UNITED STATES

LOGIQ, INC.
85 Broad Street, 16-079
New York, New York 10004

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held on December 20, 2021

NOTICE IS HEREBY GIVEN that a special meeting of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number,stockholders (the “Meeting”) of Logiq, Inc., a Delaware corporation (the “Company,” “we” or the Form or Schedule and the date of its filing.“us

enclosed Proxy Statement as well as in the Notice of Internet Availability of Proxy Materials you received in the mail. This will not limit your right to virtually attend or vote at the Meeting. You may revoke your proxy at any time before it has been voted at the Meeting.

The Notice of Internet Availability of Proxy Materials also contains instructions on how to access the Proxy Statement and our Annual Meeting in person.Report on Form 10-K for the year ended December 31, 2020, both of which will be available online at www.proxyvote.com on or about November 5, 2021, and are available on our website at https://www.logiq.com/ir/sec-filings/.

New York, NY

November 5, 2021

I M P O R T A N T

YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING VIRTUALLY. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND DATERETURN THE ACCOMPANYING PROXY AND RETURN ITCARD AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE REVIEW THE INSTRUCTIONS ON EACH OF YOUR VOTING OPTIONS DESCRIBED IN THE ENCLOSED POSTAGE PAID ENVELOPE.PROXY STATEMENT AS WELL AS IN THE NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS YOU RECEIVED IN THE MAIL. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE VIRTUALLY IF YOU WISH, WITHDRAW YOUR PROXY AND VOTEATTEND THE MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES PERSONALLYARE HELD OF RECORD BY A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL MEETING.

QUESTIONS AND ANSWERS REGARDING THIS SOLICITATION
AND VOTING AT THE MEETING

Q.     When is the Meeting?

A.     December 20, 2021, at 11:00 a.m. Eastern Standard Time.

Q.     Where will the Meeting be held?

A.     Given the circumstances arising from the ongoing COVID-19 pandemic, we have adopted a completely virtual format for our Meeting to provide a healthy, consistent, and convenient experience to all stockholders regardless of location. You may attend, vote, and submit questions during the Meeting via the Internet at www.virtualshareholdermeeting.com/LGIQ2021SM.

Q.     Why am I receiving these Proxy Materials?

A.     As permitted by rules adopted by the Securities and Exchange Commission (the “SEC”), we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet. The Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report and how to vote via the Internet, by phone, or by mail are first being mailed to all stockholders of record held by a broker for which a proxy is not given) will be treated as presententitled to determine whether or not there is a quorumvote at the AnnualMeeting on or about November 5, 2021. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the Proxy Materials, unless specifically requested. If you received a Notice of Internet Availability of Proxy Materials by mail and would like to receive a printed copy of the Proxy Materials, you should follow the instructions for requesting such materials included in the Notice of Internet Availability of Proxy Materials. We sent you the Notice of Internet Availability of Proxy Materials because the Board is soliciting your proxy to vote at the Meeting. If a quorum shouldYou are invited to virtually attend the 2021 Meeting to vote on the proposals described in this Proxy Statement. However, you do not be present,need to attend the Annual Meeting to vote your shares. Instead, you may be adjourned from timefollow the instructions on the Notice of Internet Availability of Proxy Materials to time until a quorumvote by Internet, by phone or by mail.

Q.     Who is obtained. Shareholders are urgedentitled to signvote at the accompanying proxy card and return it promptly.

Q.     What shares can I vote at the AnnualMeeting?

A.     You may vote all of the shares of Company Common Stock owned by you as of the Record Date, including (i) shares held directly in your name as the stockholder of record, and (ii) shares held for you as the beneficial owner through a broker, trustee, or other nominee such as a bank.

Q.     What is the difference between holding shares as a stockholder of record and as a beneficial owner?

A.     Some of our stockholders may hold shares of our Common Stock in their own name rather than through a broker or other nominee. As summarized below, there are some distinctions between shares held of record and those owned beneficially.

Stockholders of Record.    If your shares are registered directly in your name with our transfer agent, you are considered to be, with respect to those shares, the stockholder of record, and the Notice of Internet Availability of Proxy Materials was sent directly to you. As the stockholder of record, you have the right to vote virtually at the Meeting and to vote by proxy. Whether or not you plan to attend the Meeting, we urge you to vote by Internet, by phone or by mail to ensure your vote is requestedcounted. You may still attend the Meeting and vote virtually if you have already voted by proxy.

Beneficial Owner.    If your shares are held in a brokerage account or by another nominee, you are considered the beneficial owner of shares held in “street name,” and these Proxy Materials, together with a voting instruction card, are being forwarded to you from that organization. As the beneficial owner, you have the right to direct your broker, trustee, or nominee how to vote on your behalf and are also invited to attend the Meeting. Please note that since a beneficial owner is not the stockholder of record, you may not vote these shares virtually at the Meeting unless you obtain a “legal proxy” from the broker, trustee, or nominee that holds your shares, giving you the right to vote the shares at the Meeting. If this applies to you, your broker, trustee, or nominee will have enclosed or provided voting instructions for you to use in directing the broker, trustee, or nominee how to vote your shares.

Q.     How can I vote my shares without attending the Meeting?

A.     Whether you hold shares directly as the stockholder of record or beneficially in street name, you may direct how your shares are voted without attending the Meeting. If you are a stockholder of record, you may vote by proxy by Internet, by phone or by mail by following the instructions provided on the Notice of Internet Availability of Proxy Materials. To vote using the proxy card, you must request a paper copy of the Proxy Materials by following

the instructions available on the Notice of Internet Availability of Proxy Materials and then simply complete, date, sign, and return todate the Corporation the enclosed proxy card, which requires no postage if mailed in the United States or Canada. Shareholders are urged to sign the accompanying proxy card and return it promptly. Banking institutions, brokerage firms, custodians, trustees, nominees and fiduciariespromptly in the envelope provided. If you return your signed proxy card to us before the Meeting, we will vote your shares as you direct. Stockholders who are record holders of Common Stock entitledhold shares beneficially in street name may cause their shares to be voted by proxy in accordance with the instructions provided by their broker, trustee, or nominee, by using the proxy card provided by the broker, trustee, or nominee and mailing them in the envelope provided by such person.

