Item 1.01 Entry into a Material Definitive Agreement
On November 8, 2022, Logiq, Inc., a Delaware corporation (the "Company"), and
BattleBridge Acquisition Co., LLC, a wholly owned subsidiary of the Company
("Battlebridge"), entered into a Managed Services Agreement (the "MSA") with a
significant new client (the "Client"), pursuant to which Battlebridge will
provide certain affiliate management, website development, lead generation,
email management, and search engine optimization services (collectively, the
"Services") to Client through the Company's platform. The MSA will terminate on
October 31, 2023, provided that the term may be extended beyond such date by
mutual written agreement of the parties. Notwithstanding the foregoing, Client
may terminate the MSA at any time after January 1, 2023, without cost or any
penalty, in the event that it is dissatisfied with the Services provided
thereunder.
In connection with the MSA, on November 8, 2022, the Company and Client also
entered into an Independent Contractor Agreement (the "IC Agreement," and
together with the MSA, the "Agreements"), pursuant to which Client will provide,
on a non-exclusive basis, certain business development strategies and execution
and consulting services regarding e-commerce, digital marketing, and online
advertising, including lead generation, affiliate marketing and brand
development to the Company. The term of the IC Agreement coincides with the term
of the MSA.
As compensation for the services to be provided by Client to the Company under
the IC Agreement, the Company agreed to issue Client 1,750,000 restricted shares
of its common stock (the "Initial Shares") upon execution of the Agreements. In
the event that the proposed acquisition of a wholly owned subsidiary of the
Company by Abri SPAC I, Inc., which proposed acquisition was previously
disclosed by the Company in that Current Report on Form 8-K filed with the
Securities and Exchange Commission on September 12, 2022, is not completed on or
before April 1, 2023, then the Company shall issue Client an additional
1,750,000 restricted shares of its common stock (such additional shares together
with the Initial Shares, the "Registrable Shares") as further contingent
consideration pursuant to the Agreements. In addition, the Company agreed to
reimburse up to $25,000 of legal fees paid by Client in connection with the
Agreements.
Pursuant to the MSA, Client shall have certain piggyback registration rights
with respect to the Registrable Shares.
The foregoing description of the Agreements does not purport to be complete, and
is qualified in its entirety by reference to the complete text of such
Agreements, copies of which will be filed as exhibits to the Company's next
periodic report.
Item 7.01 Regulation FD Disclosure.
On November 8, 2022, the Company issued a press release announcing the execution
of the Agreements. A copy of the press release is furnished as Exhibit 99.1 to
this Current Report and is incorporated herein by reference.
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The information in this Item 7.01, including Exhibit 99.1, is 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
liabilities under that section, nor shall it be deemed incorporated by reference
in any filing under the Securities Act of 1933, as amended, or the Exchange Act,
except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit Description
No.
99.1 Press Release dated November 8, 2022.
104 Cover Page Interactive Data File - the cover page XBRL tags are embedded
within the Inline XBRL document.
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