UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June ~~March 25~~10, 2025

Loop Media, Inc.

(Exact Name of Registrant as Specified in Charter)

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

2600 West Olive Avenue, Suite 54470

Burbank, CA

91505

(Address of Principal Executive Offices)

(Zip Code)

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

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 2.~~01.~~04 ~~Entry~~Triggering ~~into~~Events that Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation Under an Off-Balance Sheet Arrangement.

~~Agile Capital~~May ~~Funding,~~2023 ~~LLC~~Secured Line of Credit

~~On March~~As 25previously reported, ~~2025~~effective as ~~(the~~of ~~“Agile~~May ~~Agreement~~10, ~~Effective Date”)~~2023, Loop Media, Inc., a Nevada corporation (the “Company”), ~~and~~ ~~Retail~~entered ~~Media~~into ~~TV, Inc.,~~ a ~~Nevada~~Secured ~~corporation and wholly~~Non-~~owned~~Revolving ~~subsidiary~~ Line of ~~the~~Credit ~~Company (“Retail Media”), entered into a Subordinated Business~~ Loan ~~and Security~~ Agreement (the “~~Agile~~May ~~Agreement”)~~2023 ~~with~~Secured ~~Agile~~Line ~~Capital~~of ~~Funding,~~Credit ~~LLC, a Virginia limited liability company (the “Agile Lender~~Agreement”), ~~and~~with ~~Agile~~several ~~Capital~~individuals ~~Funding,~~and ~~LLC, as collateral agent (the~~institutional ~~“Agile~~lenders ~~Collateral Agent”). The Agile Agreement provides~~ for ~~the~~loans ~~issuance~~of byup ~~the~~to ~~Company~~an aggregate of a$4.0 ~~Subordinated~~million ~~Secured Promissory Note~~ (the “~~Agile~~May ~~Note”)~~2023 inSecured ~~the~~Line ~~principal amount~~ of ~~$800~~Credit”),~~000.00~~ ~~(the~~as ~~“Agile~~evidenced ~~Loan”),~~by ~~representing,~~that incertain ~~part,~~Secured aNon-Revolving ~~refinancing~~Line of ~~existing~~Credit ~~indebtedness~~Promissory toNote ~~the~~issued ~~Agile~~May ~~Lender~~10, ~~which,~~2023 ~~as previously reported, was incurred by the Company on October 14, 2024~~ (the “~~October~~May ~~2024~~2023 ~~Agile~~Secured ~~Loan~~Note”)~~, at a lower factor rate and with a longer repayment period~~. ~~Of the $800,000.00~~The ~~proceeds~~May ~~from~~2023 ~~the~~Secured ~~Agile~~Line ~~Loan, $157,417.50 was used to repay the outstanding balance~~ of ~~principal~~Credit ~~and~~matured ~~interest~~twenty-four on(24) ~~the~~months ~~October~~from ~~2024 Agile Loan, with~~ the ~~balance,~~date ~~net an administration fee,~~ of ~~$602,582.50 being used for general operations. Principal and interest in~~ the ~~aggregate amount~~May of2023 ~~$1,112,000.00~~Secured ~~under~~Line ~~the Agile Note shall be repaid in weekly payments~~ of ~~$37~~Credit,~~066.67~~ ~~commencing~~ on ~~April~~May 310, 2025~~, and shall~~ ~~be repaid on or before the maturity date, which is thirty~~ (~~30) weeks from~~ the ~~Agile Agreement Effective Date, or October 23, 2025 (the~~ “~~Agile Note~~ Maturity Date”). The ~~Agile~~Company ~~Note~~granted ~~may be prepaid prior~~ to the ~~Agile~~lenders ~~Note~~under ~~Maturity Date, subject to a prepayment fee equal to~~ the ~~aggregate~~May ~~and~~2023 ~~actual~~Secured ~~amount~~Line of ~~interest~~Credit remaining to be paid through the Agile Note Maturity Date. The Agile Note provides for discounts on prepayment of the Agile Loan, including any partial prepayments, as follows: if paid within thirty (30) days of the Agile Agreement ~~Effective~~a ~~Date, the total aggregate principal and~~ security interest ~~due~~in onall ~~the New Agile Loan would be $920,000.00; if paid within sixty (60) days~~ of ~~the~~its ~~Agile~~present ~~Agreement Effective Date, the total principal~~ and ~~interest~~future ~~due~~assets ~~would be $1,000,000.00;~~ and ~~if paid within ninety (90) days of the Agile Agreement Effective Date~~properties, ~~the~~real ~~total~~or ~~principal and interest due would be $1~~personal,~~056,000.00.~~ ~~There~~tangible ~~can~~or ~~be no assurance that the Company will be able to make any prepayments~~intangible, inwherever ~~part or in full~~located, ~~within~~including products ~~these~~and ~~time~~proceeds ~~frames or at all~~thereof. ~~Payment~~On ~~under~~ the ~~Agile~~Maturity ~~Note will be subordinated to any future senior indebtedness incurred by the Company after the Agile Agreement Effective~~ Date, as ~~further provided in~~ the ~~Agile~~May ~~Agreement.~~2023 ~~The~~Secured ~~Company~~Line ~~granted~~of ~~the~~Credit ~~Agile~~had ~~Collateral Agent~~ a ~~security~~principal ~~interest~~balance, ~~for~~including ~~the~~accrued ~~benefit of the Agile Lender~~interest, ~~in certain properties, rights and assets of the Company, as set forth in the Agile Agreement. The Agile Collateral Agent~~ ~~shall~~amounting ~~only be permitted~~ to ~~perfect~~eight ~~its~~hundred ~~interest~~eighty-nine inthousand ~~and~~dollars ~~file a financing statement upon an Event of Default~~ (as$889,000) ~~defined~~owed into ~~the~~three ~~Agile~~remaining ~~Agreement)~~lenders.

