (i) the estimation of amount and timing of future cash outflows and inflows~~31, ~~and~~2025 ~~(ii) determining what future expenditures are committed~~ and what could be considered discretionary. Based on this assessment, management has determined that current available liquidity will be sufficient to meet the Company’s obligations, commitments and budgeted expenditures for at least twelve months from the issuance date of these unaudited interim condensed consolidated financial statements.2024

~~F-5~~Notes ~~Table~~to ofthe ~~Contents~~Condensed Consolidated Financial Statements

The Company’s ability to move to the next stage of its strategic development and construct manufacturing facilities is dependent on, among other factors, whether the Company can obtain the necessary financing through a combination of further technology licensing arrangements, government incentive programs, and/or the issuance of debt and/or equity. In particular, the Company will require capital sufficient to fund its equity contributions to the India JV (~~as defined under Note 9 below~~Unaudited) ~~for the construction of the planned Infinite Loop™ facility in India, as well as its ongoing cash requirements.~~

~~There is no assurance that the Company will be successful in attracting additional funding~~1. ~~Even~~The ~~if additional financing is available~~Company, itBasis ~~may~~of ~~not~~Presentation ~~be available on terms favorable to the Company. Failure to secure additional financing on favorable terms when it becomes required would have an adverse effect on the Company’s financial position~~ and onLiquidity ~~its~~Risk ~~ability to execute its business plan.~~Assessment

~~Use~~The ~~of estimates~~Company

~~The~~Loop ~~preparation~~Industries, ofInc. ~~financial~~(the ~~statements~~“Company,” in“Loop,” ~~conformity~~“we,” ~~with~~or US“our”) ~~GAAP~~is ~~requires~~a ~~management~~technology tocompany ~~use its judgment to make estimates and assumptions~~ that ~~affect~~owns ~~the~~patented ~~reported amounts of assets~~ and ~~liabilities~~proprietary ~~and~~technology ~~disclosures~~that ofdepolymerizes ~~contingent~~no ~~assets~~ and ~~liabilities~~low-value atwaste ~~the~~polyethylene ~~date~~terephthalate of(“PET”) ~~the~~plastic ~~financial statements~~ and ~~the~~polyester ~~reported~~fiber ~~amounts~~to ofits ~~expenses~~base ~~during~~building ~~the~~blocks ~~reporting period~~(monomers). The ~~Actual~~monomers ~~results~~are ~~could differ from those estimates. Those estimates and assumptions include the going concern assessment~~filtered, ~~estimates~~purified ~~for depreciable lives~~ and ~~recoverability~~polymerized ofto ~~property,~~create ~~plant~~virgin-quality ~~and~~Loop™ ~~equipment~~branded ~~and~~PET ~~intangible~~resin ~~assets,~~suitable ~~assumptions~~for ~~made~~use in ~~the~~food-grade ~~classification~~packaging ofand ~~convertible~~polyester ~~preferred~~fiber. ~~securities,~~The ~~assumptions~~Company ~~made~~is incurrently ~~the revenue recognition for licensing contracts, assumptions made~~ in ~~calculating~~ the ~~fair value of stock~~pre-~~based~~commercialization ~~compensation~~stage ~~and~~with ~~other~~limited ~~equity instruments, and the assessment of performance conditions for stock-based compensation awards~~revenues.

~~Net~~Basis ~~earnings~~of ~~(loss) per share~~Presentation

~~The~~These ~~Company~~unaudited ~~computes~~interim ~~net~~condensed ~~loss~~consolidated ~~per~~financial ~~share~~statements have been prepared in ~~accordance~~conformity with ~~FASB~~generally ~~ASC~~accepted ~~260,~~accounting ~~Earnings~~principles ~~Per~~in ~~Share.~~the ~~Basic~~United ~~earnings~~States of America (~~loss~~“US GAAP”) ~~per~~and ~~share~~applicable isrules ~~computed~~and byregulations ~~dividing~~of the ~~net~~U.S. ~~income~~Securities and Exchange Commission (~~loss~~“SEC”) ~~applicable~~regarding tointerim ~~common~~financial ~~stockholders~~reporting. byCertain ~~the~~information ~~weighted~~and ~~average~~note ~~number~~disclosures ofincluded ~~shares~~in ofthese ~~common~~unaudited ~~stock~~interim ~~outstanding~~condensed ~~during~~consolidated financial statements should be read in conjunction with the ~~year.~~consolidated ~~The~~financial statements and notes included in the Company's ~~includes~~Annual ~~common~~Report ~~stock~~on ~~issuable~~Form in10-K ~~its~~for ~~calculation.~~the ~~Diluted~~fiscal ~~earnings~~year ~~(loss)~~ended February ~~per~~28, ~~share~~2025, isfiled ~~computed~~with bythe ~~dividing~~SEC on May 29, 2025, as amended by the ~~net~~Amendment ~~income~~No. ~~(loss)~~1 ~~applicable~~on toForm ~~common~~10-K/A ~~stockholders~~filed bywith the ~~weighted~~SEC ~~average~~on May ~~number~~30, of2025. ~~common~~The ~~shares~~unaudited ~~outstanding~~interim ~~plus~~condensed consolidated financial statements comprise the ~~number~~consolidated financial position and results of ~~additional~~operations ~~common~~of ~~shares~~Loop ~~that~~Industries, ~~would~~Inc. ~~have~~and ~~been~~its ~~outstanding~~subsidiaries, ifLoop ~~all~~Innovations, ~~dilutive~~LLC ~~potential~~and ~~common~~Loop ~~shares~~Canada ~~had~~Inc. ~~been~~All ~~issued~~subsidiaries are, ~~using~~either directly or indirectly, wholly owned subsidiaries of Loop Industries, Inc. (collectively, the ~~treasury~~“Company”). ~~stock~~The Company owns, through Loop Innovations, LLC, a 50% interest in a joint venture, Indorama Loop Technologies, LLC, which is accounted for under the equity method. The ~~Potential~~Company ~~common~~also ~~shares~~owns ~~are~~a ~~excluded~~50% ~~from~~interest ~~the~~in ~~computation~~a ifjoint ~~their~~venture, ~~effect~~Ester Loop Infinite Technologies Private Limited ("India JV"), which is ~~antidilutive~~accounted for under the equity method.

~~For~~Intercompany ~~the~~balances ~~three-month~~and ~~periods~~transactions ~~ended~~are ~~May~~eliminated 31on consolidation. The condensed consolidated balance sheet as of February 28, 2025, ~~and~~included ~~2024~~herein, was derived from the ~~calculations~~audited financial statements as of ~~basic~~that ~~and~~date, ~~diluted~~but ~~loss~~does ~~per~~not ~~share~~include ~~are~~all ~~the~~disclosures ~~same~~including ~~because~~certain ~~potential~~notes ~~dilutive~~required ~~securities~~by ~~would~~US ~~have~~GAAP on an ~~antidilutive~~annual ~~effect~~reporting basis. In Asthe atopinion ~~May~~of 31management, ~~2025,~~ the ~~potentially~~accompanying ~~dilutive~~unaudited ~~securities~~interim ~~consisted~~condensed ofconsolidated ~~5,573,138~~financial ~~outstanding~~statements ~~stock~~present ~~options~~fairly ~~(2024~~the –financial 2position,~~971,216),~~ 3results of operations,~~981,121~~ ~~outstanding~~comprehensive ~~restricted~~loss ~~stock~~and ~~units~~cash ~~(2024~~flows –for ~~4,399,060),~~the interim periods. The results for the three- and ~~nil~~six-month ~~outstanding~~periods ~~warrants~~ended August ~~(2024~~31, –2025 are 7not necessarily indicative of the results to be expected for any subsequent quarter,~~089~~ for the fiscal year ending February 28,~~400)~~ 2026, or for any other period.

~~Recently~~All ~~adopted~~monetary ~~accounting~~amounts ~~pronouncements~~in these notes to the condensed consolidated financial statements are in thousands of U.S. dollars unless otherwise specified, except for per share data.

In Liquidity ~~August~~Risk 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-05, Joint Venture Formations, which requires joint ventures to apply a new basis of accounting by measuring assets and liabilities at fair value upon formation. The amendments address diversity in practice by establishing requirements for recognition and measurement of net assets and liabilities on the formation date. The updated standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The adoption of this accounting guidance for the three-month period ended May 31, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.Assessment

~~Recently~~Since ~~issued~~its ~~accounting~~inception, ~~pronouncements~~the ~~not~~Company ~~yet~~has ~~adopted~~been in the pre-commercialization stage with no recurring revenues, and its ongoing operations and commercialization plans have been financed primarily by raising equity and debt. The Company has recurring net losses, negative cash flow from operating activities since its inception, and has a net capital deficiency. As at August 31, 2025, the Company’s available liquidity was $9,857, consisting of cash and cash equivalents of $7,310 and an undrawn amount on a senior loan facility from a Canadian bank of $2,547.

InManagement ~~December~~continuously ~~2023,~~monitors the ~~Financial~~Company's ~~Accounting~~cash ~~Standards~~resources ~~Board~~against ~~(“FASB”)~~its ~~issued~~cash ~~Accounting~~commitments ~~Standards~~to ~~Update~~determine ~~(“ASU”)~~whether ~~2023-09—Income~~there ~~Taxes~~is ~~(Topic~~sufficient ~~740):~~liquidity ~~Improvements~~ to ~~Income~~fund ~~Tax~~its ~~Disclosures,~~costs ~~which~~for ~~enhances~~at ~~the~~least ~~transparency~~twelve ~~and~~months ~~decision~~from ~~usefulness~~the offinancial ~~income~~statement ~~tax~~issuance ~~disclosures~~date. ~~The~~In ~~amendments~~preparing inits ~~this~~going ~~Update~~concern ~~address~~assessment ~~investor~~in ~~requests~~accordance ~~for~~with ~~more~~US ~~transparency~~GAAP, ~~about~~the ~~income~~Company ~~tax~~included ~~information~~cash ~~through~~flows ~~improvements~~that tomeet ~~income~~the ~~tax~~"probable" ~~disclosures~~threshold ~~primarily~~under ~~related~~ASC to205-40 ~~the~~in ~~rate~~its ~~reconciliation~~liquidity ~~and~~assessment ~~income taxes paid information~~ and ~~includes~~has ~~certain~~excluded ~~other~~forecasted ~~amendments~~cash toflows ~~improve~~that ~~the~~lack ~~effectiveness~~substantive ofsupport ~~income~~or ~~tax~~binding ~~disclosures~~commitments. ~~The~~Based ~~updated~~on ~~standard~~this ~~is effective for our annual period beginning after December 15~~assessment, ~~2024~~management ~~and~~has ~~all~~determined ~~joint~~that ~~ventures~~current ~~formed~~available onliquidity orwill ~~after~~be ~~January~~sufficient 1,to ~~2025,~~meet ~~which for~~ the Company’s ~~is the annual period ending February 28~~obligations, ~~2026.~~commitments ~~Early~~and ~~adoption~~budgeted isoperating ~~permitted.~~expenditures ~~Management~~for isat ~~currently~~least ~~evaluating~~twelve ~~the~~months ~~impact~~from ~~that~~ the ~~updated~~issuance ~~standard~~date ~~will~~of ~~have~~these onunaudited ~~our~~interim condensed consolidated financial statements ~~and related disclosures~~.

~~F-6~~The ~~Table~~Company's ability to move to the next stage of ~~Contents~~its strategic development and participate in the construction of manufacturing facilities through joint ventures is dependent on, among other factors, whether the Company can obtain the necessary funding through a combination of further technology licensing and engineering services arrangements, government incentive programs, and/or the issuance of debt and/or equity. Management is pursuing options to secure financing for Loop's equity contribution for the India JV and to cover ongoing cash requirements through to the start of commercial operations in India. There is no assurance that the Company will be successful in attracting additional funding. Even if additional financing is available, it may not be available on terms favorable to the Company. Inability to secure additional financing on favorable terms, or to obtain such financing at all when required, would have an adverse effect on the Company’s financial position and on its ability to execute its business plan.

~~In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024~~ F-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures. 7

In Table ~~November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions~~ of Convertible Debt Instruments, which clarifies the accounting for settlements of convertible debt instruments that occur on terms different from the original contractual conversion terms. The amendments introduce a "preexisting contract approach," requiring that, to qualify for induced conversion accounting, the inducement offer must preserve the form of consideration and provide an amount of consideration that is no less than what was issuable under the original conversion privileges. This guidance applies to convertible debt instruments with cash conversion features and to instruments that are not currently convertible but had substantive conversion features at issuance and at the time the inducement offer is accepted. The updated standard is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.Contents

In January 2025, the Financial Accounting Standards Board (FASB) issued ASU 2025-01, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date2. ~~This~~Summary ~~update clarifies the effective date~~ of ~~ASU~~Significant ~~2024-03,~~Accounting which requires public business entities to provide disaggregated disclosures of certain income statement expenses. Specifically, ASU 2025-01 confirms that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and for interim periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.Policies

3.Use ~~Accounts~~of ~~Receivable~~estimates

~~Accounts~~The ~~receivable~~preparation asof financial statements in conformity with US GAAP requires management to use its judgment to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at ~~May~~the 31date 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 the going concern assessment, ~~2025~~estimates for depreciable lives of property, plant and ~~February~~equipment 28and intangible assets, ~~2025~~recoverability ~~were~~of asproperty, ~~follows:~~plant and equipment, recoverability of tax credits receivable, assumptions made in calculating the fair value of stock-based compensation and other equity instruments, and the assessment of performance conditions for stock-based compensation awards.

	May 31, 2025		February 28, 2025
Accounts receivable from customers	$	667	$	420
Research and development tax credits		159		121
Sales tax		94		89
Other receivables		54		9
	$	974	$	639

Net loss per share

4The Company computes net loss per share in accordance with FASB ASC 260, Earnings Per Share. ~~Prepaid~~Basic ~~Expenses~~loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the year. The Company includes common stock issuable in its calculation. Diluted loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued, using the treasury stock method. Potential common shares are excluded from the computation if their effect is antidilutive.

~~Prepaid~~For ~~expenses~~the asthree- atand ~~May~~six-month periods ended August 31, 2025 and ~~February~~2024, 28the calculations of basic and diluted loss per share are the same because potential dilutive securities would have an antidilutive effect. As at August 31, 2025, ~~were~~the aspotentially ~~follows:~~dilutive securities consisted of 5,493,138 outstanding stock options (2024 – 2,771,216), 4,256,532 outstanding restricted stock units (2024 – 4,461,818), and nil outstanding warrants (2024 – 2,357,407)

	May 31, 2025		February 28, 2025
Insurance	$	373	$	69
Utilities		32		29
Software		24		28
Other		78		32
	$	507	$	158

F- 8

5. Table ~~Property,~~of ~~Plant and Equipment, Net~~Contents

	As at May 31, 2025
	Cost		Accumulated depreciation, write-down and impairment			Net book value
Machinery and equipment	$	8,460	$	(8,460	)	$	-
Building		1,802		(441	)		1,361
Land		223		-			223
Building and Land Improvements		1,827		(1,714	)		113
Office equipment and furniture		271		(181	)		90
	$	12,583		(10,796	)		1,787

Recently adopted accounting pronouncements

	As at February 28, 2025
	Cost		Accumulated depreciation, write-down and impairment			Net book value
Machinery and equipment – pre-construction	$	8,460	$	(8,460	)	$	-
Building		1,717		(406	)		1,311
Land		212		-			212
Building and Land Improvements		1,741		(1,616	)		125
Office equipment and furniture		259		(170	)		89
	$	12,389	$	(10,652	)	$	1,737

In August 2023, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2023-05, Joint Venture Formations, which requires joint ventures to apply a new basis of accounting by measuring assets and liabilities at fair value upon formation. The amendments address diversity in practice by establishing requirements for recognition and measurement of net assets and liabilities on the formation date. The updated standard is effective for fiscal years beginning after December 15, 2024, including interim periods within those fiscal years. The adoption of this accounting guidance for the six-month period ended August 31, 2025 did not impact the disclosures in our interim condensed consolidated financial statements.

~~Depreciation~~Recently ~~expense~~issued ~~amounted~~accounting topronouncements ~~$35~~not ~~for~~yet ~~the three-month period ended May 31, 2025 (2024 – $91).~~adopted

FIn December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-709—Income ~~Table~~Taxes (Topic 740): Improvements to Income Tax Disclosures, which enhances the transparency and decision usefulness of ~~Contents~~income tax disclosures. The amendments in this Update address investor requests for more transparency about income tax information through improvements to income tax disclosures primarily related to the rate reconciliation and income taxes paid information and includes certain other amendments to improve the effectiveness of income tax disclosures. The ASU is effective for our annual period beginning after December 15, 2024 and all joint ventures formed on or after January 1, 2025, which for the Company is the annual period ending February 28, 2026. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

6In November 2024, the Financial Accounting Standards Board (“FASB”) issued ASU No. ~~Intangible~~2024-03, ~~Assets~~Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, ~~Net~~which requires public business entities to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to financial statements. The updated standard is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

~~Intangible~~In November ~~assets~~2024, asthe atFinancial ~~May~~Accounting 31Standards Board (“FASB”) issued ASU No. 2024-04, ~~2025~~Debt—Debt with Conversion and ~~February~~Other 28Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments, ~~2025~~which ~~were~~clarifies $1the accounting for settlements of convertible debt instruments that occur on terms different from the original contractual conversion terms. The amendments introduce a "preexisting contract approach,~~840~~" requiring that, to qualify for induced conversion accounting, the inducement offer must preserve the form of consideration and $1provide an amount of consideration that is no less than what was issuable under the original conversion privileges. This guidance applies to convertible debt instruments with cash conversion features and to instruments that are not currently convertible but had substantive conversion features at issuance and at the time the inducement offer is accepted. The updated standard is effective for annual reporting periods beginning after December 15,~~708~~ ~~respectively~~2025, including interim periods within those fiscal years. Early adoption is permitted for entities that have adopted the amendments in ASU 2020-06. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

~~During~~In January 2025, the ~~three-month~~Financial ~~periods~~Accounting ~~ended~~Standards ~~May~~Board ~~31,~~(FASB) issued ASU 2025-01, ~~and~~Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. This update clarifies the effective date of ASU 2024-03, wewhich ~~capitalized~~requires ~~additions~~public ~~relating~~business entities to ~~patent~~provide ~~application~~disaggregated ~~costs~~disclosures toof ~~intangible~~certain ~~assets~~income ofstatement ~~$115~~expenses. Specifically, ASU 2025-01 confirms that the guidance in ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and ~~$176~~for interim periods within annual reporting periods beginning after December 15, ~~respectively~~2027. Early adoption is permitted. Management is currently evaluating the impact that the updated standard will have on our consolidated financial statements and related disclosures.

~~Amortization~~In July ~~expense~~2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides a practical expedient related to the ~~three-month~~estimation ~~period~~of ~~ended~~expected ~~May~~credit 31losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, ~~2025~~including ~~amounted~~those assets acquired in a business combination. The practical expedient permits an entity to ~~$66~~assume ~~(2024~~that –current ~~$46)~~conditions as of the balance sheet date do not change for the remaining life of the current accounts receivable and current contract assets. This guidance is effective for the Company for its fiscal year and all interim periods beginning February 1, 2026 on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance on its condensed consolidated financial statements.

73. ~~Fair~~Accounts ~~Value~~Receivable ofand ~~Financial Instruments~~Other

~~The~~Accounts ~~following~~Receivable ~~tables~~and ~~presents~~Other ~~the fair value of the Company’s financial liabilities~~ as at August ~~May~~ 31, 2025 and February 28, 2025 are comprised of the following:

	Fair Value at May 31, 2025
	August 31, 2025		February 28, 2025
	Carrying Amount		Fair Value		Level in the hierarchy
Accounts receivable from customers	$	616	$	420
Financial liabilities measured at amortized cost:
Research and development tax credits		206		121
Long-term debt (Note 11)	$	3,195	$	3,195	Level 2
Sales tax		48		89
Due to customer	$	848	$	848	Level 2
Other receivables		32		9
	$	902	$	639

	Fair Value at February 28, 2025
	Carrying Amount		Fair Value		Level in the hierarchy
Financial liabilities measured at amortized cost:
Long-term debt (Note 11)	$	3,085	$	3,085	Level 2
Due to customer	$	832	$	832	Level 2

F- 9

~~The~~ Table ~~fair value~~ of ~~cash and cash equivalents, accounts receivable, and accounts payable and accrued liabilities approximate their carrying values due to their short-term maturity.~~Contents

84. ~~Accounts~~Prepaid ~~Payable and Accrued Liabilities~~Expenses

~~Accounts~~Prepaid ~~payable~~expenses ~~and accrued liabilities~~ as at August ~~May~~ 31, 2025 and February 28, 2025 were as follows:

	May 31, 2025		February 28, 2025
	August 31, 2025		February 28, 2025
Accounts payable	$	2,033	$	2,010
Insurance	$	336	$	69
Accrued employee compensation		471		554
Utilities		32		29
Accrued engineering fees		458		431
Software		44		28
Accrued professional fees		320		276
Other		90		32
Other accrued liabilities		231		274
	$	502	$	158
	$	3,513	$	3,545

95. ~~Investments~~Property, inPlant ~~Joint~~and ~~Ventures~~Equipment, Net

Joint Venture with Ester

	*As at August 31, 2025*
			*Accumulated*
			*depreciation,*
			*write-down*
	*Cost*		*and impairment*			*Net book value*
Machinery and equipment	$	8,460	$	(8,460	)	$	-
Building		1,804		(457	)		1,347
Land		223		-			223
Building and Land Improvements		1,830		(1,735	)		95
Office equipment and furniture		272		(183	)		89
	$	12,589	$	(10,835	)	$	1,754

On May 1, 2024, the Company entered into an agreement with Ester Industries Ltd. (“Ester”), a manufacturer of polyester films and specialty polymers in India, to form a 50/50 joint venture based in India (“India JV”). The purpose of the India JV is to build and operate an Infinite Loop™ manufacturing facility in India which will produce lower carbon footprint rDMT, rMEG and specialty polymers, using the Infinite Loop™ Technology. During the year ended February 28, 2025, Ester Loop Infinite Technologies Private Limited (“ELITe”) was incorporated as the India JV.

