GOLOGIQ, INC. Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed in the Company's Current Report on Form 8-K, filed with
the
LGIQ owns the 26,350,756 shares of Company common stock issued upon Closing (as
discussed above), and LGIQ's wholly owned subsidiary
As further disclosed in the Company's Current Report on Form 8-K, filed with the
A summary of the material terms of those agreements entered into by and between
the Company and LGIQ on
Master Distribution Agreement and Separation Agreement
The Master Distribution Agreement and Separation Agreement set forth the terms of the Asset Sale and the subsequent Distribution. Pursuant to these agreements, LGIQ has assigned, transferred, conveyed and delivered (or caused one or more of its subsidiaries to do so) its Applogiq platform and all of the Applogiq assets to the Company in exchange for the assumption by the Company of the liabilities of Applogiq and the issuance of shares of the Company to LGIQ, which shares of the Company will be distributed to the shareholders of LGIQ as of the Record Date as provided in the Distribution as part of the Spin Off.
The shares of the Company will be distributed on the Distribution Date pursuant to a stock dividend to LGIQ shareholders of record as of the Record Date in a dividend ratio of one Company share for each one share of LGIQ held on the Record Date (the "Dividend Ratio").
LGIQ retained its DataLogiq business, as well as certain other excluded assets, as specified in the Separation and Master Distribution Agreements. As a result of the Spin Off, following the Distribution Date, the Company will be owned by the stockholders of LGIQ and will cease to be a subsidiary of LGIQ and LGIQ and the Company will operate as two separate public companies with LGIQ operating its DataLogiq business and the Company operating the Applogiq business.
The Separation and Master Distribution Agreements do not include representations and warranties regarding any assets or liabilities transferred or assumed, any consents or approvals that may be required in connection with these transfers or assumptions, the value or freedom from any lien or other security interest of any assets transferred, the absence of any defenses relating to any claim of either party or the legal sufficiency of any conveyance documents. Except as expressly set forth in the separation and distribution agreement, all assets will be transferred on an "as is," "where is" basis.
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The Separation and Master Distribution Agreements govern each of the parties' rights and obligations regarding the Spin Off. Prior to consummation of the Distribution, the Company shall deliver all of its issued and outstanding shares of common stock held by LGIQ to a distribution agent. On the Distribution Date, the Company will instruct the distribution agent to electronically deliver such shares of its common stock to LGIQ's shareholders as of the Record Date based on the Dividend Ratio. As noted above, LGIQ currently expects that the Distribution will be consummated approximately six months from the Closing , subject to satisfaction of certain conditions and receipt of regulatory approvals.
Pursuant to the Separation Agreement and Master Distribution Agreements, each of the parties agreed to release the other and its affiliates, successors and assigns, and all persons that prior to the Spin Off have been the other's shareholders, directors, officers, members, agents and employees, and their respective heirs, executors, administrators, successors and assigns, from any claims against any of them that arise out of or relate to events, circumstances or actions occurring or failing to occur or any conditions existing at or prior to the time of the distribution. These releases are subject to exceptions set forth in the respective Separation and Master Distribution Agreements. In addition, each of the parties agreed to indemnify the other and each of the other's past and present directors, officers and employees, and each of their successors and assigns, against certain liabilities incurred in connection with the Spin Off and the parties' respective businesses. The amount of either parties' indemnification obligations will be reduced by any insurance proceeds the party being indemnified receives.
Tax Sharing Agreement
The Tax Sharing Agreement governs each of the parties' respective rights,
responsibilities and obligations with respect to taxes for any tax period ending
on or before the Distribution Date, as well as tax periods beginning before and
ending after the Distribution Date. Generally, (i) LGIQ will be liable for all
pre-distribution
Transition Services Agreement
The Transition Services Agreement provided and/or made available various administrative services and assets (each, a "Service," and collectively, the "Services") between the Company and LGIQ during the transition period commencing on the Closing and ending on the earlier of (i) the date that one of the parties . . .
Item 3.02 Unregistered Sales of
On
No underwriters were involved in the transaction described above. All of the securities issued in the foregoing transaction were issued by the Company in reliance upon the exemption from registration available under Section 4(a)(2) of the Securities Act, including Regulation D and/or Regulation S promulgated thereunder.
There have been no other recent unregistered sales of our securities that were
not reported in a Current Report on Form 8-K or periodic filing with the
Item 5.06 Change in Shell Company Status
The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
On
As such, we have determined that as of
Accordingly, and as a matter of law, upon the closing of the Asset Sale, the Company is no longer considered a "shell company" as that term is defined in Rule 405 of the Securities Act of 1933, as amended. Rule 405 provides that:
Shell company. The term shell company means a registrant, other than an
asset-backed issuer as defined in Item 1101(b) of
(1) No or nominal operations; and
(2) Either:
a. No or nominal assets;
b. Assets consisting solely of cash and cash equivalents; or,
c. Assets consisting of any amount of cash and cash equivalents and
nominal other assets.
Note: For purposes of this definition, the determination of a registrant's assets (including cash and cash equivalents) is based solely on the amount of assets that would be reflected on the registrant's balance sheet prepared in accordance with generally accepted accounting principles on the date of that determination.
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Item 9.01 Financial Statement and Exhibits.
(a) Financial Statements of Business Acquired.
This Current Report on Form 8-K will be supplemented by amendment to provide the required financial statements not later than 71 days after the date that this Current Report on Form 8-K was required to be filed.
(b) Pro Forma Financial Information.
This Current Report on Form 8-K will be supplemented by amendment to provide the required pro forma financial information not later than 71 days after the date that this Current Report on Form 8-K was required to be filed.
(d) Exhibits.
Exhibit No. Description
2.1 Form of Separation Agreement, dated December 15, 2021 , by and among
Lovarra and Logiq, Inc.*
2.2 Form of Master Distribution Agreement, dated December 15, 2021 , by and
among Lovarra and Logiq, Inc.*
2.3 Form of Tax Sharing Agreement, dated December 15, 2021 , by and among
Lovarra and Logiq, Inc.*
2.4 Form of Transition Services Agreement, dated December 15, 2021 , by and
among Lovarra and Logiq, Inc.*
3.1 Certificate of Incorporation (incorporated herein by reference to the
Company's Registration Statement on Form S-1, filed with the Commission
on May 18, 2019 ).
3.2 Certificate of Amendment After Issuance of Stock.
3.3 By-Laws (incorporated herein by reference to the Company's
Registration Statement on Form S-1, filed with the Commission on May 18,
2019 .).
* Incorporated herein by reference to the Company's Current Report on Form 8-K,
filed with the Commission on December 22, 2021 .
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