Docoh
Loading...

LGIQ Logiq

Filed: 21 Jun 21, 4:37pm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 21, 2021

 

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 000-51815 46-5057897

(State or other jurisdiction

of incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification No.)

 

85 Broad Street, 16-079

New York, New York 10004 

(Address of Principal Executive Offices)

 

(808) 829-1057

Registrant’s telephone number, including area code

 

 

(Former name or former address, if changed since last 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 pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of each exchange on which registered
None 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 1.01 Entry into a Material Definitive Agreement

 

As previously reported by Logiq, Inc., a Delaware corporation (the “Company”), on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on June 15, 2021, the Company entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to an offering in Canada (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (“Common Stock”, and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share.

 

On June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting offering expenses. The Company also issued 83,333 units of securities (the “Advisory Fee Units”), and 158,115 non-transferrable compensation options (the “Agent Options”) to the Agent as compensation for certain strategic advisory and support services rendered to the Company in connection with the Offering. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one Warrant. Each Agent Option is exercisable for one Unit at an exercise price of C$3.00 per Unit.

 

Warrant Indenture

 

On June 21, 2021, and in connection with the closing of the Offering, the Company entered into a Warrant Indenture (the “Warrant Indenture”) with Odyssey Trust Company (the “Warrant Agent”), pursuant to which the Company issued Warrants to purchase up to a maximum of 4,223,333 shares of Common Stock. Each Warrant is exercisable at any time after June 21, 2021, and prior to June 21, 2024.

 

The Warrant Indenture provides for the creation of the Warrants underlying the Units.

 

The Warrant Indenture sets forth the exercise terms of the Warrants, the mechanics for the exercise of the Warrants, and the issuance of the Warrant Shares. The Warrant Indenture further sets forth the rights of each Warrant holder in respect to the Warrants.

 

The Warrant Indenture contains customary representations, warranties, and indemnification provisions.

 

The foregoing description of the Warrant Indenture does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Warrant Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated by reference herein.

 

- 1 -

 

 

Item 7.01 Regulation FD Disclosure

 

On June 21, 2021, the Company issued a press release regarding the closing of the Offering in Canada. In addition, the Company’s common stock will begin trading on the NEO Exchange at the opening of the market on June 21, 2021, under the symbol “LGIQ”. The Company’s common stock will continue to trade in the United States on the OTCQX under the same symbol.

 

A copy of this press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

 

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

 

The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

 

Item 8.01 Other Events

 

On June 21, 2021, the Company filed a prospectus supplement (the “Resale Prospectus Supplement”) to its shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Commission on August 17, 2020, and was declared effective on August 26, 2020. The Resale Prospectus Supplement covers the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities.

 

The Company is filing the opinions of Procopio, Cory, Hargreaves & Savitch LLP, and Miller Thomson LLP, relating to the legality of the issuance and sale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options, as Exhibit 5.1 and Exhibit 5.2, respectively, hereto, which such legal opinions are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No. Description
   
4.1 Form of Warrant Indenture, dated June 21, 2021
5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP
5.2 Opinion of Miller Thomson LLP
23.1 Consent of Procopio, Cory, Hargreaves & Savitch LLP (included within the opinion filed as Exhibit 5.1)
23.2 Consent of Miller Thomson LLP (included within the opinion filed as Exhibit 5.2)
99.1 Press Release, dated June 21, 2021

 

- 2 -

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 LOGIQ, INC.
   
Dated: June 21, 2021By: /s/ Brent Suen
  

Brent Suen

President and Executive Chairman

 

 

- 3 -