Delivery of the shares offered hereby is expected to be made on
or about November 9, 2020.
DISCLOSURE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement
contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, which we refer
to as the Securities Act, and Section 21E of the Exchange Act of 1934, as amended, which we refer to as the Exchange Act, that
involve a number of risks and uncertainties. Although our forward-looking statements reflect the good faith judgment of our management,
these statements can only be based on facts and factors currently known by us. Consequently, these forward-looking statements
are inherently subject to risks and uncertainties, and actual results and outcomes may differ materially from results and outcomes
discussed in the forward-looking statements.
Forward-looking
statements can be identified by the use of forward-looking words such as “believes,” “expects,” “hopes,”
“may,” “will,” “plan,” “intends,” “estimates,” “could,”
“should,” “would,” “continue,” “seeks,” “pro forma,” or “anticipates,”
or other similar words (including their use in the negative), or by discussions of future matters. These statements include but
are not limited to statements under the captions “Business,” “Risk Factors” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and in other sections included in any applicable
prospectus supplement or incorporated by reference from our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as
applicable, as well as our other filings with the SEC. You should be aware that the occurrence of any of the events discussed
under the heading “Risk Factors” in any applicable prospectus supplement and any documents incorporated by reference
herein or therein could substantially harm our business, operating results and financial condition and that if any of these events
occurs, it could adversely affect the value of an investment in our securities.
The
cautionary statements made in this prospectus are intended to be applicable to all related forward-looking statements wherever
they may appear in this prospectus or in any prospectus supplement or any documents incorporated by reference herein or therein.
We urge you not to place undue reliance on these forward-looking statements, which speak only as of the date they are made. Except
as required by law, we assume no obligation to update our forward-looking statements, even if new information becomes available
in the future.
PROSPECTUS
SUPPLEMENT SUMMARY
This
summary highlights selected information about Logiq, Inc. This summary does not contain all of the information that may be
important to you in making an investment decision. For a more complete understanding of Logiq, Inc. you should read carefully
this entire prospectus supplement and the accompanying prospectus, including the “Risk Factors” section and the other
documents we refer to and incorporate by reference. Unless otherwise indicated, “common stock” means our common stock,
par value $0.0001 per share.
Overview
We
enable small-to-medium-sized businesses (“SMBs”) to create a mobile application (“app”) for their business
without the need of technical knowledge, high investment, or background in information technology (“IT”) by utilizing
the Company’s core platform, “CreateApp”, which is a platform that is offered as a Platform as a Service (“PaaS”)
to the Company’s clients and customers.
We
provide our PaaS to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers,
and promote their products and services using our PaaS, which we believe is a simple, easy to build mobile app at an affordable
price and in a cost-effective manner. We recognize revenue on a pay to use subscription basis when our customers use our platform
in order to create mobile apps for their business.
Products
General
Since
2017, we have been focused on enabling mobile commerce via our enhanced platform offered on a PaaS basis, and the Company’s
e-wallet initiative. Product launches with our strategic partners DPEX (Indonesia), BGT (Thailand), and Augicom/Orange (France)
are representative of the PaaS platform strategy and product offering.
As
of the filing date of this registration statement, we currently offer the following products: (i) CreateApp, (ii) AtozPay, (iii)
AtozGo, and (iv) DataLogiq
CreateApp
CreateApp,
the Company’s core product and PaaS, allows SMBs to create mobile apps for their business without the need of technical
knowledge, high investment, or background in IT.
CreateApp
has evolved over the course of 2017, 2018 and 2019 to capitalize on the immediate opportunity for developing a larger network
of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East
Asia and the United States. The platform enhancements have taken the Company’s technology from a standalone DIY app builder,
to an enhanced platform built to enable mobile commerce by empowering users to create their own e & M-commerce ecosystem.
In
2019, Logiq focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase
the number of users and merchants available to users of the Company’s products on a PaaS basis. These efforts expanded on
the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners,
and after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement,
interaction, and co-marketing/sales substantially benefited the Company in 2018 and 2019.
AtozPay
AtozPay,
beta testing originally launched in late 2017 as the Company’s e-wallet initiative, is a ‘consumer facing’ product
offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform that provides payment capabilities
to users of our platform. However, AtozPay is designed to be a robust, universal payment platform, therefore, its growth is not
limited to the Company’s PaaS customers alone.
Since
its launch, AtozPay has surpassed the Company’s expectations as it has achieved stronger than anticipated customer traction
with limited marketing expense. Since inception AtoZPay total Gross Mobile Transaction Volume has exceeded $18M. As of the filing
date of this registration statement, AtoZPay is operating at an annualized run-rate above $18M.
AtozGo
AtozGo
is our PaaS platform that provides mobile payment capabilities for the local food delivery service industry.
We
launched AtozGo in the fall of 2019 in Jakarta, Indonesia and by March 2020 reached a registered customer base of 102,000 mobile
users with about 16% of the userbase generating more than 16,000 deliveries per day.
The
Company plans to continue to reinvest in AtozGo in order to increase user growth and regional expansion with its unique pedestrian-powered
approach to urban food delivery.
DataLogiq
The
Company acquired Logiq, Inc. (Nevada subsidiary), doing business as DataLogiq, in January 2020. DataLogiq provides a data-driven,
end-to-end eCommerce marketing solution for enterprises and major U.S. brands, like Home Advisor, QuinStreet and Sunrun. The AI-powered
LogiqX™ data engine delivers valuable consumer insights that enhance the ROI of online marketing spend.
The
Company plans to continue to grow the DataLogiq business by increasing sales and marketing efforts and also acquisitions of complementary
businesses.
Product
Development
Development
of our software is focused on expanding product lines, designing enhancements to our core technologies, and integrating existing
and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates
to our products and to continue to look for opportunities to expand our existing suite of products and services.
To
date, we have developed products internally, sometimes also licensing or acquiring products, or portions of products, from third
parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise
acquire technology or products from third parties when it makes business sense to do so.
Our
Strategy
Although
Logiq’s CreateApp platform originally focused on the Pan-Asia markets—the platform is provided in fourteen, predominantly
Asian, languages—we have partners that work with us to develop other markets.
The
CreateApp platform enables SMBs to create a mobile app without the need of technical knowledge, high investment or background
in IT.
We
believe that through our app, SMBs can increase sales, reach more customers and promote their products and services via a simple
easy to build mobile app at an affordable price and in a cost-effective manner.
Logiq
currently offers the CreateApp platform directly, as a Platform as a Service (PaaS).
Logiq
also offers a DIY App builder through a ‘white label’ platform, also under a PaaS model, with the apps developed generating
revenue in the following markets, primarily via cooperation agreements that were structured in late 2015, 2016 and 2017.
For
the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our
platform.
Plan
of Operations
During
2019 Logiq plans to continue to develop and expand strategic partnerships that would increase the number of users and merchants
available to users of the Company’s products on a PaaS basis.
This
includes the continued roll-out of the PaaS platform with our strategic partners in various regions as well as introducing additional
logistics solutions with PT Royal Express Indonesia.
Underlying
all the various business units, ‘data’ is at the heart of them meaning that DataLogiq will provide data capture and
analytics to customers across all business units should the need be there.
Furthermore,
the company expects to expand the AtoZPay e-wallet services as our QR Code payment technology trials to continue and are now poised
to launch a robust marketing effort. The company’s partnership with Finnet is expected to accelerate adoption to over 200,000
merchant outlets using AtoZPay QR technology.
Finnet,
founded in 2005, is 60% owned by PT. Telekomunikasi Indonesia, the largest provider of telecom services in Indonesia, is currently
the largest ‘fixed-line’ provider with over 10 million households and businesses as their clients.
Further,
the Company plans to expand the AtoPay e-wallet solution to other Greater South East Asia countries.
