Item
1.01 Entry into a Material Definitive Agreement
As
previously reported by Logiq, Inc., a Delaware corporation (the “Company”), on a Current Report on Form 8-K filed by the
Company with the Securities and Exchange Commission (the “Commission”) on June 15, 2021, the Company entered into an
Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to an offering
in Canada (the “Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and
a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000,
and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per
share (“Common Stock”, and the Common Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock
purchase warrant (each, a “Warrant”), where each Warrant entitles the holder thereof to acquire one share of Common Stock
(each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share.
On
June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting
offering expenses. The Company also issued 83,333 units of securities (the “Advisory Fee Units”), and 158,115 non-transferrable
compensation options (the “Agent Options”) to the Agent as compensation for certain strategic advisory and support services
rendered to the Company in connection with the Offering. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii)
one Warrant. Each Agent Option is exercisable for one Unit at an exercise price of C$3.00 per Unit.
Warrant
Indenture
On
June 21, 2021, and in connection with the closing of the Offering, the Company entered into a Warrant Indenture (the “Warrant Indenture”)
with Odyssey Trust Company (the “Warrant Agent”), pursuant to which the Company issued Warrants to purchase up to a maximum
of 4,223,333 shares of Common Stock. Each Warrant is exercisable at any time after June 21, 2021, and prior to June 21, 2024.
The
Warrant Indenture provides for the creation of the Warrants underlying the Units.
The
Warrant Indenture sets forth the exercise terms of the Warrants, the mechanics for the exercise of the Warrants, and the issuance of
the Warrant Shares. The Warrant Indenture further sets forth the rights of each Warrant holder in respect to the Warrants.
The
Warrant Indenture contains customary representations, warranties, and indemnification provisions.
The
foregoing description of the Warrant Indenture does not purport to be complete and is subject to and qualified in its entirety by reference
to the full text of the Warrant Indenture, a copy of which is filed herewith as Exhibit 4.1 and is incorporated by reference herein.