Q.     How can I vote my shares virtually at the AnnualMeeting?

A.     Stockholders who attend the virtual Meeting are requestedshould follow the instructions at www.virtualshareholdermeeting.com/LGIQ2021SM to forward all proxy cards,vote or submit questions during the Meeting. Voting online during the Meeting will replace any previous votes, and the online polls will close at approximately 11:15 a.m. Eastern Standard Time on December 20, 2021. Record holders who received a copy of this Proxy Statement and accompanying proxy card in the accompanying materialsmail can vote by filling out the proxy card, signing it, and returning it in the postage paid return envelope. Record holders can also vote by telephone at 1 (800) 690-6903 or by Internet at www.proxyvote.com. Voting instructions are provided on the proxy card. If you hold shares in street name, you must vote by giving instructions to your bank, broker, or other nominee. You should follow the voting instructions on the form that you receive from your bank, broker, or other nominee.

Q.     How do I attend the virtual Meeting?

A.     You may attend the Meeting online, including to vote and/or submit questions during the Meeting by logging in at www.virtualshareholdermeeting.com/LGIQ2021SM. The Meeting will begin at approximately 11:00 a.m. Eastern Standard Time, with log-in beginning at 10:45 a.m. on December 20, 2021.

Q.     How do I gain admission to the virtual Meeting?

A.     You are entitled to participate in the virtual Meeting only if you were a stockholder of record who owned shares of Company Common Stock at the close of business on October 25, 2021, the Record Date. To attend online and participate in the Meeting, stockholders of record will need to use the control number included on their Notice of Internet Availability of Proxy Materials or proxy card to log into www.virtualshareholdermeeting.com/LGIQ2021SM; beneficial owners who do not have a control number may gain access to the Meeting by logging into their brokerage firm’s website and selecting the stockholder communication mailbox to link through to the virtual Meeting. Instructions should also be provided on the voting instruction card provided by their broker, bank, or other nominee.

We encourage you to access the Meeting prior to start time. Please allow time for online check-in, which will begin at 10:45 a.m. Eastern Standard Time. If you have difficulties during the check-in time or during the Meeting, please call technical support at 1 (844) 986-0822 for U.S. based stockholders or 1 (303) 562-9302 for international based stockholders.

Stockholders have multiple opportunities to submit questions to the Company for the Meeting. Stockholders who wish to submit a question may do so in the question tab of the webcast online during the Meeting at www.virtualshareholdermeeting.com/LGIQ2021SM.

Q.     How are votes counted?

A.     If you provide specific instructions with regard to an item, your shares will be voted as you instruct on such item. If you sign your proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of the Board (“FOR” each of the director nominees identified in Proposal 1, “FOR” each of Proposals 2 through 6, and for “THREE YEARS” on Proposal 7, and in the discretion of the proxy holder on any other matters that properly come before the Meeting).

Q.     What is a “broker non-vote”?

A.     A broker non-vote occurs when a beneficial owner of shares held in street name does not give instructions to seek authoritythe broker or nominee holding the shares as required to execute proxieshow to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with

respect to “non-routine” matters. Under the rules and interpretations of the New York Stock Exchange (NYSE), “non-routine” matters are generally those involving a contest or a matter that may substantially affect the rights or privileges of stockholders, such shares. Upon request,as mergers, dissolutions, or stockholder proposals. The shares that cannot be voted by brokers and other nominees on non-routine matters but are represented at the Corporation will reimburse such record holders for their reasonable out-of-pocket forwarding expenses. The costs of this solicitationMeeting will be bornedeemed present at our Meeting for purposes of determining whether the necessary quorum exists to proceed with the Meeting, but will not be considered entitled to vote on the non-routine proposals.

We believe that under applicable rules, Proposal 5 is considered a routine matter for which brokerage firms may vote shares that are held in the name of brokerage firms and which are not voted by the Corporation, including the costs of preparing, assembling and mailing the enclosed proxy card and this Proxy Statement.

A.     If you have any additional questions about the Meeting or the proposals presented in this Proxy Statement, you should contact the following person at our principal executive office as follows:

Brent Suen

85 Broad Street, 16-079

New York, NY 10004

(808) 829-1057

Email: contact@logiq.com

PROPOSAL 1

ELECTION OF DIRECTORS

Nomination of Directors

The Nominating and Corporate Governance Committee of the Board (the “Nominating Committee”) is charged with making recommendations to the Board regarding candidates for directorship, and the structure and composition of the Company’s Board of Directors and committees of the Board of Directors. The Nominating Committee’s goal is to assemble a board of directors with the skills and characteristics that, taken as a whole, will assure a strong board of directors with experience and expertise in all aspects of corporate governance. Accordingly, the Nominating Committee believes that candidates for director should have certain minimum qualifications, including personal integrity, strength of character, an inquiring and independent mind, practical wisdom, and mature judgment. In evaluating the suitability of individual candidates (both new candidates and current members), the Nominating Committee takes into account many factors, including the following:

•        Personal and professional integrity, ethics and values;

•        Experience in corporate management, such as serving as an officer or former officer of a publicly-held company;

•        Experience as a board member or executive officer of another publicly-held company;

•        Strong finance experience;

•        Diversity of expertise and experience in substantive matters pertaining to our business relative to other Board members;

•        Diversity of background and perspective, including, but not limited to, with respect to age, gender, race, place of residence and specialized experience;

•        Experience relevant to our business industry and with relevant social policy concerns; and

•        Relevant academic expertise or other proficiency in an area of our business operations.

Other than the foregoing, there are no stated minimum criteria for director nominees, although the Nominating Committee may also consider such other factors as it deems to be in the Company’s and its stockholders’ best interests. The Nominating Committee does, however, believe it appropriate for at least one member of the Board to meet the criteria for an “audit committee financial expert,” as defined by SEC rules, and for a majority of the members of the Board to meet the definition of an “independent director” under NASDAQ listing standards.

The Nominating Committee identifies nominees by first evaluating the current members of the Board willing to continue in service. Current members of the Board with skills and experience that are relevant to our business and who are willing to continue in service are considered for re-nomination, but the Nominating Committee at all times seeks to balance the value of continuity of service by existing members of the Board with that of obtaining a new perspective. If any member of the Board does not wish to continue in service, the Nominating Committee’s policy is to not re-nominate that member for re-election. The Nominating Committee identifies the desired skills and experience of a new nominee, and then uses its network and external resources to solicit and compile a list of eligible candidates.

