Current Report Filing (8-k)
28 January 2022 - 1:01AM
Edgar (US Regulatory)
0001335112
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0001335112
2022-01-27
2022-01-27
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xbrli:shares
iso4217:USD
xbrli:shares
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): January 27, 2022
LOGIQ,
INC.
(Exact
name of registrant as specified in its charter)
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):
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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 ☐
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
8.01 Other Events
On
January 27, 2022 Logiq, Inc. (the “Company”) issued a press release announcing the completion of the transfer of its AppLogiq
business to Lovarra, a fully reporting U.S. public company. As previously disclosed in that Current Report on Form 8-K filed by the Company
with the Securities and Exchange Commission ( the “Commission”) on December 1, 2021, the Company controls Lovarra through
its subsidiary GoLogiq LLC.
In
connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued 26,350,756 shares of its common stock to the Company
(the “Lovarra Shares”). The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s
stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder
thereof will receive 1 share of Lovarra), which the Company intends to complete approximately 6 months from now, subject to customary
conditions and approvals.
A
copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K and the exhibit(s) attached hereto (collectively, the “Report”), including the disclosures set
forth herein, contains certain forward-looking statements that involve substantial risks and uncertainties. When used herein, the terms
“intends,” “anticipates,” “expects,” “estimates,” “believes” and similar
expressions, as they relate to us or our management, are intended to identify such forward-looking statements.
Forward-looking
statements in this Report or hereafter, including in other publicly available documents filed with the Commission, reports to the stockholders
of the Company and other publicly available statements issued or released by the Company involve known and unknown risks, uncertainties
and other factors which could cause the Company’s actual results, performance (financial or operating) or achievements to differ
from the future results, performance (financial or operating) or achievements expressed or implied by such forward-looking statements.
Such future results are based upon management’s best estimates based upon current conditions and the most recent results of operations.
These risks include, but are not limited to, the risks set forth herein and in such other documents filed with the Commission, each of
which could adversely affect the Company’s business and the accuracy of the forward-looking statements contained herein. The Company’s
actual results, performance or achievements may differ materially from those expressed or implied by such forward-looking statements.
Item
9.01 Financial Statements and Exhibits
(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:
January 27, 2022
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By:
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/s/
Brent Suen
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Brent
Suen
Chief
Executive Officer and Executive Chairman
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