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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
|
Loop Industries, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Andrew Lapham 135 Yorkville Avenue, 9th Floor Toronto, A6, M5R 0C7 (416) 925-6609 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
08/20/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Northern Private Capital Fund I Non-Resident Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
561,632.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
1.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Lapham Andrew | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,266,681.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Northern Private Capital Fund I Limited Partnership | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,667,065.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
|
| CUSIP No. |
| 1 |
Name of reporting person
Northern Private Capital Ltd. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,697.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
CFFI Ventures Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,697.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Risley John Carter | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,228,697.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Loop Industries, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
480 FERNAND POITRAS, TERREBONNE,
QUEBEC, CANADA
, J6Y 1Y4. | |
Item 1 Comment:
This amendment No. 4 (this "Amendment No. 4") supplements and amends certain information in the Schedule 13D filed by Andrew Lapham and Northern Private Capital Fund I Limited Partnership, a Canadian limited partnership, on June 25, 2019, as amended by Amendment No. 1 filed on July 9, 2019, Amendment No. 2 filed on February 23, 2021 and Amendment No 3 filed on April 14, 2022 (the "Original Schedule 13D" and, together with this Amendment No. 4, the "Schedule 13D"). Capitalized terms used but not otherwise defined in this Amendment No. 4 shall have the same meanings ascribed thereto in the Original Schedule 13D. Except as expressly provided herein, all Items of the Original Schedule 13D remain unchanged. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) and (b) On the filing date of this Amendment No. 4, the Reporting Persons may be deemed to beneficially own, in the aggregate, 2,266,681 shares of Common Stock, representing approximately 4.7% of the Issuer's outstanding shares of Common Stock, based on 48,380,371 shares of Common Stock issued and outstanding as of July 14, 2026.
NPC I LP directly owns 1,667,065 of the shares of Common Stock. NPC I NR LP directly owns 561,632 of the shares of Common Stock. NPC, as the sole manager of NPC I LP and NPC I NR LP, and each of Mr. Lapham and CFFI as owners of NPC, may be deemed to share beneficial ownership of the shares of Common Stock held by each of NPC I LP and NPC I NR LP, or an aggregate of 2,228,697 shares, representing approximately 4.6% of the Issuer's outstanding shares of Common Stock. Mr. Risley may be deemed to beneficially own any shares of Common Stock beneficially owned by CFFI. In addition, each of Messrs. Lapham and Risley control 50%, respectively, of the voting shares of the entity which holds a special limited partnership interest in NPC I LP and NPC I NR LP and 50% of the voting shares of such entity's general partner. Mr. Lapham also has sole beneficial ownership of 37,984 shares of Common Stock. | |
| (b) | Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) and (b) On the filing date of this Amendment No. 4, the Reporting Persons may be deemed to beneficially own, in the aggregate, 2,266,681 shares of Common Stock, representing approximately 4.7% of the Issuer's outstanding shares of Common Stock, based on 48,380,371 shares of Common Stock issued and outstanding as of July 14, 2026.
NPC I LP directly owns 1,667,065 of the shares of Common Stock. NPC I NR LP directly owns 561,632 of the shares of Common Stock. NPC, as the sole manager of NPC I LP and NPC I NR LP, and each of Mr. Lapham and CFFI as owners of NPC, may be deemed to share beneficial ownership of the shares of Common Stock held by each of NPC I LP and NPC I NR LP, or an aggregate of 2,228,697 shares, representing approximately 4.6% of the Issuer's outstanding shares of Common Stock. Mr. Risley may be deemed to beneficially own any shares of Common Stock beneficially owned by CFFI. In addition, each of Messrs. Lapham and Risley control 50%, respectively, of the voting shares of the entity which holds a special limited partnership interest in NPC I LP and NPC I NR LP and 50% of the voting shares of such entity's general partner. Mr. Lapham also has sole beneficial ownership of 37,984 shares of Common Stock. | |
| (c) | (c) The table below sets forth transactions in Common Stock in the past 60 days by the Reporting Persons. Each of the transactions set forth is an open market sales transaction and attached hereto as Annex A. | |
| (d) | (d) Except for the Reporting Persons, no person is known by the Reporting Persons to have the right to receive, or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons, other than the limited partners of NPC I LP and NPC I NR LP. | |
| (e) | (e) On August 20, 2026, the Reporting Persons ceased to be the beneficial owners of more than five percent on the Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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