	*As at February 28, 2025*
			*Accumulated*
			*depreciation,*
			*write-down*
	*Cost*		*and impairment*			*Net book value*
Machinery and equipment	$	8,460	$	(8,460	)	$	-
Building		1,717		(406	)		1,311
Land		212		-			212
Building and Land Improvements		1,741		(1,616	)		125
Office equipment and furniture		259		(170	)		89
	$	12,389	$	(10,652	)	$	1,737

FDepreciation expense for the three-8 ~~Table~~and ofsix-month ~~Contents~~periods ended August 31, 2025 amounted to $36 and $70, respectively (2024 – $79 and $170).

~~ELITe meets the accounting definition of a joint venture where neither party has control of the joint venture entity and both parties have joint control over the decision~~ F-~~making process. As such, the Company uses the equity method of accounting to account for its share of the investment in ELITe.~~ 10

~~During~~ Table ~~the three-month period ended May 31, 2025, Loop and Ester made no contributions (2024 – nil) to ELITe. During the three-month period ended May 31, 2025, ELITe incurred losses~~ of $604 (2024 – nil), resulting in the Company recording its share of the loss on equity accounted investment of $302 (2024 – nil) for the period. As at May 31, 2025, the carrying value of the Company’s investment in ELITe was $979 (2024 – nil).Contents

106. ~~Series~~Intangible BAssets, ~~Convertible Preferred Stock~~Net

~~The~~Intangible ~~balance~~assets ~~of Series B Convertible Preferred Stock~~ as at August ~~May~~ 31, 2025 and February 28, 2025 were ~~was~~$1,800 and as$1,708, ~~follows:~~respectively.

	May 31, 2025		February 28, 2025
Stated value at issuance	$	10,395	$	10,395
Accrued PIK dividends		592		252
Series B Convertible Preferred Stock	$	10,987	$	10,647

During the six-month periods ended August 31, 2025 and 2024, we made additions relating to patent application costs to intangible assets of $133 and $325, respectively.

~~During~~Amortization ~~the~~expense for the three- and six-month ~~period~~periods ended August ~~May~~ 31, 2025, ~~the~~amounted ~~company~~to ~~recorded~~$61 and ~~PIK dividends of~~ $~~340~~126, respectively (2024 – ~~nil), which were recorded in “Interest~~ $50 and ~~other financial expenses” in our Consolidated Statements of Operations and Comprehensive Loss~~$96).

117. ~~Long‑Term~~Fair ~~Debt~~Value of Financial Instruments

~~Long-term~~The ~~debt~~following astables presents the fair value of ~~May~~the Company's financial liabilities as at August 31, 2025 and February 28, 2025~~, was comprised of the following~~:

	May 31, 2025			February 28, 2025
	Fair Value at August 31, 2025
Investissement Québec financing facility:
	Carrying						Level in the
Principal amount	$	3,202		$	3,099
	Amount			Fair Value			hierarchy
Unamortized discount		(133	)		(138	)
Financial liabilities measured at amortized cost:
Accrued interest		126			124
Series B Convertible Preferred stock (Note 10)	$	11,328		$	11,328		Level 2
Total Investissement Québec financing facility		3,195			3,085
Long-term debt (Note 11)	$	3,128		$	3,128		Level 2
Less: current portion of long-term debt		(409	)		(312	)
Due to customer	$	865		$	865		Level 2
Long-term debt, net of current portion	$	2,786		$	2,773

Investissement Québec financing facility

	*Fair Value at February 28, 2025*
	Carrying				Level in the
	Amount		Fair Value		hierarchy
Financial liabilities measured at amortized cost:
Series B Convertible Preferred stock (Note 10)	$	10,647	$	10,647	Level 2
Long-term debt (Note 11)	$	3,085	$	3,085	Level 2
Due to customer	$	832	$	832	Level 2

The ~~Company~~fair ~~recorded~~value ~~interest~~of ~~expense~~cash, onrestricted ~~the~~cash, ~~Investissement~~accounts ~~Québec~~receivable ~~loan~~and ~~for the three-month period ended May 31~~other, ~~2025~~and inaccounts ~~the~~payable ~~amount of $36 (2024 – $30)~~ and anaccrued ~~accretion~~liabilities ~~expense~~approximate oftheir ~~$11~~carrying ~~(2024~~values –due ~~$14).~~to ~~During~~their ~~the three~~short-~~month~~term ~~period ended May 31, 2025, the Company made repayments of $55 (2024 – $25) on the Investissement Québec loan~~maturity.

~~Total~~8. ~~repayments~~Accounts ~~due~~Payable onand ~~the~~Accrued ~~Company’s indebtedness over the next five years are as follows:~~Liabilities

Years ending	Amount
February 28, 2026	$	273
February 28, 2027		545
February 29, 2028		837
February 28, 2029		837
February 28, 2030		836
Thereafter		-
Total	$	3,328

Accounts payable and accrued liabilities as at August 31, 2025 and February 28, 2025 were as follows:

F-9 Table of Contents

	*August 31, 2025*		*February 28, 2025*
Trade accounts payable	$	1,601	$	2,010
Accrued employee compensation		602		554
Accrued engineering fees		455		431
Accrued professional fees		338		276
Other accrued liabilities		339		274
	$	3,335	$	3,545

~~Credit facility from a Canadian bank~~ F- 11

On Table ~~July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary~~ of the Company, entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank. The Credit Facility allows for borrowings of up to $2,544 in aggregate principal amount. The Credit Facility is secured by the Company’s Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was not in compliance as at May 31, 2025. All borrowings under the Credit Facility bear interest at an annual rate equal to the bank’s Canadian prime rate plus 1.0%. As at May 31, 2025, the $2,544 Credit Facility was available and undrawn. As at May 31, 2024, the Company had borrowings of $2,517 under the Credit Facility.Contents

On July 4, 2025, the Company and the Canadian Bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025 of $10,647 in the calculation of stockholders’ equity9. Investments ~~The Company was~~ in ~~compliance~~Joint ~~with the minimum equity covenant following this amendment.~~Ventures

~~12.~~Joint ~~Stockholders’~~Venture ~~Equity~~with Ester

~~Common~~On May ~~Stock~~1, 2024, the Company entered into an agreement with Ester Industries Ltd. (“Ester”), a manufacturer of polyester films and specialty polymers in India, to form a 50/50 joint venture based in India (“India JV”). The purpose of the India JV is to build and operate an Infinite Loop™ manufacturing facility in India which will produce lower carbon footprint rDMT, rMEG and specialty polymers, using the Infinite Loop™ Technology. During the year ended February 28, 2025, Ester Loop Infinite Technologies Private Limited (“ELITe”) was incorporated as the India JV.

For the period ended May 31, 2025	Number of shares		Amount
Balance, February 28, 2025		47,620,263	$	5
Issuance of shares upon settlement of restricted stock units		98,087		-
Balance, May 31, 2025		47,718,350	$	5

ELITe meets the accounting definition of a joint venture where neither party has control of the joint venture entity and both parties have joint control over the decision-making process. As such, the Company uses the equity method of accounting to account for its share of the investment in ELITe.

For the period ended May 31, 2024	Number of shares		Amount
Balance, February 29, 2024		47,528,908	$	5
Issuance of shares upon settlement of restricted stock units		9,837		-
Balance, May 31, 2024		47,538,745	$	5

During the six-month period ended August 31, 2025, Loop and Ester made no contributions (2024 – nil) to ELITe. During the three- and six-month periods ended August 31, 2025, ELITe incurred losses of $86 and $689, respectively (2024 – nil), resulting in the Company recording its share of the loss on equity accounted investment of $43 and $345 (2024 – nil) for the respective periods. As at August 31, 2025, and February 28, 2025 the carrying value of the Company's investment in ELITe was $923 and $1,267, respectively.

~~During~~10. ~~the~~Series ~~three~~B ~~months~~Convertible ~~ended~~Preferred ~~May 31, 2025, the Company recorded the following common stock transactions:~~Stock

~~(i)~~ The ~~Company~~balance ~~issued~~of ~~98,087~~Series ~~shares~~B ofConvertible ~~the~~Preferred ~~common~~Stock ~~stock~~as toat August ~~settle~~31, ~~restricted~~2025 ~~stock~~and February ~~units~~28, ~~that~~2025 ~~vested~~was inas ~~the period.~~follows:

During the three months ended May 31, 2024, the Company recorded the following common stock transactions:

	*August 31, 2025*		*February 28, 2025*
Stated value at issuance	$	10,395	$	10,395
Accrued PIK dividends		933		252
Series B Convertible Preferred Stock	$	11,328	$	10,647

~~(i)~~During ~~The~~the ~~Company~~three- ~~issued~~and 9six-month periods ended August 31,~~837~~ ~~shares~~2025, the Company recorded PIK dividends of $341 and ~~the~~$681 respectively, ~~common~~(2024 ~~stock~~– tonil), ~~settle~~which ~~restricted~~were ~~stock~~recorded ~~units~~in ~~that~~“Interest ~~vested~~and other financial expenses” in ~~the~~our ~~period~~Consolidated Statements of Operations and Comprehensive Loss.

1311. ~~Revenues~~Long‑Term Debt

~~Revenue for the three~~Long-~~month~~term ~~periods~~debt ~~ended~~as ~~May~~of August 31, 2025 and February ~~2024~~28, ~~were~~2025, aswas ~~follows~~comprised of the following:

	May 31, 2025			May 31, 2024
	August 31, 2025			February 28, 2025
Engineering services	$	244		$	-
Investissement Québec financing facility:
Sales of PET		8			6
Principal amount	$	3,131		$	3,099
	$	252		$	6
Unamortized discount		(122	)		(138	)
Accrued interest		119			124
Total Investissement Québec financing facility		3,128			3,085
Less: current portion of long-term debt		(464	)		(312	)
Long-term debt, net of current portion	$	2,664		$	2,773

~~During~~Investissement ~~the~~Québec ~~three-month~~financing period ended May 31, 2025, the Company recorded revenues of $244 (2024 – nil) for engineering fees, which were related to an engineering services agreement between Loop and ELITe. Pursuant to the agreement, Loop provides engineering services for the planned Infinite Loop™ facility ~~in India.~~

~~During~~The Company recorded interest expense on the Investissement Québec loan for the three- and six-month ~~period~~periods ended August ~~May~~ 31, 2025, in the ~~Company~~amount ~~recorded revenues~~ of $836 and $72, respectively (2024 – $629 and $59) ~~for~~and ~~sales~~an ofaccretion ~~Loop™~~expense ~~PET~~of ~~resin.~~$11 and ~~As at May 31~~$23, ~~2025,~~respectively ~~unearned revenue was $102~~ (2024 – ~~nil~~$14 and $27),. ~~comprised~~During ofthe asix-month ~~payment~~period ~~received~~ended August ~~from~~31, a2025, ~~customer while~~ the Company ~~has~~made ~~not~~repayments ~~yet~~of ~~fulfilled~~$136 (2024 ~~its~~– ~~obligation~~$50) toon ~~deliver~~the ~~PET~~Investissement Québec loan.

~~F-10~~Total ~~Table~~repayments ofdue ~~Contents~~on the Company's indebtedness over the next five years are as follows:

14. Research and Development Expenses

Years ending	*Amount*
February 28, 2026		191
February 28, 2027		546
February 29, 2028		838
February 28, 2029		838
February 28, 2030		837
Thereafter		-
Total	$	3,250

~~Research~~Credit ~~and~~facility ~~development~~from ~~expenses~~a ~~for~~Canadian ~~the three-month periods ended May 31, 2025 and 2024 were as follows:~~bank

	May 31, 2025		May 31, 2024
Employee compensation	$	1,014	$	1,144
External engineering		5		628
Plant and laboratory operating expenses		231		270
Other		124		195
	$	1,374	$	2,237

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company (the "Borrower"), entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank. The Credit Facility allows for borrowings of up to $2,547 in aggregate principal amount. The Credit Facility is secured by the Company's Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was in compliance as at August 31, 2025. All borrowings under the Credit Facility bear interest at an annual rate equal to the bank's Canadian prime rate plus 1.0%. As at August 31, 2025, the $2,547 Credit Facility was available and undrawn. As at August 31, 2024, the Company had borrowings of $1,587 under the Credit Facility.

~~15.~~On July ~~General~~4, 2025, the Borrower, the Company and ~~Administrative~~the ~~Expenses~~Canadian bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025 of $10,647 in the calculation of stockholders' equity.

~~General~~On October ~~and~~10, ~~administrative~~2025, ~~expenses~~the ~~for~~Borrower, the ~~three-month~~Company ~~periods~~and ~~ended~~the ~~May~~Canadian 31bank executed an amendment to the Credit Facility, ~~2025~~which ~~and~~removed ~~2024~~the ~~were~~minimum asequity ~~follows:~~covenant tested quarterly for the duration of the term of the Credit Facility.

	May 31, 2025		May 31, 2024
Employee compensation	$	632	$	876
Insurance		453		492
Professional fees		361		1,255
Other		203		288
	$	1,649	$	2,911

F- 12

~~16.~~ Table ~~Share-based~~of ~~Payments~~Contents

~~Stock~~12. ~~Options~~Stockholders' Equity (Deficit)

~~The~~Common ~~following table summarizes the continuity of the Company’s stock options during the three-month periods ended May 31, 2025 and 2024:~~Stock

	2025				2024
For the period ended August 31, 2025	Number of shares		Amount
	Number of stock options		Weighted average exercise price		Number of stock options		Weighted average exercise price
Balance, February 28, 2025		47,620,263	$	5
Outstanding, beginning of period		2,771,216	$	5.25		2,772,000	$	5.10
Issuance of shares upon settlement of restricted stock units		126,857		-
Granted		2,801,922		1.16		199,216		2.89
Issuance of shares for cash		116,358		-
Exercised		-		-		-		-
Balance, August 31, 2025		47,863,478	$	5
Forfeited		-		-		-		-
Expired		-		-		-		-
Outstanding, end of period		5,573,138	$	3.19		2,971,216	$	4.95
Exercisable, end of period		2,711,727	$	4.98		1,890,000	$	6.39

The Company applies the fair value method of accounting for stock-based compensation awards granted. Fair value is calculated based on a Black-Scholes option pricing model. The principal components of the pricing model for the stock options granted in the three-month period ended May 31, 2025 and 2024 were as follows:

For the period ended August 31, 2024	*Number of shares*		*Amount*
Balance, February 29, 2024		47,528,908	$	5
Issuance of shares upon settlement of restricted stock units		91,355		-
Balance, August 31, 2024		47,620,263	$	5

	2025		2024
Exercise price	$	1.16		2.89
Risk-free interest rate		3.68% – 3.72%		4.09%
Expected dividend yield		0%		0%
Expected volatility		81% – 82%		73%
Expected life		3.5 – 5.0 years		7 years

During the six months ended August 31, 2025, the Company recorded the following common stock transactions:

(i) The ~~weighted-average~~Company ~~grant-date~~issued ~~fair~~126,857 ~~value~~shares of ~~options granted during~~ the ~~periods~~common ~~ended~~stock ~~May~~to ~~31,~~settle ~~2025~~restricted ~~and~~stock ~~2024~~units ~~was~~that ~~$0.62~~vested ~~and~~in ~~$2.03,~~the ~~respectively~~period.

A(ii) ~~summary~~The ~~of the~~ Company’s ~~nonvested~~issued 116,358 shares as of ~~May~~common ~~31,~~stock ~~2025,~~through ~~and~~its ~~changes~~ATM ~~during~~Equity ~~the~~Offering ~~period~~program ~~ended~~at ~~May~~an ~~31,~~average ~~2025~~offering ~~were~~price asof ~~follows:~~$1.66 for gross proceed of $193.

	Number of stock options			Weighted-average grant-date fair value
Nonvested, beginning of period		731,216		$	1.88
Granted		2,270,000			0.64
Exercised		-			-
Forfeited		-			-
Vested		(139,805	)		2.09
Nonvested, end of period		2,861,411		$	0.89

During the six months ended August 31, 2024, the Company recorded the following common stock transaction:

~~During~~(i) ~~the~~The ~~three-month~~Company ~~periods~~issued ~~ended May 31~~91,355 ~~2025~~shares ~~and~~of ~~2024,~~the common stock~~-based~~ ~~compensation~~to ~~expense~~settle ~~attributable~~restricted to stock ~~options~~units ~~amounted~~that tovested ~~$486~~in ~~and~~the ~~$146, respectively~~period.

~~F-11~~13. ~~Table of Contents~~Revenues

~~Restricted~~Revenue ~~Stock~~for ~~Units~~the three-month periods ended August 31, 2025 and 2024 were as follows:

The following table summarizes the continuity of the restricted stock units during the three-month periods ended May 31, 2025 and 2024:

	August 31, 2025		August 31, 2024
Engineering services	$	-	$	-
Sales of PET		-		23
	$	-	$	23

	2025					2024
	Number of units			Weighted average fair value price		Number of units			Weighted average fair value price
Outstanding, beginning of period		4,466,958		$	6.32		4,368,897		$	6.53
Granted		-			-		40,000			2.85
Settled		(98,087	)		3.41		(9,837	)		8.31
Forfeited		(387,750	)		2.87		-			-
Outstanding, end of period		3,981,121		$	6.73		4,399,060		$	6.49
Outstanding vested, end of period		1,689,255		$	6.02		1,727,575		$	6.07

Revenue for the six-month periods ended August 31, 2025 and 2024 were as follows:

The Company applies the fair value method of accounting for awards granted through the issuance of restricted stock units. Fair value is calculated based on the intrinsic value at grant date multiplied by the number of restricted stock unit awards granted.

	August 31, 2025		August 31, 2024
Engineering services	$	244	$	-
Sales of PET		8		29
	$	252	$	29

~~During~~14. ~~the~~Research ~~three-month periods ended May 31, 2025~~ and ~~2024,~~Development ~~stock-based compensation attributable to RSUs amounted to $(111), which includes $(268) for forfeitures recorded in the period, and $224, respectively.~~Expenses

~~Stock~~Research and development expenses for the three-~~Based~~month ~~Compensation~~periods ~~Expense~~ended August 31, 2025 and 2024 were as follows:

During the three-month periods ended May 31, 2025 and 2024, stock-based compensation included in research and development expenses amounted to $312 and $129, respectively, and in general and administrative expenses amounted to $63 and $241, respectively.

	*August 31, 2025*		August 31, 2024
Employee compensation	$	629	$	993
External engineering		9		651
Plant and laboratory operating expenses		148		197
Other		57		104
	$	843	$	1,945

~~17.~~Research ~~Equity~~and ~~Incentive~~development ~~Plan~~expenses for the six-month periods ended August 31, 2025 and 2024 were as follows:

On July 6, 2017, the Company adopted the 2017 Equity Incentive Plan (the “Plan”). The Plan permits the granting of warrants, stock options, stock appreciation rights and restricted stock units to employees, directors and consultants of the Company. A total of 3,000,000 shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the Plan, amounting to the lessor of (i) 1,500,000 shares, (ii) 5% of the outstanding shares on the last day of the immediately preceding fiscal year, or (iii) such number of shares determined by the Administrator of the Plan, effective March 1, 2018. On March 1, 2025, the share reserve was increased by 1,500,000 shares (2024 – 1,500,000). The Plan is administered by the Board of Directors who designates eligible participants to be included under the Plan, the number of awards granted, the share price pursuant to the awards and the vesting conditions and period. The awards, when granted, will have an exercise price of no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the options shall not exceed 5 years.