We do not have a formal policy concerning stockholder recommendations of nominees for director to the Nominating Committee as, to-date, we have not received any recommendations from stockholders requesting the Nominating Committee to consider a candidate for inclusion among the Nominating Committee’s slate of nominees in our proxy statement. The absence of such a policy does not mean, however, that such recommendations will not be considered. Stockholders wishing to name another person as his or her proxyrecommend a candidate may do so by crossing outsending a written notice to the nameNominating Committee, Attn: Chairman, Logiq, Inc. 85 Broad Street, 16-079 New York, NY 10004, naming the proposed candidate and providing detailed biographical and contact information for such proposed candidate.

There are no arrangements or understandings between any of our directors, nominees for directors or officers, and any other person pursuant to which any director, nominee for director, or officer was or is to be selected as a director, nominee or officer, as applicable. There currently are no legal proceedings, and during the past ten years there

have been no legal proceedings, that are material to the evaluation of the designated Proxy and inserting the name(s)ability or integrity of such person(s)any of our directors or director nominees. There are no material proceedings to act as hiswhich any director, officer, affiliate, or her proxy. In that case, the stockholder must sign the proxy card and deliver it to the person(s) designated as hisowner of record or her proxy and the person(s) so named must be present and vote at the Annual Meeting. Proxy cards marked to reflect such proxies should not be mailed to the Corporation.

China, Hong Kong SAR, and London, UK. His experience encompasses building businesses, restructuring insolvency, corporate finance, and initial public offerings in a number of vertical markets, including malariabranded apparel, consumer and hepatitis. Malaria, which threatenslifestyle, consumer products, pharmaceuticals, and logistics.

Mr. Choong is a fellow member and holds a corporate finance diploma from the Institute of Chartered Accountants in England and Wales. He is also a CPA and practicing member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute. Mr. Choong holds a Bachelor of Arts in Accountancy from London Guildhall University, UK, and a Master of Business Administration from the Hong Kong University of Science and Technology and the Kellogg School of Management at Northwestern University in the U.S.

Based on Mr. Choong’s work experience, previous directorships, and education, the Board believes that he is qualified to serve as a director and Chief Financial Officer with overall review of all financial matters of the Company.

John MacNeil, age 59, Chief of Staff, Director

Mr. MacNeil has served as the Company’s Chief of Staff since 2020, and was appointed as director of the Company on September 1, 2020. Mr. MacNeil has more than 2 billion people globally, kills more than30 years of experience in the financial services and technology industries. He has advised technology, financial technology and renewable energy companies on strategic relationships, financial forecasting, investor relations and capital formation. He previously served as a portfolio manager for technology funds at Schroders Investment Management. Mr. MacNeil holds a Bachelor of Electrical Engineering from University of Connecticut and MBA from Columbia Business School.

Based on Mr. MacNeil’s work experience and education, the Board believes that he is qualified to serve as a director and Chief of Staff of the Company.

Joshua Jacobs, age 50, Independent Director

Mr. Jacobs was appointed as an independent, non-executive director of the Company on September 30, 2020. Mr. Jacobs, a pioneer in the programmatic media-buying industry, has led innovative technology companies on a global scale. Mr. Jacobs recently served in various leadership positions, including president, and as a director of Maven, Inc. (OTC: MVEN), a media platform for digital publishers. Built through acquisitions, Mr. Jacobs co-led the fundraising, acquisition and integration of four media companies (including Sports Illustrated and Jim Cramer’s TheStreet.com) over a three year period of time. Under his leadership, Maven grew from a pre-product/pre-revenue startup, to a market leading platform serving over 110 million peoplereaders monthly.

Prior to Maven, Mr. Jacobs was the Global CEO of Accuen, an Omnicom agency, and a year -president of Omnicom Media Group. Mr. Jacobs grew Accuen from a single office in Chicago, to a global powerhouse with employees in over 65 countries.

Mr. Jacobs has held senior global executive roles in market leading technology companies including:

•        President of Services at Kik Interactive where Mr. Jacobs lead the team creating a developer and partner ecosystem, powered by one of the world’s leading chat and messaging platforms.

•        SVP of Advertising Products and Global Marketing at Glam Media (Mode Media) where Mr. Jacobs oversaw all aspects of brand advertising, applications and ad partners as well as the Glam Publisher Network of 1,400 sites. He was also responsible for Glam Media’s global marketing, including brand and agency marketing, corporate communications and research.

•        VP and General Manager of Marketing Technology at Yahoo! where he was responsible for driving Yahoo!’s advertising technology and publisher network display partnership strategy as well as driving the business operations supporting the company’s advertising platform business, as General Manager of the RightMedia Exchange.

Mr. Jacobs has also led multiple early stage companies through the creation of their initial products, fundraising, and scaling of operations including roles as President of X1, an Idealab company and Co-founder of small business publishing platform Bigstep.com. Mr. Jacobs continues to support the startup ecosystem as a board member, investor and advisor to numerous technology and media startups. In addition to Logiq, Mr. Jacobs sits on the board of Resonant (NASD: RESN).

Based on Mr. Jacobs’ work experience and education, the Board believes that he is qualified to serve as a director of the Company.

Matthew Burlage, age 57, Independent Director

Matthew Burlage is an independent, non-executive director of the Company, a position that he has held since September 1, 2015. Mr. Burlage has spent the last three decades involved in financing and advising Asia’s leading corporations, government enterprises and financial institutions and has been involved in some of the most ground-breaking transactions in Asia, particularly in the telecom, media, technology and internet (TMTI) sectors. Recently, Mr. Burlage has focused on developing ESG compliant relationships and clients in the energy renewables, food/agriculture technology and financial technology sectors.

In 2000, Mr. Burlage co-founded IRG, a boutique financial advisory and investment firm focused on the core growth sectors in Asia. He advises Asian and global corporates, private equity funds, hedge funds and sovereign wealth funds on a range of them children. In Africa, malaria causestransactions including mergers, acquisitions, corporate restructurings, and debt capital and equity capital financings. He is also responsible for the deathfirm’s investment strategy and management of its proprietary capital. Before co-founding IRG, Mr. Burlage was a child everyManaging Director and Head of Industry Groups at Lehman Brothers in Hong Kong, where he created the first and largest dedicated TMT industry group at an investment bank in Asia in the early 1990s.

Mr. Burlage holds an MBA from Harvard Business School and a Bachelor of Arts from Yale University. Mr. Burlage also attended the Japanese Language Institute of Sophia University.

Based on Mr. Burlage’s work experience and education, the Board believes that he is qualified to serve as an independent director of the Company.

