Item 1.02 Termination of a Material Definitive Agreement
As previously disclosed in that certain Current Report on Form 8-K filed with
the Securities and Exchange Commission (the "SEC") on March 31, 2022 (the "Prior
8-K"), on March 30, 2022, Logiq, Inc., a Delaware corporation (the "Company"),
entered into a Purchase Agreement with Ionic Ventures, LLC ("Ionic"), whereby
the Company had the right, but not the obligation, to sell to Ionic, and Ionic
was obligated to purchase up to in the aggregate $40,000,000 worth of the
Company's common stock (the "Purchase Shares"), par value $0.0001 per share
("Common Stock").
The initial issuance of $3,000,000 in Common Stock and the shares issuable upon
exercise of a Warrant were registered pursuant to the Company's then effective
shelf registration statement on Form S-3 (File No. 333-259851) (the "Shelf
Registration Statement"), and the related base prospectus included in the Shelf
Registration Statement dated October 8, 2021, as supplemented by a prospectus
supplement filed on March 31, 2022 (the "Prospectus Supplement").
The Company intended to register the remaining up to $37,000,000 worth of Common
Stock under the Purchase Agreement pursuant to a resale registration statement
on Form S-1 filed subsequently with the Securities and Exchange Commission (the
"SEC") on July 18, 2022 (the "Resale Registration Statement"). The Company and
Ionic entered into a Registration Rights Agreement (the "Registration Rights
Agreement") dated as of March 30, 2022, for such purpose.
Effective March 16, 2023, the Company and Ionic mutually agreed to terminate the
Purchase Agreement and Registration Rights Agreement (the "Termination"). In
connection with the Termination, the Company filed a withdrawal of its Resale
Registration Statement on Form S-1 confirming no additional shares were offered
or sold under the Resale Registration Statement. As such, the Company has
terminated the right to register for sale the additional $37,000,000 in
additional Common Stock as a result of the Termination and no additional shares
will be issued or sold under such agreements.
Item 7.01 Regulation FD Disclosure
On March 16, 2023, the Company issued a press release announcing the
Termination. A copy of that press release is furnished as Exhibit 99.1 hereto
and incorporated herein by reference.
Exhibit 99.1 contains forward-looking statements. These forward-looking
statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Forward-looking
statements are based upon assumptions as to future events that may not prove to
be accurate. Actual outcomes and results may differ materially from what is
expressed in these forward-looking statements.
The information set forth under Item 7.01 of this Current Report on Form 8-K
("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 of 1933, as amended, 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.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit No. Description
99.1 Press Release, dated March 16, 2023
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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