	*August 31, 2025*		August 31, 2024
Employee compensation	$	1,643	$	2,138
External engineering		14		1,279
Plant and laboratory operating expenses		379		467
Other		181		298
	$	2,217	$	4,182

~~The following table summarizes the continuity of the units that were authorized for issuance under the Plan as at and during the three~~ F-~~month periods ended May 31, 2025 and 2024:~~ 13

	2025			2024
	Number of units*			Number of units*
Authorized, beginning of period		2,159,612			848,244
Automatic share reserve increase		1,500,000			1,500,000
Units granted		(2,801,922	)		(239,216	)
Units forfeited		387,750			-
Units expired		-			-
Authorized, end of period		1,245,440			2,109,028

Table of Contents

*The15. ~~use~~General ~~of the term “units” in the table above describes a combination of stock options~~ and ~~RSUs.~~Administrative Expenses

FGeneral and administrative expenses for the three-12month ~~Table~~periods ofended August ~~Contents~~31, 2025 and 2024 were as follows:

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

	*August 31, 2025*		August 31, 2024
Employee compensation	$	671	$	816
Insurance		423		476
Professional fees		612		1,007
Other		165		296
	$	1,871	$	2,595

~~The~~General ~~following information~~ and ~~any~~administrative ~~forward-looking~~expenses ~~statements~~for ~~should be read in conjunction with~~ the ~~unaudited financial information and the notes thereto included in this Quarterly Report on Form 10~~ six-Q,month ~~including~~periods ~~those risks identified in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year~~ ended August ~~February 28~~31, 2025, ~~filed~~and ~~with~~2024 ~~the~~were ~~SEC on May 29, 2025,~~ as ~~amended by the Amendment No. 1 on Form 10-K/A filed with the SEC on May 30, 2025 (the “2025 Annual Report”).~~follows:

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING STATEMENTS

	August 31, 2025		August 31, 2024
Employee compensation	$	1,303	$	1,692
Insurance		876		968
Professional fees		973		2,262
Other		367		584
	$	3,519	$	5,506

~~This Quarterly Report on Form 10-Q of Loop Industries, Inc~~16., ~~a Nevada corporation (the “Company,” “Loop Industries,” “Loop,” “we,” or “our”), contains “forward~~Share-~~looking~~based statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expected activities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for future growth and future operations, the size of our addressable market, and market and industry trends. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from the projections discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” Additional factors that could materially affect these forward-looking statements and/or projections include, among other things: (i) our ability to commercialize our technology and products, (ii) the status of our relationships with our partners, (iii) development and protection of our intellectual property and products, (iv) industry competition, (v) our need for and ability to obtain additional funding relative to our current and future financial commitments, (vi) our ability to continue as a going concern, (vii) engineering, contracting, and building our manufacturing facilities, (viii) our ability to scale, manufacture, and sell our products and to license our technology in order to generate revenues, (ix) our proposed business model and our ability to execute it, (x) our ability to obtain the necessary approvals or satisfy any closing conditions in respect of any of our proposed partnerships, (xi) our joint venture projects and our ability to recover certain expenditures in connection to them, (xii) adverse effects on the Company’s business and operations as a result of increased regulatory, media, or financial reporting scrutiny, practices, rumors, or otherwise, (xiii) public health issues, such as disease epidemics, which may lead to reduced access to capital markets, supply chain disruptions, and government-imposed business closures, (xiv) war, regional tensions, and economic or other conflicts including trade disputes and increasing protectionist measures that could impact market stability and our business; (xv) the effect of the continuing worldwide macroeconomic uncertainty and its impacts, including inflation, market volatility and fluctuations in foreign currency exchange and interest rates, (xvi) the outcome of any SEC investigations or class action litigation filed against us, (xvii) our ability to hire and/or retain qualified employees and consultants, (xviii) other events or circumstances over which we have little or no control, and (xix) other factors discussed in our subsequent filings with the Securities and Exchange Commission (the “SEC”).Payments

~~Management~~Stock has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties, and a review of information filed by our competitors with the SEC or otherwise publicly available. Options

InThe ~~addition,~~following ~~statements~~table ~~that~~summarizes ~~“we~~the ~~believe”~~continuity ~~and~~of ~~similar statements reflect our beliefs and opinions on~~ the ~~relevant~~Company's ~~subject.~~stock ~~These~~options ~~statements~~during ~~are based upon information available to us as at~~ the ~~date of this Quarterly Report on Form 10~~three-Q,month ~~and~~periods ~~while~~ended August ~~we believe such information forms a reasonable basis for such statements~~31, ~~such~~2025 ~~information may be limited or incomplete,~~ and should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.2024:

4 Table of Contents

	*2025*					2024
	*Number of*			*Weighted average*		Number of			Weighted average
	*stock options*			*exercise price*		stock options			exercise price
Outstanding, beginning of period		5,573,138		$	3.19		2,971,216		$	4.95
Granted		-			-		-			-
Exercised		-			-		-			-
Forfeited		(80,000	)		3.11		(200,000	)		0.80
Expired		-			-		-			-
Outstanding, end of period		5,493,138		$	3.19		2,771,216		$	5.25
Exercisable, end of period		2,711,727		$	4.98		1,890,000		$	6.39

WeThe ~~caution~~following ~~readers~~table ~~not~~summarizes ~~to place undue reliance on any such forward-looking statements, which speak only as at~~ the ~~date~~continuity ~~made.~~of ~~Except as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after~~ the ~~date~~Company's ofstock ~~such~~options ~~statements~~during ~~or to reflect~~ the ~~occurrence~~six-month ofperiods ~~anticipated~~ended August or31, ~~unanticipated~~2025 ~~events.~~and 2024:

General

	*2025*					2024
	*Number of*			*Weighted average*		Number of			Weighted average
	*stock options*			*exercise price*		stock options			exercise price
Outstanding, beginning of period		2,771,216		$	5.25		2,772,000		$	5.10
Granted		2,801,922			1.16		199,216			2.89
Exercised		-			-		-			-
Forfeited		(80,000	)		3.11		(200,000	)		0.80
Expired		-			-		-			-
Outstanding, end of period		5,493,138		$	3.19		2,771,216		$	5.25
Exercisable, end of period		2,711,727		$	4.98		1,890,000		$	6.39

~~As used in this Quarterly Report on Form 10~~ F-~~Q, the following terms are being provided so investors can better understand our business:~~ 14

~~Depolymerization~~ Table ~~refers to the chemical process~~ of ~~breaking down a polymer molecule into its constituent monomers or smaller subunits. Depolymerization is the opposite of polymerization.~~Contents

~~DMT~~The isCompany anapplies ~~acronym~~the fair value method of accounting for ~~dimethyl~~stock-based ~~terephthalate,~~compensation ~~which~~awards granted. Fair value is calculated based on a ~~monomer~~Black-Scholes ~~used~~option inpricing ~~the~~model. ~~production~~The principal components of ~~polyethylene~~the ~~terephthalate~~pricing ~~(“PET”)~~model for the stock options granted in the six-month period ended August 31, as2025 ~~well~~and 2024 were as ~~other products.~~follows:

MEG is an acronym for monoethylene glycol, which is a monomer used in the production of PET, as well as other products.

	2025			2024
Exercise price	$	1.16		$	2.89
Risk-free interest rate		3.68% - 3.72%			4.09	%
Expected dividend yield		0	%		0	%
Expected volatility		81%-82%			73	%
Expected life (years)		3.5 - 5.0 years			7

~~Polymerization~~The ~~refers~~weighted-average togrant-date afair ~~process~~value of ~~reacting~~options ~~monomer~~granted ~~molecules~~during ~~together~~the insix-month aperiods ~~chemical~~ended August ~~reaction~~31, to2025 ~~form~~and ~~polymer~~2024 was ~~chains~~$0.62 and or$2.03, ~~three-dimensional networks~~respectively.

~~PET~~A issummary ~~an acronym for polyethylene terephthalate, which is a thermoplastic polymer resin~~ of the ~~polyester~~Company’s ~~family~~nonvested ~~showing~~shares ~~excellent~~as ~~tensile and impact strength, chemical resistance, clarity, and processability, and reasonable thermal stability. It is typically produced through the reaction~~ of August ~~terephthalic acid or DMT and MEG. PET is the material which is most commonly used for the production of plastic packaging~~31, ~~including plastic bottles for water and carbonated soft drinks~~2025, ~~containers for food~~ and ~~other~~changes ~~consumer~~during ~~products; it is commonly identified by~~ the ~~number~~period ~~“1”,~~ended August ~~often inside an image of a triangle~~31, on2025 ~~the~~were ~~packaging.~~as ~~PET is also the specific type of polyester most commonly used to produce polyester fiber for a variety of applications including textiles, clothing and apparel.~~follows:

rPET, rDMT and rMEG are acronyms for recycled PET, DMT and MEG.

	*2025*
	*Number of*			*Weighted average*
	*stock options*			*exercise price*
Nonvested, beginning of period		731,216		$	1.88
Granted		2,270,000			0.64
Exercised		-			-
Forfeited		(80,000	)		2.15
Vested		(139,805	)		2.09
Nonvested, end of period		2,781,411		$	0.85

$During ~~refers~~the three-month periods ended August 31, 2025 and 2024, stock-based compensation expense attributable to ~~U.S.~~stock ~~dollars~~options ~~unless~~amounted ~~otherwise~~to ~~indicated~~$165 and $148, respectively. During the six-month periods ended August 31, 2025 and 2024, stock-based compensation expense attributable to stock options amounted to $651 and $295, respectively

~~Introduction~~Restricted Stock Units

~~Loop~~The ~~Industries~~following istable asummarizes ~~technology company whose mission is to accelerate~~ the ~~world’s~~continuity 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 plastic bottles, packaging, and textiles such as carpets and clothing, into its base building block monomers, DMT and MEG. The monomers are separated, purified and polymerized to create virgin-quality Loop™ branded PET resin suitable for use in food-grade packaging and polyester fiber, thus enabling our customers to meet their sustainability objectives. Loop™ PET plastic and polyester fiber can be recycled infinitely without degradation of ~~quality, helping to close~~ the ~~plastic~~restricted ~~loop.~~stock ~~Loop~~units ~~Industries~~during ~~is committed to contributing to~~ the ~~global~~three-month ~~movement~~periods ~~towards~~ended August a31, ~~circular~~2025 ~~economy by reducing plastic waste~~ and ~~recovering waste plastic for a sustainable future.~~2024:

Loop plans to commercialize the Infinite Loop™ technology through a combination of direct investments with strategic partners to own and operate commercial facilities and the licensing of its technology.

	*2025*					2024
				*Weighted average*					Weighted average
	*Number of units*			*fair value price*		Number of units			fair value price
Outstanding, beginning of period		3,981,121		$	6.73		4,399,060		$	6.49
Granted		310,770			1.31		144,276			2.09
Settled		(28,770	)		1.13		(81,518	)		6.55
Forfeited		(6,589	)		5.32		-			-
Outstanding, end of period		4,256,532		$	6.38		4,461,818		$	6.35
Outstanding vested, end of period		1,833,531		$	5.71		1,761,421		$	5.86

AsThe ~~the~~following ~~initial~~table ~~phase~~summarizes ~~of our plan for~~ the ~~commercialization~~continuity of ~~future~~the ~~Infinite~~restricted ~~Loop™~~stock ~~manufacturing~~units ~~facilities,~~during ~~we constructed and have successfully operated our Terrebonne, Québec depolymerization production facility (~~the ~~“Terrebonne~~six-month ~~Facility”)~~periods ~~for~~ended August ~~the past five years~~31, ~~demonstrating~~2025 ~~the effectiveness of our technology~~ and ~~supplying Loop PET resin and polyester fiber to customers. The facility is also used for research and development activities.~~2024:

5 Table of Contents

	*2025*					2024
				*Weighted average*					Weighted average
	*Number of units*			*fair value price*		Number of units			fair value price
Outstanding, beginning of period		4,466,958		$	6.32		4,368,897		$	6.53
Granted		310,770			1.31		184,276			2.25
Settled		(126,857	)		2.90		(91,355	)		6.74
Forfeited		(394,339	)		2.91		-			-
Outstanding, end of period		4,256,532		$	6.38		4,461,818		$	6.35
Outstanding vested, end of period		1,833,531		$	5.71		1,761,421		$	5.86

~~Loop is currently executing on its commercialization strategy through two key strategic partnerships.~~ The Company isapplies ~~advancing~~the ~~towards~~fair ~~the~~value ~~construction~~method of anaccounting ~~Infinite~~for ~~Loop™~~awards ~~manufacturing~~granted ~~facility in India~~ through ~~its~~the ~~50/50~~issuance ~~joint~~of ~~venture~~restricted instock ~~India with Ester Industries Ltd~~units. ~~(“Ester”).~~Fair ~~The~~value ~~facility’s planned production capacity~~ is ~~70,000~~calculated ~~tons~~based ~~per~~on ~~year of Loop branded PET resin and polyester fiber. In addition,~~ the ~~Company~~intrinsic ~~sold~~value ~~its~~at ~~first~~grant ~~technology~~date ~~license~~multiplied to Reed Management SAS, known as Reed Societe Generale Group, for one Infinite Loop™ manufacturing facility in Europe for an initial down payment of €10 million with additional milestone payments to be received by ~~Loop as~~ the ~~project~~number ~~advances. Infinite Loop Europe, an entity to be owned 10% by Loop and 90% by Reed Societe Generale Group, was formed with the purpose~~ of ~~developing~~restricted ~~Infinite~~stock ~~Loop™~~unit ~~manufacturing~~awards ~~facilities in Europe~~granted. ~~These initiatives represent key steps in implementing the Company's plan to deploy its proprietary depolymerization technology in global markets.~~

~~Background~~During the three-month periods ended August 31, 2025 and 2024, stock-based compensation attributable to RSUs amounted to $115 and $214, respectively. During the six-month periods ended August 31, 2025 and 2024, stock-based compensation expense attributable to RSUs amounted to $4, which includes $(291) for forfeitures recorded in the period, and $437, respectively.

~~Industry Background and Competitive Landscape~~ F- 15

~~PET~~ Table ~~resin~~of is primarily derived from fossil fuel-based monomers and is referred to as “virgin PET” when used for packaging and “virgin polyester” when used for fibers. PET is widely used in packaging, especially for beverage bottles and food containers, due to its excellent barrier properties, durability, and food safety profile. Virgin polyester fiber is also the dominant synthetic fiber in the textile industry, valued for its strength, durability, wrinkle resistance, and versatility in apparel, home furnishings, and industrial applications.Contents

~~Despite growing regulatory and consumer pressure for sustainable alternatives, most of the PET and polyester fiber used globally today is still comprised of fossil fuel~~Stock-~~based~~Based ~~monomers.~~Compensation In many applications, virgin material is still preferred or required, either alone or blended with recycled content, in order to meet quality specifications. As a result, the global markets for both PET packaging and polyester fiber remain heavily dependent on fossil fuels, underscoring the need for scalable, cost-effective recycling technologies that can produce high-quality PET and polyester fiber from waste plastic.Expense

~~Mechanical~~During ~~recycling is~~ the ~~most~~three-month ~~common~~periods ~~method~~ended August ~~for~~31, ~~recycling~~2025 ~~PET~~and ~~waste.~~2024, ~~This multi~~stock-~~step~~based ~~physical~~compensation ~~process~~included ~~transforms~~in ~~waste~~research ~~PET~~and ~~into~~development ~~reusable~~expenses ~~materials.~~amounted ~~The~~to $32 and ~~process~~$131, ~~begins~~respectively, ~~with~~and ~~the~~in ~~collection~~general ofand ~~waste~~administrative ~~PET~~expenses ~~bottles~~amounted to $248 and ~~packaging~~$231, ~~through~~respectively. ~~various~~During ~~systems,~~the ~~such~~six-month asperiods ~~curbside~~ended August ~~programs~~31, 2025 and ~~deposit~~2024, ~~returns.~~stock-based ~~The~~compensation ~~waste~~included isin ~~sorted~~research atand ~~materials~~development ~~recovery~~expenses ~~facilities~~amounted to ~~separate~~$344 and ~~PET~~$261, ~~from~~respectively, ~~other~~and ~~plastics~~in general orand ~~materials,~~administrative ~~then~~expenses ~~compressed~~amounted ~~into~~to ~~bales~~$311 and $471, respectively.

~~The bales are broken down and the waste PET shredded into flakes after removal of contaminants like stones, sand, metals, labels, and bottle caps~~17. ~~These~~Equity ~~flakes~~Incentive undergo rigorous washing and cleaning stages, often using hot water and detergents, to remove dirt, adhesives, and residues. Separation techniques like flotation and air classification are then used to eliminate remaining impurities, and the flakes are dried. Next, the flakes may go through optical color sorting to produce rPET for higher value uses such as clear beverage bottles. The cleaned flakes are then melted at high temperatures, extruded, and cut into uniform pellets. For applications like food-grade packaging, the rPET pellets typically undergo further processing to ensure compliance with safety and quality standards for direct food contact.Plan

WeOn July ~~believe~~6, ~~mechanically~~2017, ~~recycled~~the ~~PET~~Company ~~faces~~adopted ~~significant~~the ~~challenges~~2017 inEquity ~~meeting~~Incentive Plan (the ~~quality~~“Plan”). ~~specifications~~The ~~and~~Plan ~~increasing~~permits ~~volume~~the ~~requirements~~granting ~~driven~~of bywarrants, ~~brand~~stock ~~commitments~~options, stock appreciation rights and ~~regulatory~~restricted ~~pressures.~~stock ~~Impurities~~units ~~like~~to ~~labels~~employees, ~~adhesives,~~directors and ~~other~~consultants ~~types~~of the Company. A total of ~~plastic~~3,000,000 ~~contained~~shares of common stock were initially reserved for issuance under the Plan at July 6, 2017, with annual automatic share reserve increases, as defined in the ~~waste~~Plan, ~~feedstock~~amounting ~~compromise~~to the ~~purity~~lessor of (i) 1,500,000 shares, (ii) 5% of the ~~rPET.~~outstanding ~~While~~shares ~~sorting~~on ~~and~~the ~~cleaning~~last ~~technologies~~day ~~help~~of the immediately preceding fiscal year, ~~they~~or ~~are~~(iii) ~~not~~such ~~always~~number ~~effective~~of ~~enough~~shares todetermined ~~produce~~by ~~consistently~~the ~~high-quality~~Administrator ~~recycled~~of ~~material~~the Plan, effective March 1, 2018. ~~Feedstock~~On March ~~limitations~~1, ~~also~~2025, ~~exist~~the ~~because~~share ~~certain~~reserve ~~PET~~was ~~products~~increased by 1,500,000 ~~such~~shares as(2024 – ~~colored~~1,500,000). orThe ~~multi-layered~~Plan ~~packaging~~is administered by the Board of Directors who designates eligible participants to be included under the Plan, ~~are~~the ~~challenging~~number of awards granted, the share price pursuant to ~~process~~the ~~mechanically~~awards ~~while~~and ~~maintaining~~the ~~quality~~vesting conditions and ~~consistency~~period. The awards, ~~leading~~when togranted, ~~them~~will ~~being~~have ~~sent~~an toexercise ~~landfill~~price orof ~~incineration~~no less than the estimated fair value of shares at the date of grant and a life not exceeding 10 years from the grant date. However, where a participant, at the time of the grant, owns stock representing more than 10% of the voting power of the Company, the life of the options shall not exceed 5 years.

AThe ~~key~~following ~~challenge~~table insummarizes ~~mechanical recycling is~~ the ~~degradation~~continuity of ~~PET’s~~the ~~physical~~units ~~properties~~that ~~with~~were ~~each~~authorized ~~recycling~~for ~~cycle.~~issuance ~~Processes~~under ~~like~~the ~~shredding,~~Plan ~~washing,~~as ~~and~~at ~~melting can break down polymer chains, reducing strength~~ and ~~clarity,~~during ~~often leading to “downcycling” where~~ the ~~rPET is limited to lower~~six-~~value~~month ~~applications~~periods ~~rather~~ended August ~~than being recycled back into bottles or food packaging. Due to the progressive degradation of material properties and the accumulation of impurities~~31, ~~PET~~2025 can typically only be mechanically recycled a limited number of times before its quality is too poor for further processing or valuable applications. The quality of mechanically recycled PET can vary considerably and often require blending with virgin PET to meet performance standards. This inconsistency poses difficulties for manufacturers aiming to incorporate rPET into products, particularly for demanding applications like food packaging.2024:

Mechanical recycling does not effectively handle polyester fiber waste. A substantial portion of polyester fiber waste consists of polyester blended with other fibers like cotton or spandex, which mechanical processes are largely ineffective at separating. Additionally, waste polyester fiber often contains dyes, finishes, and other chemicals that cannot be removed through mechanical recycling. Today, most recycled polyester on the market is produced from recycled PET bottles and packaging. A significant portion of PET bottles collected for recycling is diverted into polyester fiber production for textile applications, rather than being recycled back into new bottles.

