ITEM 1. Financial Statements
LOGIQ INC.
Consolidated Balance Sheets
|
|
March 31, |
|
|
December 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(Unaudited) |
|
|
(Audited) |
|
ASSETS |
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Intangible assets, net |
|
|
13,779,993 |
|
|
|
14,797,196 |
|
Property and equipment, net |
|
|
140,246 |
|
|
|
153,973 |
|
Goodwill |
|
|
5,577,926 |
|
|
|
5,577,926 |
|
Total non-current assets |
|
|
19,498,165 |
|
|
|
20,529,095 |
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
Amount due from associate |
|
|
- |
|
|
|
7,208,700 |
|
Accounts receivable |
|
|
2,857,200 |
|
|
|
3,966,086 |
|
Right to use assets - operating lease |
|
|
173,803 |
|
|
|
91,571 |
|
Prepayment, deposit and other receivables |
|
|
606,627 |
|
|
|
804,011 |
|
Financial assets held for resale |
|
|
- |
|
|
|
681 |
|
Restricted cash |
|
|
22,045 |
|
|
|
22,513 |
|
Cash and cash equivalents |
|
|
3,749,303 |
|
|
|
1,563,752 |
|
Total current assets |
|
|
7,408,978 |
|
|
|
13,657,314 |
|
Total assets |
|
$ |
26,907,143 |
|
|
$ |
34,186,409 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Current Liabilities |
|
|
|
|
|
|
|
|
Accounts payable |
|
|
2,159,995 |
|
|
|
2,293,858 |
|
Accruals and other payables |
|
|
1,732,925 |
|
|
|
1,804,131 |
|
Deferred revenue |
|
|
3,154 |
|
|
|
10,500 |
|
Lease liability - operating lease |
|
|
173,803 |
|
|
|
91,571 |
|
Deposits received for share to be issued |
|
|
17,100 |
|
|
|
401,028 |
|
Total current liabilities |
|
|
4,086,977 |
|
|
|
4,601,088 |
|
|
|
|
|
|
|
|
|
|
Non-Current Liabilities |
|
|
|
|
|
|
|
|
Other loan |
|
|
10,000 |
|
|
|
10,000 |
|
Total non-current liabilities |
|
|
10,000 |
|
|
|
10,000 |
|
Total liabilities |
|
$ |
4,096,977 |
|
|
$ |
4,611,088 |
|
|
|
|
|
|
|
|
|
|
STOCKHOLDERS’ EQUITY |
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value, 250,000,000 shares authorized, 29,169,516 and 26,350,756 shares issued and outstanding as of March 31, 2022 and December 31, 2020, respectively |
|
|
2,917 |
|
|
|
2,635 |
|
Additional paid-in capital |
|
|
84,068,490 |
|
|
|
82,473,004 |
|
Capital reserves |
|
|
24,969,396 |
|
|
|
29,349,795 |
|
Accumulated deficit brought forward |
|
|
(86,230,637 |
) |
|
|
(82,250,113 |
) |
Total stockholder’s equity |
|
|
22,810,166 |
|
|
|
29,575,321 |
|
Total liabilities and stockholders’ equity |
|
$ |
26,907,143 |
|
|
$ |
34,186,409 |
|
The accompanying notes are an integral
part of these financial statements
LOGIQ INC.
Consolidated Statements of Operations
| |
For the three months ended
March 31, | |
| |
2022 | | |
2021 | |
| |
(Unaudited) | | |
(Unaudited) | |
| |
| | |
| |
Service Revenue | |
$ | 8,105,384 | | |
$ | 8,080,312 | |
Cost of Service | |
| 5,900,723 | | |
| 5,854,056 | |
Gross Profit | |
| 2,204,661 | | |
| 2,226,256 | |
| |
| | | |
| | |
Operating Expenses | |
| | | |
| | |
Depreciation and amortization | |
| 1,030,930 | | |
| 689,345 | |
General and administrative | |
| 3,600,997 | | |
| 4,144,365 | |
Sales and marketing | |
| 299,316 | | |
| 369,261 | |
Research and development | |
| 1,257,084 | | |
| 1,103,137 | |
Total Operating Expenses | |
| 6,188,327 | | |
| 6,306,108 | |
| |
| | | |
| | |
(Loss) from Operations | |
| (3,983,666 | ) | |
| (4,079,852 | ) |
| |
| | | |
| | |
Other (Expenses)/Income, net | |
| 3,142 | | |
| (1,897 | ) |
| |
| | | |
| | |
Net (Loss) before income tax | |
| (3,980,524 | ) | |
| (4,081,749 | ) |
Income tax (Corporate tax) | |
| - | | |
| - | |
Net (Loss) | |
$ | (3,980,524 | ) | |
$ | (4,081,749 | ) |
| |
| | | |
| | |
Net (Loss) profit per common share - basic and fully diluted: | |
| (0.1510 | ) | |
| (0.2497 | ) |
| |
| | | |
| | |
Weighted average number of basic and fully diluted common shares outstanding | |
| 26,367,804 | | |
| 16,345,439 | |
The accompanying notes are an
integral part of these financial statements.
