Item 1.01 Entry into a Material Definitive Agreement
As previously disclosed in that certain Current
Report on Form 8-K filed by Logiq, Inc., a Delaware corporation (the “Company”) with the Securities and Exchange Commission
(the “SEC”) on February 17, 2022, the Company entered into a binding letter of intent (the “LOI”) to acquire
substantially all of the assets of the Battle Bridge Labs business. The LOI is a binding agreement that represents the basis on which
the parties will proceed to consummate the Transaction pursuant to a fully integrated, written, long-form agreement.
On March 31, 2022 the Company, Battle Bridge
Acquisition Co, LLC, a company beneficially owned entirely by the Company (the “Buyer”), Section 2383 LLC, a Wyoming
limited liability company (“Seller”), Travis Phipps, an individual (“Phipps”) and Robb Billy
(“Billy” and, together with Phipps, the “Founders”) and Travis Phipps, as Representative, entered into an
asset purchase agreement (the “Purchase Agreement”) whereby the Buyer agreed to purchase from Seller and Seller agreed
to sell to Buyer substantially all of the assets of Seller which represents the “Battle Bridge Labs” business (the
“Battle Bridge Assets”) (collectively, the “Transaction”).
The consummation of the
Transaction (the “Closing”) occurred simultaneously with execution of the Purchase Agreement on March 31, 2022.
As consideration
for the Buyer’s acquisition of the Battle Bridge Assets, the Company agreed to pay $3,250,000 (the “Purchase
Price”) which consisted of $250,000 in cash (the “Cash Consideration”) and the issuance of 2,912,621 shares of
restricted common stock of the Company at $1.03 per share (the “Stock Consideration”) (representing $3,000,000 in Stock
Consideration) which was the volume weighted average price (VWAP) of the Company’s Common Stock as reported by Bloomberg LP
for the twenty (20) trading days immediately prior to Closing. $500,000 in Stock Consideration was retained by the Company at the
Closing and held as partial security to satisfy indemnification claims for a period of 12 months following the Closing.
In addition, the recipients of the Stock Consideration agreed to sign lock-up and leak-out agreements which provide that, following a 6-month lock-period
and ending 18 months after Closing, any sales of the Company’s common stock by such recipients do not exceed one percent (1%) of
the then applicable thirty (30) day trading average volume of the Company’s common stock as of such date.
In connection with closing of the Transaction,
the Company and the Founders and key employees of the Seller entered employment agreements.
In addition, the Buyer and each beneficial recipient
of Stock Consideration entered into non-competition agreements, pursuant to which such persons are prohibited from competing with the Buyer for a period of three years following the latter of
the closing of the Transaction and the termination of any relevant employment or consulting agreement.
The Purchase Agreement contains standard representations,
warranties, covenants, indemnification and other terms customary in similar transactions.
The foregoing description
of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the
agreement which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and incorporated herein by reference.