	*2025*			2024
	Number of units*			Number of units*
Authorized, beginning of period		2,159,612			848,244
Automatic share reserve increase		1,500,000			1,500,000
Units granted		(3,112,692	)		(383,492	)
Units forfeited		474,339			200,000
Units expired		-			-
Authorized, end of period		1,021,259			2,164,752

We*The ~~believe~~use ~~these inherent limitations~~ of ~~mechanical~~the ~~recycling~~term ~~further~~“units” ~~re-enforce~~in the ~~need~~table ~~for~~above ~~depolymerization~~describes ~~technologies capable of processing~~ a ~~wider~~combination ~~range~~ of ~~PET~~stock ~~and~~options polyester fiber waste while yielding high-quality material. Depolymerization is a process in which plastics are broken down into their base monomers through chemical reactions, rather than being physically melted down and ~~reprocessed as in mechanical recycling~~RSUs.

~~6 Table of Contents~~ F- 16

~~Among~~ Table existing depolymerization technologies, we believe that Loop’s process offers advantages in handling more contaminated feedstock and in its scalability, which differentiates it from other available methods. This belief is supported by available technical information and due diligence on Loop’s technology carried out by multiple industry sources. To our knowledge, other existing depolymerization technologies often require high temperatures and pressures, resulting in substantial energy consumption and potential unwanted chemical reactions which can reduce the yield and purity of ~~the recovered monomers.~~Contents

~~Infinite~~18. ~~Loop™~~Subsequent ~~Technology~~Event

~~Our~~On September ~~depolymerization~~23, ~~technology~~2025, ~~breaks~~Loop ~~down~~entered ~~waste PET and polyester fiber~~ into ~~its~~a ~~base~~Securityholders ~~monomers~~Agreement ~~DMT~~with ~~and~~Reed ~~MEG.~~Circular ~~The~~Economy ~~monomers~~("RCE"), ~~are~~an ~~purified~~affiliate ~~and~~of ~~then~~Reed ~~recombined~~Management ~~into~~SAS, ~~virgin~~to ~~quality~~establish ~~PET~~the ~~resin~~framework ~~suitable~~ for ~~use~~the ingovernance, ~~food-grade~~ownership, ~~packaging~~ and ~~polyester~~operations ~~fiber~~of Infinite ~~made~~Loop ~~from~~Europe ~~100%~~SAS ~~recycled~~("Infinite ~~content~~Loop Europe"). ~~Our~~Under ~~depolymerization~~this ~~operates~~agreement, atRCE ~~low~~and ~~temperature~~Loop ~~with~~hold notheir ~~added~~interests ~~pressure~~in ~~which~~Infinite ~~enables~~Loop aEurope ~~wider~~on ~~range~~a of90/10 ~~PET~~basis ~~and polyester fiber~~ to bepursue ~~recycled.~~the ~~Our~~non-exclusive ~~technology~~development, ~~can~~financing, ~~recycle~~construction, aownership, ~~wide~~operation, ~~range~~and commercialization of ~~waste~~chemical ~~PET~~upcycling ~~plastic~~plants ~~bottles~~ and ~~packaging~~related ofproducts ~~any~~using ~~color,~~Loop's ~~transparency~~technology orwithin ~~condition,~~Europe. asThe ~~well~~Securityholders asAgreement ~~polyester~~provides ~~textiles~~Infinite ~~such~~Loop asEurope with ~~carpet~~priority ~~and~~rights ~~clothing~~to ~~that~~evaluate ~~contain~~European ~~dyes,~~project ~~additives~~opportunities, orestablishes ~~other~~financing ~~textiles~~arrangements ~~blended~~between ~~into~~ the ~~fabrics.~~shareholders, Wegrants ~~believe~~Loop ~~that~~options ~~our~~to ~~ability~~participate toin ~~use~~project ~~contaminated~~equity, ~~feedstocks~~and confirms that ~~other~~Loop ~~recycling~~retains ~~methods~~ownership ~~cannot~~of ~~process~~its isintellectual anproperty ~~important~~while ~~advantage~~granting ofthe ~~our~~Infinite ~~technology~~Loop Europe limited use rights.

~~Loop’s depolymerization technology has the potential to create a closed~~ F-loop system for PET plastic and polyester fiber waste, whereby they can be recycled an infinite number of times without degrading the quality of the material, unlike mechanical recycling. This is because the DMT and MEG monomers are purified back to their original state prior to being repolymerized. 17

~~The~~ Table ~~Infinite Loop™ Technology is also designed to provide a solution for recycling polyester textile waste, regardless~~ of color or contamination, into 100% recycled virgin-quality polyester. Loop branded polyester fiber can be seamlessly integrated into existing supply chains and manufacturing processes. This closed-loop approach aims to offer a sustainable alternative for the textile industry, addressing the growing issue of textile waste while maintaining high quality and performance.Contents

~~Loop~~ITEM ~~has been operating its Terrebonne Facility for the past five years producing DMT and MEG~~2. ~~The~~MANAGEMENT'S ~~facility~~DISCUSSION ~~has~~AND ~~been~~ANALYSIS ~~achieving~~OF ~~consistent~~FINANCIAL ~~monomer~~CONDITION ~~recovery,~~AND ~~demonstrating~~RESULTS ~~the~~OF ~~effectiveness of our technology and supplying customers with virgin quality PET resin for packaging and polyester fiber for textiles.~~ OPERATIONS

~~Agreements~~The following information and any forward-looking statements should be read in conjunction with ~~Reed~~the ~~Societe~~unaudited ~~Generale~~financial ~~Group~~information and the notes thereto included in this Quarterly Report on Form 10-Q, including those risks identified in the “Risk Factors” section of our Annual Report on Form 10-K for the fiscal year ended February 28, 2025, filed with the SEC on May 29, 2025, as amended by the Amendment No. 1 on Form 10-K/A filed with the SEC on May 30, 2025 (the “2025 Annual Report”).

OnCAUTIONARY ~~December~~STATEMENTS ~~12,~~REGARDING 2024, the Company entered into an Amended and Restated Share Purchase Agreement (the “Amended Agreement”) with Reed Societe Generale Group, a European investment firm focused on high impact and technologyFORWARD-~~enabled~~LOOKING infrastructure majority-owned by the bank Societe Generale. The Amended Agreement amends the original Share Purchase Agreement dated May 30, 2024 previously reported by the Company in a current report on Form 8-K filed on June 4, 2024. A joint entity, which under French Law is referred to as a simplified joint-stock company, was incorporated (“Infinite Loop Europe”), to be owned 90% by Reed Societe Generale Group and 10% by Loop, with the purpose of developing Infinite Loop™ manufacturing facilities in Europe. Pursuant to the Amended Agreement, the Company will enter into a Securityholders Agreement with Reed Circular Economy (“RCE”), an affiliate of Reed Societe Generale Group, to establish the framework for the governance, ownership, and operations of Infinite Loop Europe.STATEMENTS

OnThis ~~December~~Quarterly 23Report on Form 10-Q of Loop Industries, ~~2024~~Inc., a Nevada corporation (the “Company,” ~~received~~“Loop,” ~~total~~“we,” ~~cash~~or ~~proceeds~~“our”), contains “forward-looking statements” within the meaning of ~~$20.8~~Section ~~million~~27A of the Securities Act of 1933, as amended (~~€20.0~~the ~~million~~“Securities Act”), ~~upon~~Section ~~closing~~21E of the ~~financing~~Securities Exchange Act of 1934, as amended (the “Exchange Act”) and ~~licensing~~as ~~transactions~~defined ~~contemplated~~in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue,” or the ~~Amended~~negative ~~Agreement~~of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, ability to improve and expand our capabilities, competition, expected activities and expenditures as we pursue our business plan, the adequacy of our available cash resources, regulatory compliance, plans for future growth and future operations, the size of our addressable market, and market and industry trends. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Actual results may differ materially from the projections discussed in these forward-looking statements. The ~~Company~~economic ~~entered~~environment ~~into~~within awhich ~~license~~we ~~agreement~~operate could materially affect our actual results. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” Additional factors that could materially affect these forward-looking statements and/or projections include, among other things: (i) our ability to commercialize our technology and products, (ii) the status of our relationships with ~~RCE~~our partners, ~~acting~~(iii) ondevelopment ~~behalf~~and protection of ~~Infinite~~our ~~Loop~~intellectual ~~Europe~~property and products, ~~granting~~(iv) industry competition, (v) our need for and ability to obtain additional funding relative to our current and future financial commitments, (vi) our ability to continue as a ~~license~~going concern, (vii) engineering, contracting, and building our manufacturing facilities, (viii) our ability to ~~use~~scale, ~~Loop’s~~manufacture, ~~proprietary~~and ~~depolymerization~~sell our products and to license our technology ~~for~~in ~~one~~order ~~facility~~to ~~within~~generate ~~Europe.~~revenues, ~~Pursuant~~(ix) our proposed business model and our ability to execute it, (x) our ability to obtain the ~~terms~~necessary approvals or satisfy any closing conditions in respect of ~~the~~any ~~license~~of ~~agreement~~our proposed partnerships, (xi) our joint venture projects and our ability to recover certain expenditures in connection them, (xii) adverse effects on the Company's ~~received~~business anand ~~initial~~operations ~~upfront~~as ~~royalty~~a ~~payment~~result of ~~$10.4~~increased ~~million~~regulatory, ~~(€10.0~~media, ~~million~~or financial reporting scrutiny, practices, rumors, or otherwise, (xiii) public health issues, ~~with~~such ~~additional~~as ~~milestone-based~~disease ~~payments~~epidemics, ~~from~~which ~~Reed~~may ~~Societe~~lead ~~Generale~~to ~~Group~~reduced access to ~~follow.~~capital ~~Additionally~~markets, supply chain disruptions, and government-imposed business closures, (xiv) war, regional tensions, and economic or other conflicts including trade disputes and increasing protectionist measures that could impact market stability and our business; (xv) the ~~Company~~effect ~~issued~~of the continuing worldwide macroeconomic uncertainty and ~~sold~~its 1impacts,~~044~~ including inflation,~~430~~ ~~shares~~market volatility and fluctuations in foreign currency exchange and interest rates, (xvi) the outcome of ~~Series~~any BSEC ~~Convertible~~investigations ~~Preferred~~or ~~Stock~~class action litigation filed against us, (~~“Series~~xvii) Bour ~~CPS”~~ability to hire and/or retain qualified employees and consultants, (xviii) atother ~~$10.00~~events ~~per~~or ~~share~~circumstances toover ~~RCE~~which ~~for~~we ~~cash~~have ~~proceeds~~little ofor ~~$10.4~~no ~~million~~control, and (~~€10.0~~xix) ~~million~~other factors discussed in our subsequent filings with the Securities and Exchange Commission (the “SEC”).

7Management ~~Table~~has included projections and estimates in this Form 10-Q, which are based primarily on management's experience in the industry, assessments of ~~Contents~~our results of operations, discussions and negotiations with third parties, and a review of information filed by our competitors with the SEC or otherwise publicly available.

~~Key~~In ~~terms~~addition, ofstatements that “we believe” and similar statements reflect our beliefs and opinions on the ~~Series~~relevant Bsubject. ~~CPS~~These ~~include:~~statements are based upon information available to us as at the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely upon these statements.

·We ~~13%~~caution ~~PIK~~readers ~~dividend~~not ~~rate~~to ·place ~~5-year~~undue ~~term~~reliance ·on ~~Convertible~~any tosuch ~~Loop~~forward-looking ~~common~~statements, ~~stock~~which speak only as at $4the date made.75 ~~per~~Except ~~share~~as required by law, we disclaim any obligation subsequently to revise any forward-looking statements to reflect events or ~~redeemable~~circumstances inafter ~~cash~~the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We believe the licensing and financing transactions mark a pivotal step in Loop’s commercialization strategy, enabling the deployment of its patented recycling technology across Europe and supporting capital investment in cost-effective manufacturing regions, including its joint venture in India with strategic partner Ester. Proceeds from these transactions are being used to fund the India JV project and Loop’s operational cash flow needs. 3

We Table ~~further believe the sale~~ of ~~our first license underscores the commercial readiness of Loop’s technology, which has been validated by five years of operations at its Terrebonne facility.~~Contents

Under the agreed terms of the partnership with Reed Societe Generale Group, Loop retains the right to increase its equity stake in the European manufacturing facility, as well as potential future facilities, to a maximum of 50% for each facility. As the license is to build one Infinite Loop™ manufacturing facility in Europe, future facilities under this partnership would require the purchase of additional technology licenses from Loop.General

~~Loop~~As ~~and~~used ~~Reed Societe Generale Group are actively assessing opportunities for the first Infinite Loop™ facility~~ in ~~Europe.~~this ~~Current~~Quarterly ~~activities~~Report ~~include~~on ~~evaluating~~Form potential project locations, engaging with local and national governments to assess the availability of subsidies and incentives, and identifying potential strategic partners to support the execution of the project. In parallel, Loop is in the process of implementing a modular construction strategy, including the development of a standardized facility design and pre10-~~fabrication approach aimed at reducing construction costs and timelines~~Q, ~~with~~ the ~~objective~~following ofterms ~~improving~~are ~~scalability~~being ~~for~~provided ~~future~~so ~~projects~~investors ~~across~~can ~~Europe~~better ~~and~~understand ~~other~~our ~~regions with high construction costs.~~business:

~~Joint~~Depolymerization ~~Venture~~refers ~~with~~to ~~Ester~~the chemical process of breaking down a polymer molecule into its constituent monomers or smaller subunits. Depolymerization is the opposite of polymerization.

OnDMT ~~May~~is ~~1, 2024, Loop entered into~~ an ~~agreement~~acronym ~~with~~for ~~Ester,~~dimethyl ~~one of India’s leading manufacturers of polyester films and specialty polymers~~terephthalate, towhich ~~form~~is a ~~50/50~~monomer ~~India~~used ~~joint~~in ~~venture~~the ~~(“India~~production ~~JV”). The purpose~~ of ~~the~~polyethylene ~~India~~terephthalate ~~JV is to build and operate an Infinite Loop™ manufacturing facility in India which will produce 100% recycled Loop™~~ (“PET ~~resin~~”), ~~using~~as ~~the~~well ~~Infinite~~as ~~Loop™~~other Technology, in order to meet growing demand from leading global brands in different sectors, including strong demand for textile-to-textile polyester fiber to enable circular fashion for apparel brands, a trend we have observed and anticipate to continueproducts.

~~Loop~~MEG ~~and~~is ~~Ester~~an ~~have~~acronym afor ~~well-established~~monoethylene ~~working relationship~~glycol, ~~with~~which ~~Ester~~is ~~producing~~a ~~Loop™~~monomer ~~PET~~used ~~using~~in ~~monomers produced at Loop’s Terrebonne Facility for global brand companies over~~ the last five years. The India JV intends to leverage the complementary skill sets of each partner by combining Loop’s innovative technology and global customer relationships with Ester’s nearly 40 years of specialized polymer production, ~~operational proficiency, and local expertise, including sourcing~~ of PET, ~~plastic~~as ~~and~~well ~~polyester~~as ~~fiber~~other ~~waste feedstocks~~products. ~~The India facility will leverage the Infinite Loop™ Technology and existing engineering package which should accelerate the lead-time towards groundbreaking.~~

~~The~~Polymerization ~~planned~~refers ~~production~~to ~~capacity~~a process of ~~the~~reacting ~~Infinite~~monomer ~~Loop™~~molecules ~~India~~together ~~facility~~in isa ~~70,000~~chemical ~~tons~~reaction ~~per~~to ~~year~~form ofpolymer ~~Loop~~chains ~~branded~~or ~~PET~~three-dimensional ~~resin and polyester fiber~~networks.

WePET ~~believe~~is ~~the~~an ~~India~~acronym JVfor ~~offers~~polyethylene ~~attractive~~terephthalate, ~~projected~~which ~~economic~~is ~~returns~~a ~~without~~resin and a type of polyester showing excellent tensile and impact strength, chemical resistance, clarity, and processability, and reasonable thermal stability. PET is the ~~need~~material which is most commonly used for ~~substantial~~the ~~sustainability-linked~~production ~~premium~~of ~~pricing.~~polyester ~~Loop~~fiber and ~~Ester~~plastic ~~made~~packaging, ~~the~~including ~~decision~~plastic tobottles ~~incorporate~~for awater ~~continuous~~and ~~polymerization~~carbonated ~~line~~soft atdrinks, ~~the~~containers ~~Infinite~~for ~~Loop™~~food ~~India~~and ~~facility.~~other Byconsumer ~~integrating~~products; ~~polymerization~~it ~~assets~~is ~~within~~commonly identified by the ~~Infinite~~number ~~Loop™~~“1”, ~~India~~often ~~facility~~inside an image of a triangle, weon ~~expect~~the ~~improved~~packaging. ~~efficiency~~PET ~~and~~is ~~lower~~also ~~operating~~used ~~costs~~as ~~with~~a polyester fiber for a ~~minimal~~variety ~~impact~~of onapplications ~~overall~~including ~~project~~textiles, ~~cost~~clothing and apparel.

~~Loop and Ester anticipate that the total funding required for the India JV for the purposes of construction~~rPET, ~~development~~rDMT and ~~operationalization~~rMEG ~~of the project, including the initial working capital requirements, will be financed by a combination of debt and equity capital. Ester and Loop~~ are ~~each~~acronyms ~~contributing~~for ~~50%~~recycled ~~of the equity capital of the India JV. As of May 31~~PET, ~~2025,~~DMT ~~Loop~~ and ~~Ester had each made total equity contributions of $1~~MEG.~~9 million in cash to the India JV. The funds injected in the India JV are being used for preliminary project costs, which are mainly engineering fees.~~

8$ ~~Table~~refers ofto ~~Contents~~U.S. dollars unless otherwise indicated.

Subject to the terms of the relevant governing documents, Ester will be the exclusive producer of specialty polymers for the India JV, and Loop will be the exclusive seller and marketing agent of the India JV’s products. Ester and Loop are working in collaboration on all financing activities for the India JV pursuant to the terms of the agreement.Introduction

~~The~~Loop ~~India~~Industries JVis ~~will~~a ~~also~~technology ~~enter~~company ~~into~~whose ~~(i)~~mission ais ~~technology~~to ~~license~~accelerate ~~agreement~~the ~~with~~world's ~~Loop~~shift ~~(the~~toward “sustainable PET plastic and polyester fiber and away from our dependence on fossil fuels. Loop ~~Technology~~Industries ~~License~~owns ~~Agreement”),~~patented ~~(ii)~~and aproprietary ~~service~~technology ~~agreement~~that ~~with~~depolymerizes ~~Ester,~~no and ~~(iii)~~low-value awaste ~~sales~~PET plastic and ~~marketing~~polyester ~~agreement~~fiber, ~~with~~including ~~Loop~~plastic bottles, ~~each~~packaging, onand ~~terms~~textiles ~~mutually~~such ~~agreed~~as ~~upon~~carpets byand ~~the~~clothing, ~~parties~~into its base building block monomers, DMT and MEG. ~~Pursuant~~The monomers are separated, purified and polymerized to ~~the~~create virgin-quality Loop™ ~~Technology~~branded ~~License~~PET ~~Agreement,~~resin ~~the~~suitable ~~India~~for JVuse ~~will~~in befood-grade ~~granted~~packaging anand ~~exclusive~~polyester fiber, ~~subject~~thus enabling our customers to ~~certain~~meet ~~exceptions~~their sustainability objectives. Loop™ PET plastic and polyester fiber can be recycled infinitely without degradation of quality, ~~license~~helping to ~~exploit~~close the ~~Infinite~~plastic loop. Loop™ ~~Technology~~Industries inis ~~India~~committed atto contributing to the global movement towards a ~~royalty~~circular ~~rate~~economy ~~set~~by ~~forth~~reducing inplastic ~~the~~waste ~~Loop~~and ~~Technology~~recovering ~~License~~waste ~~Agreement~~plastic for a sustainable future.

Loop ~~has~~plans ~~entered~~to ~~into~~commercialize ~~an engineering services agreement with~~ the ~~India~~Infinite JVLoop™ totechnology ~~provide~~through ~~engineering~~a ~~services~~combination ~~and~~of ~~support~~direct ~~the~~investments ~~local~~with ~~engineering~~strategic ~~firm.~~partners ~~This~~to ~~has~~own ~~resulted~~and inoperate ~~Loop~~commercial ~~generating~~facilities ~~engineering~~and ~~services~~the ~~revenue~~licensing of ~~$0.2~~its ~~million in the quarter ended May 31, 2025~~technology.

