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): November 6, 2024
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.) |
230 Victoria Bugis Junction | ||
| (Address of Principal Executive Offices) |
+65 9366 2322
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:
| ☐ | 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
On November 6, 2024, Logiq Inc. (the "Company") entered into a Stock Purchase Agreement (the "Acquisition Agreement") with EviMate LLC. (“EviMate”) and the unit holders of EviMate (the “Unitholders”). Pursuant to the Acquisition Agreement, at the closing thereof (the “Closing”), the Company agreed to exchange Five Million USD ($5,000,000) of newly issued common stock of the Company (or a Preferred Stock equivalent) (the “Closing Shares”) for all of the outstanding units of EviMate held by the Unitholders. All parties hereto agree that the value of the Closing Shares distributed on the Closing Date shall be priced based on the thirty (30) trading day volume-weighted average price (“VWAP”) immediately prior to the Closing Date. Units that have been optioned shall remain as options under the same terms as the original option grant by EviMate. Closing is expected to occur on or before December 31, 2024, with an extension if necessary by mutual agreement of the parties.
The Acquisition Agreement contemplates that the issuance of shares of our Common Stock to holders of EviMate’s equity interests in connection therewith will be exempt from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering, and Regulation D and Regulation S under that section, and that these securities, when issued, may not be offered or sold in the United States absent such registration or an applicable exemption from such registration requirements, and will be subject to further contractual restrictions on transfer as described in the Acquisition Agreement.
The Acquisition Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company and EviMate.
All descriptions of the Acquisition Agreement herein are qualified in their entirety by reference to the text thereof filed as Exhibit 2.1 hereto, which is incorporated herein by reference. The Acquisition Agreement governs the contractual rights between the parties in relation to the transactions contemplated thereby and contains customary representations and warranties and pre- and post-closing covenants of each party. The Acquisition Agreement is not intended to be, and should not be relied upon as, making disclosures regarding any facts and circumstances relating to the Company or EviMate.
The Acquisition Agreement is described in this Current Report on Form 8-K and attached as Exhibit 2.1 hereto only to provide investors with information regarding the terms and conditions of the Acquisition Agreement, and, except for its status as a contractual document that establishes and governs the legal relationship among the parties thereto with respect to the transactions contemplated thereby, is not intended to provide any other factual information regarding the Company or EviMate or the actual conduct of their respective businesses during the pendency of the Acquisition Agreement, or to modify or supplement any factual disclosures about the Company contained in any of the Company’s public reports filed with the Securities Exchange Commission (the “SEC”). The representations and warranties contained in the Acquisition Agreement have been negotiated with the principal purpose of establishing the circumstances under which a party may have the right not to consummate the transaction if the representations and warranties of the other party prove to be untrue due to a change in circumstance or otherwise, and of allocating risk between the parties, rather than establishing matters as facts. These representations, warranties and covenants were made as of specific dates and only for purposes of the Acquisition Agreement, not for the benefit of any investors, and are subject to important exceptions and limitations, including a contractual standard of materiality different from that generally relevant to investors, and are qualified by information in confidential disclosure schedules that the parties exchanged in connection with the execution of the Acquisition Agreement. The parties reserve the right to, but are not obligated to amend or revise the Acquisition Agreement. Accordingly, investors should not rely on representations and warranties as characterizations of the actual state of facts, or for any other purpose, at the time they were made or otherwise.
This current report on Form 8-K is issued in accordance with Rule 135c under the Securities Act, and is neither an offer to sell any securities, nor a solicitation of an offer to buy, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 2.1 | Form of Stock Purchase Agreement, dated November 6, 2024, by and among Logiq, Inc., EviMate, LLC, and the Members of EviMate,LLC.* | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL document) |
| * | Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish copies of any of the omitted schedules or exhibits upon request of the U.S. Securities and Exchange Commission. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Logiq, Inc. | |||
| Date: November 6, 2024 | By: | /s/ Brent Suen | |
| Name: | Brent Suen | ||
| Title: | Chief Executive Officer | ||
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