Acceleration/Increase of Financial Obligation, Financial Obligation (Form 8-K)

Item 2.04 Triggering Events that Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

As previously disclosed, effective February 3, 2025, Loop Media, Inc. (the "Company") and Retail Media TV, Inc., a wholly-owned subsidiary of the Company ("Retail Media" and together with the Company, the "Borrowers"), entered into a Loan and Security Agreement (the "Agreement") with Capital Foundry Funding, LLC (together with its affiliates, "Capital Foundry") for a revolving line of credit facility. Under the Agreement, the Borrowers granted to Capital Foundry a first-priority security interests on all of each Borrower's present and future property and assets, including the products and proceeds thereof (collectively, the "Collateral"). As of September 1, 2025, the Borrowers had outstanding obligations under the Agreement of approximately $1.935 million (the "Obligations").

On September 5, 2025, Capital Foundry delivered a notice of its reservation of rights under the Agreement, outlining that the Borrowers were in Default under the Loan Agreement for reasons including, but not limited to, having exceeded the Maximum Credit Amount (as defined under the Agreement) and the Borrowers not immediately paying Capital Foundry the excess of such Maximum Credit Amount, as required under the Agreement, and certain other defaults. On September 10, 2025, Capital Foundry delivered to the Borrowers a notice of disposition of collateral notifying the Borrowers that it intends to sell the Collateral in a public auction to be held on September 25, 2025 (the "Auction") to satisfy the Borrowers' outstanding Obligations under the Agreement. The Company expects that substantially all of its remaining assets will be sold in the Auction to satisfy the Obligations. To the extent the Auction concludes with the sale of substantially all of the Company's assets, the value of the Company's securities would decline dramatically or become worthless.

Item 8.01 Other Events.

On September 17, 2025, in connection with the proposed disposition of substantially all of the Company's assets and the potential winding up of the Company, the Company intends to file a Form 15 with the Securities and Exchange Commission (the "SEC") to deregister its securities under Section 12(g) of the Securities and Exchange Act of 1934, as amended (the "Exchange Act") and suspend its reporting obligations under the Exchange Act.

FORWARD-LOOKING STATEMENTS

This Current Report on Form 8-K includes certain statements that may constitute "forward-looking statements" for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements include any statements regarding the Auction, deregistration process, or winding up of the Company. These forward-looking statements are subject to various risks, uncertainties, assumptions, or changes in circumstances that are difficult to predict or quantify. Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors include, but are not limited to, the risks and uncertainties indicated from time to time in the section entitled "Risk Factors" in our annual report on Form 10-K and other filings with the SEC. The Company cautions that the foregoing list of factors is not exclusive, and readers should not place undue reliance upon any forward-looking statements, which speak only as of the date made. We do not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law.