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): March
29, 2021
LOGIQ, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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000-51815
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46-5057897
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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None
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N/A
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N/A
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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 o
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. o
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Item 2.01
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Completion of Acquisition or Disposition of Assets.
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As previously
reported on a Current Report on Form 8-K (the “Prior 8-K) filed with the U.S. Securities and Exchange Commission
(the “SEC”) on March 5, 2021 by Logiq, Inc., a Delaware corporation (the “Company”), on March 3, 2021,
the Company, RAI Acquisition Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”),
Rebel AI, Inc., a Delaware corporation (“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI
(in such capacity, the “Stockholders’ Agent”), entered into an Agreement and Plan of Merger (the “Merger
Agreement”), pursuant to which, upon consummation of the transactions contemplated by the Merger Agreement, the parties intended
to effect a merger of Merger Sub with and into Rebel AI, whereby the separate existence of Merger Sub would cease and Rebel AI
would become a wholly-owned subsidiary of the Company (the “Merger”). A copy of the Merger Agreement was attached as
Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.
On March 29, 2021 (the “Closing
Date”), the parties consummated the Merger and Rebel AI became a wholly-owned subsidiary of the Company.
Pursuant to the
terms of the Merger Agreement, on the Closing Date, the Company issued an aggregate of 1,032,056 restricted shares (the “Shares”)
of the Company’s common stock, of which 301,478 Shares were deposited in an escrow account, pending release in accordance
with terms of the Merger Agreement. The Shares were valued at $6.634 per Share, which was the volume weighted average closing price
of the Company’s common stock on the OTCQX for the twenty consecutive trading days ending on the trading day immediately
prior to the Closing Date. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”).
The foregoing description
of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by
reference to the full text of the Merger Agreement, a copy of which is attached to the Prior 8-K as Exhibit 2.1 and is incorporated herein
by reference.
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Item 3.02
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Unregistered Sales of Equity Securities.
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The information set forth
in Item 2.01 of this Current Report on Form 8-K (“Current Report”) is incorporated by reference into this Item 3.02.
The issuance of the shares
of the Company’s Common Stock on the Closing Date is exempt from registration under the Securities Act in reliance on exemptions
from the registration requirements of the Securities Act in transactions not involved in a public offering pursuant to Section 4(a)(2)
of the Act and Rule 506(b) of Regulation D, as promulgated by the SEC thereunder.
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Item 7.01
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Regulation FD Disclosure
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On March 30, 2021, the Company issued a
press release announcing the consummation of the Merger. A copy of this press release is attached as Exhibit 99.1 to this Current
Report.
The information set forth under Item 7.01 of
this 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 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.
Forward Looking Statements
This Current Report, including Exhibit
99.1 attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding
the consummation of the Merger and related plans are forward-looking statements. These statements involve known and unknown risks,
uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be
materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the
markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can
identify forward-looking statements by terms such as “may,” “will,” “would,” “could,”
“should,” “expect,” “plan,” “anticipate,” “intend,” “target,”
“project,” “contemplate,” “believe,” “estimate,” “predict,” “potential”
or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current
Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections
about future events and financial trends that the Company believes may affect its financial condition, operating results, business
strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date
of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected
in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected
in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks
and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties.
Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained
herein, whether as a result of any new information, future events, changed circumstances or otherwise.
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Item 9.01
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Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
As permitted by Item 9.01(a)(3)
of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment
to this Current Report not later than 71 days after the date upon which this Current Report must be filed.
(b) Pro Forma Financial Information.
As permitted by Item 9.01(b)(2)
of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company
by an amendment to this Current Report not later than 71 days after the date upon which this Current Report must be filed.
(d) Exhibits
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.
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LOGIQ, INC.
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Dated: March 30, 2021
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By:
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/s/ Brent Suen
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Brent Suen
President and Executive Chairman
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Exhibit 99.1
Logiq Acquires Rebel AI to Bring E-commerce Growth
to Brands and Agencies
New York, N.Y. & Boulder, Colo. – March 30, 2021 –
Logiq, Inc. (OTCQX: LGIQ), a global provider of award-winning e-commerce and fintech solutions, has acquired Rebel AI, an innovator in
digital marketing solutions.