Corporate
Information
Logiq,
Inc. is a Delaware corporation that incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, and
its common stock is quoted on the OTCQX Market under the symbol, “LGIQ.”
On
April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’),
an Indonesian limited liability company of which the Company held a 49% equity interest, spun off to shareholders as of December
2018, with the option to purchase an additional 31% equity interest at a later date.
The
Company holds a 31% unexercised option in WIP as at December 31, 2019. The Company is in the process of increasing its equity
interest in WIP to 51% in order to consolidate the financial results of WIP on a going-forward basis.
On
December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (“Origin8), entered
into an Asset Purchase Agreement (the “Purchase Agreement”) whereby Origin8 would acquire substantially all of the
assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,”
and together with Push, the “Sellers”), in exchange for a total of up 35,714,285 shares of restricted common stock
(the “Sellers’ Shares”) of the Company (the “Transaction”).
On
January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of
Push pursuant to the terms of the Purchase Agreement.
Under
the terms of the Purchase Agreement, at closing the Company issued 28,571,428 of the Sellers’ Shares to ConversionPoint,
and the remaining 7,142,857 of such Sellers’ Shares were issued and placed in an independent third-party escrow where such
shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification
purposes.
On
September 25, 2020, the Company commenced trading under the Company’s new name, Logiq, Inc., and the new symbol: “LGIQ”.
Our
principal executive offices are located at 85 Broad Street, 16-079, New York, NY 10004and our telephone number is (808) 829-1057.
We maintain an internet website at www.logiq.com. We do not incorporate the information on our website into this prospectus supplement
and you should not consider it part of this prospectus supplement.
Where
You Can Find More Information
For
additional information as to our business, properties and financial condition, please refer to the documents cited in “Where
You Can Find More Information.”
THE
OFFERING
The
following summary is provided solely for your convenience and is not intended to be complete. You should read the full text and
more specific details contained elsewhere in this prospectus supplement and the accompanying prospectus. For a more detailed description
of our common stock, see “Description of Capital Stock” in the accompanying prospectus.
Issuer:
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Logiq, Inc.
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Common stock offered by us:
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208,696 shares
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Common stock outstanding after this offering:
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13,656,112 (1)
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Use of Proceeds:
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We will receive gross proceeds of approximately $1.2 million from the sale of the common
stock in this offering. We plan to use the net proceeds received in such sale for working capital and general corporate purposes.
For more information, see the section titled “Use of Proceeds.”
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Risk factors:
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You should read the “Risk Factors” section of this prospectus supplement beginning
on page S-5 for a discussion of factors to consider carefully before deciding to invest in shares of our Common Stock.
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Trading symbol:
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“LGIQ.”
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(1) The foregoing table is based on 13,447,416 shares of common
stock outstanding at November 9, 2020, which excludes, as of that date:
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2,000,000
shares reserved for issuance in connection with future awards under our equity compensation plan.
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RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should carefully consider the risks described below, as well
as the other information included or incorporated by reference in this prospectus supplement, before making an investment decision.
Our business, financial condition, results of operations and cash flows could be materially adversely affected by any of these
risks. The market or trading price of our securities could decline due to any of these risks. In addition, please read “Disclosure
Regarding Forward-Looking Statements” in this prospectus supplement, where we describe additional uncertainties associated
with our business and the forward-looking statements included or incorporated by reference in this prospectus supplement. Please
note that additional risks not presently known to us or that we currently deem immaterial may also impair our business and operations.
Risks
Related to Our Business
We
must successfully navigate the demand, supply and operational challenges associated with the ongoing coronavirus (COVID-19) pandemic.
Certain
segments of our business has begun to be negatively affected by a range of external factors related to COVID-19 that are not within
our control. For example, numerous measures have been implemented by governmental authorities across the globe to contain the
virus, including travel bans and restrictions, quarantines, shelter-in-place orders, restrictions and limitations of public gatherings,
and business limitations and shutdowns. Many of our customers’ businesses have been severely impacted by these measures
and some have been required to reduce employee headcount as a result. If a significant number of our customers are unable to continue
as a going concern, this would have an adverse impact on our business and financial condition. In addition, many of our customers
are working remotely, which may delay the timing of new business and implementations of our services. If COVID-19 continues to
have a substantial impact on our partners, customers, vendors, resellers, or suppliers, our results of operations and overall
financial performance will be harmed.
The
impacts of COVID-19 on our business, customers, partners, vendors, resellers, suppliers, employees, markets and financial results
and condition are uncertain, evolving and dependent on numerous unpredictable factors outside of our control, including:
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the
spread, duration and severity of COVID-19 as a public health matter and its impact on governments, businesses and society
generally and our clients, partners, vendors, resellers, suppliers and our business more specifically;
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the
measures being taken by governments, businesses and society in response to COVID-19 and the effectiveness of those measures;
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the
scope and effectiveness of fiscal and monetary stimulus programs and other legislative and regulatory measures being implemented
by federal, state and local governments in response to COVID-19;
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the
duration and impact of the numerous measures implemented by governmental authorities throughout the country to contain COVID-19,
including travel bans and restrictions, quarantines, shelter-in-place orders, restrictions and limitations on public gatherings,
and business limitations and shutdowns;
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the
increase in business failures or slowdowns among our customers, vendors, resellers, suppliers, and other businesses;
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the
pace and extent to which our customers and other businesses are able to operate and/or reduce their number of employees and
other compensated individual;
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the
willingness of current and prospective clients to invest in our products and services;
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the
willingness of current and prospective clients to buy and install products and services remotely;
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the
satisfaction of customers with product and service remote delivery and support; and
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the
continuing extension of complimentary subscriptions to retain our customers.
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If
we are not able to respond to and manage the impact of such events effectively, our business will be adversely impacted.
At
present, it is clear the global economy has been negatively impacted by COVID-19, and demand for some of our products and services
have been reduced due to uncertainty and the economic impact of COVID-19.
More
generally, COVID-19 raises the possibility of an extended global economic downturn, which could affect demand for our products
and services and impact our results and financial condition even after the pandemic is contained and remediation/restriction measures
are lifted. For example, we may be unable to collect receivables from customers that are significantly impacted by COVID-19. COVID-19
may also have the effect of heightening many of the other risks described in the “Risk Factors” section of our Annual
Report on Form 10-K. We will continue to evaluate the nature and extent of the impact of COVID-19 may have on our business.
Risks
Related to this Offering and Our Securities
Our
quarterly and annual operating results fluctuate and may continue to fluctuate in the future, and if we fail to meet the expectations
of analysts or investors, our stock price and the value of your investment could decline substantially.
We
believe that operating results for any particular quarter are not necessarily a meaningful indication of future results. Nonetheless,
fluctuations in our quarterly operating results could negatively affect the market price of our common stock. Our results of operations
in any quarter or annual period have varied in the past, and may vary from quarter to quarter or year to year and are influenced
by such factors as:
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changes
in the general global economy;
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changes
in customer budget cycles;
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the
number and scope of ongoing customer engagements;
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changes
in the mix of our products and services;
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competitive
pricing pressures;
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the
extent of cost overruns;
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buying
patterns of our customers;
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the
timing of new product releases by us or our competitors;
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general
economic factors, including factors relating to disruptions in the world credit and equity markets and the related impact
on our customers’ access to capital;
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our
earnings releases, actual or anticipated changes in our earnings, fluctuations in our operating results or our failure to
meet the expectations of financial market analysts and investors;
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changes
in financial estimates by us or by any securities analysts who might cover our stock;
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speculation
about our business in the press or the investment community;
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significant
developments relating to our relationships with our customers or suppliers;
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stock
market price and volume fluctuations of other publicly traded companies and, in particular, those that are in our industry;
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customer
demand for our business solutions;
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investor
perceptions of our industry in general and our Company in particular;
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the
operating and stock performance of comparable companies;
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announcements
by us or our competitors of new products, significant acquisitions, strategic partnerships or divestitures;
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the
timing and charges associated with completed acquisitions, divestitures, and other events;
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changes
in accounting standards, policies, guidance, interpretation or principles;
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changes
in tax laws, rules, regulations, and tax rates in the locations in which we operate;
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exchange
rate fluctuations;
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loss
of external funding sources;
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sales
of our common stock, including sales by our directors, officers or significant stockholders; and
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addition
or departure of key personnel.