~~The~~On June 10, 2025, in response to the Company’s ~~agreed~~failure to ~~certain~~pay ~~covenants~~the ~~under~~balances owed on the ~~Agile~~Maturity ~~Agreement~~Date, ~~including~~the ~~but~~Company ~~not~~received ~~limited~~a todemand ~~delivery~~notice ofand ~~certain~~reservation ~~financial statements~~of ~~and~~rights ~~providing~~letter (the ~~Agile~~“June ~~Lender~~10 ~~with~~Notice”) ~~prompt~~from ~~notice~~one ~~upon~~of the ~~occurrence~~lenders under the May 2023 Secured Line of ~~certain~~Credit ~~events~~Agreement as( “Lender ~~set~~No. ~~forth~~1”) indeclaring the ~~Agile~~loan ~~Agreement.~~thirty ~~The~~(30) ~~Company also~~days ~~agreed~~past todue ~~certain~~and ~~negative~~demanding ~~covenants~~payment of the full balance, including ~~but~~outstanding principal ~~not~~and ~~limited~~interest, owed to Lender No. 1 within ten (10) days of the ~~creation~~date of ~~additional~~the ~~liens~~June 10 Notice, failing which, Lender No. 1 may proceed with ~~respect~~exercising all rights and remedies available to ~~the~~it ~~collateral~~ at law, in equity, and pursuant to the ~~sale~~applicable ofloan ~~assets~~documents. ~~outside~~The ofaggregate principal ~~the~~amount ~~ordinary~~owed ~~course~~to ofLender ~~business,~~No. ~~without~~1 on the ~~prior~~Maturity ~~written~~Date ~~consent~~was ofthree ~~the~~hundred ~~Agile~~thousand ~~Lender~~dollars ($300,000).