~~The~~As ~~development of~~ the ~~Infinite~~initial ~~Loop™~~phase ~~India~~of ~~facility~~our ~~continues~~plan tofor ~~progress towards groundbreaking. Following~~ the ~~completion~~commercialization of afuture ~~detailed~~Infinite ~~land~~Loop™ ~~study~~manufacturing ~~by an external engineering firm~~facilities, ~~the~~we ~~India~~constructed JVand ~~partners~~ have ~~identified~~successfully ~~the~~operated ~~Gujarat~~our ~~province~~Terrebonne, ofQuébec ~~India~~depolymerization asproduction facility (the ~~optimal~~“Terrebonne ~~location~~Facility”) for the ~~facility~~past ~~based~~five ~~on several key requirements such as infrastructure~~years, ~~proximity~~demonstrating tothe aeffectiveness ~~seaport~~of ~~for~~our ~~exports,~~technology ~~renewable energy for a reduction in CO2 emissions~~ and ~~proximity~~supplying toLoop ~~waste~~ PET resin and polyester ~~feedstocks.~~fiber ~~Additionally,~~to ~~feedstock~~customers. ~~sourcing~~The ~~for the~~ facility, ~~of which there~~ is ~~abundant~~also ~~supply~~used ~~from~~for ~~textile~~research ~~waste~~and indevelopment ~~India, is well advanced~~activities. ~~Furthermore, ELITe has engaged a leading global advisory firm which has been retained to manage the debt syndication process to finance the construction of the Infinite Loop™ India facility.~~

~~Based~~Loop is currently executing on anits ~~engineering~~commercialization ~~study~~strategy ~~completed~~through bytwo akey ~~globally~~strategic ~~renowned~~partnerships. ~~engineering~~The ~~firm~~Company inis ~~May~~advancing ~~2025,~~towards the ~~estimated~~construction ~~total~~of ~~investment~~an ~~cost~~Infinite ~~for~~Loop™ ~~the~~manufacturing facility, ~~including~~in ~~continuous~~India ~~polymerization~~through its 50/50 joint venture in India with Ester Industries Ltd. (“Ester”). The facility's planned production capacity is 70,000 ~~financing~~tons ~~costs~~per ~~during~~year ~~construction~~of Loop branded PET resin and ~~initial~~polyester ~~working~~fiber. ~~capital~~In ~~requirements~~addition, isthe ~~expected~~Company sold its first technology license to beReed ~~approximately~~Management ~~$176~~SAS, ~~million.~~known ~~Groundbreaking~~as Reed Societe Generale Group, for ~~the~~one Infinite Loop™ ~~India~~manufacturing facility isin ~~now~~Europe ~~expected~~for an initial down payment of €10 million with additional milestone payments to ~~occur~~be inreceived by Loop as the ~~second~~project ~~half~~advances. ofInfinite ~~calendar~~Loop ~~2025~~Europe, an entity owned 10% by Loop and 90% by Reed Societe Generale Group, was formed with ~~commercial~~the ~~operations~~purpose ~~projected~~of developing Infinite Loop™ manufacturing facilities in Europe. These initiatives represent key steps in implementing the Company's plan to ~~commence~~deploy its proprietary depolymerization technology in ~~calendar~~global ~~2027~~markets.

~~Commercialization Strategy~~ 4

~~Our~~ Table ~~commercialization strategy to achieve global expansion~~ of ~~the Infinite Loop™ Technology is founded on a combination of direct investments with strategic partners to own and operate commercial facilities and the licensing of our technology.~~Contents

The global expansion plan for our technology will allow our target customers, mostly comprised of apparel companies and CPG companies, to integrate Loop™ PET resin and polyester fiber into their products and packaging. As countries around the globe continue to impose sustainability targets and recycled content mandates, we observe that companies are increasingly seeking to incorporate sustainably produced materials into their products. Our market strategy is to assist global consumer goods and apparel companies in meeting these requirements as well as their own stated sustainability commitments by offering co-branded packaging or polyester fibers that are made with Loop 100% recycled, virgin-quality PET. We believe that Loop™ recycled PET resin and polyester fiber could command premium pricing over virgin, petroleum-based PET resin and provide attractive economic returns.Background

~~The~~Industry ~~Infinite~~Background ~~Loop™ Technology is the key pillar of our commercialization strategy. We believe our technology is well positioned to respond to the global transition away from fossil fuels~~ and ~~petrochemicals~~Competitive and into the circular economy, where PET plastic and polyester fiber are produced by recycling waste polyester that would otherwise typically be destined for landfill or incineration, rather than relying on fossil-based resources.Landscape

WePET ~~have~~resin ~~completed~~is ~~our~~primarily ~~process~~derived ~~design~~from ~~package~~fossil ~~for~~fuel-based ~~the~~monomers ~~Infinite~~and ~~Loop™~~is ~~full-scale~~referred ~~manufacturing~~to ~~facilities~~as to“virgin bePET” when used asfor ~~the~~packaging ~~base~~and ~~engineering~~“virgin ~~platform~~polyester” ~~for~~when ~~all~~used ~~future~~for ~~facilities~~fibers. WePET ~~believe~~is ~~this~~widely ~~approach~~used ~~allows~~in ~~for quick execution~~packaging, ~~speed~~especially tofor ~~market,~~beverage bottles and ~~lends~~food ~~itself~~containers, ~~well~~due to ~~modular~~its ~~construction.~~excellent ~~The~~barrier ~~basic~~properties, ~~design~~durability, ~~package~~and ~~has~~food asafety ~~capacity~~profile. ofVirgin uppolyester tofiber ~~70,000~~is ~~tons~~also ofthe ~~rDMT~~dominant ~~and~~synthetic ~~23,000~~fiber ~~tons~~in ofthe ~~rMEG,~~textile ~~or 70~~industry,~~000~~ ~~tons~~valued offor ~~Loop~~its ~~PET~~strength, ~~and~~durability, ~~polyester~~wrinkle ~~fiber output per year~~resistance, ~~subject~~and toversatility ~~applicable~~in ~~site-specific permitting~~apparel, ~~site~~home furnishings, and ~~regulatory~~industrial ~~considerations~~applications.

9Despite ~~Table~~growing regulatory and consumer pressure for sustainable alternatives, most of ~~Contents~~the PET and polyester fiber used globally today is still comprised of fossil fuel-based monomers. In many applications, virgin material is still preferred or required, either alone or blended with recycled content, in order to meet quality specifications. As a result, the global markets for both PET packaging and polyester fiber remain heavily dependent on fossil fuels, underscoring the need for scalable, cost-effective recycling technologies that can produce high-quality PET and polyester fiber from waste plastic.

WeMechanical ~~are~~recycling ~~focused~~is onthe ~~direct~~most ~~investments~~common inmethod ~~Infinite~~for ~~Loop™~~recycling ~~commercial~~PET ~~facilities~~waste. ~~located~~This ~~in low~~multi-~~cost~~step ~~manufacturing~~physical ~~regions.~~process Bytransforms ~~strategically~~waste ~~selecting~~PET ~~cost-efficient~~into ~~locations,~~reusable wematerials. ~~aim~~The toprocess ~~optimize~~begins ~~production~~with ~~costs~~the collection of waste PET bottles and ~~improve~~packaging ~~overall~~through ~~financial~~various ~~performance~~systems, ~~while~~such ~~limiting~~as ~~our~~curbside ~~capital~~programs ~~contributions~~and deposit returns. The waste is sorted at materials recovery facilities to separate PET from other plastics or materials, then compressed into bales.

~~This~~The ~~direct~~bales ~~investment~~are ~~approach~~broken ~~also~~down ~~includes~~and ~~leveraging~~the ~~partnerships~~waste toPET ~~integrate~~shredded ~~Loop’s~~into ~~proprietary~~flakes ~~technology~~after removal of contaminants like stones, sand, metals, labels, and ~~sales~~bottle caps. These flakes undergo rigorous washing and ~~marketing~~cleaning ~~expertise~~stages, ~~with~~often ~~the~~using ~~operational~~hot water and ~~construction~~detergents, ~~capabilities~~to ofremove ~~experienced~~dirt, ~~partners~~adhesives, and residues. WeSeparation ~~believe~~techniques ~~this~~like ~~combination~~flotation ofand ~~complementary~~air ~~skill~~classification ~~sets~~are ~~allows~~then used to eliminate remaining impurities, and the flakes are dried. Next, the flakes may go through optical color sorting to produce rPET for ~~more~~higher ~~efficient~~value ~~project~~uses ~~execution~~such as clear beverage bottles. The cleaned flakes are then melted at high temperatures, ~~accelerated~~extruded, ~~market~~and ~~adoption~~cut into uniform pellets. For applications like food-grade packaging, the rPET pellets typically undergo further processing to ensure compliance with safety and ~~scalable~~quality ~~growth~~standards for direct food contact.

We ~~expect~~believe ~~that~~mechanically ~~revenue~~recycled ~~generation~~PET ~~from~~faces ~~direct~~significant ~~investments~~challenges in ~~commercial~~meeting ~~facilities~~the ~~will~~quality bespecifications ~~driven~~and byincreasing ~~two~~volume ~~key~~requirements ~~streams:~~driven ~~(i)~~by ~~profits~~brand ~~from~~commitments ~~the~~and ~~operation~~regulatory ofpressures. ~~commercial~~Impurities ~~facilities~~like labels, adhesives, and ~~(ii)~~other ~~royalties~~types ~~paid~~of toplastic ~~Loop~~contained ~~for~~in ~~licensing~~the ~~its~~waste ~~technology~~feedstock ~~and~~compromise ~~exclusive~~the ~~responsibility~~purity of ~~sales~~the rPET. While sorting and ~~marketing~~cleaning technologies help, they are not always effective enough to produce consistently high-quality recycled material. WeFeedstock ~~believe~~limitations ~~these~~also ~~income~~exist ~~sources~~because ~~will~~certain ~~support~~PET ~~long~~products, such as colored or multi-~~term~~layered ~~financial~~packaging, ~~sustainability~~are challenging to process mechanically while maintaining quality and ~~growth~~consistency, leading to them being sent to landfill or incineration.

~~This~~A ~~approach~~key ischallenge ~~currently~~in ~~being~~mechanical ~~deployed~~recycling ~~through~~is the ~~Company’~~degradation of PET's ~~50/50~~physical ~~joint~~properties ~~venture~~with ineach ~~India~~recycling ~~with~~cycle. ~~Ester~~Processes like shredding, ~~which~~washing, isand ~~advancing~~melting ~~towards~~can ~~the~~break ~~construction~~down ofpolymer anchains, ~~Infinite~~reducing ~~Loop™~~strength ~~manufacturing~~and ~~facility.~~clarity, ~~The~~often ~~facility’s~~leading ~~planned~~to ~~production~~“downcycling” ~~capacity~~where the rPET is ~~70,000~~limited ~~tons~~to ~~per~~lower-value ~~year~~applications ofrather ~~Loop~~than ~~branded~~being ~~PET~~recycled ~~resin~~back ~~and~~into ~~polyester~~bottles ~~fiber~~or food packaging. ~~The~~Due ~~India~~to JVthe ~~intends~~progressive todegradation ~~leverage~~of ~~the~~material ~~complementary~~properties ~~skill~~and ~~sets~~the accumulation of ~~each~~impurities, ~~partner~~PET bycan ~~combining~~typically ~~Loop’s~~only ~~innovative~~be ~~technology~~mechanically ~~and~~recycled ~~global~~a ~~customer~~limited ~~relationships~~number ~~with~~of ~~Ester’s~~times ~~nearly~~before 40its ~~years~~quality ofis ~~specialized~~too ~~polymer~~poor ~~production,~~for ~~operational~~further ~~proficiency,~~processing ~~and~~or ~~local~~valuable ~~expertise,~~applications. ~~including~~The ~~sourcing~~quality of mechanically recycled PET ~~plastic~~can vary considerably and ~~polyester~~often ~~fiber~~require ~~waste~~blending ~~feedstocks.~~with ~~Loop~~virgin ~~will~~PET ~~grant~~to ameet ~~royalty-bearing~~performance ~~license~~standards. toThis ~~the~~inconsistency ~~India~~poses JVdifficulties ~~and~~for ~~will~~manufacturers beaiming ~~the~~to ~~exclusive~~incorporate ~~seller~~rPET ~~and~~into ~~marketing~~products, ~~agent~~particularly offor ~~the~~demanding ~~India~~applications ~~JV’s~~like ~~products~~food packaging.

WeMechanical ~~also~~recycling ~~aim~~does tonot ~~accelerate~~effectively ~~the~~handle ~~roll-out~~polyester offiber ~~the~~waste. ~~Infinite~~A ~~Loop™~~substantial ~~technology~~portion ~~through~~of ~~the~~polyester ~~sale~~fiber waste consists of ~~technology~~polyester ~~licenses~~blended ~~for~~with ~~commercial~~other ~~facilities~~fibers inlike cotton or spandex, which ~~Loop~~mechanical ~~may~~processes ~~take~~are ~~limited~~largely orineffective noat ~~ownership~~separating. WeAdditionally, ~~expect~~waste ~~licensee-owned~~polyester ~~facilities~~fiber tooften ~~allow~~contains usdyes, tofinishes, ~~scale~~and ~~our~~other ~~technology~~chemicals ~~efficiently~~that cannot be removed through mechanical recycling. Today, ~~without~~most ~~requiring~~recycled ~~significant~~polyester ~~capital~~on ~~investment~~the market is produced from ~~Loop~~recycled PET bottles and packaging. ~~Revenue~~A ~~generation~~significant ~~through~~portion ~~technology~~of ~~licensing~~PET bottles collected for recycling is ~~expected~~diverted tointo ~~come~~polyester ~~from~~fiber aproduction ~~combination~~for oftextile ~~up-front~~applications, ~~and~~rather ~~recurring~~than ~~royalties~~being recycled back into new bottles.

This approach focused on licensing is currently being deployed in our European partnership with Reed Societe Generale Group. The Company sold its first technology license to Reed Societe Generale Group for one Infinite Loop™ manufacturing facility in Europe for an initial down payment of €10.0 million with additional milestone payments to be received by Loop as the project advances. Infinite Loop Europe was formed with the purpose of developing Infinite Loop™ manufacturing facilities in Europe to be owned 10% by Loop and 90% by Reed Societe Generale Group. 5

~~Additionally,~~ Table ~~we aim to generate income by providing engineering services throughout all phases~~ of project development, construction, and startup for all Infinite Loop™ commercial facilities, supporting efficient project execution and creating a steady revenue stream prior to the startup of the facility.Contents

~~Loop~~We ~~has~~believe ~~entered~~these ~~into~~inherent anlimitations ~~engineering~~of ~~services~~mechanical ~~agreement~~recycling ~~with~~further re-enforce the ~~India~~need JVfor todepolymerization ~~provide~~technologies ~~engineering~~capable ~~services~~of ~~and~~processing ~~support~~a ~~the~~wider ~~completion~~range of ~~the~~PET ~~engineering~~and ~~for~~polyester ~~the~~fiber ~~planned~~waste ~~Infinite~~while ~~Loop™~~yielding ~~manufacturing~~high-quality ~~facility~~material. Depolymerization is a process in ~~India.~~which ~~This~~plastics ~~has~~are ~~resulted~~broken indown ~~Loop~~into ~~generating~~their ~~engineering~~base ~~services~~monomers ~~revenue~~through ofchemical ~~$0.2~~reactions, ~~million~~rather inthan ~~the~~being ~~quarter~~physically ~~ended~~melted ~~May~~down ~~31,~~and ~~2025.~~reprocessed as in mechanical recycling.

WeAmong ~~are~~existing ~~also~~depolymerization intechnologies, ~~the~~we believe that Loop's process ofoffers ~~implementing~~advantages ain ~~modular~~handling ~~construction~~more ~~strategy,~~contaminated infeedstock ~~order~~and toin ~~reduce~~its ~~overall~~scalability, ~~capital~~which ~~expenditures~~differentiates ~~and~~it ~~operating~~from ~~expenses,~~other ~~while~~available ~~improving~~methods. ~~project~~This ~~timelines~~belief ~~and~~is ~~ensuring~~supported ~~standardized~~by ~~design~~available ~~and~~technical ~~quality,~~information and ~~providing~~due adiligence ~~scalable~~on ~~solution~~Loop's ~~for~~technology ~~global~~carried ~~expansion.~~out ~~This~~by ~~strategy~~multiple ~~envisages~~industry ~~that~~sources. weTo ~~would~~our ~~manufacture~~knowledge, ~~plant~~other ~~modules~~existing indepolymerization atechnologies ~~low-cost~~often ~~country~~require tohigh betemperatures ~~transported~~ and ~~assembled~~pressures, onresulting ~~site~~in atsubstantial ~~global~~energy ~~locations,~~consumption and ~~would~~potential ~~potentially~~unwanted ~~provide~~chemical anreactions ~~additional~~which ~~income~~can ~~stream~~reduce ~~alongside~~the ~~returns~~yield ~~from~~and ~~owned~~purity ~~facilities~~of ~~and~~the ~~royalties~~recovered monomers.

~~The~~Infinite ~~Company’s~~Loop™ ability to move to the next stage of its strategic development, including the construction of manufacturing plants and the commercialization of its technology and products at scale, is dependent on, among other factors, its ability to obtain the necessary financing through a combination of the issuance of equity, project debt, and/or government incentive programs.Technology

~~Recent~~Our ~~Development~~depolymerization –technology ~~ATM~~breaks ~~Offering~~down waste PET and polyester fiber into its base monomers DMT and MEG. The monomers are purified and then recombined into virgin quality PET resin suitable for use in food-grade packaging and polyester fiber made from 100% recycled content. Our depolymerization operates at low temperature with no added pressure which enables a wider range of PET and polyester fiber to be recycled. Our technology can recycle a wide range of waste PET plastic bottles and packaging of any color, transparency or condition, as well as polyester textiles such as carpet and clothing that contain dyes, additives, or other textiles blended into the fabrics. We believe that our ability to use contaminated feedstocks that other recycling methods cannot process is an important advantage of our technology.

OnLoop's ~~July~~depolymerization 3,technology ~~2025,~~has ~~we entered into an At~~ the ~~Market~~potential ~~Offering~~to ~~Agreement~~create ~~(the~~a ~~“Sales~~closed-loop ~~Agreement”)~~system ~~with~~for ~~Roth~~PET ~~Capital~~plastic ~~Partners,~~and ~~LLC~~polyester ~~(“Sales~~fiber ~~Agent”)~~waste, ~~under~~whereby ~~which~~they wecan ~~may~~be ~~offer~~recycled ~~and~~an ~~sell~~infinite ~~shares~~number of ~~our~~times ~~common~~without ~~stock~~degrading ~~having~~the anquality ~~aggregate offering price~~ of ~~up to $15 million from time to time through or to~~ the ~~Sales Agent~~material, ~~acting~~unlike asmechanical ~~our sales agent or principal (the “ATM”)~~recycling. WeThis ~~are~~is ~~not~~because ~~obligated to make any sales of shares under~~ the ~~Sales~~DMT ~~Agreement~~ and weMEG ~~may~~monomers ~~not~~are ~~sell~~purified ~~any~~back ~~shares~~to ~~under~~their ~~the~~original ~~Sales~~state ~~Agreement,~~prior ~~or if we do, as~~ to ~~the~~being ~~price or amount of shares that we will sell, or the date on which any such sales will take place~~repolymerized.

~~Human~~The ~~Capital~~Infinite Loop™ Technology is also designed to provide a solution for recycling polyester textile waste, regardless of color or contamination, into 100% recycled virgin-quality polyester. Loop branded polyester fiber can be seamlessly integrated into existing supply chains and manufacturing processes. This closed-loop approach aims to offer a sustainable alternative for the textile industry, addressing the growing issue of textile waste while maintaining high quality and performance.

AsLoop ofhas ~~May~~been ~~31,~~operating ~~2025,~~its weTerrebonne ~~had~~Facility 44for ~~employees~~the ofpast ~~which~~five 18years ~~work~~producing inDMT ~~research~~ and ~~development~~MEG. The facility has been achieving consistent monomer recovery, 17demonstrating inthe ~~engineering~~effectiveness of our technology and ~~operations,~~supplying customers with virgin quality PET resin for packaging and 9polyester infiber ~~administrative~~for ~~functions~~textiles.

10Agreements ~~Table~~with ofReed ~~Contents~~Societe Generale Group

~~Results~~On December 12, 2024, the Company entered into an Amended and Restated Share Purchase Agreement (the “Amended Agreement”) with Reed Management SAS (“Reed”), a European investment firm focused on high impact and technology-enabled infrastructure majority-owned by the bank Societe Generale. The Amended Agreement amends the original Share Purchase Agreement dated May 30, 2024 previously reported by the Company in a current report on Form 8-K filed on June 4, 2024. To facilitate the closing of ~~Operations~~the transactions contemplated by the Amended Agreement and to develop Infinite Loop™ manufacturing facilities in Europe, a simplified joint-stock company has been incorporated under French law (“Infinite Loop Europe”), owned 90% by Reed Circular Economy (“RCE”), an affiliate of Reed and 10% by Loop.

~~All~~On ~~monetary~~December ~~amounts~~23, ~~are~~2024, inthe ~~thousands~~Company closed the financing and licensing transactions contemplated by the Amended Agreement. The Company issued and sold 1,044,430 shares of USeries B Convertible Preferred Stock at $10.S00 per share to RCE. ~~dollars~~Additionally, ~~unless~~the ~~otherwise~~Company ~~specified~~entered into a License Agreement with RCE, acting on behalf of Infinite Loop Europe, granting a non-transferable, royalty-bearing license to use Loop's proprietary depolymerization technology for one facility within Europe.