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Securities
class action litigation is often instituted against companies following periods of volatility in their stock price. Should this
type of litigation be instituted against us, it could result in substantial costs to us and divert our management’s attention
and resources.
Moreover,
securities markets may from time to time experience significant price and volume fluctuations for reasons unrelated to the operating
performance of particular companies. These market fluctuations may adversely affect the price of our common stock and other interests
in our Company at a time when you may want to sell your interest in our common stock.
If
securities or industry analysts issue an adverse opinion regarding our stock or do not publish research or reports about our company,
our stock price and trading volume could decline.
The
trading market for our common stock will depend in part on the research and reports that equity research analysts publish about
us and our business. We anticipate having limited analyst coverage and we may continue to have inadequate analyst coverage in
the future. Even if we obtain adequate analyst coverage, we would have no control over such analysts or the content and opinions
in their reports. Securities analysts may elect not to provide research coverage of our company and such lack of research coverage
may adversely affect the market price of our common stock. The price of our common stock could also decline if one or more equity
research analysts downgrade our common stock or if those analysts issue other unfavorable commentary or cease publishing reports
about us or our business. If one or more equity research analysts cease coverage of our company, we could lose visibility in the
market, which in turn could cause our stock price to decline.
Substantial
future sales of shares of our common stock could cause the market price of our common stock to decline.
The
market price of shares of our common stock could decline as a result of substantial sales of our common stock, particularly sales
by our directors, executive officers and significant stockholders, a large number of shares of our common stock becoming available
for sale or the perception in the market that holders of a large number of shares intend to sell their shares. As of October 5,
2020, 2020, we have 13,205,355 shares of our common stock outstanding.
Moreover,
we may enter into agreements with certain holders of our common stock which could give such holders certain rights, subject to
some conditions, to require us to file registration statements covering their shares or to include their shares in registration
statements that we may file for ourselves or our stockholders.
Anti-takeover
provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders,
more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price
of our common stock.
Provisions
in our certificate of incorporation and bylaws, as may be amended from time to time, may have the effect of delaying or preventing
a change of control or changes in our management. Some of these provisions:
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authorize
our board of directors to issue up to 250,000,000 shares of authorized common stock;
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specify
that special meetings of our stockholders can be called only by the Chairman of our board of directors, President, or Vice
President; and
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provide
that stockholders will not be allowed to vote cumulatively in the election of directors;
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In
addition, we are subject to the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability
of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us, unless such transaction satisfies
certain conditions.
These
anti-takeover provisions and other provisions in our certificate of incorporation and bylaws, as may be amended from time to time,
make it more difficult for stockholders or potential acquirers to obtain control of our board of directors or initiate actions
that are opposed by the then-current board of directors and could also delay or impede a merger, tender offer or proxy contest
involving our company. These provisions could also discourage proxy contests and make it more difficult for you and other stockholders
to elect directors of your choosing or cause us to take other corporate actions you desire. Any delay or prevention of a change
of control transaction or changes in our board of directors could cause the market price of our common stock to decline.
Our
inability to raise additional capital on acceptable terms in the future may limit our ability to develop and commercialize new
solutions and technologies and expand our operations.
If
our available cash balances and anticipated cash flow from operations are insufficient to satisfy our liquidity requirements,
due to lower demand for our products as a result of other risks described in this “Risk Factors” section, we may seek
to raise additional capital through equity offerings, debt financings, collaborations or licensing arrangements. We may also consider
raising additional capital in the future to expand our business, pursue strategic investments, take advantage of financing opportunities,
develop and exploit existing and new products, expand into new markets, or other reasons.
Additional
funding may not be available to us on acceptable terms, or at all. If we raise funds by issuing equity securities, dilution to
our stockholders could result. Any equity securities issued also may provide for rights, preferences or privileges senior to those
of holders of our common stock. The terms of debt securities issued or borrowings could impose significant restrictions on our
operations. The incurrence of indebtedness or the issuance of certain equity securities could result in increased fixed payment
obligations and could also result in restrictive covenants, such as limitations on our ability to incur additional debt or issue
additional equity, limitations on our ability to acquire or license intellectual property rights, and other operating restrictions
that could adversely affect our ability to conduct our business. In addition, the issuance of additional equity securities by
us, or the possibility of such issuance, may cause the market price of our common stock to decline. If we do not have, or are
not able to obtain, sufficient funds, we may have to delay development or commercialization of our products or license to third
parties the rights to commercialize products or technologies that we would otherwise seek to commercialize. If we raise additional
funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our
technologies or our products, or to grant licenses on terms that are not favorable to us. If we are unable to raise adequate funds,
we may have to liquidate some or all of our assets, or delay, reduce the scope of or eliminate some or all of our development
programs. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations.
Any of these actions could harm our business, operating results, and financial condition.
We
do not intend to pay dividends for the foreseeable future.
For
the foreseeable future, we intend to retain any earnings to finance the development and expansion of our business, and we do not
anticipate paying any cash dividends on our common stock. Accordingly, investors must be prepared to rely on sales of their common
stock after price appreciation to earn an investment return, which may never occur. Investors seeking cash dividends should not
purchase our common stock. Any determination to pay dividends in the future will be made at the discretion of our board of directors
and will depend on our results of operations, financial condition, contractual restrictions, restrictions imposed by applicable
law and other factors our board deems relevant.
Our
management will have broad discretion over the use of the net proceeds from this offering, you may not agree with how we use the
proceeds and the proceeds may not be invested successfully.
We
have not designated any portion of the net proceeds from this offering to be used for any particular purpose. Accordingly, our
management will have broad discretion as to the use of the net proceeds from any offering by us and could use them for purposes
other than those contemplated at the time of this offering. You will be relying on the judgment of our management with regard
to the use of these net proceeds, and you will not have the opportunity, as part of your investment decision, to assess whether
the proceeds are being used appropriately. It is possible that the proceeds will be invested in a way that does not yield a favorable,
or any, return for our company.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of the securities offered hereby. We currently intend
to use the net proceeds from the sale of the securities offered hereby for working capital and general corporate purposes. We
may also use a portion of the net proceeds to invest in or acquire businesses or technologies that we believe are complementary
to our own, although we have no current plans, commitments or agreements with respect to any acquisitions as of the date of this
prospectus supplement, except as previously disclosed.
Our
management will retain broad discretion over the use of proceeds, and we may ultimately use the proceeds for different purposes
than what we currently intend. Until we use the proceeds for any purpose, we expect to invest them in short-term investments.
We
have agreed to pay certain advisory fees to The Benchmark Company, LLC which will be offering expenses associated with this offering.
DIVIDEND
POLICY
We
have never declared or paid any cash dividends on our capital stock, and we do not currently intend to pay any cash dividends
on our common stock for the foreseeable future. We expect to retain future earnings, if any, to fund the development and growth
of our business. Any future determination to pay dividends on our common stock will be at the discretion of our board of directors
and will depend upon, among other factors, our results of operations, financial condition, capital requirements and any contractual
restrictions.
DILUTION
Our net tangible book value as of June 30, 2020 was approximately
$7,895,726 or approximately $0.65 per share of common stock based on 12,195,973 shares of common stock outstanding as of June 30,
2020. Net tangible book value represents total tangible assets less total liabilities. Net tangible book value per share represents
net tangible book value divided by the total number of shares of common stock outstanding.