Ross O’Brien, age 54, Independent Director

Ross O’Brien is an independent, non-executive director of the Company, a position that he has held since October 29, 2015. Mr. O’Brien is a telecommunications analyst and market entry consultant who focuses on Asia’s digital economies. He has been based in Hong Kong for over two decades, and has also lived and worked in Indonesia, Singapore, China, Vietnam, and Bangladesh. Mr. O’Brien runs the technology practice of B2B consultancy Intercedent Asia, where he focuses on market entry strategies for telecoms and IT companies, in managed services and wireless solutions. Mr. O’Brien is also a Senior Contributing Editor at the MIT Technology Review’s Insight program. Previously, Mr. O’Brien served as an analyst and consultant with Pyramid Research, Ovum (now Omdia) and Strategic Intelligence, and a consultant at AT&T Solutions. For many years, he ran the Hong Kong program of the Economist Newspaper’s senior executive advisory program, the Economist Corporate Network.

Mr. O’Brien holds an AB from Dartmouth College (Hanover, NH), and an MBA from the Haas School of Business (University of California at Berkeley). He is conversant and literate in Mandarin and Indonesian.

Based on Mr. O’Brien’s work experience and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Brett Lay, age 58, Independent Director

Brett Lay is an independent, non-executive director of the Company, a position that he has held since February 10, 2016. Mr. Lay is currently the CEO for Gateway Network Connections/Asia Connectivity Elements, in addition to CEO HMB IX. Gateway Network Connections is a partnership with GTA in Guam for a newly constructed data center serving the Guam market, while HMB IX is a data center in Hermosa Beach California serving independent undersea cable owners’ termination equipment. Previously, Mr. Lay served as Chief Financial Officer of Pacnet Limited, AsiaNetcom, and Pacific Internet from February 2007 to April 2015. Mr. Lay is a seasoned, successful business executive with over 30 seconds. Hepatitis is endemicyears of operating experience, including over 15 years as a Chief Financial Officer for both private and public companies. He has over two decades years of work experience in Asia while residing in Singapore and Hong Kong. He was an active member of the board of directors for joint ventures in China, India, South Korea, and Philippines.

Brett has his Masters of Science Finance and Masters of Science Management, from the University of Colorado, Denver.

Based on Mr. Lay’s work experience, previous directorships, and education, the Board believes that he is well qualified to serve as an independent director of the Company.

Lea Hickman, age 53, Independent Director

Lea Hickman is an independent, non-executive director of the Company, a position that she has held since January 6, 2021. For over 30 years, Ms. Hickman has been leading product teams to deliver world class products used by millions of people. Starting her career at IBM where she was building applications for Fortune 500 companies, she went on to lead product teams at Netscape, Macromedia, Adobe and InVision.

Her work in technology evangelism, partnerships, product marketing and product management give her insights on how product can drive the entire business. At Macromedia she worked directly for the President of Products and the CTO on the New Business Opportunity team responsible for new products and businesses that leveraged the Flash Player. At Adobe, Ms. Hickman led Product Management for all of the Design, Web and Interactive tools including Dreamweaver, Flash, Indesign and Illustrator. Ms. Hickman was responsible for the product vision and strategy of the Creative Cloud, working with 80%hundreds of its 1.3 billion people likelycolleagues across Adobe to be infectedtransform Adobe from boxed software to one of the most successful SaaS services in the industry. After her work on the Creative Cloud, Ms. Hickman went on to manage the consumer business at some pointAdobe where she had responsibility for all marketing, product and engineering.

After Adobe, Ms. Hickman lead product at InVision, a startup focused on design collaboration where she built and designed best practices for the product team. In 2017, she joined Silicon Valley Product Group as a Partner where she helps product organizations build products that customers love.

Ms. Hickman has deep passion for product and mentoring product teams, regardless of where they are in their lives. Some 2.4 million casesown transformation. She has spoken at numerous conferences and has worked with many Fortune 500 executive teams on this topic.

Ms. Hickman is a graduate of Lehigh University with a B.A. in Sociology (1989) and of the Stanford University Executive Institute (2000).

Based on Ms. Hickman’s work experience and education, the Board believes that she is qualified to serve as a director of the Company.

Vote Required and Recommendation of the Board

Directors are reported each year.

- PROPOSAL 2

TO APPROVE AN AMENDMENT TO THEAPPROVAL OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO EFFECTUATE

Overview

At the Meeting, holders of our Common Stock will be asked to authorize and approve that the Company’s existing Certificate of Incorporation, as amended to date (the “Existing Certificate”), be amended, restated, and replaced in its entirety by the First Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit A NAME CHANGE OF THE CORPORATION TO “SINOBIOMED INC. (the “Restated Certificate”

future stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights, which are superior to and could adversely affect the voting power or other rights of the holders of our Common Stock. Specifically, the Board will be in a position to issue securities that would grant to the holders thereof, preferences or priorities over holders of our Common Stock with respect to, among other things, liquidation, dividends and voting. This could result in holders of our Common Stock receiving less in the event of a liquidation, dissolution or other winding up of the Company, reduce the amount of funds, if any, available for dividends on Common Stock, and dilute the voting power of the holders of our Common Stock.

Although at present, we have no plans, arrangements or understandings providing for the designation of a series of preferred stock or the issuance of any shares of preferred stock, the Board may designate one or more series of preferred stock in the future, and we may issue shares of preferred stock for various purposes in the future without further stockholder approval. Reasons for the designation of one or more series of preferred stock and/or the issuance of shares of preferred stock may include, among other things:

•        the sale of shares of preferred stock to raise additional capital;

•        establishment of strategic relationships with other companies and suppliers; and

•        acquisition of other businesses or products.

We are not seeking approval of the proposed authorization of the Blank Check Preferred in anticipation of any specific future transaction or series of transactions. Furthermore, we do not intend for this transaction to be the first step in a series of plans or proposals of a “going private transaction” within the meaning of Rule 13e-3 of the Exchange Act.

