UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~Section 13 ORor 15(d) ~~OF THE SECURITIES EXCHANGE ACT OF 1934~~of

~~Date~~the ofSecurities ~~Report~~Exchange ~~(Date~~Act of ~~earliest event reported): September 5, 2025~~1934

~~LOOP~~Date ~~MEDIA~~of report (Date of earliest event reported): October 9, ~~INC.~~2025

~~(Exact~~Loop ~~name~~Media, ~~of registrant as specified in its charter)~~Inc.

Nevada		001-41508		47-3975872
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

(Exact Name of Registrant as Specified in Charter)

2600 West Olive Avenue, Suite 5470

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

Burbank, CA 91505

2600 West Olive Avenue, Suite 54470

Burbank, CA

91505

(Address of Principal Executive Offices)

(Zip Code)

~~(Address~~Registrant’s oftelephone ~~principal executive offices~~number, including ~~zip~~area code: (213) 436-2100

(213) 436-2100

(Registrant’s telephone number, including area code)

N/A

(Former ~~name~~Name or ~~former~~Former ~~address~~Address, if ~~changed~~Changed ~~since~~Since ~~last~~Last ~~report~~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 21.0403 ~~Triggering~~Bankruptcy ~~Events that Accelerate~~ or ~~Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Receivership.

AsOn ~~previously~~October ~~disclosed~~9, ~~effective February 3,~~ 2025, Loop Media, Inc. (the “Company”), and its wholly-owned subsidiary, Retail Media TV, Inc., ~~a wholly-owned subsidiary of the Company~~ (“~~Retail Media~~RMTV” and ~~together with the Company~~collectively, the “~~Borrowers~~Debtors”), ~~entered~~each ~~into~~filed a ~~Loan and~~voluntary ~~Security~~petition ~~Agreement~~for relief (the “~~Agreement~~Bankruptcy Filings”) ~~with~~under Chapter ~~Capital~~7 ~~Foundry~~of ~~Funding,~~Title ~~LLC~~11 ~~(together~~of ~~with~~the ~~its~~United ~~affiliates~~States Code, ~~“Capital Foundry”)~~11 ~~for~~U.S.C. a§101 ~~revolving~~et ~~line of credit facility~~seq. ~~Under~~ (the ~~Agreement,~~“Bankruptcy ~~the~~Code”). ~~Borrowers~~The ~~granted to Capital Foundry a first-priority~~Debtors’ ~~security~~Bankruptcy ~~interests~~Filings onwere ~~all~~lodged ofin ~~each~~the ~~Borrower’s~~United ~~present~~States ~~and~~Bankruptcy ~~future~~Court ~~property~~for ~~and assets, including~~ the ~~products~~District ~~and~~of ~~proceeds~~Nevada ~~thereof~~ (~~collectively,~~ the “~~Collateral~~Bankruptcy Court”). under AsCase ofNos. ~~September~~25-50945 1,and ~~2025~~25-50944, ~~the~~respectively ~~Borrowers had outstanding obligations under the Agreement of approximately $1.935 million~~ (the “~~Obligations~~Bankruptcy Cases”).

OnAs ~~September 5, 2025, Capital Foundry delivered~~ a ~~notice~~result of ~~its reservation of rights under~~ the ~~Agreement,~~Bankruptcy ~~outlining that the Borrowers were in Default under the Loan Agreement for reasons including~~Filings, ~~but~~W. ~~not~~Donald ~~limited~~Gieseke ~~to,~~has ~~having~~been ~~exceeded~~appointed ~~the Maximum Credit Amount (~~as ~~defined under~~Chapter ~~the~~7 ~~Agreement)~~trustee and ~~the~~he ~~Borrowers~~will ~~not~~administer ~~immediately paying Capital Foundry~~ the ~~excess of such Maximum Credit Amount, as required under~~Debtors’ ~~the~~Bankruptcy ~~Agreement~~Cases, ~~and~~including ~~certain~~liquidating ~~other~~assets ~~defaults. On September 10, 2025, Capital Foundry delivered to the Borrowers a notice~~ of ~~disposition of collateral notifying~~ the ~~Borrowers~~Debtors ~~that~~in itaccordance ~~intends~~with ~~to sell~~ the ~~Collateral~~Bankruptcy inCode. aPursuant ~~public auction~~ to be11 ~~held~~U.S.C. ~~on September 25, 2025~~ §341(~~the “Auction”~~a) ~~to satisfy the Borrowers’~~, ~~outstanding~~an ~~Obligations~~initial ~~under~~meeting ~~the Agreement. The Company expects that substantially all~~ of ~~its~~creditors ~~remaining~~has ~~assets~~been ~~will~~scheduled befor ~~sold~~November in6, ~~the~~2025, ~~Auction to~~at ~~satisfy~~2:30 ~~the Obligations~~p.m. ToPacific ~~the~~Time, ~~extent~~and the ~~Auction~~Notice ~~concludes with the sale~~ of ~~substantially~~Chapter ~~all~~7 ~~of the Company’s assets, the~~Bankruptcy ~~value~~Case offiling ~~the~~has ~~Company’s~~been ~~securities~~mailed ~~would~~to ~~decline~~all ~~dramatically~~known ~~or become worthless~~creditors.