The ~~following~~Company ~~table~~received ~~summarizes~~total ~~our~~cash ~~operating~~proceeds ~~results~~of ~~for~~$20,790 ~~the three-month periods ended May 31~~(€20,000) ~~2025~~on ~~and~~December ~~2024~~23, ~~in thousands of U~~2024.~~S. Dollars.~~

	Three months ended May 31,
	2025			2024			Changefavorable / (unfavorable)
Revenues	$	252		$	6		$	246
Expenses
Research and development
Employee compensation		702			1,015			313
Stock-based compensation		312			129			(183	)
External engineering		5			628			623
Plant and laboratory operating expenses		231			270			39
Other		124			195			71
Total research and development		1,374			2,237			863
General and administrative
Employee compensation		569			635			66
Stock-based compensation		63			241			178
Professional fees		361			1,255			894
Insurance		453			492			39
Other		203			288			85
Total general and administrative		1,649			2,911			1,262
Loss on equity accounted investment		302			-			(302	)
Depreciation and amortization		100			137			37
Interest and other financial expenses (income)		419			60			(359	)
Interest income		(100	)		(126	)		(26	)
Foreign exchange gain		(45	)		(24	)		21
Total expenses		3,699			5,195			1,496
Net loss	$	(3,447	)	$	(5,189	)	$	1,742

Key terms of the Series B Convertible Preferred Stock include:

~~First~~● ~~Quarter~~13% ~~Ended~~PIK ~~May~~dividend ~~31,~~rate ~~2025~~● 5-year term ● Convertible to Loop common stock at $4.75 per share or redeemable in cash

~~Revenues~~We believe the licensing and financing transactions mark a pivotal step in Loop's commercialization strategy, enabling the deployment of its patented recycling technology across Europe and supporting capital investment in cost-effective manufacturing regions, including its joint venture in India with strategic partner Ester. Proceeds from these transactions are being used to fund the India JV project and Loop's operational cash flow needs.

~~Revenues~~We ~~for~~further ~~the~~believe ~~three-month period ended May 31, 2025 increased $246 to $252, as compared to $6 for~~ the ~~same~~sale ~~period~~of inour ~~2024.~~first ~~The~~license ~~revenues~~underscores ~~for~~ the ~~three-month~~commercial ~~period~~readiness ~~ended~~of ~~May~~Loop's 31technology, ~~2025~~which ~~resulted~~has ~~from~~been ~~$244~~validated inby ~~engineering~~five ~~fees~~years ~~and $8 from sales~~ of ~~Loop™~~operations ~~PET resin produced using monomers manufactured~~ at ~~the~~its Terrebonne ~~Facility~~facility. ~~The revenues of $6 for the three-month period ended May 31, 2024 resulted from sales of Loop™ PET resin.~~

~~Research~~On September 23, 2025, Loop entered into a Securityholders Agreement with RCE to establish the framework for the governance, ownership, and ~~Development~~operations of the European joint venture, Infinite Loop Europe SAS (the "Europe JV"). Under this agreement, RCE and Loop hold their interests in the Europe JV on a 90/10 basis to pursue the non-exclusive development, financing, construction, ownership, operation, and commercialization of chemical upcycling plants and related products using Loop's technology within Europe. The Securityholders Agreement provides the Europe JV with priority rights to evaluate European project opportunities, establishes financing arrangements between the shareholders, grants Loop options to participate in project equity, and confirms that Loop retains ownership of its intellectual property while granting the Europe JV limited use rights.

~~Research~~The ~~and~~Europe ~~development~~JV ~~expense~~is ~~for~~managed ~~the~~by ~~three-month~~a ~~period~~CEO ~~ended~~proposed ~~May~~by 31RCE, ~~2025~~with ~~decreased~~governance ~~$863~~provided toby ~~$1,374,~~a asfour-member ~~compared~~Board of Directors where Loop is entitled to ~~$2,237~~nominate ~~for~~one ~~the~~director ~~same~~and ~~period~~RCE innominates ~~2024~~the remainder. ~~The~~Certain ~~decrease~~transactions ~~was~~that ~~primarily~~could ~~attributable~~risk todisclosure aof ~~$623~~Loop's ~~decrease~~technology inand ~~external~~certain ~~engineering~~related ~~expenses~~party ~~for~~transactions ~~design~~require ~~work~~unanimous ~~for~~Board ~~our~~approval. ~~Infinite~~RCE ~~Loop™~~has ~~manufacturing~~provided ~~process,~~the ~~and~~Europe JV with a ~~$313~~€10 ~~decrease~~million inshareholder ~~employee~~loan ~~compensation~~to ~~expenses,~~fund ~~partially~~the ~~offset~~first byroyalty atranche ~~$183~~under ~~increase~~the inLicense ~~stock~~Agreement, with the loan accruing payment-~~based~~in-kind ~~compensation~~interest ~~expenses~~at 11.9% per annum and maturing on December 27, 2027.

11Loop ~~Table~~and RCE are actively assessing opportunities for the first Infinite Loop™ facility in Europe. Current activities include evaluating potential project locations, engaging with local and national governments to assess the availability of ~~Contents~~subsidies and incentives, and identifying potential strategic partners to support the execution of the project.

~~General and administrative expenses~~ 6

~~General~~ Table and administrative expenses for the three-month period ended May 31, 2025 decreased $1,262 to $1,649, as compared to $2,911 for the same period in 2024. The decrease was primarily attributable to a $894 decrease in professional fees, which was mainly attributable to legal costs related to our partnerships with Reed Societe Generale Group and Ester incurred in the three-month period ended May 31, 2024, a $178 decrease in stock-based compensation expense mainly due to $(268) of ~~forfeitures recorded in the three-month period ended May 31, 2025, and a decrease of $66 in employee compensation expenses.~~Contents

~~Loss~~Joint onVenture ~~equity~~with ~~accounted investment~~Ester

~~Loss~~On onMay ~~equity~~1, ~~accounted~~2024, ~~investment~~Loop ~~increased~~entered byinto ~~$302~~an ~~for~~agreement ~~the~~with ~~three-month~~Ester, ~~period~~one ~~ended~~of ~~May~~India's ~~31,~~leading ~~2025.~~manufacturers ~~This~~of ~~loss~~polyester ~~relates~~films and specialty polymers, to ~~the~~form ~~Company’s~~a 50%/50 ~~portion~~India ofjoint ~~the~~venture ~~loss~~(“India ~~incurred~~JV”). byThe purpose of the India JV ~~for~~is ~~the~~to ~~three-month~~build ~~period~~and ~~ended~~operate ~~May~~an ~~31,~~Infinite ~~2025,~~Loop™ ~~during~~manufacturing ~~which~~facility ~~the~~in India JVwhich ~~incurred~~will ~~preliminary~~produce ~~project~~100% ~~costs~~recycled ~~for~~Loop™ ~~the~~PET ~~planned~~resin, using the Infinite Loop™ ~~facility~~Technology, in ~~India~~order to meet growing demand from leading global brands in different sectors, ~~which~~including ~~are~~strong ~~mainly~~demand ~~engineering~~for ~~fees~~textile-to-textile polyester fiber to enable circular fashion for apparel brands, a trend we have observed and anticipate to continue.

~~Interest~~Loop and ~~other~~Ester ~~financial~~have ~~expenses~~a well-established working relationship, with Ester producing Loop™ PET using monomers produced at Loop's Terrebonne Facility for global brand companies over the last five years. The India JV intends to leverage the complementary skill sets of each partner by combining Loop's innovative technology and global customer relationships with Ester's nearly 40 years of specialized polymer production, operational proficiency, and local expertise, including sourcing of PET plastic and polyester fiber waste feedstocks. The India facility will leverage the Infinite Loop™ Technology and existing engineering package which should accelerate the lead-time towards groundbreaking.

~~Interest~~The ~~and~~planned ~~other~~production ~~financial~~capacity ~~expenses~~of ~~increased by $359 for~~ the ~~three-month~~Infinite ~~period~~Loop™ ~~ended~~India ~~May~~facility ~~31, 2025. This increase~~ is ~~mainly~~70,000 ~~attributable~~tons toper ~~the~~year ~~accrued~~of ~~PIK~~Loop ~~dividend~~branded onPET ~~the~~resin ~~Series~~and Bpolyester ~~Convertible Preferred Stock issued to RCE recorded as an interest expense for $340 in the three-month period ended May 31, 2025 (2024 – nil)~~fiber.

~~Net~~We ~~Loss~~believe the India JV offers attractive projected economic returns without the need for substantial sustainability-linked premium pricing. Loop and Ester made the decision to incorporate a continuous polymerization line at the Infinite Loop™ India facility. By integrating polymerization assets within the Infinite Loop™ India facility, we expect improved efficiency and lower operating costs with a minimal impact on overall project cost.

~~The~~Loop ~~net~~and ~~loss~~Ester ~~for~~anticipate that the ~~three-month~~total ~~period~~funding ~~ended~~required ~~May~~for ~~31,~~the ~~2025~~India ~~decreased~~JV ~~$1,742~~for tothe $3purposes of construction,~~447,~~ asdevelopment ~~compared~~and tooperationalization $5of the project,~~189~~ ~~for~~including the ~~same~~initial ~~period~~working incapital ~~2024. This~~requirements, ~~decrease~~will ~~was~~be ~~primarily~~financed ~~due~~by toa ~~the~~combination ~~decrease~~ of ~~$1,262~~debt inand ~~general~~equity capital. Ester and ~~administrative~~Loop ~~expenses~~are ~~and~~each contributing 50% of the ~~decrease~~equity capital of ~~$863~~the inIndia ~~research~~JV. ~~and~~As ~~development~~of ~~expenses~~August 31, ~~which~~2025, ~~were~~Loop ~~partially~~and ~~offset~~Ester byhad ~~the~~each made total equity contributions of $~~359~~1.9 ~~increase~~million in ~~interest~~cash ~~and~~to ~~other~~the ~~financial~~India ~~expenses~~JV. ~~and~~The funds injected in the ~~increase~~India ofJV ~~$302~~are inbeing ~~loss~~used onfor ~~equity~~preliminary ~~accounted~~project ~~investment~~costs, which are mainly engineering fees.

~~LIQUIDITY~~Subject ~~AND~~to ~~CAPITAL~~the ~~RESOURCES~~terms of the relevant governing documents, Ester will be the exclusive producer of specialty polymers for the India JV, and Loop will be the exclusive seller and marketing agent of the India JV's products. Ester and Loop are working in collaboration on all financing activities for the India JV pursuant to the terms of the agreement.

~~All~~The ~~monetary~~India ~~amounts~~JV ~~are~~will inalso ~~thousands~~enter ofinto U(i) a technology license agreement with Loop (the “Loop Technology License Agreement”), (ii) a service agreement with Ester, and (iii) a sales and marketing agreement with Loop, each on terms mutually agreed upon by the parties.S. ~~dollars~~Pursuant ~~unless~~to ~~otherwise~~the ~~specified~~Loop Technology License Agreement, the India JV will be granted an exclusive, subject to certain exceptions, license to exploit the Infinite Loop™ Technology in India at a royalty rate set forth in the Loop Technology License Agreement.

~~Since~~Loop ~~its~~has ~~inception,~~entered ~~the~~into ~~Company~~an ~~has~~engineering ~~been~~services inagreement with the ~~pre-commercialization~~India ~~stage~~JV ~~with~~to ~~its~~provide ~~ongoing~~engineering ~~operations~~services and ~~commercialization~~support ~~plans~~the ~~financed~~local ~~primarily~~engineering byfirm. ~~raising~~This ~~equity.~~has ~~The~~resulted ~~Company~~in ~~has~~Loop ~~incurred~~generating ~~net~~engineering ~~losses~~services ~~and~~revenue ~~negative~~of ~~cash~~$0.2 ~~flow~~million ~~from~~in ~~operating~~the ~~and~~six-month ~~investing~~period ~~activities~~ended ~~since~~August ~~its~~31, ~~inception~~2025. On ~~and~~June ~~expects~~22, to2025, ~~incur~~Loop ~~additional~~executed ~~net~~a ~~losses~~$1.5 ~~while~~million itengineering ~~continues~~services agreement with the India JV to ~~advance~~support ~~its~~it ~~commercialization~~through ~~efforts.~~construction Asas atit ~~May~~moves ~~31,~~towards ~~2025,~~breaking ground on the ~~Company~~Infinite ~~had~~Loop™ ~~cash~~India ~~and~~facility. ~~cash~~This ~~equivalents~~new ofengineering ~~$9,748.~~services ~~Our~~agreement ~~liquidity~~builds ~~position~~on isthe ~~subject~~initial toengineering ~~risks~~services ~~and~~agreement ~~uncertainties,~~with ~~including~~the ~~those~~India ~~discussed~~JV ~~under~~which ~~“Cautionary~~was ~~Statements~~fulfilled ~~Regarding~~over ~~Forward-Looking~~Q4 ~~Statements”~~of infiscal ~~this~~2025 ~~Quarterly~~and ~~Report~~Q1 onof ~~Form~~fiscal ~~10-Q~~2026, ~~and~~underscoring the ~~Risk~~role ~~Factors~~of ~~section~~engineering ~~included~~services in ~~Part~~Loop's I,commercialization ~~Item~~strategy 1Aas ofan ~~our~~important ~~2025~~and ~~Annual~~growing ~~Report~~source of revenue.

~~Management~~The ~~continuously~~development ~~monitors~~of the ~~Company’s~~Infinite ~~cash~~Loop™ ~~resources~~India ~~against~~facility ~~its~~continues ~~short-term cash commitments~~ to ~~ensure~~progress ~~there~~towards ~~is sufficient liquidity to fund its costs for at least twelve months from the financial statements issuance date~~groundbreaking. ItFollowing ~~evaluates~~ the ~~Company’s~~completion ~~liquidity~~of toa ~~determine~~detailed ifland ~~there~~study isby ~~substantial~~an ~~doubt~~external ~~about~~engineering ~~its~~firm, ~~ability~~the toIndia ~~continue~~JV aspartners ahave ~~going~~identified ~~concern.~~the Instate ~~preparing~~of ~~this liquidity assessment~~Gujarat, ~~management~~India's ~~applies~~synthetic ~~significant~~textile ~~judgment~~capital as inthe ~~estimating~~optimal ~~future~~location ~~cash~~for ~~flow requirements of~~ the ~~Company~~facility based on ~~budgets~~several ~~and~~key ~~forecasts,~~requirements ~~which~~such ~~includes~~as ~~developing~~infrastructure, ~~assumptions~~proximity ~~related~~ to: ~~(i)~~a ~~the~~seaport ~~estimation~~for ~~of amount and timing of future cash outflows and inflows~~exports, ~~and~~renewable ~~(ii)~~energy ~~determining~~for ~~what~~a ~~future~~reduction ~~expenditures~~in ~~are~~CO₂ emissions ~~committed~~ and ~~what~~proximity ~~could be considered discretionary. Based on this assessment, management believes that current available liquidity will be sufficient~~ to ~~meet~~waste ~~the~~PET ~~Company’s obligations, commitments~~ and ~~budgeted~~polyester ~~expenditures for at least twelve months from the issuance date of the unaudited interim condensed consolidated financial statements~~feedstocks.

12On ~~Table~~August 13, 2025, the India JV executed an agreement with a group of ~~Contents~~sellers for the acquisition of approximately 93 acres in Gujarat, India, for total consideration of 9,072,000 Indian rupees (approximately US $103,720) per acre. The sellers are obligated to consolidate the parcels, deliver marketable title with requisite governmental approvals, and construct bituminous access road infrastructure, with completion required within five months of execution, subject to extension at India JV's sole discretion. The purchase price is payable through advance payments secured by equitable mortgages over designated parcels, with remaining consideration due upon title transfer. The agreement incorporates customary representations, warranties, and covenants, together with termination provisions permitting India JV to reject non-compliant parcels or terminate for material breach, including failure to deliver contiguous parcels, with full restitution of payments made.

~~The~~Strategically ~~Company’s~~located ~~ability~~within ~~to move to~~ the ~~next~~Petroleum, ~~stage~~Chemicals ~~of its strategic development~~ and ~~construct~~Petrochemicals ~~manufacturing~~Investment ~~facilities~~Region ~~is dependent on~~(PCPIR), ~~among~~the ~~other~~site ~~factors,~~offers ~~whether~~direct ~~the~~access ~~Company~~to ~~can~~abundant ~~obtain~~polyester ~~the~~textile ~~necessary~~waste ~~financing~~feedstock, ~~through~~ a ~~combination~~skilled ofpetrochemical ~~further technology licensing arrangements~~workforce, ~~government incentive programs,~~ and~~/or~~ ~~the~~a ~~issuance~~streamlined ofpermitting ~~debt and/or equity~~process. InIts ~~particular,~~proximity ~~the Company will require capital sufficient~~ to ~~fund~~a ~~its~~deep-water ~~equity~~seaport ~~contributions~~will tofurther ~~the~~support ~~India~~cost-efficient JVexports ~~for the construction~~ of the ~~planned Infinite Loop™ facility in~~ India, ~~as well as its ongoing cash requirements. The Company~~JV’s ~~financing requirements may potentially be reduced depending on the timing of anticipated revenues from engineering services for the European partnership with Reed Societe Generale Group~~products.

~~There~~Feedstock issourcing nofor ~~assurance that~~ the ~~Company~~facility, ~~will~~of bewhich ~~successful~~there inis ~~attracting~~abundant ~~additional~~supply ~~funding.~~from ~~Even~~textile ifwaste ~~additional~~in ~~financing~~India, is ~~available,~~well itadvanced. ~~may~~Furthermore, ~~not~~the beIndia ~~available~~JV onhas ~~terms~~engaged ~~favorable~~a toleading ~~the~~global ~~Company.~~advisory ~~Failure~~firm to ~~secure~~manage ~~additional~~the ~~financing~~debt onsyndication ~~favorable~~process ~~terms~~for financing the ~~when~~construction itof ~~becomes required would have an adverse effect on~~ the ~~Company’s~~Infinite ~~financial~~Loop™ ~~position~~India ~~and on its ability to execute its business plan~~facility.

~~Sale~~Based on an engineering study completed by an engineering firm in May 2025, the estimated total investment cost for the facility, including continuous polymerization, financing costs during construction and ~~issuance~~initial working capital requirements, is expected to be approximately $176 million. Groundbreaking for the Infinite Loop™ India facility is now expected to occur by end of ~~Series~~fiscal Byear 2026, ~~CPS~~with commercial operations projected to commence in calendar 2027.

On December 23, 2024 (the “Issuance Date”), the Company issued and sold 1,044,430 shares of Series B CPS at $10.00 per share to Reed Circular Economy (the “Holder”), an affiliate of Reed Societe Generale Group, for cash proceeds of $10,395 (€10,000). The main features of the Series B CPS are as follows: 7

· Table ~~Automatic conversion~~ of the stated value ($10,395 on the Issuance Date) on the fifth anniversary of the Issuance Date into shares of the Company’s common stock at a conversion price of $4.75 per share; · Accrues a cumulative fixed annual PIK dividend at a rate of 13% of the stated value, which is added to the stated value of the Series B CPS on September 30 of each year; · Redeemable in cash at any time, starting after the third anniversary of the Issuance Date by the Company (issuer call option); · Redeemable in cash on the fifth anniversary of the Issuance Date at the option of the Holder (put feature); and · Voting rights equal to the number of whole shares of the Company’s common stock (rounded to the nearest whole share) into which the stated value of Series B CPS would be convertible on a given date; and separate class voting rights on certain matters such as amendments to the Certificate of Designation or Articles of Incorporation that adversely affect the rights of the Series B CPS, as long as at least 50,000 shares of Series B CPS are outstanding.Contents

~~The~~Commercialization ~~foregoing~~Strategy summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2025.

~~Investissement~~Our ~~Québec~~commercialization ~~financing~~strategy ~~facility~~to achieve global expansion of the Infinite Loop™ Technology is founded on a combination of direct investments with strategic partners to own and operate commercial facilities and the licensing of our technology.

