GammaRey, Inc. signed a mutual non-binding letter of intent to acquire GoLogiq, Inc. (OTCPK:GOLQ) for approximately $320 million in a reverse merger transaction on December 15, 2022. GammaRey, Inc. entered into an agreement to acquire GoLogiq, Inc. (OTCPK:GOLQ) for approximately $190 million in a reverse merger transaction on December 31, 2022. Under the terms of the proposed agreement, GoLogiq will acquire GammaRey as a wholly owned subsidiary in an all-stock transaction. GoLogiq would issue common shares to GammaRey shareholders valued at $320 million based on the pricing of $3.00 per share. The Shareholders have agreed to exchange all of their shares of Gamma Stock, or the right to receive such stock, for an aggregate of approximately 107 million newly issued shares of the Common Stock, $0.001 par value, of GOLQ (the “ GOLQ Stock ”). In the aggregate, the shares of GOLQ Stock issuable to the Shareholders will be approximately seventy-two and seven tenths percent (72.7%) of the total issued and outstanding shares of common stock of GOLQ as of and immediately after the Closing. The transaction would follow GoLogiq’s spin-off of assets from Logiq, Inc. (OTCQX: LGIQ) which was completed earlier this year. Following the transaction, GoLogiq would continue to trade under the symbol “GOLQ” on the securities marketplace maintained by The OTC Markets until such time FINRA would approve a planned name change and new symbol. GoLogiq would also plan to apply for an uplisting to a listed exchange, such as Nasdaq or the NYSE. Such an application would be subject to approval based on several factors, including satisfaction of minimum listing requirements. GoLogiq intends to satisfy the applicable listing requirements; however, there can be no assurance its application would be approved. While the company believes that the transaction will be completed as anticipated, definitive agreements are not yet signed and no assurances can be given that such agreements will be signed or the transaction completed as described. The deal is subject to Satisfactory Completion of Due Diligence. The Share Exchange Agreement and the transactions contemplated thereby have been approved by the board of directors of the Company and GammaRey. The parties anticipate the acquisition will close before the end of this year (2022). The transaction is anticipated to be completed within the next few weeks, subject to customary closing terms. Kline Law Group, PC acted as legal advisor to GoLogiq.

GammaRey, Inc. completed the acquisition of GoLogiq, Inc. (OTCPK:GOLQ) in a reverse merger transaction on March 6, 2023. Timothy Alford, former GammaRey CEO and is now president of the new GammaRey subsidiary. The aforementioned potential ambiguity in shares outstanding has been resolved and all seventy-seven million five hundred thousand (77,500,000) of such shares were fully issued and recorded in book entry by the Company’s transfer agent on or before April 4, 2023. The GammaRey Shareholders are also entitled to up to an additional twenty-nine million one hundred sixty-six thousand six hundred sixty-six (29,166,667) shares of common stock of the Company being reserved for later issuance to the Shareholders pursuant to the terms of the Share Exchange Agreement.