Other Amendments

Because our Existing Certificate has not been amended and restated since its original adoption in 2004, one must review each amendment that has been made in succession in order to fully understand the provisions of our Existing Certificate, which we believe is likely to result in confusion and difficulties understanding the provisions of our Existing Certificate as a whole. One of the primary reasons for adopting the Restated Certificate, other than to authorize the Blank Check Preferred, is to consolidate all prior amendments into one comprehensive certificate in order to avoid any confusion related to interpretation of our Certificate of Incorporation going forward. In addition, the Restated Certificate includes a number of changes to change the Corporation’s nameExisting Certificate that we believe will serve to “Sinobiomed Inc.” requiresimprove the corporate governance of the Company by providing a certificate of incorporation more appropriate for a publicly reporting company, and will assist us in attracting and retaining officers and directors who will contribute to our ability to provide stockholders with increased value. Furthermore, the Restated Certificate is intended to more closely align our Certificate of Incorporation with relevant Delaware laws and regulations, and to ensure that the provisions set forth therein are consistent with those set forth in our First Amended and Restated Bylaws, which are being presented to stockholders for approval under Proposal 3.

In addition to the amendments described above, the Restated Certificate reflect various other amendments, including, but not limited to:

•        Designates Vcorp Services, LLC as the Company’s registered agent for process; and

•        Provides the Company’s Board with the right to establish the number of directors that make up the Board, subject to limited exceptions.

In addition, the Restated Certificate is intended to correspond with the proposal to authorize and approve that the Company’s current Bylaws, as amended to date, be amended, restated, and replaced in their entirety by the First Amended and Restated Bylaws, as set forth in Proposal 3, below. If stockholders wish to approve Proposal 3, they should also approve this Proposal 2, and vice versa.

Description of Capital Stock

The description below of our capital stock and provisions of our Existing Certificate and Current Bylaws are summaries and are qualified by reference to our Existing Certificate and Current Bylaws and the applicable provisions of Delaware law.

General

Our Existing Certificate authorizes us to issue up to 250,000,000 shares of Common Stock. As of October 25, 2021, there were 26,310,757 shares of Common Stock issued and outstanding. Our Existing Certificate does not authorize any shares of preferred stock for issuance.

Common Stock

Voting rights.    Each holder of shares of our Common Stock is entitled to one vote for each share held on all matters submitted to a vote of our stockholders, including the election of directors. Our stockholders do not have cumulative voting rights in the election of directors. As a result, the holders of a majority of the shares of Common Stock entitled to vote in personany election of directors can elect all of the directors standing for election, if they should so choose.

Dividends.    Holders of shares of our Common Stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by our Board out of legally available funds. We have never declared or paid any cash dividends on our Common Stock. We currently intend to retain future earnings, if any, to finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.

Liquidation.    In the event of our liquidation, dissolution or winding up of the Company, holders of Common Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over the Common Stock.

Rights and preferences.    Holders of Common Stock have no conversion, preemptive or other subscription rights, and there are no redemption or sinking fund provisions applicable to the Common Stock.

Fully paid and nonassessable.    All outstanding shares of our Common Stock are fully paid and nonassessable.

Stock Options

On September 30, 2020, we adopted, subject to stockholder approval, an equity compensation plan entitled the Logiq, Inc. 2020 Equity Incentive Plan (the “Plan”), which we amended and restated on April 21, 2021 and on October 25, 2021. Pursuant to Plan, as amended to date, we reserved a total of 5,000,000 shares of Common Stock for issuance thereunder.

As of October 25, 2021, there were 3,285,104 shares of Common Stock available for issuance under the Plan, as amended to date. As of October 25, 2021, there were no options to purchase shares of Common Stock outstanding.

The Plan, including the amendments thereto, remain subject to stockholder approval. See Proposal 4 “Approval of Second Amended and Restated 2020 Equity Incentive Plan,” below, for additional information regarding the Plan and amendments thereto, which are being presented to stockholders for approval at the Meeting.

Warrants

As of October 25, 2021, there were warrants to purchase an aggregate of 1,260,434 shares of Common Stock outstanding, with a weighted average exercise price of CAD$3.50 per share, all of which were issued to investors in connection with our Canadian IPO in mid-2021.

Listings

Our Common Stock is quoted on the OTCQX Market under the symbol, “LGIQ.”

Our Common Stock is also quoted on the NEO Exchange in Canada under the same symbol, “LGIQ.”

Anti-Takeover Effects

The proposed Restated Certificate, and in particular the proposed authorization of the Blank Check Preferred, could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of the Company. For example, the Board could designate and issue a series of preferred stock in an amount that sufficiently increases the number of outstanding shares to overcome a vote by the holders of our Common Stock or with rights and preferences that include special voting rights to veto a change in control. Additional provisions of the Restated Certificate that may have the effect of delaying or preventing a change of control or change in management include (i) that special meetings of our stockholders can be called only by the Board, Chairperson of the Board or our Chief Executive Officer; (ii) that actions requiring stockholder approval must be approved by stockholders at a duly called meeting, and may not be approved via written consent; and (iii) that stockholders are not permitted to vote cumulatively in the election of directors. The effect of such provisions could delay or frustrate a merger, tender offer or proxy contest, the removal of incumbent directors, or the assumption of control by our stockholders. We currently have no intent to employ the Blank Check Preferred as an anti-takeover device. However, the proposed Restated Certificate, if approved by our stockholders, may have the effect of discouraging future unsolicited takeover attempts. The Board is not currently aware of any such unsolicited attempt to take control of the Company, and would act in the best interest of stockholders if any such attempt is made in the future.

Transfer Agent and Registrar

The transfer agent and registrar for our Common Stock in the United States is Nevada Agency and Trust Company. Its address is 50 West Liberty Street, Reno, Nevada 89501.

The transfer agent and registrar for our Common Stock in Canada is the Odyssey Trust Company. Its address is 702, 67 Yonge Street, Toronto ON M5E1JB.

Effective Time of the Restated Certificate

If our stockholders approve the Restated Certificate at the Meeting, we will file the Restated Certificate with the office of the Secretary of State of Delaware as soon as practicable following the Meeting. Upon approval and following such filing with the Secretary of State of Delaware, the Restated Certificate will become effective on the date it is filed.

Vote Required and Recommendation of the Board

The affirmative (“FOR”) vote of the holders of a majority of the outstanding shares of the Corporation’s Common Stock entitledCompany is required to vote atapprove this Proposal.

Abstentions and broker non-votes are not counted in determining the Annual Meetingnumber of Shareholders. Proxies will beshares voted for or against this Proposal. However, abstentions and broker non-votes will be counted as entitled to vote and will, therefore, have the same effect as a vote “against” this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE FIRST AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

PROPOSAL 3

APPROVAL OF AMENDED AND RESTATED BYLAWS

Overview

At the Meeting, holders of our Common Stock will be asked to authorize and approve that the Company’s current Bylaws, as amended to date (the “Current Bylaws”), be amended, restated, and replaced in their entirety by the First Amended and Restated Bylaws in the form attached hereto as Exhibit B (the “Amended and Restated Bylaws”).

