Loop Media (LPTV) Prices 9.65M Share Offering at $0.15/sh

Loop Media, Inc. ("Loop Media" or "our" or the "Company") (NYSE American: LPTV), a leading multichannel streaming CTV platform that provides curated music videos, sports, news, premium entertainment channels and digital signage for businesses, announced today that it has entered into a definitive securities purchase agreement for the purchase and sale of an aggregate of 9,652,174 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $0.15 per share of common stock (or common stock equivalent) in a registered direct offering. The offering is expected to close on or about June 3, 2024 subject to the satisfaction of customary closing conditions.

Additionally, in a concurrent private placement the Company entered into a definitive securities purchase agreement with a certain director of the Company for the purchase and sale of an aggregate of 4,347,826 shares of the Company’s common stock (or common stock equivalents) at a purchase price of $0.2309.

Roth Capital Partners is acting as the exclusive placement agent for the offering.

The Company expects the gross proceeds from the offering to be approximately $2.45 million, before deducting the placement agent’s fees and other estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the proposed offering for working capital and to fund operations.

A shelf registration statement on Form S-3 (File No. 333-268957) relating to the shares of common stock (and common stock equivalents) to be issued in the offering was previously filed with the Securities and Exchange Commission (the “SEC”) and is currently effective. The offering is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement, relating to the offering that will be filed with the SEC. Electronic copies of the final prospectus supplement and accompanying prospectus may be obtained, when available, on the SEC’s website at http://www.sec.gov or by contacting Roth Capital Partners, LLC at 888 San Clemente Drive, Newport Beach CA 92660, by phone at (800) 678-9147 or by email at [email protected].

The shares of common stock (or common stock equivalents) offered in the private placement described above were offered under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act, or applicable state securities laws. Accordingly, the shares of common stock (or common stock equivalents) may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Act and such applicable state securities laws. The Company has agreed to file a registration statement with the SEC registering the resale of the unregistered shares of common stock (or common stock equivalents).

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the shares of common stock (or common stock equivalents), nor will there be any sale of the shares of common stock (or common stock equivalents) in any state or other jurisdiction in which such offer, solicitation or sale is not permitted.

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