Dilution in net tangible book value per share represents the difference
between the price per share of our common stock issued under securities purchase agreement and the adjusted net tangible book value
per share of our common stock after giving effect to this offering of 208,696 shares common stock, our adjusted net tangible book
value per share of our common stock at June 30, 2020 would have been approximately $9,095,728, or $0.73 per share of common stock.
This represents an immediate increase in net tangible book value per share of our common stock of approximately $0.08 per share
to existing stockholders and an immediate dilution of approximately $5.02 per share to purchasers in this offering. The following
table illustrates this per-share dilution:
Purchase price per share
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$
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5.75
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Net tangible book value per share as of June 30, 2020
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$
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0.65
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Increase per share attributable to this new investor
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$
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0.08
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|
|
|
|
|
|
|
|
|
|
|
Proforma net tangible net tangible book value per share as of June 30, 2020 after giving effect to this offering
|
|
|
|
|
|
$
|
0.73
|
|
|
|
|
|
|
|
|
|
|
Dilution per share to new investors
|
|
|
|
|
|
$
|
5.02
|
|
The foregoing table is based on 12,195,973 shares of common stock
outstanding at June 30, 2020, which excludes, as of that date:
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●
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2,000,000 shares reserved for issuance in connection with future awards under our equity compensation plan.
|
|
●
|
150,000 shares issued in connection with the October 15, 2020 registered direct offering.
|
DESCRIPTION
OF CAPITAL STOCK
The
description below of our capital stock and provisions of our articles of incorporation and bylaws, as amended, are summaries and
are qualified by reference to the articles of incorporation and bylaws, as amended, and the applicable provisions of Delaware
law.
Common
Stock
We
are authorized to issue 250,000,000 shares of Common Stock, at a par value $0.0001 per share. The holders of Common Stock
are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the
election of directors can elect all of the directors then up for election.
The
holders of Common Stock are entitled to receive ratably such dividends when, as and if declared by the Board of Directors out
of funds legally available therefore. In the event we have liquidation, dissolution or winding up, the holders of Common
Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares
of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions
applicable to the Common Stock.
As
of October 5, 2020, there were 13,205,355 shares of our common stock outstanding and held by approximately 2,700 stockholders.
Equity
Compensation Plan Information
There
were no equity compensation plans outstanding as of December 31, 2019.
On
September 30, 2020, the Company adopted an equity compensation plan entitled the Logiq, Inc. 2020 Equity Incentive Plan (the “Plan”).
Pursuant to the Plan, the Company reserved up to 2,000,000 shares of common stock for issuance under the Plan.
Transfer
Agent
We
have engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada Agency and Trust Company is located at
50 West Liberty Street, Reno, Nevada 89501. Phone: (775) 332-0626.
Market
Our
common stock is quoted on The OTCQX Market under the symbol “LGIQ.”
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares
for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock may enable our board of directors to issue shares to persons friendly to current
management or to discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or
otherwise, thereby protecting the continuity of our management.
Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Certificate
of Incorporation and Bylaws
Some
provisions of our certificate of incorporation and our bylaws contain provisions that may have the effect of delaying or preventing
a change of control or changes in our management. Some of these provisions:
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authorize
our board of directors to issue up to 250,000,000 shares of authorized common stock;
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specify
that special meetings of our stockholders can be called only by the Chairman of our board of directors, President, or Vice
President; and
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provide
that stockholders will not be allowed to vote cumulatively in the election of directors.
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It
is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may
otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of
a premium over the market price for our shares.
Delaware
Anti-Takeover Statute
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested
stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three
years following the date these persons become interested stockholders unless the business combination is, or the transaction in
which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies.
Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three
years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.
Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions
not approved in advance by the board of directors.
The
provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common
stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing
changes in the composition of our board of directors and management. It is possible that these provisions could make it more difficult
to accomplish transactions that stockholders may otherwise deem to be in their best interests.
LEGAL
MATTERS
The
validity of the issuance of shares of common stock offered hereby has been passed upon for us by Procopio, Cory, Hargreaves &
Savitch LLP, San Diego, California.
EXPERTS
The
consolidated financial statements of Logiq, Inc. (f/k/a Weyland Tech, Inc.) as of December 31, 2019 incorporated by reference
in this prospectus supplement, have been so incorporated in reliance on the report of Centurion ZD CPA & Co., an independent
registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE
YOU CAN FIND MORE INFORMATION
We
are subject to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are
required to file annual, quarterly and other reports, proxy statements and other information with the SEC. You may inspect and
copy these reports, proxy statements and other information at the public reference facilities maintained by the SEC in Washington,
D.C., 100 F Street N.E., Washington, D.C. 20549. Copies of such materials can be obtained from the SEC’s public reference
section at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at (800)
SEC-0330. Additionally, the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements,
and various other information about us. You may also inspect the documents described herein upon notice at our headquarters, 85
Broad Street, 16-079, New York, NY 10004 during normal business hours.
Information
about us is also available at our website at www.logiq.com. However, the information on our website is not a part of this prospectus
supplement and is not incorporated by reference into this prospectus supplement.
INFORMATION
INCORPORATED BY REFERENCE
The
SEC allows us to “incorporate by reference” information that we file with the SEC, which means that we can disclose
important information to you by referring you to those other documents. The information incorporated by reference is an important
part of this prospectus supplement, and information we file later with the SEC will automatically update and supersede this information.
We incorporate by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c),
14, or 15(d) of the Exchange Act prior to the termination of any offering of securities made by this prospectus supplement:
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our
Annual Report on Form 10-K for
year ended December 31, 2019, filed with the SEC on March 30, 2020;
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our
Quarterly Reports on Form 10-Q for the quarters ended March
31, 2020 and June
30, 2020, filed with the SEC on May 15, 2020 and August 14, 2020, respectively;
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our
Current Reports on Form 8-K filed on January
9, 2020, March 2,
2020, March 25,
2020, April
16, 2020, May
1, 2020 (amendment), May
15, 2020 (amendment), August
6, 2020, August
14, 2020, September
4, 2020, September
25, 2020, October
1, 2020 and October
15, 2020;
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the
description of our common stock contained in our registration statement on Form 8-A filed with the SEC on February
22, 2006, as amended on February
23, 2006, under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating
such description; and
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filings
we make with the SEC pursuant to the Exchange Act after the date of this prospectus supplement.
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Upon
written or oral request, we will provide without charge to each person, including any beneficial owner, to whom this prospectus
supplement is delivered, a copy of any or all of such information that has been incorporated herein by reference (other than exhibits
to such documents unless such exhibits are specifically incorporated by reference into the documents that this prospectus supplement
incorporates). Written or oral requests for copies should be directed to Logiq, Inc., Attn: Chief Executive Officer, 85 Broad
Street, 16-079, New York, NY 10004, telephone number ((808) 829-1057. See the section of this prospectus supplement entitled “Where
You Can Find More Information” for information concerning how to read and obtain copies of materials that we file with the
SEC at the SEC’s public offices.
Any
statement contained in this prospectus supplement, or in a document all or a portion of which is incorporated by reference, shall
be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained in this prospectus
supplement, any prospectus supplement or any document incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded shall not, except as so modified or superseded, constitute a part of this prospectus supplement.
TABLE
OF CONTENTS
ABOUT
THIS PROSPECTUS
This prospectus
is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”
registration process. Under this shelf registration process, from time to time, we may sell any combination of the securities
described in this prospectus in one or more offerings, up to an aggregate dollar amount of $20,000,000. Each time we sell securities
under this shelf registration process, we will provide a prospectus supplement that will contain specific information about the
terms of the offering. We have provided to you in this prospectus a general description of the securities we may offer.