Background

General

The Company adopted its Current Bylaws on November 18, 2004. Other than as a result of our adoption the Majority Voting Policy (defined below), we have not implemented any changes to our Current Bylaws since November 18, 2004.

On October 22, the Board unanimously approved the Amended and Restated Bylaws, which include the Majority Voting Policy, subject to approval by our stockholders, and directed that the proposal to authorize and approve the Amended and Restated Bylaws be submitted to our stockholders for their approval at the Meeting.

Majority Voting Policy

On April 21, 2021, our Board, in connection with the listing of our Common Stock on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO Exchange, approved and adopted a Majority Voting Policy for the election of directors (the “Majority Voting Policy”). Because the Majority Voting Policy effectively alters the manner in which directors are elected under our Current Bylaws, adoption of the Majority Voting Policy must be approved by our stockholders. The Majority Voting Policy has been included into the Amended and Restated Bylaws being presented to stockholders for approval under this Proposal.

Under the Majority Voting Policy, in an uncontested election, any director nominee who receives a greater number of votes “withheld” than votes “for” his or her election at a meeting of stockholders of the Company must promptly tender his or her resignation to the Chairperson of the Board. Following receipt of such resignation, the Nominating and Corporate Governance Committee (the “Governance Committee”) of the Board will consider the resignation and recommend to the Board whether to accept such tendered resignation. Except in special circumstances, the Governance Committee will be expected to accept and recommend acceptance of the resignation by the Board. A press release disclosing the Board’s determination (and the reasons for rejecting the resignation, if applicable) will be issued within 90 days following the date of the relevant meeting of stockholders and a copy of the press release will be sent concurrently to the NEO Exchange, provided that our Common Stock is then listed for trading on the NEO Exchange. The director’s resignation, if accepted, will become effective immediately upon acceptance thereof by the Board.

Any director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in the recommendation of the Governance Committee or the decision of the Board with respect to such resignation.

Subject to any restrictions imposed by applicable law, where the Board accepts a resignation in accordance with the specifications marked thereon and, if no specification is made,Majority Voting Policy, the Board may (i) leave the director vacancy unfilled until the next annual meeting of stockholders, (ii) fill the vacancy through the appointment of a new director, or (iii) call a special meeting of stockholders at which a new candidate will be voted FORpresented to fill the vacant position.

The Majority Voting Policy applies only in circumstances involving an uncontested election of directors. For purposes of the Majority Voting Policy, an “uncontested election” of directors of the Company means an election held at any meeting of stockholders called for, either alone or with other matters, the election of directors, with respect to which the number of nominees for election is equal to the number of positions on the Board to be filled through the election to be conducted at such meeting.

Reasons to Approve the Amended and Restated Bylaws

We believe that the Amended and Restated Bylaws improve the corporate governance of the Company by providing bylaws more appropriate for a publicly reporting company, and will assist us in attracting and retaining officers and directors who will contribute to our ability to provide stockholders with increased value. In addition, the Majority Voting Policy is required by the NEO Exchange, and failure to obtain stockholder approval of the amendmentMajority Voting Policy would put the listing of our Common Stock on the NEO Exchange at risk. Furthermore, the Amended and Restated Bylaws are intended to more closely align our bylaws with relevant Delaware laws and regulations, and to ensure that the provisions set forth in our bylaws are consistent with those set forth in our Restated Certificate, which is being presented to our stockholders for approval under Proposal 2.

Summary of Amendments to Current Bylaws

Below is a brief summary of the material ways in which the Amended and Restated Bylaws, if approved by our stockholders, will modify our Current Bylaws. This summary is qualified in its entirety by reference to the Corporation’s Certificatefull text of Incorporationthe Amended and Restated Bylaws, which you are urged to change the Corporation’s name.

•        Provides that Board meetings may be held telephonically or electronically;

•        Provides the Chairperson of the changeBoard, a majority of directors on the Board, the Company’s Chief Executive Officer, President or Secretary, with the right to call special meetings of the Board;

•        Provides that notice of meetings of the Board must be delivered to each director at least 24 hours or four days (depending on the method used for providing notice) prior to the meeting, and lays out the process for providing notice; and

•        Provides that any committees appointed by the Board must consist of at least one director of the Company, and that the Board may designate one or more alternate members of such committee.

In addition, the Amended and Restated Bylaws are intended to correspond with the proposal to authorize and approve that the Company’s Existing Certificate of Incorporation, as amended to date, be amended, restated, and replaced in corporate nameits entirety by the Restated Certificate, as set forth in Proposal 2, above. If stockholders wish to approve Proposal 2, they should also approve this Proposal 3, and vice versa.

Effective Time of the Amended and Restated Bylaws

If the Amended and Restated Bylaws are approved by stockholders at the Meeting, they will be effective upon such approval.

Vote Required and Recommendation of the Board

The affirmative (“FOR”) vote of a majority of shares present in person or represented by proxy at the Meeting and entitled to vote on the subject matter is required to approve this Proposal.

Broker non-votes will be excluded from the vote and will have no effect on the outcome of this Proposal. Abstentions are not counted in determining the number of shares voted for or against this Proposal; however, abstentions will be counted as entitled to vote and will, therefore, have the same effect as a vote “against” this Proposal.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE FIRST AMENDED AND RESTATED BYLAWS

PROPOSAL 4

APPROVAL OF SECOND AMENDED AND RESTATED 2020 EQUITY INCENTIVE PLAN

Overview

At the Meeting, holders of our Common Stock will be asked to approve our Second Amended and Restated Equity Incentive Plan (the “Second A&R Plan”), in the form attached hereto as Exhibit C. The Second A&R Plan is a comprehensive incentive compensation plan under which we can grant equity-based and other incentive awards to our officers, employees, directors and consultants. The purpose of the Second A&R Plan is to more accurately reflecthelp us attract, motivate and retain such persons with awards under the business activities of the Corporation in its name. The Corporation believes that the name change will better communicate the Corporation’s emergence as a medical drugSecond A&R Plan and vaccine productionthereby enhance stockholder value.

Background and development corporation.

that the Second A&R Plan should be adopted and the number of shares available for issuance under the original Plan should be increased so that we may continue our compensation structure and strategy. If our stockholders do not approve the Second A&R Plan at the Meeting, the Second A&R Plan will not become effective.