WeThe ~~have~~global aexpansion ~~long-term~~plan ~~debt~~for ~~obligation~~our totechnology ~~Investissement~~will ~~Québec~~allow inour ~~connection~~target ~~with~~customers, amostly ~~financing~~comprised ~~facility~~of ~~(the~~apparel ~~“Financing~~companies ~~Facility”)~~and ~~for~~CPG ~~the~~companies, ~~expansion~~to ofintegrate ~~the~~Loop™ ~~Terrebonne~~PET ~~Facility~~resin upand topolyester afiber ~~maximum~~into oftheir ~~$3,344.~~products Weand ~~received~~packaging. ~~the~~As ~~first~~countries ~~disbursement~~around in the ~~amount~~globe ofcontinue ~~$1,606~~to onimpose ~~February~~sustainability ~~21,~~targets ~~2020~~ and ~~the~~recycled ~~second~~content ~~disbursement in the amount of $1~~mandates,~~738~~ onwe ~~August~~observe ~~26,~~that ~~2021.~~companies ~~The~~are ~~loan~~increasingly ~~can~~seeking beto ~~repaid~~incorporate atsustainably ~~any~~produced ~~time~~materials byinto ustheir ~~without penalty~~products. ~~The~~Our ~~loan’s~~market ~~interest~~strategy ~~rate~~is ~~was~~to ~~initially~~assist ~~set~~global atconsumer ~~2.36%~~goods and ~~there~~apparel ~~was~~companies ain ~~36-month~~meeting ~~moratorium~~these onrequirements ~~both~~as ~~capital~~well ~~and interest repayments~~ as oftheir ~~the~~own ~~first~~stated ~~disbursement~~sustainability ~~date.~~commitments ~~Under~~by ~~the~~offering ~~original~~co-branded ~~terms~~packaging ofor ~~the~~polyester ~~Financing~~fibers ~~Facility,~~that atare ~~the~~made ~~end~~with ofLoop ~~the~~100% 36recycled, virgin-~~month~~quality ~~moratorium,~~PET. ~~capital~~We ~~and~~believe ~~interest~~that ~~was~~Loop™ ~~repayable~~recycled inPET 84resin ~~monthly~~and ~~installments.~~polyester ~~There~~fiber iscould nocommand ~~remaining~~premium ~~amount~~pricing ~~available~~over ~~under~~virgin, ~~the~~petroleum-based ~~Financing~~PET ~~Facility~~resin ~~after~~and ~~the~~provide ~~second~~attractive ~~disbursement~~economic returns.

OnThe ~~November~~Infinite ~~21,~~Loop™ ~~2022,~~Technology is the ~~Company~~key ~~and~~pillar ~~Investissement~~of ~~Québec~~our ~~entered~~commercialization ~~into~~strategy. anWe ~~agreement~~believe toour ~~amend~~technology ~~the~~is ~~existing~~well ~~Financing~~positioned ~~Facility~~to ~~which~~respond ~~modifies~~to the ~~repayments~~global oftransition ~~the~~away ~~principal~~from ~~amount~~fossil ~~(the~~fuels ~~“Financing~~and ~~Facility~~petrochemicals ~~Amendment”).~~and Asinto ~~per~~ the ~~Financing~~circular ~~Facility Amendment~~economy, awhere ~~total~~PET ofplastic ~~$36~~and ofpolyester ~~the~~fiber ~~principal~~are ~~amount~~produced ~~was~~by ~~repayable~~recycling inwaste ~~monthly~~polyester ~~installments~~that inwould ~~the~~otherwise ~~fiscal~~typically ~~year~~be ~~ended~~destined ~~February~~for ~~29,~~landfill ~~2024~~or incineration, ~~with~~rather ~~the~~than ~~remainder~~relying ofon ~~the~~fossil-based ~~principal amount being repayable in 72 monthly installments~~resources.

OnWe ~~February~~have ~~28,~~completed ~~2024,~~our ~~the~~process ~~Company~~design ~~and~~package ~~Investissement~~for ~~Québec~~the ~~entered~~Infinite ~~into~~Loop™ anfull-scale ~~agreement~~manufacturing facilities to ~~amend~~be ~~the~~used ~~existing~~as ~~Financing Facility which modifies~~ the ~~repayments~~base ofengineering ~~the~~platform ~~principal~~for ~~amount~~all ~~(the~~future ~~“Second Financing Facility Amendment”)~~facilities. AsWe ~~per~~believe ~~the~~this ~~Second~~approach ~~Financing~~allows ~~Facility~~for ~~Amendment~~quick execution, aspeed ~~total~~to ofmarket, ~~$73~~and oflends ~~the~~itself ~~principal~~well ~~amount~~to ~~was~~modular ~~repayable~~construction. inThe ~~monthly~~basic ~~installments~~design inpackage ~~the~~has ~~fiscal~~a ~~year~~capacity ~~ended~~of ~~February~~up ~~28,~~to ~~2025~~70,000 ~~with~~tons ~~the remainder~~ of ~~the~~rDMT ~~principal~~and ~~amount~~23,000 ~~being~~tons ~~repayable~~of inrMEG, 60or ~~monthly~~70,000 ~~installments.~~tons ~~Pursuant~~of toLoop ~~the~~PET ~~Second~~and ~~Financing~~polyester ~~Facility~~fiber ~~Amendment~~output ~~the~~per ~~interest~~year, ~~rate~~subject ofto ~~the~~applicable ~~Financing~~site-specific ~~Facility~~permitting, ~~was~~site ~~increased~~and ~~from~~regulatory 2considerations.~~36% to 3.36%.~~

13We ~~Table~~are offocused ~~Contents~~on direct investments in Infinite Loop™ commercial facilities located in low-cost manufacturing regions. By strategically selecting cost-efficient locations, we aim to optimize production costs and improve overall financial performance, while limiting our capital contributions.

OnThis ~~February~~direct 5,investment ~~2025,~~approach ~~the~~also ~~Company~~includes ~~and~~leveraging ~~Investissement~~partnerships ~~Québec entered into an agreement~~ to ~~amend~~integrate ~~the~~Loop's ~~existing~~proprietary ~~Financing~~technology ~~Facility~~and ~~which~~sales ~~modifies~~and ~~the~~marketing ~~repayments~~expertise ofwith the ~~principal~~operational ~~amount~~and ~~(the~~construction ~~“Third~~capabilities ~~Financing~~of ~~Facility~~experienced ~~Amendment”)~~partners. AsWe ~~per~~believe ~~the Third~~this ~~Financing~~combination ~~Facility~~of ~~Amendment,~~complementary ~~total~~skill ~~annual~~sets ~~principal~~allows ~~repayments in monthly installments are of $301~~ for ~~the~~more ~~fiscal~~efficient ~~year~~project ~~ending February 28~~execution, ~~2026~~accelerated ~~and~~market ~~$519 for the fiscal year ending February 28~~adoption, ~~2027,~~and ~~with~~scalable ~~the remainder of the principal amount being repayable in 36 monthly installments~~growth. ~~Pursuant to the Third Financing Facility Amendment the interest rate of the Financing Facility was increased from 3.36% to 4.36%.~~

~~Under~~We ~~the~~expect ~~original~~that ~~terms~~revenue ofgeneration ~~the~~from ~~Financing~~direct ~~Facility,~~investments ~~the principal amount was repayable~~ in 84commercial ~~monthly~~facilities ~~installments~~will ~~beginning~~be indriven ~~March~~by oftwo ~~2023.~~key ~~The~~streams: ~~amendments~~(i) doprofits ~~not~~from ~~modify~~ the ~~repayment~~operation ~~terms~~ of ~~accrued~~commercial ~~interest~~facilities, orand ~~any~~(ii) ofroyalties ~~the~~paid ~~other~~to ~~terms~~Loop ~~of the Financing Facility that are not mentioned above. The amendments did not meet the criteria of ASC 470, Debt~~ for anlicensing ~~extinguishment~~its oftechnology ~~debt~~and asexclusive ~~the~~responsibility ~~amendments did not substantially modify the terms~~ of ~~the~~sales ~~Financing~~and ~~Facility~~marketing. ~~The~~We ~~Company~~believe ~~therefore~~these ~~applied~~income ~~modification~~sources ~~accounting~~will ~~and~~support nolong-term ~~immediate~~financial ~~gain~~sustainability orand ~~loss was recognized related to the amendments~~growth.

~~Credit~~This approach is currently being deployed through the Company's 50/50 joint venture in India with Ester, which is advancing towards the construction of an Infinite Loop™ manufacturing facility. ~~from~~The facility's planned production capacity is 70,000 tons per year of Loop branded PET resin and polyester fiber. The India JV intends to leverage the complementary skill sets of each partner by combining Loop's innovative technology and global customer relationships with Ester's nearly 40 years of specialized polymer production, operational proficiency, and local expertise, including sourcing of PET plastic and polyester fiber waste feedstocks. Loop will grant a ~~Canadian~~royalty-bearing ~~bank~~license to the India JV and will be the exclusive seller and marketing agent of the India JV's products.

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company, entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank. The Credit Facility allows for borrowings of up to $2,544 in aggregate principal amount. The Credit Facility is secured by the Company’s Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was not in compliance as at May 31, 2025. All borrowings under the Credit Facility will bear interest at an annual rate equal to the bank’s Canadian prime rate plus 1.0%. As at May 31, 2025, the $2,544 Credit Facility was available and undrawn. 8

On Table ~~July 4, 2025, the Company and the Canadian Bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance~~ of Series B Convertible Preferred Stock as at February 28, 2025 of $10,647 in the calculation of stockholders’ equity. The Company was in compliance with the minimum equity covenant following this amendment.Contents

~~Flow~~We also aim to accelerate the roll-out of ~~Funds~~the Infinite Loop™ technology through the sale of technology licenses for commercial facilities in which Loop may take limited or no ownership. We expect licensee-owned facilities to allow us to scale our technology efficiently, without requiring significant capital investment from Loop. Revenue generation through technology licensing is expected to come from a combination of up-front and recurring royalties.

~~All~~This ~~monetary~~approach ~~amounts~~focused ~~are~~on licensing is currently being deployed in ~~thousands~~our European partnership with Reed Societe Generale Group. The Company sold its first technology license to Reed Societe Generale Group for one Infinite Loop™ manufacturing facility in Europe for an initial down payment of U€10.S0 million with additional milestone payments to be received by Loop as the project advances. ~~dollars~~Infinite ~~unless~~Loop ~~otherwise~~Europe ~~specified~~was formed with the purpose of developing Infinite Loop™ manufacturing facilities in Europe to be owned 10% by Loop and 90% by RCE. Loop has the right to increase its ownership in each project developed through Infinite Loop Europe up to 50% subject to a binding commitment.

~~Summary~~Additionally, we aim to generate income by providing engineering services throughout all phases of ~~Cash~~project ~~Flows~~development, construction, and startup for all Infinite Loop™ commercial facilities, supporting efficient project execution and creating a steady revenue stream prior to the startup of the facility.

ALoop ~~summary~~has ofentered ~~cash~~into ~~flows~~an ~~for~~engineering services agreement with the ~~three~~India ~~months~~JV ~~ended~~to ~~May~~provide ~~31,~~engineering ~~2025~~services and ~~2024~~support ~~was~~the ascompletion ~~follows,~~of the engineering for the planned Infinite Loop™ manufacturing facility in ~~thousands~~India. This has resulted in Loop generating engineering services revenue of U$0.S.2 ~~Dollars:~~million in the six-month period ended August 31, 2025.

	Three Months Ended May 31,
	2025			2024
Net cash used in operating activities	$	(3,082	)	$	(3,915	)
Net cash used in investing activities		(115	)		(176	)
Net cash provided by (used in) financing activities		(55	)		2,492
Effect of exchange rate changes on cash		27			(68	)
Net decrease in cash	$	(3,225	)	$	(1,667	)

We are also in the process of implementing a modular construction strategy, in order to reduce overall capital expenditures and operating expenses, while improving project timelines and ensuring standardized design and quality, and providing a scalable solution for global expansion. This strategy envisages that we would manufacture plant modules in a low-cost country to be transported and assembled on site at global locations, and would potentially provide an additional income stream alongside returns from owned facilities and royalties.

~~Net~~The ~~Cash~~Company's ~~Used~~ability into ~~Operating~~move ~~Activities~~to the next stage of its strategic development, including the construction of manufacturing plants and the commercialization of its technology and products at scale, is dependent on, among other factors, its ability to obtain the necessary financing through a combination of the issuance of equity, project debt, and/or government incentive programs.

~~During~~Recent the three-month period ended May 31, 2025, we used $3,082 in operations compared to $3,915 during the three-month period ended May 31, 2024. As discussed above in the Results of Operations, the year-over-year decrease is mainly due to decreased operating expenses as we have completed the upgrade of the Terrebonne Facility and our basic design package for the Infinite Loop™ full-scale manufacturing facilities, and lower legal costs related to forming our partnerships with Reed Societe Generale Group and Ester.Developments

~~Net~~Offtake ~~Cash~~Agreement ~~Used~~with inLeading ~~Investing~~Sports ~~Activities~~Apparel Company

~~During~~In ~~the~~September ~~three~~2025, ~~months~~we ~~ended~~entered ~~May~~into ~~31,~~a ~~2025,~~multi-year weofftake ~~used~~agreement ~~$115~~with ina ~~investing~~subsidiary of ~~activities~~a ~~compared~~leading tobranded ~~$176~~sports ~~during~~apparel ~~the~~company ~~three-month~~responsible ~~period~~for ~~ended~~its global ~~May~~sourcing. 31Under the terms of this agreement, ~~2024.~~we ~~During~~will ~~the~~supply ~~three~~agreed ~~months~~minimum ~~ended~~volumes ~~May~~of 31"Twist," ~~2025,~~our wecircular ~~made~~polyester ~~investments~~resin inmade ~~intangible~~entirely ~~assets~~from oftextile ~~$115~~waste, ~~particularly~~at toan ~~file~~agreed ~~patents~~upon ~~for~~price ~~the~~once our planned Infinite Loop™ ~~technology~~India infacility ~~the~~becomes ~~United~~operational. ~~States~~This ~~and~~agreement ~~around~~represents ~~the~~a ~~world.~~significant ~~During~~commitment ~~the~~from ~~three~~a ~~months~~major ~~ended~~global ~~May~~brand ~~31,~~to ~~2024,~~incorporate weour ~~made~~textile-to-textile ~~investments~~recycled inmaterials ~~intangible~~into ~~assets~~their ofsupply ~~$176~~chain.

~~Net~~Offtake ~~Cash~~Agreement ~~Provided~~with byTaro ~~(Used in) Financing Activities~~Plast

~~During~~In ~~the~~September ~~three~~2025, ~~months~~we ~~ended~~entered ~~May~~into 31an offtake agreement with Taro Plast S.p.A. ("Taro Plast"), ~~2025~~an Italy-based manufacturer of engineering plastics and compounds. Under this agreement, we ~~repaid~~will ~~$55~~supply Taro Plast with agreed volumes of ~~long~~our 100% recycled, virgin-~~term~~quality ~~debt.~~Loop™ ~~During~~DMT produced ~~the~~using ~~three~~our ~~months~~proprietary ~~ended~~depolymerization ~~May~~technology ~~31,~~at ~~2024,~~our weplanned ~~borrowed~~Infinite $2Loop™ facility in India,~~517~~ ~~under~~once the ~~Credit~~facility ~~Facility~~becomes ~~and~~operational. weThis ~~repaid~~agreement ~~$25~~expands ofour ~~long~~product offering beyond bottle-~~term~~grade ~~debt~~and fiber-grade PET resin into the specialty polymers market, where Loop™ DMT can be used for automotive and specialty polymer applications. Taro Plast has conducted independent testing confirming the high purity and performance of Loop™ DMT, and is expected to be the first company to integrate Loop™ DMT into their product portfolio.

14Strategic ~~Table~~Alliance ofwith ~~Contents~~Shinkong

~~ITEM~~In 3August 2025, we announced a strategic alliance with Shinkong Synthetic Fibers Corporation ("Shinkong"), a leader in Taiwan's polyester industry and global leader in sustainable polyester yarn solutions. ~~QUANTITATIVE~~This ~~AND~~partnership ~~QUALITATIVE~~combines ~~DISCLOSURES~~our ~~ABOUT~~textile-to-textile ~~MARKET~~manufacturing ~~RISK~~technology with Shinkong's polyester fiber spinning capabilities and distribution network. Under this alliance, Shinkong will convert our Twist™ polyester resin into high-performance yarns for their network of over 100 customers worldwide, while we can now offer high-quality circular polyester yarns to customers. This collaboration supports our planned Infinite Loop™ India project by providing additional distribution channels and supply chain options for apparel and textile brands across Asian, European, and North American markets.

~~Pursuant~~Strategic toAlliance ~~Item~~with ~~305(e)~~Hyosung ~~of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).~~TNC

In September 2025, we announced a strategic alliance with Hyosung TNC, a complete sustainable textile solutions provider and the world's largest manufacturer of spandex by market share. This alliance combines our Infinite Loop™ depolymerization technology with Hyosung TNC's expertise in advanced textile materials to expand access to circular polyester through textile-to-textile supply chains. Hyosung TNC will convert our Twist™ polyester resin into performance yarns under its regen™ brand portfolio, trusted by leading brands across fashion, activewear, and other textile markets. The relationship has been established for products from our Terrebonne facility and will be significantly expanded once our planned India Infinite Loop™ facility is operational.

Launch of Twist™

During the quarter ended August 31, 2025, the Company announced the launch of Twist™, a new branded circular polyester resin made entirely from textile waste. This product represents a strategic evolution of the Company's fiber-grade PET resin offering, now repositioned to serve the growing textile-to-textile recycling market. Twist™ utilizes the Company's patented depolymerization technology to break down polyester textile waste into base monomers, which are then purified and polymerized into virgin-quality resin that is chemically identical to traditional polyester while providing complete traceability from feedstock to final product. The Company is advancing discussions with apparel brands for offtake agreements from its planned India joint venture facility, where Twist™ will be produced alongside the Company's existing Loop™ branded products.

At-The-Market Offering

On July 3, 2025, the Company entered into an At the Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Sales Agent”), pursuant to which the Company may offer and sell, from time to time, shares of its common stock, par value $0.0001 per share having an aggregate offering price of up to $15 million through the Sales Agent, acting as its agent, or directly to the Sales Agent, acting as principal (the “ATM Equity Offering”).

As of August 31, 2025, the Company had sold 116,358 shares of common stock under the Sales Agreement for aggregate gross proceeds of approximately $192,882 and net proceeds of approximately $186,557, after deducting sales agent commissions and other offering expenses. As of August 31, 2025, the Company had approximately $14.8 million of capacity remaining under the ATM Equity Offering.

Human Capital

As of August 31, 2025, we had 42 employees of which 18 work in research and development, 15 in engineering and operations, and 9 in administrative functions.

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Results of Operations

All monetary amounts are in thousands of U.S. dollars unless otherwise specified.

The following table summarizes our operating results for the three-month periods ended August 31, 2025 and 2024, in thousands of U.S. Dollars.

	Three months ended August 31,
							Change
	2025			2024			favorable / (unfavorable)
Revenues	$	-		$	23		$	(23	)

Expenses
Research and development
Employee compensation		597			862			265
Stock-based compensation		32			131			99
Plant and laboratory operating expenses		148			197			49
External engineering		9			651			642
Other		57			104			47
Total research and development		843			1,945			1,102

General and administrative
Employee compensation		423			585			162
Stock-based compensation		248			231			(17	)
Professional fees		612			1,007			395
Insurance		423			476			53
Other		165			296			131
Total general and administrative		1,871			2,595			724

Loss on equity accounted investment		43			-			(43	)
Depreciation and amortization		96			129			33
Interest and other financial expenses		419			119			(300	)
Interest income		(70	)		(6	)		64
Foreign exchange loss (gain)		2			80			78
Total expenses		3,204			4,862			1,658
Net loss	$	(3,204	)	$	(4,839	)	$	1,635

Second Quarter Ended August 31, 2025

Revenues

Revenues for the three-month period ended August 31, 2025, decreased $23 to $0, as compared to $23 for the same period in 2024. The revenues of $23 for the three-month period ended August 31, 2024 resulted from sales of Loop™ PET resin.

Research and Development

Research and development expense for the three-month period ended August 31, 2025, decreased $1,102 to $843, as compared to $1,945 for the same period in 2024. The decrease was primarily attributable to a $642 decrease in external engineering expenses for design work for our Infinite Loop™ manufacturing process, and a $265 decrease in employee compensation expenses.

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General and administrative expenses

General and administrative expenses for the three-month period ended August 31, 2025, decreased $724 to $1,871, as compared to $2,595 for the same period in 2024. The decrease was primarily attributable to a $395 decrease in professional fees, which was mainly attributable to legal costs related to our partnerships with Reed Societe Generale Group and Ester incurred in the three-month period ended August 31, 2024, and a $162 decrease in employee compensation.

Interest and other financial expenses

Interest and other financial expenses increased by $300 for the three-month period ended August 31, 2025. This increase is mainly attributable to the accrued PIK dividend on the Series B Convertible Preferred Stock issued to RCE recorded as an interest expense for $341 in the three-month period ended August 31, 2025 (2024 – nil).

Net Loss

The net loss for the three-month period ended August 31, 2025, decreased $1,635 to $3,204, as compared to $4,839 for the same period in 2024. This decrease was primarily due to the decrease of $1,102 in research and development expenses and the decrease of $724 in general and administrative expenses, which were partially offset by the $300 increase in interest and other financial expenses.

Six Months Ended August 31, 2025

The following table summarizes our operating results for the six-month periods ended August 31, 2025 and 2024, in thousands of U.S. Dollars.

