Management Change/Compensation Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Departures of Directors

Effective September 30, 2024, each of Mr. Jon Niermann ("Mr. Niermann"), Mr. David Saint-Fleur ("Mr. Saint-Fleur") and Ms. Sonya Zilka ("Ms. Zilka") resigned from their positions as Directors of the Board of Directors of Loop Media, Inc. (the "Company"). The resignations were not because of a disagreement with the Company on any matter relating to the Company's operations, policies or practices. The Board of Directors has accepted each resignation and wishes Mr. Saint-Fleur and Ms. Zilka well in their future endeavors. Mr. Niermann will continue with the Company as a member of the management team in his current role in outward-facing sales and distribution.

Departure of Chief Financial Officer

Effective as of September 30, 2024 (the "Departure Effective Date"), following the expiration of his employment agreement dated September 30, 2021, Mr. Neil Watanabe ("Mr. Watanabe"), the Company's Chief Financial Officer ("CFO"), departed from his role as CFO of the Company after three years of service to pursue other opportunities outside of the Company. In accordance with the terms of a Separation and General Release Agreement entered into between Mr. Watanabe and the Company (the "CFO Separation Agreement"), effective as of October 4, 2024 (the "CFO Separation Agreement Effective Date"), provided that Mr. Watanabe does not revoke the CFO Separation Agreement within seven (7) days of the CFO Separation Agreement Effective Date, Mr. Watanabe will receive (i) six (6) months' severance, payable over a twelve-month period on the Company's regular payroll schedule, subject to applicable tax withholdings; (ii) a lump-sum payment on September 30, 2025, of the balance due on the FY2022 Bonus (as defined below); (iii) reimbursement of insurance premium payments for a term of twelve (12) months; (iv) accelerated vesting of all stock options ("Existing Stock Options") and restricted stock units (generally, "RSUs," such RSUs, the "Existing RSUs," and together with the Existing Stock Options, the "Existing Equity Grants") that had been granted to Mr. Watanabe prior to the Departure Effective Date under the Company's Amended and Restated 2020 Equity Incentive Compensation Plan (the "Plan"), such that all Existing Equity Grants will become fully vested upon Mr. Watanabe executing the CFO Separation Agreement; and (v) an extension the time period for exercise of the Existing Stock Options through September 30, 2026 (the "Extended Exercise Period"). Further, the Existing Stock Options will be eligible for any repricing, exchange or modifications under the same terms and conditions that are extended and offered to other senior executive officers of the Company through the Extended Exercise Period.

The foregoing description of the CFO Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the CFO Separation Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

In an effort to ensure an orderly transition for his successor, Mr. Watanabe has agreed to remain an advisor to the Company and has entered into a Consultant Advisory Agreement with the Company, effective as of September 30, 2024 (the "Advisory Agreement"). Pursuant to the Advisory Agreement, Mr. Watanabe has been granted 40,000 RSUs under the Plan, with twenty-five percent (25%) vesting on the third month anniversary of the date of grant and quarterly thereafter in equal amounts through September 30, 2025. These RSUs held by Mr. Watanabe will immediately vest upon a Change of Control (as defined in the Company's Amended and Restated 2020 Equity Incentive Compensation Plan, previously filed on August 10, 2021, as Exhibit 4.6 of the Company's Registration Statement on Form S-8). The Advisory Agreement can be terminated by either party upon thirty (30) days' prior written notice.

Appointment of Interim Chief Financial Officer

Effective October 1, 2024, Mr. Ari Olgun ("Mr. Olgun") was appointed to serve as Interim Chief Financial Officer ("Interim CFO") to fill the vacancy created by Mr. Watanabe's departure from the Company. Up to the date of his appointment, Mr. Olgun served as the Company's VP Controller since he joined the Company in March 2022, and has served as a Director of our wholly-owned subsidiary, EON Media Group Pte. Ltd. since June 2022. Concurrent with his appointment as Interim CFO, Mr. Olgun was appointed as Director and Treasurer of the Company's wholly-owned subsidiary, Retail Media TV, Inc. Prior to joining the Company, Mr. Olgun founded California Language Academy, an international language school conglomerate and served as its Chief Financial Officer and Chief Executive Officer from 2010 to 2021. From 2020 to 2022, Mr. Olgun served as a SPAC and Technical Accounting Consultant for Surf Air, a privately held company in the airline industry. Prior to that, he served as the Director of Financial Reporting and Technical Accounting for United Pacific Oil from 2018 to 2022, and he served as Interim CFO, Director of Finance, and Corporate Controller at David & Goliath LLC, a privately held advertising agency from 2009 to 2015. From 2007 to 2008, Mr. Olgun served as Revenue Controller at TIBCO Software, Inc. (NASDAQ: TIBX), a publicly traded software and technology company that provides real-time data to modern enterprises. Mr. Olgun started his career at Ernst & Young LLP, holds a CPA license from the California Board of Accountancy, and received a Bachelor of Arts in Business Management and Economics from the University of California, Santa Cruz, and a Master of Science in Accountancy from the University of Notre Dame.

There have been no transactions since the beginning of the Company's last fiscal year in which the Company is a participant and in which Mr. Olgun or any members of his immediate family have any interest that are required to be reported under Item 404(a) of Regulation S-K. No family relationships exist between Mr. Olgun and any of the Company's directors or executive officers. The appointment of Mr. Olgun was not pursuant to any arrangement or understanding between him and any person, other than a director or executive officer of the Company acting in his or her official capacity.

In connection with his appointment as Interim CFO, Mr. Olgun entered into an employment letter agreement with the Company (the "Interim CFO Employment Letter Agreement"), which was effective October 1, 2024.

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