The principal provisions of the issuedSecond A&R Plan are summarized below. This summary is not a complete description of all of the Second A&R Plan’s provisions and outstandingis qualified in its entirety by reference to the Second A&R Plan, which is in the form attached hereto as Exhibit C. Capitalized terms included in this summary but not otherwise defined in this Proxy Statement shall have the same meaning ascribed to such terms as set forth in the Second A&R Plan.

Description of the Second A&R Plan

Purpose of the Second A&R Plan

The purpose of the Second A&R Plan is to (i) provide additional incentive for selected eligible persons to further the growth, development, and financial success of the Company by providing a means by which such persons can personally benefit through the ownership of capital stock of the Corporation as of January 23, 2007. In addition, Mr. Yu was appointed as a director as well asCompany, and (ii) enable the President, CEO, CFO, SecretaryCompany to secure and Treasurerretain key Employees, Directors and Consultants considered important to the long-term success of the Corporation on October 31, 2006.

In the discretion of the Board, the Committee may consist solely of two or more Outside Directors, in accordance with Section 162(m) of the Code, and/or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3 of the Exchange Act. In addition, the Board or the Committee, in its discretion, may (i) delegate to a committee of one or more members of the Board who need not be Outside Directors the authority to grant Stock Awards to eligible persons who are either (a) not then Covered Employees and are not expected to be Covered Employees at the time of recognition of income resulting from such Stock Award, or (b) not persons with respect to whom the Company wishes to comply with Section 162(m) of the Code, and/or (ii) delegate to a committee of one or more members of the Board who need not be Non-Employee Directors the authority to grant Stock Awards to eligible persons who are not then subject to Section 16 of the Exchange Act.

Eligibility to Participate in the Second A&R Plan

The persons eligible to receive Stock Awards under the Second A&R Plan are the Employees, Directors and Consultants of the Company and its Affiliates.

Incentive Stock Options may be granted only to Employees; all other Stock Awards may be granted only to Employees, Directors and Consultants. In the event a Participant is both an Employee and a Director, or a Participant is both a Director and a Consultant, the Stock Award Agreement shall specify the capacity in which the Participant is granted the Stock Award; provided, however, if the Stock Award Agreement is silent as to such capacity, the Stock Award shall be deemed to be granted to the Participant as an Employee or as a Consultant, as applicable.

Stock Options

Stock Options may be granted under the Second A&R Plan for future stock issuances. the purchase of shares of Common Stock. The Corporation anticipates that itAdministrator may offer certaindesignate Stock Options as either Incentive Stock Options or Nonstatutory Stock Options. No grant of an Incentive Stock Option will be exercisable after the expiration of ten (10) years from the date of its equity securitiesgrant or such shorter period specified in private placement transactions, for future financing purposes. Also, the Corporation anticipates that it may issue certainOption Agreement; provided, however, Incentive Stock Options granted to a participant who owns more than 10% of the total combined voting power of all classes of the stock of the Company or of its equityparent or subsidiary corporations (a “Ten Percent Stockholder”), may not be exercisable after the expiration of five (5) years after the grant date of such Incentive Stock Option.

Stock Options issued under the Second A&R Plan (i) may not be transferred and (ii) may not have an exercise price less than the fair market value (“FMV”) of such stock options as of the grant date. For purposes of the First A&R Plan, FMV shall be determined as follows: (i) if the Company’s Common Stock is then listed or admitted to trading on a national stock exchange, the FMV shall be either (x) the five-day volume weighted average trading price, calculated by dividing the total value by the total volume of securities traded on a national stock exchange for the relevant period, or (y) the closing price of the Company’s Common Stock on a national stock exchange on the previous trading day prior to the date of grant of the award; or (y) if the Company’s Common Stock is not then listed or admitted to trading on a national stock exchange, the FMV shall be a price determined by the administrator in good faith using any reasonable method of valuation. In the case of an Incentive Stock Option granted to a Ten Percent Stockholder, the exercise price shall not be less than 110% of the FMV of the Common Stock on the grant date.

Options may be exercised in whole or in part. Payment of the purchase price upon the exercise of Options may be made in (i) cash or check, (ii) pursuant to its 2006 Stock Option and Incentive Plan. Other than intended equity financings ina program developed under Regulation T as promulgated by the very near future and stock option grants under the Corporation’s 2006 Stock Option and Incentive Plan, which is attached hereto as Exhibit “B”, the Corporation does not have any plan, commitment, arrangement, undertaking or agreement, either oral or written, regarding the issuanceFederal Reserve Administrator, (iii) by delivery of common stock subsequent to the increase in the number of authorized shares. The approval of this proposal to increase the authorized common stock is not be required in order to complete the Corporation’s intended equity financing and issue of equity securities pursuant to its 2006 Stock Option and Incentive Plan. The Board of Directors proposes to create a reserve of approximately 60 million shares through the increase in the Corporation’s authorized Common Stock to 250 million shares, if the forward stock split is approved as described below.

Unless otherwise determined by the Board, rights to acquire Award Shares under the Stock Bonus Agreement shall not be transferable except by will or by the laws of propertydescent and securitiesdistribution, or, to the extent permitted by the Administrator, to a revocable trust.

Restricted Stock Awards

Restricted Stock Awards may be granted under the Second A&R Plan. Restricted Stock Awards are grants of other companies, financings, and other corporate purposes.

Modification of the Corporation’sSecond A&R Plan

The Administrator may suspend, terminate, modify or amend the Second A&R Plan, provided that any amendment that would (i) increase the number of shares reserved for Stock Awards under the Second A&R Plan, except for certain adjustments upon changes in Common Stock, $0.0001 par value per share (the “New Common Stock”). Shortly after(ii) modify the Effective Date,requirements as to eligibility for participation in the Corporation will send transmittal formsSecond A&R Plan, or (iii) modify the Second A&R Plan in any other way if such modification requires stockholder approval in order for the Second A&R Plan to satisfy the holdersrequirements of Section 422 of the Old Common Stock toCode, will be used in forwarding their certificates formerly representing the Old Common Stock for surrender and exchange for certificates representing shares of New Common Stock.

public accounting firm or on a case-by-case basis for investment inspecific tasks before engagement. The Audit Committee has delegated the Corporation and the incentive advantages inherent in stock ownership in the Corporation. Pursuantpreapproval of services to the provisionschairman of the Stock Option Plan, stock options (the “Stock Options”) will be granted onlyAudit Committee, who is required to key personnelreport each preapproval to the full Audit Committee no later than its next meeting.

