Loop Industries, Inc.

Previous wording

Since our inception in 2010, we have incurred net losses. Our net loss for the year ended February 28, 2025 was $15.1 million and we have earned limited revenues to date. We have financed our operations primarily through sales of capital stock and incurrence of debt and have devoted substantial efforts to research and development, process engineering, as well as building our team and business partnerships. We expect to continue to incur significant expenses and operating losses for the foreseeable future, and our net losses may fluctuate significantly from quarter to quarter. Although we believe that our business plan has significant profit potential, there is no assurance that we will attain profitable operations or that management will succeed in realizing our business objectives.

Current wording

Since our inception in 2010, we have incurred net losses. Our net loss for the year ended February 28, 2026 was $12.2 million and we have earned limited revenues to date. We have financed our operations primarily through sales of capital stock and incurrence of debt and have devoted substantial efforts to research and development, process engineering, as well as building our team and business partnerships. We expect to continue to incur significant expenses and operating losses for the foreseeable future, and our net losses may fluctuate significantly from quarter to quarter. As of February 28, 2026, management has determined that our existing cash resources, together with amounts available under our undrawn credit facility, will not be sufficient to fund our ongoing operations, obligations and commitments for at least the next twelve months from the issuance date of our audited consolidated financial statements. These conditions raise substantial doubt about our ability to continue as a going concern. Although we believe that our business plan has significant profit potential, there is no assurance that we will attain profitable operations or that management will succeed in realizing our business objectives.

Previous wording

We expect to continue incurring operating losses, as our revenues are not yet sufficient to offset the costs of our business operations. While we have begun generating revenue, including a €10.0 million upfront licensing fee under our transactions with Reed and $0.4 million in engineering services revenue from our India JV in the quarter ended February 28, 2025, we may not generate material revenues from licensing or product sales for several years. If we are not able to develop our business as anticipated, the revenues we generate may not be sufficient to support our operations or achieve profitability. There can be no assurance that we will successfully generate sufficient revenues in the future, and failure to do so would prevent us from earning profits or continuing operations.

Current wording

We expect to continue incurring operating losses, as our revenues are not yet sufficient to offset the costs of our business operations. While we have generated $0.5 million in engineering services revenue from our India JV in the year ended February 28, 2026, we may not generate material revenues from licensing or product sales for several years. If we are not able to develop our business as anticipated, the revenues we generate may not be sufficient to support our operations or achieve profitability. There can be no assurance that we will successfully generate sufficient revenues in the future, and failure to do so would prevent us from earning profits or continuing operations.

Previous wording

The business environment in which we operate has been impacted by the effects of worldwide macroeconomic uncertainty. Economic activity improved slightly during 2024; however, economic concerns remain as a result of the cumulative weight of uncertainty regarding the economic conditions in the United States, where our securities are listed and in foreign countries, including global political hostilities and other financial disruptions. The imposition of broad tariffs by the United States in April 2025 has contributed to global market volatility. These protectionist measures have intensified trade tensions and heightened economic uncertainty, which may adversely impact investor confidence and constrain the availability of capital. Inflationary pressures have persisted and may continue to rise, driven by supply-demand imbalances, ongoing supply chain disruptions, and broader pricing pressures. The near-term outlook for global markets remains uncertain, and strategic risks, including potentially rising interest rates and sluggish economic growth, continue to pose challenges to many business models.

Current wording

The business environment in which we operate has been impacted by the effects of worldwide macroeconomic uncertainty. Economic concerns remain as a result of the cumulative weight of uncertainty regarding the economic conditions in the United States, where our securities are listed and in foreign countries, including global political hostilities and other financial disruptions. The imposition of broad tariffs by the United States in April 2025 has contributed to global market volatility. These protectionist measures have intensified trade tensions and heightened economic uncertainty, which may adversely impact investor confidence and constrain the availability of capital. Inflationary pressures have persisted and may continue to rise, driven by supply-demand imbalances, ongoing supply chain disruptions, and broader pricing pressures. The near-term outlook for global markets remains uncertain, and strategic risks, including potentially rising interest rates and sluggish economic growth, continue to pose challenges to many business models.

Previous wording

Our technology may not be successful in developing commercial products.

Current wording

Our technology may not be successful in achieving widespread commercial success at scale.

Previous wording

We and our collaborators may spend many years and dedicate significant financial and other resources to developing our technology that may never be successfully commercialized at scale. Our technology may never achieve widespread commercial success for, among others, any of the following reasons:

Current wording

Our technology may never achieve widespread commercial success for, among others, any of the following reasons:

Previous wording

We are currently advancing a joint venture with Ester to construct the Infinite Loop™ India manufacturing facility, which is expected to produce approximately 70,000 tons per year of Loop branded PET resin and polyester fiber. This project is in the early stages of development, with groundbreaking expected in the second half of calendar 2025 and commercial operations projected to begin in calendar 2027. The total initial funding requirement is estimated at approximately $176 million and is expected to be financed through a combination of debt and equity capital. The success of the facility depends on a number of factors, many of which are outside of our control.

Current wording

We are currently advancing a joint venture with Ester to construct the Infinite Loop™ India manufacturing facility, which is expected to produce approximately 70,000 tons per year of Loop branded PET resin and polyester fiber. This project is in the early stages of development, and there can be no assurance when commercial operations will begin. The total initial funding requirement is estimated at approximately $165 to $170 million and is expected to be financed through a combination of debt and equity capital. The success of the facility depends on a number of factors, many of which are outside of our control.

