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 5, 2020
 
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)

 

Registrant’s telephone number, including area code: (808) 829-1057

 

 

 

(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.

 

On November 5, 2020, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 208,696 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $5.75 per share.

 

The Registered Offering resulted in gross proceeds of approximately $1,200,000 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about November 9, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

 

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), and which is incorporated herein by reference.

 

The Company is filing the opinion of its counsel, Procopio, Cory, Hargreaves & Savitch LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.

 

This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
5.1   Opinion of Procopio, Cory, Hargreaves & Savitch LLP
     
10.1   Form of Stock Purchase Agreement

 

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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: November 9, 2020 By:  /s/ Tom Furukawa
   

Tom Furukawa,

Chief Executive Officer

 

 

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Exhibit 5.1

 

PROCOPIO

12544 High Bluff Drive
Suite 400
San Diego, CA 92130

T. 858.720.6300
F. 619.235.0398

 

   

 

 

DEL MAR HEIGHTS

LAS VEGAS

orange county

PHOENIX

SAN DIEGO

SILICON VALLEY

 

November 9, 2020

 

Logiq, Inc.

85 Broad Street, 16-079

New York, New York 10004

 

Re: Registration Statement on Form S-3 (No. 333-248069)

 

Ladies and Gentlemen:

 

We have acted as special counsel to Logiq, Inc., a Delaware corporation (the “Company”), in connection with the Registration Statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and declared effective by the Commission on August 26, 2020 (No. 333-248069) (the “Registration Statement”), a base prospectus dated August 17, 2020 (the “Base Prospectus”), a prospectus supplement to be filed with the Commission pursuant to Rule 424(b) of the rules and regulations of the Act (the “Prospectus Supplement”, and together with the Base Prospectus, the “Prospectus”), and a Securities Purchase Agreement, dated November 5, 2020 (the “Purchase Agreement”), between you and certain investors (the “Investors”), relating to the offer and sale by the Company of 208,696 shares (the “Shares”) of the Company’s common stock, $0.0001 par value per share (the “Common Stock”).

 

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related Prospectus, other than as expressly stated herein with respect to the sale of the Shares.

 

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. In rendering the opinions expressed below, we have assumed without verification (i) the genuineness of all signatures, (ii) the legal capacity of natural persons, (iii) the authenticity of all documents submitted to us as originals, (iv) the conformity to the originals of all documents submitted to us as copies, and the authenticity of the originals of such copies, and (v) that all records and other information made available to us by the Company on which we have relied are complete in all material respects.

 

 

 

 

Logiq, Inc.

November 9, 2020

Page 2

 

We have further assumed that the Shares will be issued and sold in the manner stated in the Registration Statement and the Prospectus, and in compliance with the applicable provisions of the Act and the rules and regulations of the Commission thereunder, and the securities or blue sky laws of the various states.

 

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

 

The Shares, which have been registered pursuant to the Registration Statement and are described in the Prospectus, are duly authorized and when issued, sold and delivered against payment therefor as described in the Prospectus, will be validly issued, fully paid and non-assessable.

 

The opinions expressed herein are limited to (i) the General Corporation Law of the State of Delaware, and (ii) those Federal securities laws, rules, and regulations of the United States of America, in each case, which in our experience, without having made any special investigation as to the applicability of any specific law, rule, or regulation, are typically applicable to transactions of the nature contemplated in this letter. We express no opinion with respect to the laws of any other jurisdiction, any other laws of the State of Delaware, or the statutes, administrative decisions, rules, regulations and requirements of any county, municipality, subdivision or local authority of any jurisdiction.

 

This opinion is for your benefit in connection with the Registration Statement and Prospectus and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing of this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder. The opinions expressed herein are given as of the date hereof, and we assume no obligation to update or supplement such opinions after the date hereof.

 

  Very truly yours,
   
  /s/ Procopio, Cory, Hargreaves & Savitch LLP
   
  Procopio, Cory, Hargreaves & Savitch LLP

 

 

 

 

 

Exhibit 10.1

 

STOCK PURCHASE AGREEMENT

 

This Stock Purchase Agreement (“Agreement”), dated _______, 2020 (“Effective Date”), is by and between LOGIQ, Inc. (the “Company”) and __________. (“Investor”).

 

1. The Company and Investor are executing and delivering this Agreement in reliance upon: (i) a Registration Statement and Base Prospectus filed with the United States Securities and Exchange Commission (“Commission”) on August 17, 2020 on Form S-3; and (ii) a Prospectus Supplement filed with the Commission on ______ pursuant to Rule 424(b)(5), with both documents bearing Registration Number 333-248069;
     
2. The parties desire that, upon the terms contained in this Agreement, the Company shall issue and sell to Investor and Investor shall purchase for $________ ("Purchase Price") ________ registered shares of common stock of the Company (“Shares”).
     
