Current Report Filing (8-k)
July 06 2016 - 9:23AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): June 30, 2016
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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Item
2.01 Completion of Acquisition or Disposition of Assets.
On
June 30, 2016,
Lifelogger Technologies Corp. (the “Company”, “we”,
“us”, “our”) completed the acquisition of certain assets of
Pixorial, Inc. (“Pixorial”)
pursuant to the terms of the Amended and Restated Asset Purchase Agreement entered into among us, Pixorial and Andres Espiniera
dated June 20, 2016 (the “Amended Agreement”) as previously disclosed in our Current Report on Form 8-K filed with
the SEC on June 21, 2016. Pursuant to the terms of the Amended Agreement, we acquired the trademark “What’s Your Story”
and Pixorial’s customer list (the “Pixorial Asset Acquisition”).
Under
the terms of the Amended Agreement, we agreed to issue 2,600,200 shares of our unregistered common stock to the existing shareholders
and certain creditors of Pixorial. In addition, we amended 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 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.
In
addition, Siena Pier Ventures 2007 Fund, LLP and Siena Pier Ventures, LLC (the “Secured Creditors”), holders of certain
indebtedness of Pixorial in the aggregate principal sum of $2,025,000 (the “Siena Debt”) agreed to cancel a portion
of the Siena Debt for 2,437,800 of the total 2,600,200 shares of our common stock to be tendered as consideration and the Secured
Creditors’ shares are 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.
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 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed with the SEC on June 21,
2016).
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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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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:
July 6, 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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