	Six months ended August 31,
	2025			2024			Change
Revenues	$	252		$	29		$	223

Expenses
Research and development
Employee compensation		1,299			1,877			578
Stock-based compensation		344			261			(83	)
Plant and laboratory operating expenses		379			467			88
External engineering		14			1,279			1,265
Other		181			298			117
Total research and development		2,217			4,182			1,965

General and administrative
Professional fees		973			2,262			1,289
Employee compensation		992			1,221			229
Stock-based compensation		311			471			160
Insurance		876			968			92
Other		367			584			217
Total general and administrative		3,519			5,506			1,987

Loss on equity accounted investment		345			-			(345	)
Depreciation and amortization		197			266			69
Interest and other financial expenses		837			179			(658	)
Interest income		(170	)		(132	)		38
Foreign exchange loss (gain)		(42	)		56			98
Total expenses		6,903			10,057			3,154
Net loss	$	(6,651	)	$	(10,028	)	$	3,377

Revenues

Revenues for the six-month period ended August 31, 2025, increased $223 to $252, as compared to $29 for the same period in 2024. The revenues for the six-month period ended August 31, 2025 resulted from $244 in engineering fees and $8 from sales of Loop™ PET resin produced using monomers manufactured at the Terrebonne Facility. The revenues of $29 for the six-month period ended August 31, 2024 resulted from sales of Loop™ PET resin.

Research and Development

Research and development expense for the six-month period ended August 31, 2025, decreased $1,965 to $2,217, as compared to $4,182 for the same period in 2024. The decrease was primarily attributable to a $1,265 decrease in external engineering expenses for design work for our Infinite Loop™ manufacturing process, and a $578 decrease in employee compensation expenses, partially offset by a $83 increase in stock-based compensation expenses.

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General and administrative expenses

General and administrative expenses for the six-month period ended August 31, 2025, decreased $1,987 to $3,519, as compared to $5,506 for the same period in 2024. The decrease was primarily attributable to a $1,289 decrease in professional fees, which was mainly due to legal costs related to our partnerships with Reed Societe Generale Group and Ester incurred in the six-month period ended August 31, 2024, a decrease of $229 in employee compensation expenses and a $160 decrease in stock-based compensation expense.

Loss on equity accounted investment

Loss on equity accounted investment increased by $345 for the six-month period ended August 31, 2025. This loss relates to the Company's 50% portion of the loss incurred by the India JV for the six-month period ended August 31, 2025, during which the India JV incurred preliminary project costs for the planned Infinite Loop™ facility in India, which are mainly engineering fees.

Interest and other financial expenses

Interest and other financial expenses increased by $658 for the six-month period ended August 31, 2025. This increase is mainly attributable to the accrued PIK dividend on the Series B Convertible Preferred Stock issued to RCE recorded as an interest expense for $681 in the six-month period ended August 31, 2025 (2024 – nil).

Net Loss

The net loss for the six-month period ended August 31, 2025, decreased $3,377 to $6,651, as compared to $10,028 for the same period in 2024. This decrease was primarily due to the decrease of $1,987 in general and administrative expenses and the decrease of $1,965 in research and development expenses, which were partially offset by the $658 increase in interest and other financial expenses and the increase of $345 in loss on equity accounted investment.

LIQUIDITY AND CAPITAL RESOURCES

All monetary amounts are in thousands of U.S. dollars unless otherwise specified.

Liquidity

Since its inception, the Company has been in the pre-commercialization stage with no recurring revenues, and its ongoing operations and commercialization plans have been financed primarily by raising equity and debt. The Company has recurring net losses, negative cash flow from operating activities since its inception, and has a net capital deficiency. As at August 31, 2025, the Company’s available liquidity was $9,857, consisting of cash and cash equivalents of $7,310 and an undrawn amount on a senior loan facility from a Canadian bank of $2,547.

Management continuously monitors the Company's cash resources against its cash commitments to determine whether there is sufficient liquidity to fund its costs for at least twelve months from the financial statement issuance date. In preparing its going concern assessment in accordance with US GAAP, the Company included cash flows that meet the "probable" threshold under ASC 205-40 in its liquidity assessment and has excluded forecasted cash flows that lack substantive support or binding commitments. Based on this assessment, management has determined that current available liquidity will be sufficient to meet the Company’s obligations, commitments and budgeted operating expenditures for at least twelve months from the issuance date of these unaudited interim condensed consolidated financial statements.

The Company's ability to move to the next stage of its strategic development and participate in the construction of manufacturing facilities through joint ventures is dependent on, among other factors, whether the Company can obtain the necessary funding through a combination of further technology licensing and engineering services arrangements, government incentive programs, and/or the issuance of debt and/or equity. Management is pursuing options to secure financing for Loop's equity contribution for the India JV and to cover ongoing cash requirements through to the start of commercial operations in India. There is no assurance that the Company will be successful in attracting additional funding. Even if additional financing is available, it may not be available on terms favorable to the Company. Inability to secure additional financing on favorable terms, or to obtain such financing at all when required, would have an adverse effect on the Company’s financial position and on its ability to execute its business plan.

Sale and issuance of Series B CPS

●

Automatic conversion of the stated value ($10,395 on the Issuance Date) on the fifth anniversary of the Issuance Date into shares of the Company's common stock at a conversion price of $4.75 per share;

●

Accrues a cumulative fixed annual PIK dividend at a rate of 13% of the stated value, which is added to the stated value of the Series B CPS on September 30 of each year;

●

Redeemable in cash at any time, starting after the third anniversary of the Issuance Date by the Company (issuer call option);

●

Redeemable in cash on the fifth anniversary of the Issuance Date at the option of the Holder (put feature); and

●

Voting rights equal to the number of whole shares of the Company's common stock (rounded to the nearest whole share) into which the stated value of Series B CPS would be convertible on a given date; and separate class voting rights on certain matters such as amendments to the Certificate of Designation or Articles of Incorporation that adversely affect the rights of the Series B CPS, as long as at least 50,000 shares of Series B CPS are outstanding.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Designation, which was filed as Exhibit 3.1 to our Current Report on Form 8-K filed with the SEC on December 26, 2025.

Investissement Québec financing facility

We have a long-term debt obligation to Investissement Québec in connection with a financing facility (the “Financing Facility”) for the expansion of the Terrebonne Facility up to a maximum of $3,347. We received the first disbursement in the amount of $1,608 on February 21, 2020 and the second disbursement in the amount of $1,740 on August 26, 2021. The loan can be repaid at any time by us without penalty. The loan's interest rate was initially set at 2.36% and there was a 36-month moratorium on both capital and interest repayments as of the first disbursement date. Under the original terms of the Financing Facility, at the end of the 36-month moratorium, capital and interest was repayable in 84 monthly installments. There is no remaining amount available under the Financing Facility after the second disbursement.

On November 21, 2022, the Company and Investissement Québec entered into an agreement to amend the existing Financing Facility which modifies the repayments of the principal amount (the “Financing Facility Amendment”). As per the Financing Facility Amendment, a total of $36 of the principal amount was repayable in monthly installments in the fiscal year ended February 29, 2024, with the remainder of the principal amount being repayable in 72 monthly installments.

On February 28, 2024, the Company and Investissement Québec entered into an agreement to amend the existing Financing Facility which modifies the repayments of the principal amount (the “Second Financing Facility Amendment”). As per the Second Financing Facility Amendment, a total of $73 of the principal amount was repayable in monthly installments in the fiscal year ended February 28, 2025, with the remainder of the principal amount being repayable in 60 monthly installments. Pursuant to the Second Financing Facility Amendment the interest rate of the Financing Facility was increased from 2.36% to 3.36%.

On February 5, 2025, the Company and Investissement Québec entered into an agreement to amend the existing Financing Facility which modifies the repayments of the principal amount (the “Third Financing Facility Amendment”). As per the Third Financing Facility Amendment, total annual principal repayments in monthly installments are of $301 for the fiscal year ending February 28, 2026 and $519 for the fiscal year ending February 28, 2027, with the remainder of the principal amount being repayable in 36 monthly installments. Pursuant to the Third Financing Facility Amendment the interest rate of the Financing Facility was increased from 3.36% to 4.36%.

Under the original terms of the Financing Facility, the principal amount was repayable in 84 monthly installments beginning in March of 2023. The amendments do not modify the repayment terms of accrued interest or any of the other terms of the Financing Facility that are not mentioned above. The amendments did not meet the criteria of ASC 470, Debt for an extinguishment of debt as the amendments did not substantially modify the terms of the Financing Facility. The Company therefore applied modification accounting and no immediate gain or loss was recognized related to the amendments.

Credit facility from a Canadian bank

On July 26, 2022, Loop Canada, Inc., a wholly-owned subsidiary of the Company, entered into an Operating Credit Facility (the “Credit Facility”) with a Canadian bank. The Credit Facility allows for borrowings of up to $2,547 in aggregate principal amount. The Credit Facility is secured by the Company's Terrebonne, Québec property and is subject to a minimum equity covenant, tested quarterly with which the Company was in compliance as at August 31, 2025. All borrowings under the Credit Facility will bear interest at an annual rate equal to the bank's Canadian prime rate plus 1.0%. As at August 31, 2025, the $2,547 Credit Facility was available and undrawn.

On July 4, 2025, the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, modifying the minimum equity covenant to include the balance of Series B Convertible Preferred Stock as at February 28, 2025 of $10,647 in the calculation of stockholders' equity.

On October 10, 2025, the Borrower, the Company and the Canadian bank executed an amendment to the Credit Facility, which removed the minimum equity covenant tested quarterly for the duration of the term of the Credit Facility.

At-the-Market Offering

During the three months ended August 31, 2025, the Company issued and sold an aggregate of 116,358 shares of its common stock pursuant to its ATM Equity Offering program for aggregate gross proceeds of approximately $193. After deducting sales agent commissions and other offering expenses totaling approximately $6, the Company received net proceeds of approximately $187 from such sales. The shares were sold at prevailing market prices at the time of sale, with an average selling price of $1.66 per share. The net proceeds from these equity transactions were used for general corporate purposes and to strengthen the Company's working capital position. The Company may, from time to time, continue to utilize its ATM Equity Offering program to raise additional capital, subject to market conditions and the Company's capital needs, though there can be no assurance as to if or when any additional sales may occur under the program.

Flow of Funds

Summary of Cash Flows

A summary of cash flows for the six months ended August 31, 2025 and 2024 was as follows, in thousands of U.S. Dollars:

	Six Months Ended August 31,
	2025			2024
Net cash used in operating activities	$	(5,604	)	$	(6,775	)
Net cash used in investing activities		(133	)		(325	)
Net cash provided by (used in) financing activities		51			1,537
Effect of exchange rate changes on cash		23			-
Net decrease in cash	$	(5,663	)	$	(5,563	)

Net Cash Used in Operating Activities

During the six-month period ended August 31, 2025, we used $5,604 in operations compared to $6,775 during the six-month period ended August 31, 2024. As discussed above in the Results of Operations, the year-over-year decrease is mainly due to decreased operating expenses as we have completed the upgrade of the Terrebonne Facility and our basic design package for the Infinite Loop™ full-scale manufacturing facilities, and lower legal costs related to forming our partnerships with Reed Societe Generale Group and Ester.

Net Cash Used in Investing Activities

During the six months ended August 31, 2025, we used $133 in investing activities compared to $325 during the six-month period ended August 31, 2024. During the six-month period ended August 31, 2024 During the six-month period ended August 31, 2025, we made investments in intangible assets of $133, as compared to $325 for the same period in 2024, particularly to file patents for the Infinite Loop™ technology in the United States and around the world.

Net Cash Provided by (Used in) Financing Activities

During the six months ended August 31, 2025, we repaid $136 of long-term debt and received net proceeds from our ATM Equity Offering of $187. During the six months ended August 31, 2024, we borrowed $1,587 under the Credit Facility and we repaid $50 of long-term debt.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Management’'s Evaluation of our Disclosure Controls and Procedures

A. Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the ~~Securities~~ Exchange Act ~~of 1934~~, is recorded, processed, summarized and reported, within the time periods specified in the SEC’'s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in our reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this Quarterly Report, the Company carried out an evaluation, under the supervision and with the participation of the Company’'s management, including the Company’'s Chief Executive Officer and Interim Chief Financial Officer, of the effectiveness of the design and operation of the Company’'s “disclosure controls and procedures” (as defined in Rule 13a-15(e) of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”~~)), pursuant to Rule 13a-15(b) of the Exchange Act. Based upon that evaluation, the Chief Executive Officer and Interim Chief Financial Officer concluded that the Company’'s disclosure controls and procedures were effective as of ~~May~~August 31, 2025.

B. Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended ~~May~~August 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

~~15 Table of Contents~~ 13

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

SEC Investigation

As previously disclosed, we received a subpoena from the SEC in October 2020 requesting certain information from us, including information regarding testing, testing results and details of results from our GEN I and GEN II technologies, and certain of our partnerships and agreements. In March 2022, we received a second subpoena requesting additional information, including information concerning our reverse-merger in 2015, and communications with certain individuals and entities. There have been no additional information requests from the SEC relating to the Company’'s business or technology.

The SEC informed us that its investigation does not mean that the SEC has concluded that anyone has violated the law and that the investigation does not mean that the SEC has a negative opinion of us. We cannot predict when this matter will be resolved or what, if any, action the SEC may take following the conclusion of the investigation.

On September 30, 2022, the SEC filed a complaint (the “SEC complaint”) against several named defendants (“Defendants”), and also identified as a relief defendant Daniel Solomita, our Chief Executive Officer. The SEC complaint does not allege wrongdoing by the Company or Mr. Solomita. The SEC complaint identifies Mr. Solomita and an entity he owns as relief defendants because they purportedly received monies from the Defendants in 2015 that the SEC alleges were derived from the Defendants’' fraud. The SEC complaint does not allege that Mr. Solomita was aware of the alleged wrongdoing by the Defendants and does not allege that he was aware that any alleged monies received were derived from fraud.

Litigation

From time to time, we may become involved in various lawsuits and legal proceedings or investigations which arise in the ordinary course of business. Except as noted above, we are not presently a party to any legal proceedings, government actions, administrative actions, investigations or claims that are pending against us or involve us that, in the opinion of our management, could reasonably be expected to have a material adverse effect on our business, financial condition or operating results. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

It is possible that we may expend financial and managerial resources in the defense of our intellectual property rights in the future if we believe that our rights have been violated. It is also possible that we may expend financial and managerial resources to defend against claims that our products and services infringe upon the intellectual property rights of third parties.

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ITEM 1A. RISK FACTORS

We are subject to various risks and uncertainties in the course of our business. Risk factors relating to us are set forth under “Risk Factors” in our 2025 Annual Report. No material changes to such risk factors have occurred during the three months ended ~~May~~August 31, 2025. An additional risk factor is included below in connection with the recent launch of our ATM ~~offering~~Equity Offering.

The sale or issuance of our common stock in an at-the-market offering, pursuant to an At the Market Offering Agreement (“Sales Agreement”) with Roth Capital Partners, LLC, may cause dilution and the sale of the shares of common stock sold pursuant to the Sales Agreement, or the perception that such sales may occur, could cause the price of our common stock to fall.

On July 3, 2025, wethe Company entered into an At the Market Offering Agreement with Roth Capital Partners, LLC (“Sales Agent”), under which we may offer and sell shares of our common stock having an aggregate offering price of up to $15 million from time to time through or to the Sales Agent, acting as our sales agent or principal

Under the Sales Agreement, we will set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act, including sales made directly on or through The Nasdaq Global Market, the existing trading market for the Company’'s common stock, sales made to or through a market maker other than on an exchange or otherwise, directly to the Sales Agent as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailing market prices, and/or in any other method permitted by law. The Sales Agreement provides that the Sales Agent will be entitled to compensation for its services in an amount equal to 3.0% of the gross proceeds from the sale of shares sold under the Sales Agreement.

Depending on market liquidity at the time, sales of shares under the Sales Agreement may cause the trading price of our common stock to fall. Additionally, further sales of our common stock, if any, under the Sales Agreement will depend upon market conditions and other factors to be determined by us. We ultimately may sell all, some or none of the shares of our common stock that may be sold pursuant to the Sales Agreement and, after such shares have been sold, the purchasers may sell all, some or none of those shares. Therefore, sales under the Sales Agreement could result in substantial dilution to the interests of other holders of our common stock. Additionally, the sale of a substantial number of shares of our common stock under the Sales Agreement, or the anticipation of such sales, could make it more difficult for us to sell equity or equity-related securities in the future at a time and at a price that we might otherwise wish to effect such sales.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

~~During~~a) ~~the~~The ~~three~~information ~~months~~set ~~ended~~forth ~~May~~below ~~31,~~is ~~2025,~~included noherein ~~director~~for orthe ~~officer~~purpose of providing the ~~Company~~disclosure ~~adopted~~required orunder ~~terminated a~~ “~~Rule~~Item ~~10b5-1~~5.02 ~~trading~~Departure ~~arrangement”~~of Directors or ~~“non-Rule~~Certain ~~10b5-1~~Officers; ~~trading~~Election ~~arrangement,”~~of asDirectors; ~~each~~Appointment ~~term~~of isCertain ~~defined~~Officers; inCompensatory ~~Item~~Arrangements ~~408~~of Certain Officers.” of ~~Regulation~~Form S8-K.

On October 9, 2025, Nicolas Lafond notified the Company of his resignation as Interim Chief Financial Officer of the Company, effective October 17, ~~Table~~2025, in order to accept an opportunity to advance his career in a senior financial role outside of ~~Contents~~the Company. Mike De Notaris (49), currently Vice President, Corporate Development, is appointed as Interim Chief Financial Officer effective as of the same date. In this position, Mr. De Notaris will assume the responsibilities of Principal Financial Officer and Principal Accounting Officer of the Company.

Mr. De Notaris has served as Vice President, Corporate Development for the Company since September 2021. Prior to joining the Company, he served as Head, Business Risk Division, Wholesale Banking at Abu Dhabi Commercial Bank. Mr. De Notaris brings a strong background in finance developed through 25 years in diverse roles in credit and private equity at various financial institutions including Abu Dhabi Commercial Bank, Bank of Montreal and Istithmar Capital. Mr. De Notaris holds a Bachelor of Commerce from Concordia University and is a CFA Charterholder.

There are no family relationships between Mr. De Notaris and any director or executive officer of the Company, and there are no transactions between Mr. Lafond and the Company that would be required to be reported under Item 404(a) of Regulation S-K.

b) The information set forth below is included herein for the purpose of providing the disclosure required under “Item 1.01 Entry into a Material Definitive Agreement.” of Form 8-K.

On October 10, 2025, Loop Canada Inc. (the “Borrower”), a wholly-owned subsidiary of the Company, and the Company entered into Amendment No. 3 (the “Amendment”) to the Credit Agreement dated June 30, 2022 (as previously amended, the “Credit Agreement”) with the Canadian Imperial Bank of Commerce (“CIBC”).

The Amendment removed the minimum equity covenant of $2.55 million (CDN $3.50 million), which had been tested quarterly, and clarified that the Company’s convertible preferred share instrument in the amount of $10.65 million will be included in the equity calculation.

A copy of the Amendment will be filed as an exhibit to the Company’s next periodic report under the Exchange Act.

c) Insider trading arrangements

During the three months ended August 31, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

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ITEM 6. 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 Reference
Number	Description	Form	File No.	Filing Date	Exhibit No.
3.1	Articles of Incorporation, as amended to date	10-K	001-38301	May 29, 2024	3.1
3.2	Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock.	8-K	001-38301	December 26, 2024	3.1
3.3	By-laws, as amended to date	8-K	001-38301	April 10, 2018	3.1
10.1	At the Market Offering Agreement, dated July 3, 2025, between the Company and Roth Capital Partners, LLC.	8-K	001-38301	July 3, 2025	10.1
10.2	Amendment #2 to the Credit Agreement dated June 30th, 2022 between Canadian Imperial Bank of Commerce and Loop Canada Inc.		Filed herewith
31.1	Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
31.2	Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Filed herewith
32.1	Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Furnished herewith
32.2	Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Furnished herewith
101.INS	Inline XBRL Instance Document		Filed herewith
101.SCH	Inline XBRL Taxonomy Extension Schema Document		Filed herewith
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document		Filed herewith
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document		Filed herewith
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document		Filed herewith
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document		Filed herewith
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)		Filed herewith

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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 thereunto duly authorized.

Date: July 15, 2025	By:	/s/ Daniel Solomita
Date: October 15, 2025	By:	/s/ Daniel Solomita
	Name:	Daniel Solomita
	Title:	President and Chief Executive Officer, and Director (Principal Executive Officer)
Date: July 15, 2025	By:	/s/ Nicolas Lafond
Date: October 15, 2025	By:	/s/ Nicolas Lafond
	Name:	Nicolas Lafond
	Title:	Interim Chief Financial Officer (Principal ~~Accounting~~financial ~~Officer~~officer and ~~Principal~~principal ~~Financial~~accounting ~~Officer~~officer)

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