~~The Agile~~Pursuant ~~Agreement~~to ~~provides~~the ~~for~~terms ~~certain~~of the ~~standard~~May ~~events~~2023 Secured Line of ~~defaults~~Credit Agreement, ~~including~~after ~~but~~the ~~not~~occurrence ~~limited~~and toduring the ~~(i)~~continuance ~~failure~~of toan ~~make~~Event ~~any~~of ~~required~~Default ~~payment~~thereunder ~~under~~(and ~~the~~after ~~Agile~~giving ~~Note,~~of ~~(ii)~~any ~~occurrence~~required ofnotice aand ~~material~~the ~~adverse~~expiration ~~change~~of inany ~~the~~applicable ~~business,~~cure ~~operations~~period), orthe ~~condition~~per annum effective rate of ~~the~~interest on ~~Company~~all oroutstanding principal under the ~~Company and~~May ~~its~~2023 ~~subsidiaries~~Secured Note, aswhich ais ~~whole,~~twelve ~~and~~percent (~~iii~~12%), ~~the~~shall ~~filing~~be ofincreased ~~any~~by ~~notice~~five ofhundred a(500) basis ~~lien,~~points. ~~levy,~~All orsuch ~~assessment~~increases ~~against~~may ~~the~~be ~~Company~~applied orretroactively ~~its~~to ~~material subsidiaries~~the bydate ~~any~~of ~~government~~the ~~agency.~~occurrence Inof ~~addition~~such toEvent of Default. If the ~~fixed~~Company is ~~per~~unable ~~annum~~to ~~rate~~comply ~~that~~with isthe ~~otherwise~~demands ~~applicable~~set ~~under~~out in the ~~Agile~~June ~~Note~~10 Notice, athere ~~default interest~~can ~~rate~~be ofno 5%assurance ~~will~~as to ~~become~~whether ~~effective~~Lender ~~upon~~No. ~~the~~1 ~~occurrence~~will ofseek anto ~~event~~enforce ofits ~~default~~rights under the ~~Agile~~May 2023 Secured Note.

The ~~foregoing~~ ~~descriptions~~Bellino ofTrust ~~the~~$2M ~~Agile~~Convertible ~~Agreement and the Agile~~ Note are not complete and are qualified in their entirety by reference to the full text of such agreements, the forms of which are filed as Exhibits 10.1 and 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

~~Item~~As previously reported, on October 18, 2024, the Company issued a Convertible Promissory Note to the Joseph G. Bellino Trust Dated November 30, 2023 (the “Bellino Trust”), in the principal amount of two million dollars ($2,000,000) (the “Bellino Trust $2M Convertible Note”).03 The Bellino Trust $2M Convertible Note accrues interest at thirty percent (30%) per annum, and unless converted into common stock of the Company, par value $0.0001 ~~Creation~~per share (the “Common Stock”), the entire principal amount of athe ~~Direct~~Bellino ~~Financial~~Trust $2M ~~Obligation~~Convertible orNote, anplus ~~Obligation~~accrued ~~Under~~and anunpaid ~~Off-Balance~~interest, ~~Sheet~~is ~~Arrangement~~due and payable by the Company on the date that is twelve (12) months after the date of issue. The Bellino Trust $2M Convertible Note is guaranteed personally by Bruce A. Cassidy, the Company’s Executive Chairman of its Board of Directors and a ~~Registrant~~significant stockholder of the Company.

~~The information~~On ~~set~~June ~~forth~~16, ~~above~~2025, in ~~Item~~response to the Company’s failure to make a payment on June 1~~.01~~, of2025, ~~this~~the ~~Current~~Company ~~Report~~received written notice from the Bellino Trust declaring a default on ~~Form~~the ~~8-K~~Company’s ~~regarding~~payment obligations under the ~~Agreement~~Bellino Trust $2M Convertible Note and ~~Loan~~stating that it will proceed with the necessary actions in accelerating repayment of all principal and interest due under the Bellino Trust $2M Convertible Note (the “June 16 Bellino Trust Notice”). If the Company is ~~incorporated~~unable ~~herein~~to bycomply with the demands set out in the June 16 Bellino ~~reference~~Trust Notice, there can be no assurance as to whether the Bellino Trust will seek to enforce its rights under the Bellino Trust $2M Convertible Note.