We may also
add, update or change in a prospectus supplement any of the information contained in this prospectus. To the extent there is a
conflict between the information contained in this prospectus and any applicable prospectus supplement, you should rely on the
information in such prospectus supplement; provided that, if any statement in one of these documents is inconsistent
with a statement in another document having a later date—for example, a document incorporated by reference in this prospectus
or any prospectus supplement—the statement in the document having the later date modifies or supersedes the earlier statement.
You should read both this prospectus and any prospectus supplement together with additional information described under the next
heading “Where You Can Find More Information.”
You should
rely only on the information contained in or incorporated by reference into this prospectus or any applicable prospectus supplement.
No dealer, salesperson or any other person is authorized to give any information or to make any representation other than the
information and representations contained in or incorporated by reference into this prospectus or any applicable prospectus supplement.
If different information is given or different representations are made, you may not rely on that information or those representations
as having been authorized by us. You may not imply from the delivery of this prospectus and any applicable prospectus supplement,
nor from a sale made under this prospectus and any applicable prospectus supplement, that our affairs are unchanged since the
date of this prospectus and any applicable prospectus supplement or that the information contained in any document incorporated
by reference is accurate as of any date other than the date of the document incorporated by reference, regardless of the time
of delivery of this prospectus and any applicable prospectus supplement or any sale of a security. This prospectus and any applicable
prospectus supplement may only be used where it is legal to sell the securities.
In this prospectus,
unless the context otherwise requires, the terms “Weyland Tech,” “WEYL,” the “Company,” “we,”
“us,” and “our” refer to Weyland Tech, Inc., a Delaware corporation.
PROSPECTUS
SUMMARY
This summary
does not contain all the information that you should consider before investing in our securities. You should read the entire prospectus
and the information incorporated by reference in this prospectus carefully, including “Risk Factors” and the financial
data and related notes and other information incorporated by reference, before making an investment decision.
Overview
We
enable small-to-medium-sized businesses (“SMBs”) to create a mobile application (“app”) for their business
without the need of technical knowledge, high investment, or background in information technology (“IT”) by utilizing
the Company’s core platform, “CreateApp”, which is a platform that is offered as a Platform as a Service (“PaaS”)
to the Company’s clients and customers.
We
provide our PaaS to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers,
and promote their products and services using our PaaS, which we believe is a simple, easy to build mobile app at an affordable
price and in a cost-effective manner. We recognize revenue on a pay to use subscription basis when our customers use our platform
in order to create mobile apps for their business.
Products
General
Since
2017, we have been focused on enabling mobile commerce via our enhanced platform offered on a PaaS basis, and the Company’s
e-wallet initiative. Product launches with our strategic partners DPEX (Indonesia), BGT (Thailand), and Augicom/Orange (France)
are representative of the PaaS platform strategy and product offering.
As
of the filing date of this registration statement, we currently offer the following products: (i) CreateApp, (ii) AtozPay, (iii)
AtozGo, and (iv) DataLogiq
CreateApp
CreateApp,
the Company’s core product and PaaS, allows SMBs to create mobile apps for their business without the need of technical
knowledge, high investment, or background in IT.
CreateApp
has evolved over the course of 2017, 2018 and 2019 to capitalize on the immediate opportunity for developing a larger network
of valuable users and merchants by developing services that will enable the adoption of mobile commerce across Greater South East
Asia and the United States. The platform enhancements have taken the Company’s technology from a standalone DIY app builder,
to an enhanced platform built to enable mobile commerce by empowering users to create their own e & M-commerce ecosystem.
In
2019, Weyland focused on scaling this business model by continuing to develop and expand strategic partnerships that would increase
the number of users and merchants available to users of the Company’s products on a PaaS basis. These efforts expanded on
the success of recent product launches representative of the PaaS platform strategy and product offerings with our strategic partners,
and after extensive discussions with our partners, management believes that supporting these initiatives through deeper engagement,
interaction, and co-marketing/sales substantially benefited the Company in 2018 and 2019.
AtozPay
AtozPay,
beta testing originally launched in late 2017 as the Company’s e-wallet initiative, is a ‘consumer facing’ product
offering that supports the PaaS strategy developed by the enhancements to the CreateApp platform that provides payment capabilities
to users of our platform. However, AtozPay is designed to be a robust, universal payment platform, therefore, its growth is not
limited to the Company’s PaaS customers alone.
Since its launch,
AtozPay has surpassed the Company’s expectations as it has achieved stronger than anticipated customer traction with limited
marketing expense. Since inception AtoZPay total Gross Mobile Transaction Volume has exceeded $18M. As of the filing date of this
registration statement, AtoZPay is operating at an annualized run-rate above $18M.
AtozGo
AtozGo is our PaaS
platform that provides mobile payment capabilities for the local food delivery service industry.
We launched AtozGo
in the fall of 2019 in Jakarta, Indonesia and by March 2020 reached a registered customer base of 102,000 mobile users with about
16% of the userbase generating more than 16,000 deliveries per day.
The Company plans
to continue to reinvest in AtozGo in order to increase user growth and regional expansion with its unique pedestrian-powered approach
to urban food delivery.
DataLogiq
The
Company acquired Logiq, Inc. (Nevada), doing business as DataLogiq, in January 2020. DataLogiq provides a data-driven, end-to-end
eCommerce marketing solution for enterprises and major U.S. brands, like Home Advisor, QuinStreet and Sunrun. The AI-powered LogiqX™
data engine delivers valuable consumer insights that enhance the ROI of online marketing spend.
The
Company plans to continue to grow the DataLogiq business by increasing sales and marketing efforts and also acquisitions of complementary
businesses.
Product
Development
Development
of our software is focused on expanding product lines, designing enhancements to our core technologies, and integrating existing
and new products into our principal software architecture and platform technologies. We intend to continue to offer regular updates
to our products and to continue to look for opportunities to expand our existing suite of products and services.
To
date, we have developed products internally, sometimes also licensing or acquiring products, or portions of products, from third
parties. These arrangements sometimes require that we pay royalties to third parties. We intend to continue to license or otherwise
acquire technology or products from third parties when it makes business sense to do so.
Our Strategy
Although
Weyland Tech’s CreateApp platform originally focused on the Pan-Asia markets—the platform is provided in fourteen,
predominantly Asian, languages—we have partners that work with us to develop other markets.
The
CreateApp platform enables SMBs to create a mobile app without the need of technical knowledge, high investment or background
in IT.
We
believe that through our app, SMBs can increase sales, reach more customers and promote their products and services via a simple
easy to build mobile app at an affordable price and in a cost-effective manner.
Weyland
Tech currently offers the CreateApp platform directly, as a Platform as a Service (PaaS).
Weyland
Tech also offers a DIY App builder through a ‘white label’ platform, also under a PaaS model, with the apps developed
generating revenue in the following markets, primarily via cooperation agreements that were structured in late 2015, 2016 and
2017.
For
the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user use of our
platform.
Plan of Operations
During
2019 Weyland plans to continue to develop and expand strategic partnerships that would increase the number of users and merchants
available to users of the Company’s products on a PaaS basis.
This
includes the continued roll-out of the PaaS platform with our strategic partners in various regions as well as introducing additional
logistics solutions with PT Royal Express Indonesia.
Underlying
all the various business units, ‘data’ is at the heart of them meaning that DataLogiq will provide data capture and
analytics to customers across all business units should the need be there.
Furthermore, the company
expects to expand the AtoZPay e-wallet services as our QR Code payment technology trials to continue and are now poised to launch
a robust marketing effort. The company’s partnership with Finnet is expected to accelerate adoption to over 200,000 merchant
outlets using AtoZPay QR technology.