The Audit Committee has considered and determined that the provision of the Corporation, generally defined as a person designated bynon-audit services described is compatible with maintaining the Boardindependence of Directors upon whose judgment, initiativeour registered public accounting firm.

Vote Required and efforts the Corporation may rely including any director, officer, employee or consultantRecommendation of the Corporation.

PROPOSAL 7

ADVISORY VOTE AS TO WHETHER THE ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION SHOULD TAKE PLACE EVERY 1, 2, OR 3 YEARS

In accordance with Section 14(a) of the Exchange Act, we are providing stockholders with an advisory (non-binding) vote as to whether the advisory vote to approve named executive officer compensation should occur every one, two, or three years.

The Board has determined that holding an advisory vote on executive compensation every three years is the most appropriate policy for the Company at this time, and therefore, recommends that future stockholder advisory votes on executive compensation occur every three years.

Although this stockholder vote on the frequency of future advisory votes on the compensation of our named executive officers is merely advisory and will not be binding upon the Company or the Board, we value the opinions of our stockholders and will consider the outcome of the vote when considering the frequency with which the compensation of our named executive officers will be subject to an advisory, non-binding stockholder vote. The Board may decide that it is in the best interests of our stockholders and the Company to hold an advisory vote to approve the compensation of our named executive officers more or less frequently than the option approved by our stockholders.

Vote Required and Recommendation of the Board

The vote of a majority of shares present in person or represented by proxy at the Meeting on the frequency (one, two, or three years) of advisory vote on named executive officer compensation. If none of the alternatives (one, two, or three years) receives a majority of shares present in person or represented by proxy at the Meeting, the Board will consider the highest number of votes cast by stockholders to be representedthe frequency that has been selected by each optionstockholders on an advisory basis.

Abstentions and broker non-votes are not counted in determining the number of shares voted on this Proposal, and will have no effect on the outcome of this vote. This is an advisory vote and, therefore, is not binding.

THE BOARD UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE FOR A FREQUENCY PERIOD OF EVERY THREE YEARS FOR FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

BOARD MATTERS AND CORPORATE GOVERNANCE

Board and Stockholder Meetings and Attendance

The Board has responsibility for establishing broad corporate policies and reviewing our overall performance rather than day-to-day operations. The primary responsibility of the Board is to oversee the management of the Company and, in doing so, serve the best interests of the Company and its stockholders. The entire Board selects, evaluates, and provides for the succession of executive officers and, subject to stockholder election, directors. It reviews and approves corporate objectives and strategies, and evaluates significant policies and proposed major commitments of corporate resources. The Board also participates in decisions that have a potential major economic impact on the Company. Management keeps the directors informed of Company activity through regular communication, including written reports and presentations at Board and committee meetings.

Directors are elected annually and hold office until the next annual meeting of stockholders or incentive award; (v)until their successors are duly elected and qualified, subject to prior death, resignation, or removal. During fiscal year 2020, there were six Board meetings, including telephonic meetings. None of our directors attended fewer than 75% of the total number of meetings of the Board and meetings of any committee of the Board on which such director served during the time or times at which optionseach such individual director was serving as a director. The Company encourages, but does not require, directors to attend annual meetings of stockholders.

Board Composition and incentive awards shall be granted; (vi)Election of Directors

Director Independence

The Board facilitates its exercise of independent supervision over the interpretationCompany’s management through frequent meetings of the Stock Option Plan; (vii) whetherBoard. The Board is comprised of eight directors: Brent Suen, Lionel Choong, Lea Hickman, John MacNeil, Matthew Burlage, Ross O’Brien, Brett Lay, and Joshua Jacobs.

Lea Hickman, Matthew Burlage, Ross O’Brien, Joshua Jacobs, and Brett Lay, are all independent directors. Brent Suen and Lionel Choong are not independent directors, as they serve as executive officers of the Company. John MacNeil is not an independent director, as he served as an executive officer of the Company in the last three years.

Board Committees and Independence

Our Board has established four standing committees — Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Social Media Committee — each of which operates under a charter that has been approved by our Board.

Each of the Board committees has the composition and responsibilities described below.

Audit Committee

The Audit Committee’s main function is to prescribe, amendoversee our accounting and rescindfinancial reporting processes and the audits of our financial statements. This committee’s responsibilities include, among other things:

•        selecting and hiring the independent registered public accounting firm to audit our financial statements;

•        helping to ensure the independence and performance of the independent registered public accounting firm;

•        approving audit and non-audit services and fees;

•        reviewing financial statements and discussing with management and the independent registered public accounting firm our annual audited and quarterly financial statements, the results of the independent audit and the quarterly reviews, and the reports and certifications regarding internal controls over financial reporting and disclosure controls;

•        preparing the audit committee report that the SEC requires to be included in our annual proxy statement;

•        reviewing reports and communications from the independent registered public accounting firm;

•        reviewing earnings press releases and earnings guidance;

•        reviewing the adequacy and effectiveness of our internal controls and disclosure controls and procedures;

•        reviewing our policies on risk assessment and risk management;

•        reviewing related party transactions;

•        establishing and overseeing procedures for the receipt, retention and treatment of accounting related complaints and the confidential submission by our employees of concerns regarding questionable accounting or auditing matters; and

•        reviewing and monitoring actual and potential conflicts of interest.

The members of our Audit Committee are Mr. Burlage, Mr. O’Brien, Mr. Jacobs, and Mr. Lay. Mr. Burlage serves as the chairperson of the committee. All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC. Our Board has determined that Mr. Burlage is an “audit committee financial expert,” as defined by applicable SEC rules and has the requisite financial sophistication. Our Board has determined that Mr. Burlage, Mr. O’Brien, Mr. Lay and Mr. Jacobs are independent under the applicable rules. The Audit Committee operates under a written charter that satisfies the applicable standards of the SEC.

Compensation Committee

The Compensation Committee evaluates, recommends, and approves policy relating to compensation and benefits of our officers and employees. The Compensation Committee is directly responsible for, among other matters:

•        annually reviewing and approving corporate goals and objectives relevant to the Stock Option Plan; (viii)compensation of our Chief Executive Officer and other executive officers;

•        evaluating the performance of these officers in light of those goals and objectives, and setting the compensation of these officers based on such evaluations;

•        administering and interpreting our cash and equity-based compensation plans;