The Rebel AI platform, which is to be named Logiq Digital Marketing, will
enable small and medium-sized businesses (SMB) to more effectively compete against larger businesses for new customers. Through a simplified,
easy-to-use platform, marketers will be able to advertise across popular websites and connected TV media destinations to attract more
consumers to their online stores. Coupled with advanced audience targeting, artificial intelligence algorithms and blockchain-based security,
this platform will also lower the costs of customer acquisition.
“Rebel AI’s approach to addressing the needs of e-commerce
brands and agencies fully aligns with our strategic focus, and we expect the addition of their proprietary technology to dramatically
accelerate the time-to-market of the launch of our holistic digital marketing strategy,” stated Logiq CEO, Tom Furukawa. “Combining
our respective strengths and capabilities puts us years ahead in terms of delivering a uniquely powerful platform geared for our SMB agency
and brand clients.”
Logiq Digital Marketing is an open AI platform that not only provides flexibility
for future development and integrations, but also allows clients to embed their own unique customizations for their business while remaining
forward compatible with future enhancements.
“Logiq shares our vision of simplifying the marketing workflow for
small and medium businesses,” said Rebel AI’s founder and CEO, Manny Puentes. “By combining Rebel AI’s data management
and media buying capabilities, Fixel’s engagement-based AI-segmented audiences, and DataLogiq’s comprehensive consumer profiles
into a single platform, we’re laying the foundation for marketers to reach their consumers in an easier and more cost-effective
way.”
In the U.S. alone, the top 10 e-commerce players will account for 63.2%
of online sales. Along with rising digital media costs, hidden marketing technology fees, and fast-evolving laws and regulations
surrounding consumer data and privacy, SMBs have been underserved by the fragmented marketing technologies available to them to date.
Logiq Digital Marketing was built specifically to address these challenges.
Further details of the transaction
can be found in the company’s current report on Form 8-K filed with the Securities and Exchange Commission and available at sec.gov
and from the investor section of the company’s website at ir.logiq.com.
About Logiq
Logiq, Inc. (OTCQX: LGIQ) is a U.S.-based
leading global provider of eCommerce, mCommerce, and fintech business enablement solutions. Its DataLogiq subsidiary provides a data-driven,
end-to-end eCommerce marketing solution for enterprises and major U.S. brands, including Home Advisor, QuinStreet and Sunrun. Its AI-powered
LogiqX™ data engine delivers valuable consumer insights that enhance the ROI of online marketing spend. The company’s Fixel™
technology offers simplified online marketing with critical privacy features. Logiq Digital Marketing is an end-to-end digital marketing
platform for brands and agencies.
Logiq’s AppLogiq™ platform-as-a-service enables small- and
medium-sized businesses worldwide to easily create and deploy a native mobile app for their business without technical knowledge or background.
AppLogiq empowers businesses to reach more customers, increase sales, manage logistics, and promote their products and services in an
easy, affordable, and highly efficient way. AppLogiq is offered in 14 languages across 10 countries and three
continents, including some of the fastest-growing emerging markets in Southeast Asia. The company’s PayLogiq™ offers mobile
payments, and GoLogiq™ offers hyper-local food delivery services.
For more information about Logiq, go to Logiq.com.
Forward-Looking Disclaimer
This press release may contain certain forward-looking statements and information,
as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, and
is subject to the Safe Harbor created by those sections. Logiq cautions you that statements in this press release that are not a description
of historical facts are forward-looking statements. These statements are based on Logiq’s current beliefs and expectations. The
inclusion of forward-looking statements should not be regarded as a representation by Logiq or its affiliates that any of its plans or
expectations will be achieved. Actual results may differ from those set forth in this press release due to the risk and uncertainties
inherent in Logiq’s business, including, without limitation: the ability of Logiq to successfully complete the NEO listing process,
the fitness of Logiq’s products and services for a particular application or market, the ability to effectively integrate Rebel
AI into our business operations, expectations of future events, business trends, financial results, and/or business transactions that
may not be consummated or realized, as well as other risks described in Logiq’s prior press releases and in its filings with the
Securities and Exchange Commission (“SEC”), including under the heading "Risk Factors" in Logiq’s Annual Report
on Form 10-K and any subsequent filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements,
which speak only as of the date hereof, and Logiq undertakes no obligation to revise or update this press release to reflect events or
circumstances after the date hereof.
Company Contact
Brent Suen, President
Logiq, Inc.
Email contact
Media & Investor Contact
Ronald Both or Grant Stude
CMA Investor & Media Relations
Tel (949) 432-7566
Email contact
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