Finnet,
founded in 2005, is 60% owned by PT. Telekomunikasi Indonesia, the largest provider of telecom services in Indonesia, is currently
the largest ‘fixed-line’ provider with over 10 million households and businesses as their clients.
Further,
the Company plans to expand the AtoPay e-wallet solution to other Greater South East Asia countries.
Corporate Information
Weyland
Tech, Inc. is a Delaware corporation that incorporated in 2004. Weyland Tech is headquartered in New York, with offices in New
York City, and its common stock is quoted on the OTCQX Market under the symbol, “WEYL.”
On
April 23, 2018, the Company participated in the incorporation of a company in Indonesia, PT Weyland Indonesia Perkasa (“WIP’),
an Indonesian limited liability company of which the Company held a 49% equity interest, spun off to shareholders as of December
2018, with the option to purchase an additional 31% equity interest at a later date.
The Company holds
a 31% unexercised option in WIP as at December 31, 2019. The Company is in the process of increasing its equity interest in WIP
to 51% in order to consolidate the financial results of WIP on a going-forward basis.
On
December 18, 2019, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (“Origin8), entered
into an Asset Purchase Agreement (the “Purchase Agreement”) whereby Origin8 would acquire substantially all of the
assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,”
and together with Push, the “Sellers”), in exchange for a total of up 35,714,285 shares of restricted common stock
(the “Sellers’ Shares”) of the Company (the “Transaction”).
On
January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of
Push pursuant to the terms of the Purchase Agreement.
Under
the terms of the Purchase Agreement, at closing the Company issued 28,571,428 of the Sellers’ Shares to ConversionPoint,
and the remaining 7,142,857 of such Sellers’ Shares were issued and placed in an independent third-party escrow where such
shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification
purposes.
Our principal executive offices are located
at 85 Broad Street, 16-079, New York, NY 10004and our telephone number is (501) 507-9229. We maintain an internet website at www.weyland-tech.com.
We do not incorporate the information on our website into this prospectus and you should not consider it part of this prospectus.
The Securities We May Offer
With this
prospectus, we may offer common stock, warrants, subscription rights, and/or units consisting of some or all of these securities
in any combination. The aggregate offering price of securities that we offer with this prospectus will not exceed $20,000,000.
Each time we offer securities with this prospectus, we will provide offerees with a prospectus supplement that will contain the
specific terms of the securities being offered. The following is a summary of the securities we may offer with this prospectus.
Common Stock
We may offer
shares of our common stock, par value $0.0001 per share, including securities convertible into common stock.
Warrants
We may offer
warrants for the purchase shares of common stock or other securities. We may issue warrants independently or together with other
securities. Our board of directors will determine the terms of the warrants.
Subscription Rights
We may offer
subscription rights to purchase of common stock or other securities. We may issue subscription rights independently or together
with other securities. Our board of directors will determine the terms of the subscription rights.
Units
We may offer
units consisting of some or all of the securities described above, in any combination, including common stock, warrants and/or
subscription rights. The terms of these units will be set forth in a prospectus supplement. The description of the terms of these
units in the related prospectus supplement will not be complete. You should refer to the applicable form of unit and unit agreement
for complete information with respect to these units.
RISK
FACTORS
An investment
in our securities involves a high degree of risk. The prospectus supplement relating to a particular offering of securities will
contain a discussion of the risks applicable to an investment in the securities offered. Prior to making a decision about investing
in our securities, you should carefully consider the specific factors discussed under the heading “Risk Factors” in
the applicable prospectus supplement, together with all of the other information contained or incorporated by reference in the
prospectus supplement or appearing or incorporated by reference in this prospectus. You should also consider the risks, uncertainties
and assumptions discussed under the heading “Risk Factors,” included in our most recent Annual Report on Form 10-K,
as revised or supplemented by our subsequent Quarterly Reports on Form 10-Q or our Current Reports on Form 8-K that we have filed
with the SEC, all of which are incorporated herein by reference, and may be amended, supplemented or superseded from time to time
by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.
FORWARD-LOOKING
STATEMENTS
This prospectus
and documents incorporated herein by reference contain “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements involve a number of risks and uncertainties. We caution
readers that any forward-looking statement is not a guarantee of future performance and that actual results could differ materially
from those contained in the forward-looking statement. These statements are based on current expectations of future events. Such
statements include, but are not limited to, statements about future financial and operating results, plans, objectives, expectations
and intentions, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity,
cost savings, objectives of management, business strategies, debt financing, clinical trial timing and plans, the achievement
of clinical and commercial milestones, the advancement of our technologies and our product candidates, and other statements that
are not historical facts. You can find many of these statements by looking for words like “believes,” “expects,”
“anticipates,” “estimates,” “may,” “might,” “should,” “will,”
“could,” “plan,” “intend,” “project,” “seek” or similar expressions
in this prospectus or in documents incorporated by reference into this prospectus. We intend that such forward-looking statements
be subject to the safe harbors created thereby.
These forward-looking
statements are based on the current beliefs and expectations of our management and are subject to significant risks and uncertainties.
If underlying assumptions prove inaccurate or unknown risks or uncertainties materialize, actual results may differ materially
from current expectations and projections. Factors that might cause such a difference include those discussed in the heading “Risk
Factors,” included in our most recent Annual Report on Form 10-K, as revised or supplemented by our subsequent Quarterly
Reports on Form 10-Q or our Current Reports on Form 8-K that we have filed with the SEC, as well as those discussed in this prospectus
and in the documents incorporated by reference into this prospectus. You are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this prospectus or, in the case of documents referred to or incorporated by reference,
the date of those documents.
All subsequent
written or oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release
publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this prospectus
or to reflect the occurrence of unanticipated events, except as may be required under applicable U.S. securities law. If we do
update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect
to those or other forward-looking statements.
WHERE
YOU CAN FIND MORE INFORMATION
We are subject
to the informational requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and are required to
file annual, quarterly and other reports, proxy statements and other information with the SEC. You may inspect and copy these
reports, proxy statements and other information at the public reference facilities maintained by the SEC in Washington, D.C.,
100 F Street N.E., Washington, D.C. 20549. Copies of such materials can be obtained from the SEC’s public reference
section at prescribed rates. You may obtain information on the operation of the public reference rooms by calling the SEC at (800) SEC-0330. Additionally,
the SEC maintains an Internet site (www.sec.gov) that contains reports, proxy and information statements, and various other information
about us. You may also inspect the documents described herein upon notice at our headquarters, 85 Broad Street, 16-079, New York,
NY 10004 during normal business hours.
Information
about us is also available at our website at www.weyland-tech.com. However, the information on our website is not a part
of this prospectus and is not incorporated by reference into this prospectus.
INCORPORATION
OF INFORMATION BY REFERENCE
The SEC allows
us to “incorporate by reference” information that we file with the SEC, which means that we can disclose important
information to you by referring you to those other documents. The information incorporated by reference is an important part of
this prospectus, and information we file later with the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d)
of the Exchange Act prior to the termination of any offering of securities made by this prospectus:
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our
Annual report on Form 10-K
for year ended December 31, 2019, filed with the SEC on March 30, 2020;
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our Quarterly Reports on Form 10-Q for
the quarters ended March
31, 2020 and June
30, 2020, filed with the SEC on May 15, 2020 and August 14, 2020, respectively;
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our Current Reports on Form 8-K filed
on January 9, 2020,
March 2, 2020, March
25, 2020, April
16, 2020, May
1, 2020 (amendment), May
15, 2020 (amendment), August
6, 2020 and August
14, 2020;
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the description of our common stock contained
in our registration statement on Form 8-A filed with the SEC on February
22, 2006, as amended on February
23, 2006, under Section 12 of the Exchange Act, including any amendment or report filed for the purpose of updating
such description; and
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filings we make with the SEC pursuant to the
Exchange Act after the date of the initial registration statement, of which this prospectus is a part, and prior to the effectiveness
of the registration statement.