~~Item 9.01.~~1800 ~~Financial~~Diagonal ~~Statements~~Lending Promissory and ~~Exhibits.~~Bridge Notes

As previously reported, the Company entered into the following securities purchase agreements with, and issued promissory notes to, 1800 Diagonal Lending, LLC (d)the ~~Exhibits.~~“1800 Diagonal Lender”):

Exhibit No.		Description
4.1		Agile Note issued by the Company and Retail Media in favor of the Agile Lender, dated March 25, 2025
10.1		Agile Agreement among the Company, Retail Media, the Agile Lender and the Agile Collateral Agent, dated March 25, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

●

Securities Purchase Agreement dated October 11, 2024 (the “1800 Diagonal $138,000 Promissory Note Agreement”), pursuant to which the 1800 Diagonal Lender made a loan to the Company, evidenced by a Promissory Note (the “1800 Diagonal $138,000 Promissory Note”), in the aggregate principal amount of $138,000, including an original issue discount of $23,000;

~~SIGNATURES~~● Securities Purchase Agreement dated October 11, 2024 (the “1800 Diagonal $49,200 Bridge Note Agreement”), pursuant to which the 1800 Diagonal Lender made a loan to the Company, evidenced by a Bridge Note (the “1800 Diagonal $49,200 Bridge Note”), in the aggregate principal amount of $49,200, including an original issue discount of $23,000;

~~Pursuant to~~● ~~the~~Securities ~~requirements~~Purchase ofAgreement dated December 17, 2024 (the ~~Securities~~“1800 ~~Exchange~~Diagonal ~~Act~~$31,200 ofPromissory ~~1934~~Note Agreement”), pursuant to which the ~~registrant~~1800 ~~has~~Diagonal ~~duly~~Lender ~~caused~~made ~~this~~a ~~report~~loan to bethe ~~signed~~Company, onevidenced ~~its~~by ~~behalf~~a by Promissory Note (the ~~undersigned~~“1800 Diagonal $31,200 ~~hereunto~~Promissory ~~duly~~Note”), ~~authorized.~~in the aggregate principal amount of $31,200, including an original issue discount of $5,200; and

Date:	March 28, 2025	LOOP MEDIA, INC.
		By:	/s/ Justis Kao
			Justis Kao, Chief Executive Officer

●

Securities Purchase Agreement dated October 11, 2024 (the “1800 Diagonal $96,000 Bridge Note Agreement”), pursuant to which the 1800 Diagonal Lender made a loan to the Company, evidenced by a Bridge Note (the “1800 Diagonal $96,000 Bridge Note”), in the aggregate principal amount of $96,000, including an original issue discount of $16,000,

(the above-referenced notes being referred to individually as an “1800 Diagonal Note” and collectively as the “1800 Diagonal Notes”).

On June 20, 2025, in response to the Company’s failure to make payments due on June 16, 2025, in the aggregate amount of $79,260, which breach continued for five (5) days without cure, the Company received a notice of default and demand letter from the 1800 Diagonal Lender (the “June 20 1800 Diagonal Lender Notice”). The June 20 1800 Diagonal Lender Notice calls a default under the 1800 Diagonal Notes and, not accounting for the Conversions (defined below), demand was made for immediate payment of a sum representing 150% of the remaining outstanding principal balance under each 1800 Diagonal Note (150% representing the multiplier upon the occurrence of an event of default), for an aggregate principal amount of $286,326, plus accrued interest and default interest at the rate of twenty-two percent (22%) as provided in the 1800 Diagonal Notes.

In addition, on each of June 20, 2024, and June 24, 2025, the 1800 Diagonal Lender elected to convert $15,000 and $20,000, respectively, of the amount owed under the 1800 Diagonal $138,000 Promissory Note into 1,152,073 shares and 1,498,127 shares of Common Stock, respectively, as provided for in Article IV of the 1800 Diagonal $138,000 Promissory Note (together, the “Conversions”). As a result of these Conversions, an aggregate of $36,310.00 remains due under the 1800 Diagonal $138,000 Promissory Note. If the Company is unable to comply with the demands set out in the June 20 1800 Diagonal Lender Notice, there can be no assurance as to whether the 1800 Diagonal Lender will seek to enforce its rights under the 1800 Diagonal Notes, including converting additional amounts under the 1800 Diagonal Notes into shares of Common Stock and sell those shares in the public market.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Date: July 1, 2025	LOOP MEDIA, INC.

	By:	/s/ Justis Kao
		Justis Kao, Interim Chief Executive Officer

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