3. Closing Date. The “Closing Date” shall be the date that the Purchase Price is transmitted by wire transfer or otherwise credited to or for the benefit of the Company. The consummation of the transaction set forth in this Agreement (“Closing”) shall take place at any location agreed to between the parties and upon the satisfaction or waiver of all conditions to Closing set forth in this Agreement.
     
4. Closing. On the Closing Date Investor shall purchase and the Company shall sell the Shares to Investor.
     
5. Purchased Shares. On the Closing Date, or as directed by Investor, the Company shall issue and deliver the Shares to Investor.
     
6. Status of the Company and Matters Related to this Agreement
     
a. Due Incorporation. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power to own its properties and to carry on its business as presently conducted. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the nature of the business conducted , or property owned by it, makes such qualification necessary, other than those jurisdictions in which the failure to so qualify would not have a Material Adverse Effect. For purposes of this Agreement, a “Material Adverse Effect” shall mean a material adverse effect on the financial condition, results of operations, prospects, properties or business of the Company and its Subsidiaries taken as a whole. For purposes of this Agreement, “Subsidiary” means any corporation which more than 30% of the outstanding capital stock having (in the absence of contingencies) ordinary voting power to elect a majority of the Company’s Board of Directors (“Board”). As of the Closing Date, each Subsidiary of the Company is set forth on Schedule 6(a) to this Agreement.

 

 

 

 

b. Outstanding Stock. All issued and outstanding shares of common stock of the Company and any Subsidiary have been duly authorized and validly issued and are fully paid and non-assessable.
     
c. Authority; Enforceability. This Agreement has been duly authorized, executed and delivered by the Company. The Company has full corporate power and authority necessary to deliver this Agreement and to perform the obligations set forth in this Agreement.
     
d. Capitalization and Additional Issuances of Common Stock. As of the date of this Agreement, the authorized and outstanding number of shares of common stock of the Company (not including the Shares) is set forth on Schedule 6(d) to this Agreement. There are no outstanding agreements or preemptive or similar rights affecting the common stock of the Company and no outstanding rights, warrants or options to acquire, or instruments convertible into or exchangeable for, or agreements or understandings with respect to the sale or issuance of any common stock of the Company or other equity interest in the Company except as described on Schedule 6(d) to this Agreement. The common stock, options, warrants, agreements and other rights to acquire equity of the Company is set forth on Schedule 6(d) to this Agreement. The only officer, director, employee and consultant stock option or stock incentive plan in effect or contemplated by the Company as of the date of this Agreement is described on Schedule 6(d) to this Agreement.
     
e. Consents. No consent, approval, authorization or order of any court, governmental agency, or body or arbitrator having jurisdiction over the Company or any Subsidiary, the OTC Markets Group, Inc. or the Company's shareholders is required for the sale of the Shares in accordance with this Agreement.
     
f. Stop Orders. There are no stop orders in effect from the United States Securities and Exchange Commission (“Commission”) or any state securities commission or any other regulatory authority of any stop order or of any order preventing or suspending any offering of the common stock of the Company, or of the suspension of the qualification of the common stock of the Company for offering or sale in any jurisdiction or the initiation of any proceeding for any such purpose. If any such stop order is issued, the Company will promptly notify Brown Stone.
     
g. Books and Records. From the date of this Agreement and until the Closing, the Company shall keep records and books of account in which full, true and correct entries will be made of all dealings or transactions in relation to its business and affairs in accordance with generally accepted accounting principles applied in the United States on a consistent basis.
     
h. Governmental Authorities. From the date of this Agreement and until the Closing, the Company shall duly observe and conform in all material respects to all valid requirements of governmental authorities relating to the conduct of its business, properties and assets.

 

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7. Miscellaneous.

 

a. Notices . All notices, requests and demands to or upon a party to this Agreement (“Notice”), to be effective, shall be in writing and shall be sent: (i) certified or registered mail, return receipt requested; (ii) by personal delivery against receipt; (iii) by overnight courier; or (iv) by email and shall be deemed to have been validly served, given delivered and received: (x) on the date indicated on the receipt, when delivered by personal delivery against receipt or by certified or registered mail; (y) one business day after deposit with an overnight courier; or (z) in the case of email notice, when sent. Notices shall be addressed as follows:

 

LOGIQ INC.
85 Broad Street, 16-079
New York, NY 10004
Attn: Tom Furukawa, CEO
Email:

INVESTOR

_________________

_________________

_________________

Attn:
Email:

 

b. Counterparts and Execution. This Agreement may be executed in any number of counterparts and by the different signatories to this Agreement on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same instrument. This Agreement may be delivered by facsimile or email transmission.

 

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The parties have executed this Agreement as of the Effective Date. 

 

LOGIQ INC. 

 

By:    

Printed Name:  
Title:    

 

INVESTOR:  

 

By:    

Printed Name:  

Title:    

 

 

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