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Upon written or oral request, we will provide
without charge to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of any or all of such
information that has been incorporated herein by reference (other than exhibits to such documents unless such exhibits are specifically
incorporated by reference into the documents that this prospectus incorporates). Written or oral requests for copies should be
directed to Weyland Tech, Inc., Attn: Chief Executive Officer, 85 Broad Street, 16-079, New York, NY 10004, telephone number (501)
507-9229. See the section of this prospectus entitled “Where You Can Find More Information” for information concerning
how to read and obtain copies of materials that we file with the SEC at the SEC’s public offices.
Any statement
contained in this prospectus, or in a document all or a portion of which is incorporated by reference, shall be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus, any prospectus supplement or any
document incorporated by reference modifies or supersedes such statement. Any such statement so modified or superseded shall not,
except as so modified or superseded, constitute a part of this prospectus.
USE
OF PROCEEDS
We will retain
broad discretion over the use of the net proceeds to us from the sale of our securities under this prospectus. Unless otherwise
provided in the applicable prospectus supplement, we intend to use the net proceeds from the sale of securities under this prospectus
for general corporate purposes, which may include funding product development, increasing our working capital and acquisitions
or investments in businesses, products or technologies that are complementary to our own. We will set forth in the prospectus
supplement our intended use for the net proceeds received from the sale of any securities. Pending the application of the net
proceeds, we intend to invest the net proceeds in short-term or long-term, investment-grade, interest-bearing securities.
PLAN
OF DISTRIBUTION
We may sell
the securities covered by this prospectus to one or more underwriters for public offering and sale by them, and may also sell
the securities to investors directly or through agents. We will name any underwriter or agent involved in the offer and sale of
securities in the applicable prospectus supplement. We have reserved the right to sell or exchange securities directly to investors
on our own behalf in jurisdictions where we are authorized to do so. We may distribute the securities from time to time in one
or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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at negotiated prices.
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We may directly
solicit offers to purchase the securities being offered by this prospectus. We may also designate agents to solicit offers to
purchase the securities from time to time. We will name in a prospectus supplement any agent involved in the offer or sale of
our securities. Unless otherwise indicated in a prospectus supplement, an agent will be acting on a best efforts basis, and a
dealer will purchase securities as a principal for resale at varying prices to be determined by the dealer.
If we utilize
an underwriter in the sale of the securities being offered by this prospectus, we will execute an underwriting agreement with
the underwriter at the time of sale and we will provide the name of any underwriter in the prospectus supplement that the underwriter
will use to make resales of the securities to the public. In connection with the sale of the securities, we, or the purchasers
of securities for whom the underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts
or commissions. The underwriter may sell the securities to or through dealers, and those dealers may receive compensation in the
form of discounts, concessions or commissions from the underwriters or commissions from the purchasers for whom they may act as
agent.
We will provide
in the applicable prospectus supplement any compensation we pay to underwriters, dealers, or agents in connection with the offering
of the securities, and any discounts, concessions or commissions allowed by underwriters to participating dealers. Underwriters,
dealers and agents participating in the distribution of the securities may be deemed to be underwriters within the meaning of
the Securities Act of 1933, or the Securities Act, and any discounts and commissions received by them and any profit realized
by them on resale of the securities may be deemed to be underwriting discounts and commissions. We may enter into agreements to
indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities Act, and to reimburse
them for certain expenses. We may grant underwriters who participate in the distribution of our securities under this prospectus
an option to purchase additional securities to cover any over-allotments in connection with the distribution.
The securities
we offer under this prospectus may or may not be listed on a securities exchange. To facilitate the offering of securities, certain
persons participating in the offering may engage in transactions that stabilize, maintain or otherwise affect the price of the
securities. This may include short sales of the securities, which involves the sale by persons participating in the offering of
more securities than we sold to them. In these circumstances, these persons would cover such short positions by making purchases
in the open market or by exercising their option to purchase additional securities. In addition, these persons may stabilize or
maintain the price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby
selling concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased
in connection with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price
of the securities at a level above that which might otherwise prevail in the open market. These transactions may be discontinued
at any time.
We may engage
in at the market offerings into an existing trading market in accordance with Rule 415(a)(4) under the Securities Act. In
addition, we may enter into derivative transactions with third parties, or sell securities not covered by this prospectus to third
parties in privately negotiated transactions. If the applicable prospectus supplement indicates, in connection with those derivatives,
the third parties may sell securities covered by this prospectus and the applicable prospectus supplement, including short sale
transactions. If so, the third party may use securities pledged by us or borrowed from us or others to settle those sales or to
close out any related open borrowings of stock, and they may use securities received from us in settlement of those derivatives
to close out any related open borrowings of stock. The third party in these sale transactions will be an underwriter and will
be identified in the applicable prospectus supplement. In addition, we may otherwise loan or pledge securities to a financial
institution or other third party that in turn may sell the securities short using this prospectus. The financial institution or
other third party may transfer its economic short position to investors in our securities or in connection with a concurrent offering
of other securities.
We
will file a prospectus supplement to describe the terms of any offering of our securities covered by this prospectus. The prospectus
supplement will disclose:
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the
terms of the offer;
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the
names of any underwriters, including any managing underwriters, as well as any dealers or agents;
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the
purchase price of the securities from us;
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the
net proceeds to us from the sale of the securities;
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any
delayed delivery arrangements;
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any
underwriting discounts, commissions or other items constituting underwriters’ compensation, and any commissions paid
to agents;
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in
a subscription rights offering, whether we have engaged dealer-managers to facilitate the offering or subscription, including
their name or names and compensation;
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any
public offering price; and
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other
facts material to the transaction.
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We
will bear all or substantially all of the costs, expenses and fees in connection with the registration of our securities under
this prospectus. The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary
course of business.
DESCRIPTION
OF CAPITAL STOCK
Common
Stock
We
are authorized to issue 250,000,000 shares of Common Stock, at a par value $0.0001 per share. The holders of Common Stock
are entitled to one vote for each share held of record on all matters to be voted on by stockholders. There is no cumulative
voting with respect to the election of directors, with the result that the holders of more than 50% of the shares voting for the
election of directors can elect all of the directors then up for election.
The
holders of Common Stock are entitled to receive ratably such dividends when, as and if declared by the Board of Directors out
of funds legally available therefore. In the event we have liquidation, dissolution or winding up, the holders of Common
Stock are entitled to share ratably in all assets remaining which are available for distribution to them after payment of liabilities
and after provision has been made for each class of stock, if any, having preference over the Common Stock. Holders of shares
of Common Stock, as such, have no conversion, preemptive or other subscription rights, and there are no redemption provisions
applicable to the Common Stock.
As of August 13, 2020, there were 12,895,432
shares of our common stock outstanding and held of record by 369 stockholders.
Equity
Compensation Plan Information
There
were no equity compensation plans outstanding as of December 31, 2019.
Transfer
Agent
We
have engaged Nevada Agency and Trust Company as our stock transfer agent. Nevada Agency and Trust Company is located at
50 West Liberty Street, Reno, Nevada 89501. Phone: (775) 332-0626.
Market
Our
common stock is quoted on The OTCQX Market under the symbol “WEYL.”
Dividend
Policy
We
have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to
finance the expansion of our business. As a result, we do not anticipate paying any cash dividends in the foreseeable future.
Potential
Effects of Authorized but Unissued Stock
We
have shares of common stock available for future issuance without stockholder approval. We may utilize these additional shares
for a variety of corporate purposes, including future public offerings to raise additional capital, to facilitate corporate acquisitions
or payment as a dividend on the capital stock.