Previous wording

The demand for rPET has historically fluctuated with the price of crude oil. Recent volatility in global financial markets and a resulting decline in oil prices have increased uncertainty in the pricing dynamics of the plastics industry. If crude oil prices decline, the cost to manufacture rPET may become comparatively higher than the cost to manufacture virgin alternatives. This could reduce demand for recycled alternatives if customers prioritize cost over sustainability. Our ability to penetrate the market will depend in part on the cost of manufacturing of our products, and if we do not successfully distinguish our products from those of virgin manufacturers our entry into the market and our ability to secure customer contracts can be adversely affected.

Current wording

The demand for rPET has historically fluctuated with the price of crude oil. Recent volatility in global financial markets and in oil prices have increased uncertainty in the pricing dynamics of the plastics industry. If crude oil prices decline, the cost to manufacture rPET may become comparatively higher than the cost to manufacture virgin alternatives. This could reduce demand for recycled alternatives if customers prioritize cost over sustainability. Our ability to penetrate the market will depend in part on the cost of manufacturing of our products, and if we do not successfully distinguish our products from those of virgin manufacturers our entry into the market and our ability to secure customer contracts can be adversely affected.

Previous wording

We currently have several financing arrangements in place that contain restrictions and potential cash obligations. For example, our Series B CPS issued to an affiliate of Reed carries voting rights and a 13% cumulative annual PIK dividend, and is redeemable by the holder on the fifth anniversary of issuance. Additionally, we have a $2.4 million (CDN $3.5 million) secured credit facility with a Canadian bank, which is secured by the Company’s Terrebonne, Québec property and is subject to a minimum equity covenant tested quarterly. These existing and potential obligations, together with any new financings we may pursue, could impact our future liquidity and operational flexibility.

Current wording

We currently have several financing arrangements in place that contain restrictions and potential cash obligations. For example, our Series B CPS issued to an affiliate of Reed carries voting rights and a 13% cumulative annual PIK dividend, and is redeemable by the holder on the fifth anniversary of issuance. Additionally, we have a $2.6 million (CDN $3.5 million) secured credit facility with a Canadian bank, which is secured by the Company’s Terrebonne, Québec property. As of February 28, 2026, we have a loan from Investissement Quebec with an outstanding balance of $3.0 million (CDN $4.1 million). These existing and potential obligations, together with any new financings we may pursue, could impact our future liquidity and operational flexibility.

Previous wording

As at May 28, 2025, Mr. Daniel Solomita, our President and Chief Executive Officer, Chairman of the Board of Directors, and controlling stockholder, beneficially owns 19,108,722 shares of common stock, or 40.0% of our issued and outstanding shares of common stock and also holds one share of Series A Preferred Stock. The one share of Series A Preferred Stock issued to Mr. Solomita holds a majority of the total voting power so long as Mr. Solomita holds not less than 7.5% of the total number of outstanding shares of our common stock on February 12, 2016 (as adjusted for any stock splits and stock dividends effected after February 12, 2016), assuring Mr. Solomita of control of the Company in the event that his ownership of the issued and outstanding shares of our common stock is diluted to a level below a majority. Currently, Mr. Solomita’s beneficial ownership of 19,108,722 shares of common stock and one share of Series A Preferred Stock provides him with 74.1% of the voting control of the Company.

Current wording

As at May 26, 2026, Mr. Daniel Solomita, our President and Chief Executive Officer, Chairman of the Board of Directors, and controlling stockholder, beneficially owns 20,015,516 shares of common stock, or 41.4% of our issued and outstanding shares of common stock and also holds one share of Series A Preferred Stock. The one share of Series A Preferred Stock issued to Mr. Solomita holds a majority of the total voting power so long as Mr. Solomita holds not less than 7.5% of the total number of outstanding shares of our common stock on February 12, 2016 (as adjusted for any stock splits and stock dividends effected after February 12, 2016), assuring Mr. Solomita of control of the Company in the event that his ownership of the issued and outstanding shares of our common stock is diluted to a level below a majority. Currently, Mr. Solomita’s beneficial ownership of 20,015,516 shares of common stock and one share of Series A Preferred Stock provides him with 76.0% of the voting control of the Company.

Previous wording

We currently have an effective shelf registration statement on Form S-3 (File No. 333-281883), declared effective by the SEC on September 10, 2024, which allows us to offer and sell up to $175 million in any combination of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights, and units. In addition, we have an effective resale registration statement on Form S-3 (File No. 333-281224), declared effective by the SEC on August 14, 2024, covering up to 7,072,220 shares of common stock (including up to 4,714,813 shares of outstanding common stock and up to 2,357,407 shares issuable upon exercise of warrants which have since expired) held by a selling stockholder, which was filed pursuant to the Investor Rights Agreement with SKGC entered into in July 2021.

Current wording

We currently have an effective shelf registration statement on Form S-3 (File No. 333-281883), declared effective by the SEC on September 10, 2024, which allows us to offer and sell up to $175.0 million in any combination of debt securities, common stock, preferred stock, depositary shares, warrants, subscription rights, and units. In addition, on July 3, 2025, weentered into an At the Market Offering Agreement (the “Sales Agreement”) with Roth Capital Partners, LLC (“Roth”), pursuant to which we may offer and sell shares of our common stock having an aggregate offering price of up to $15.0 million from time to time through Roth, acting as sales agent or principal, in transactions that may be deemed to be “at-the-market” offerings under Rule 415 promulgated under the Securities Act (the “ATM Equity Offering”. As of February 28, 2026, the Company had sold 510,435 shares of common stock under the Sales Agreement, and as of May 26, 2026, the Company had approximately $14.1 million of capacity remaining under the ATM Equity Offering.