Item 82.0104 ~~Other~~Triggering Events that Accelerate or Increase a Direct Financial Obligation or Obligation under an Off-Balance Sheet Arrangement.

OnThe ~~September~~Bankruptcy ~~17,~~Filings ~~2025,~~may intrigger ~~connection~~events ~~with~~of ~~the~~default ~~proposed~~under ~~disposition~~certain of ~~substantially all of~~ the ~~Company~~Debtors’s ~~assets~~contracts, ~~and~~agreements ~~the~~or ~~potential~~debt instruments, ~~winding~~which upmay ofresult ~~the~~in ~~Company,~~ the ~~Company~~termination ~~intends~~of, toor ~~file~~an aacceleration ~~Form~~of ~~15 with~~ the ~~Securities~~Debtors’ ~~and~~obligations ~~Exchange Commission (the “SEC”) to deregister its securities~~ under, ~~Section~~such ~~12(g)~~contracts, ofagreements ~~the~~or ~~Securities~~debt instruments. ~~and~~Such ~~Exchange~~events ~~Act~~ of ~~1934~~defaults, ashowever, ~~amended~~may ~~(the~~be ~~“Exchange~~stayed ~~Act”) and~~pursuant ~~suspend~~to ~~its~~11 ~~reporting~~U.S.C. ~~obligations under the Exchange Act~~§362.

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~8.01. Other Events.

~~This~~The ~~Current~~audit ~~Report on Form 8-K includes certain statements that may constitute “forward-looking statements” for purposes~~ of the ~~federal~~ ~~securities~~Company’s ~~laws.~~financial ~~Forward-looking~~ statements ~~include,~~for ~~but~~its ~~are~~fiscal ~~not~~year ~~limited~~ended ~~to,~~September ~~statements that refer to projections~~30, ~~forecasts or other characterizations of future events or circumstances~~2025, ~~including~~by 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~~Company’s ofindependent ~~these words~~registered ~~does~~public ~~not~~accounting ~~mean~~firm ~~that~~was ~~a statement is~~ not ~~forward-looking. These forward-looking statements include any statements regarding the Auction~~completed, ~~deregistration~~ ~~process,~~and ~~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 beno ~~important~~longer ~~factors~~have ~~that~~the ~~could cause~~capability ~~actual outcomes or results~~ to ~~differ~~prepare ~~materially~~and ~~from~~file ~~those~~with ~~indicated in these statements. These factors include, but are not limited to,~~ the ~~risks~~ Securities and ~~uncertainties~~Exchange ~~indicated~~Commission ~~from time to time in~~ the ~~section~~Company’s ~~entitled~~Annual ~~“Risk~~Report ~~Factors” in our annual report~~ on Form 10-K ~~and~~for ~~other filings with~~ the ~~SEC.~~fiscal ~~The~~year ~~Company~~ended ~~cautions~~September ~~that the foregoing list of factors is not exclusive~~30, ~~and readers should not place undue reliance upon any forward-looking statements~~2025, ~~which speak only as of the date made. We do not undertake~~ or ~~accept~~ any ~~obligation~~ orother ~~undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its~~periodic ~~expectations or any change in events, conditions or circumstances on which any such statement is based, except as required by law~~reports.

~~SIGNATURE~~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.

	LOOP MEDIA, INC.
Date:	October 17, 2025	LOOP MEDIA, INC.
Dated: September 17, 2025	By:	/s/ Justis Kao
		By:	/s/ Justis Kao
		Justis Kao
			Justis Kao, Chief Executive Officer
		Interim Chief Executive Officer

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