LOGX Peerlogix Inc (CE)

Item 3.02 Unregistered Sales of Equity Securities.

On February 15th, 2017, Peerlogix, Inc. (the “Company”), completed a fund raising of an aggregate of $825,500 dollars in connection with a private placement (the “Offering”) through a placement agent of up to a total of 75 units (the “Units”) of the Company’s securities pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D under the Securities Act. Each Unit was offered at a price of $10,000 and consists of one six (6) month, 18% convertible promissory note (36% on an annual basis) with a face value of $10,000 and warrants to acquire an aggregate number of shares equal to 50% of the shares of common stock into which the Note related thereto shall initially be convertible at an exercise price of $0.10 per share during the four (4) year period commencing on the final closing of this Offering. WestPark capital acted as the sole placement agent for the offering. A total of 12,124,999 shares of the Company’s common stock, par value $.001 per share, were issued in connection with the offering. The Company intends to use the proceeds from the Offering for working capital and general corporate purposes. The Company paid its placement agent a commission of 10% of the funds raised from such investors in the Offering. In addition, the Placement Agent received warrants to purchase a number of units equal to 10% of the units sold to investors in the Offering.