The
existence of unissued and unreserved common stock may enable our board of directors to issue shares to persons friendly to current
management or to discourage a third-party attempt to obtain control of us by means of a merger, tender offer, proxy contest or
otherwise, thereby protecting the continuity of our management.
Anti-Takeover
Effects of Delaware Law and Our Certificate of Incorporation and Bylaws
Certificate
of Incorporation and Bylaws
Some
provisions of our certificate of incorporation and our bylaws contain provisions that may have the effect of delaying or preventing
a change of control or changes in our management. Some of these provisions:
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authorize
our board of directors to issue up to 250,000,000 shares of authorized common stock;
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specify
that special meetings of our stockholders can be called only by the Chairman of our board
of directors, President, or Vice President; and
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provide
that stockholders will not be allowed to vote cumulatively in the election of directors.
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It
is possible that these provisions could make it more difficult to accomplish or could deter transactions that stockholders may
otherwise consider to be in their best interest or in our best interests, including transactions which provide for payment of
a premium over the market price for our shares.
Delaware
Anti-Takeover Statute
We
are subject to Section 203 of the Delaware General Corporation Law, which prohibits persons deemed to be “interested
stockholders” from engaging in a “business combination” with a publicly held Delaware corporation for three
years following the date these persons become interested stockholders unless the business combination is, or the transaction in
which the person became an interested stockholder was, approved in a prescribed manner or another prescribed exception applies.
Generally, an “interested stockholder” is a person who, together with affiliates and associates, owns, or within three
years prior to the determination of interested stockholder status did own, 15% or more of a corporation’s voting stock.
Generally, a “business combination” includes a merger, asset or stock sale, or other transaction resulting in a financial
benefit to the interested stockholder. The existence of this provision may have an anti-takeover effect with respect to transactions
not approved in advance by the board of directors.
The
provisions of Delaware law, our certificate of incorporation and our bylaws could have the effect of discouraging others from
attempting hostile takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of our common
stock that often result from actual or rumored hostile takeover attempts. These provisions may also have the effect of preventing
changes in the composition of our board of directors and management. It is possible that these provisions could make it more difficult
to accomplish transactions that stockholders may otherwise deem to be in their best interests.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants for the purchase of our common stock, any other securities registered herein, or any combination thereof. Warrants
may be issued independently or together with our securities or common stock and may be attached to or separate from any offered
securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a bank
or trust company, as warrant agent. The warrant agent will act solely as our agent in connection with the warrants. The warrant
agent will not have any obligation or relationship of agency or trust for or with any holders or beneficial owners of warrants.
This summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants, you should
refer to the prospectus supplement for that series of warrants and the warrant agreement for that particular series.
Warrant
Terms
The
prospectus supplement relating to a particular series of warrants to purchase our common stock or other securities will describe
the terms of the warrants, including the following:
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the
title of the warrants;
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the
offering price for the warrants, if any;
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the
aggregate number of warrants;
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the
designation and terms of the common stock that may be purchased upon exercise of the warrants;
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if
applicable, the designation and terms of the securities with which the warrants are issued and the number of warrants issued
with each security;
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if
applicable, the date from and after which the warrants and any securities issued with the warrants will be separately transferable;
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the
number of shares of common stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
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the
dates on which the right to exercise the warrants shall commence and expire;
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if
applicable, the minimum or maximum amount of the warrants that may be exercised at any one time;
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the
currency or currency units in which the offering price, if any, and the exercise price are payable;
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if
applicable, a discussion of material U.S. federal income tax considerations;
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the
antidilution provisions of the warrants, if any;
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the
redemption or call provisions, if any, applicable to the warrants;
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any
provisions with respect to a holder’s right to require us to repurchase the warrants upon a change in control or similar
event; and
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any
additional terms of the warrants, including procedures and limitations relating to the exchange, exercise and settlement of
the warrants.
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Holders
of equity warrants will not be entitled:
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to
vote, consent, or receive dividends;
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receive
notice as stockholders with respect to any meeting of stockholders for the election of our directors or any other matter;
or
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exercise
any rights as stockholders.
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DESCRIPTION
OF RIGHTS
General
We
may issue rights to our stockholders to purchase shares of our common stock or the other securities described in this prospectus.
We may offer rights separately or together with one or more additional rights, common stock or warrants, or any combination of
those securities in the form of units, as described in the applicable prospectus supplement. Each series of rights will be issued
under a separate rights agreement to be entered into between us and a bank or trust company, as rights agent. The rights agent
will act solely as our agent in connection with the certificates relating to the rights of the series of certificates and will
not assume any obligation or relationship of agency or trust for or with any holders of rights certificates or beneficial owners
of rights. The following description sets forth certain general terms and provisions of the rights to which any prospectus supplement
may relate. The particular terms of the rights to which any prospectus supplement may relate and the extent, if any, to which
the general provisions may apply to the rights so offered will be described in the applicable prospectus supplement. To the extent
that any particular terms of the rights, rights agreement or rights certificates described in a prospectus supplement differ from
any of the terms described below, then the terms described below will be deemed to have been superseded by that prospectus supplement.
We encourage you to read the applicable rights agreement and rights certificate for additional information before you decide whether
to purchase any of our rights. We will provide in a prospectus supplement the following terms of the rights being issued:
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the
date of determining the stockholders entitled to the rights distribution;
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the
aggregate number of shares of common stock or other securities purchasable upon exercise of the rights;
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the
exercise price;
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the
aggregate number of rights issued;
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whether
the rights are transferrable and the date, if any, on and after which the rights may be separately transferred;
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the
date on which the right to exercise the rights will commence, and the date on which the right to exercise the rights will
expire;
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the
method by which holders of rights will be entitled to exercise;
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the
conditions to the completion of the offering, if any;
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the
withdrawal, termination and cancellation rights, if any;
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whether
there are any backstop or standby purchaser or purchasers and the terms of their commitment, if any;
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whether
stockholders are entitled to oversubscription rights, if any;
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any
applicable material U.S. federal income tax considerations; and
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any
other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights, as applicable.
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Each
right will entitle the holder of rights to purchase for cash the principal amount of shares of common stock or other securities
at the exercise price provided in the applicable prospectus supplement. Rights may be exercised at any time up to the close of
business on the expiration date for the rights provided in the applicable prospectus supplement.
Holders
may exercise rights as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly
completed and duly executed at the corporate trust office of the rights agent or any other office indicated in the prospectus
supplement, we will, as soon as practicable, forward the shares of common stock or other securities, as applicable, purchasable
upon exercise of the rights. If less than all of the rights issued in any rights offering are exercised, we may offer any unsubscribed
securities directly to persons other than stockholders, to or through agents, underwriters or dealers or through a combination
of such methods, including pursuant to standby arrangements, as described in the applicable prospectus supplement.
Rights
Agent
The
rights agent for any rights we offer will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF UNITS
We
may issue units consisting of some or all of the securities described above, in any combination, including common stock, warrants
and/or subscription rights. The terms of these units will be set forth in a prospectus supplement. The description of the terms
of these units in the related prospectus supplement will not be complete. You should refer to the applicable form of unit and
unit agreement for complete information with respect to these units.
LEGAL
MATTERS
Procopio,
Cory, Hargreaves & Savitch LLP, San Diego, California, will issue an opinion about certain legal matters with respect to the
securities. Any underwriters or agents will be advised about legal matters relating to any offering by their own counsel.
EXPERTS
The
consolidated financial statements of Weyland Tech, Inc. as of December 31, 2019 incorporated by reference in this prospectus,
have been so incorporated in reliance on the report of Centurion ZD CPA & Co., an independent registered public accounting
firm, given on the authority of said firm as experts in auditing and accounting.
208,696 Shares of Common Stock
Prospectus Supplement
November 9, 2020