Current Report Filing (8-k)
January 07 2021 - 8:31AM
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): January 6, 2021
LOGIQ,
INC.
(Exact
name of registrant as specified in its charter)
Delaware
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000-51815
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46-5057897
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(State
or other jurisdiction
of incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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85
Broad Street, 16-079
New
York, New York 10004
(Address
of Principal Executive Offices)
Registrant’s
telephone number, including area code: (808) 829-1057
(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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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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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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☐
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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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Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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None
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N/A
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N/A
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Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
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Board
Appointment
Effective
January 6, 2021, Lea Hickman was appointed as an independent director to the Board of Directors (the “Board”) of Logiq,
Inc., a Delaware corporation (the “Company”). The Company’s Board now consists of eight (8) members, five (5)
of which are considered to be independent directors.
There
is no arrangement or understanding between Ms. Hickman and any other person pursuant to which Ms. Hickman was selected as a director
of the Board. Ms. Hickman is not a participant in, nor is she to be a participant in, any related-person transaction or proposed
related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934,
as amended.
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Item
7.01
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Regulation
FD Disclosure
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On
January 7, 2021, the Company issued a press release announcing the appointment of Ms. Hickman as a member of the board. A copy
of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.
The
information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall
not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall
not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless
of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing.
This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required
to be disclosed solely by Regulation FD.
Forward
Looking Statements
This
Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.
All statements other than statements of historical fact contained in this Current Report, including statements regarding the Employment
Agreement, issuing incentive compensation, the potential adoption of an equity incentive plan, business strategy, and related
plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors
that may cause the Company’s actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and
estimates of the Company’s future performance and the future performance of the markets in which the Company operates are
necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms
such as “may,” “will,” “would,” “could,” “should,” “expect,”
“plan,” “anticipate,” “could,” “intend,” “target,” “project,”
“contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue”
or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions.
The Company has based these forward-looking statements largely on its current expectations and projections about future events
and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term
and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report
and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking
statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking
statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties
may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required
by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether
as a result of any new information, future events, changed circumstances or otherwise.
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Item
9.01
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Financial
Statements and Exhibits
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(d)
Exhibits
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
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LOGIQ,
INC.
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Dated:
January 7, 2021
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By:
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/s/
Brent Y. Suen
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Brent
Y. Suen, President
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