Amended Current Report Filing (8-k/a)
June 21 2016 - 2:23PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
(Amendment
No. 1)
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 10, 2015
LIFELOGGER
TECHNOLOGIES CORP.
(Exact
name of registrant as specified in its charter)
Nevada
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333-186415
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45-5523835
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(State
or other jurisdiction
of incorporation)
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(Commission
File No.)
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(IRS
Employer
Identification No.)
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11380
Prosperity Farms Road, Suite 221E,
Palm
Beach Gardens, FL
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33410
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(Address
of principal executive offices)
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(Zip
Code)
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(561) 515-6928
Registrant’s
telephone number, including area code
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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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY
NOTE
On
November 16, 2015, Lifelogger Technologies Corp., a Nevada corporation (the “Company”, “we”, “us”,
“our”) filed a Current Report on Form 8-K (the “Form 8-K”) related to an Asset Purchase Agreement (the
“Asset Purchase Agreement”) we entered into with Pixorial, Inc. (“Pixorial”) This Amendment No. 1 to the
Form 8-K is filed to disclose the Amended and Restated Asset Purchase Agreement as described below which amends and restates the
Asset Purchase Agreement.
Item
1.01. Entry into a Material Definitive Agreement.
Acquisition
of Pixorial Assets
On
June 20, 2016, we entered into an Amended and Restated Asset Purchase Agreement (the “Amended Agreement”) with Pixorial,
Inc. (the “Seller”), pursuant to which the Company amended and restated the Asset Purchase Agreement it entered into
with Pixorial and Andres Espiniera dated November 10, 2015. Pursuant to the terms of the Amended Agreement, we agreed to purchase,
and Pixorial agreed to sell certain assets of Pixorial comprised of the trademark “What’s Your Story” and its
customer list (the “Pixorial Asset Acquisition”).
Under
the terms of the Amended Agreement, the Company agreed to issue 2,600,200 shares of its unregistered common stock to the existing
shareholders and certain creditors of Pixorial. In addition, we agreed to amend the exercise price of Mr. Espineira’s November
10, 2015 stock option award to acquire 6,000,000 shares of our common stock to $.10 per share. The shares of our common stock
to be issued to Pixorial’s shareholders and creditors will also be subject to a lock-up agreement whereby one-third the
number received by each may be sold beginning as of each of the first three anniversaries of the closing of the Pixorial Asset
Acquisition.
Consummation
of the Pixorial Asset Acquisition, which shall occur no later than July 15, 2016, is subject to certain conditions, including:
(i) consent to the Asset Purchase Transaction by both the shareholders of Pixorial and the principals of Siena Pier Ventures 2007
Fund, LLP and Siena Pier Ventures, LLC (the “Secured Creditors”), holders of certain indebtedness of the Company in
the aggregate principal sum of $2,025,000 (the “Siena Debt”), shall have been delivered; (ii) the Secured Creditors
shall have agreed to cancel a portion of the Siena Debt for 2,437,800 of the total 2,600,200 shares of the Company’s common
stock to be tendered as consideration, (iii) such Secured Creditors’ shares also being subject to a lock-up agreement whereby
only one-third of the shares may be sold beginning on each of the first three anniversaries of the closing of the Pixorial Asset
Acquisition; and (iv) the parties shall have reaffirmed to one another as of closing their customary representations and warranties
made as of the execution date under the Amended Agreement.
The
foregoing description of the terms of the Amended Agreement does not purport to be complete and is qualified in its entirety by
reference to the Amended Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No.
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Description
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10.1*
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Amended
and Restated Asset Purchase Agreement dated as of June 20, 2016 between Lifelogger Technologies Corp., Pixorial, Inc. and
Andres Espiniera.
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10.2
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Stock
Option Agreement dated as of November 10, 2015 between Lifelogger Technologies Corp. and Andres Espineira (incorporated by
reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on November 16, 2015).
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*
Filed herewith.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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LIFELOGGER
TECHNOLOGIES CORP.
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Date:
June 21, 2016
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By:
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/s/
Stewart Garner
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Stewart
Garner
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Chief
Executive Officer
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