LOGIQ INC.
Consolidated Statements of Cash
Flows
|
|
For the three months ended
March 31, |
|
|
|
2022 |
|
|
2021 |
|
|
|
(Unaudited) |
|
|
(Unaudited) |
|
OPERATING ACTIVITIES: |
|
|
|
|
|
|
Net loss |
|
$ |
(3,980,524 |
) |
|
$ |
(4,081,749 |
) |
Adjustments to reconciled net loss to net cash used by operating activities: |
|
|
|
|
|
|
|
|
Depreciation of property, plant, and equipment |
|
|
13,727 |
|
|
|
11,641 |
|
Amortization of intangible assets |
|
|
1,017,203 |
|
|
|
677,705 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
1,108,886 |
|
|
|
(699,169 |
) |
Prepayments, deposit and other receivables |
|
|
197,383 |
|
|
|
(30,345 |
) |
Accounts payable |
|
|
(133,863 |
) |
|
|
573,371 |
|
Accruals and other payables |
|
|
(71,206 |
) |
|
|
1,594,481 |
|
Deferred revenue |
|
|
(7,346 |
) |
|
|
(45,924 |
) |
Net cash (used in) operating activities |
|
|
(1,855,740 |
) |
|
|
(1,999,989 |
) |
|
|
|
|
|
|
|
|
|
INVESTING ACTIVITIES: |
|
|
|
|
|
|
|
|
Increase in amount due from associate |
|
|
7,208,700 |
|
|
|
(500,000 |
) |
Financial assets held for resale |
|
|
681 |
|
|
|
47,062 |
|
Net restricted cash acquired in acquisitions |
|
|
- |
|
|
|
7,736 |
|
Net cash provided by (used in) investing activities |
|
|
7,209,381 |
|
|
|
(445,202 |
) |
|
|
|
|
|
|
|
|
|
FINANCING ACTIVITIES: |
|
|
|
|
|
|
|
|
Repayment of bank loan |
|
|
- |
|
|
|
1,531 |
|
Proceeds from notes payable-US government CARES Act |
|
|
- |
|
|
|
1,820,521 |
|
Proceeds from shares to be issued |
|
|
(383,928 |
) |
|
|
- |
|
Proceeds from stock issuance, net of expenses |
|
|
(2,784,631 |
) |
|
|
- |
|
Net cash provided by (used in) financing activities |
|
|
(3,168,559 |
) |
|
|
1,822,052 |
|
|
|
|
|
|
|
|
|
|
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
|
|
2,185,082 |
|
|
|
(623,139 |
) |
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, BEGINNING OF PERIOD |
|
|
1,586,265 |
|
|
|
3,489,778 |
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH, END OF PERIOD |
|
$ |
3,771,348 |
|
|
$ |
2,866,639 |
|
|
|
|
|
|
|
|
|
|
NON-CASH TRANSACTION |
|
|
|
|
|
|
|
|
Issuance of shares for services received |
|
$ |
616,191 |
|
|
$ |
1,525,904 |
|
The accompanying notes are an integral
part of these financial statements
LOGIQ INC.
Consolidated Statements of Stockholders’
Equity
| |
Common
stock | | |
Amount | | |
Additional
paid-in
capital | | |
Capital
reserves | | |
Accumulated (deficit) | | |
Stockholders’ (equity) | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance December 31, 2021 | |
| 26,350,756 | | |
$ | 2,635 | | |
$ | 82,473,004 | | |
$ | 29,349,795 | | |
$ | (82,250,113 | ) | |
$ | 29,575,321 | |
Issuance of Shares | |
| 2,951,080 | | |
| 295 | | |
| 1,595,486 | | |
| (4,380,399 | ) | |
| - | | |
| (2,784,618 | ) |
Cancelation of shares | |
| (132,320 | ) | |
| (13 | ) | |
| - | | |
| - | | |
| - | | |
| (13 | ) |
Net loss for period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (3,980,524 | ) | |
| (3,980,524 | ) |
Balance March 31, 2022 | |
| 29,169,516 | | |
$ | 2,917 | | |
$ | 84,068,490 | | |
$ | 24,969,396 | | |
$ | (86,230,637 | ) | |
$ | 22,810,166 | |
| |
Common stock | | |
Amount | | |
Additional paid-in capital | | |
Capital reserves | | |
Accumulated (deficit) | | |
Stockholders’ (equity) | |
| |
| | |
| | |
| | |
| | |
| | |
| |
Balance December 31, 2020 | |
| 15,557,439 | | |
$ | 1,556 | | |
$ | 66,739,895 | | |
$ | 19,285,383 | | |
$ | (62,123,326 | ) | |
$ | 23,903,508 | |
Issuance of shares for proceeds | |
| 238,194 | | |
| 24 | | |
| 1,420,389 | | |
| - | | |
| - | | |
| 1,420,413 | |
Issuance of shares for acquisitions | |
| 1,032,056 | | |
| 103 | | |
| - | | |
| 6,192,336 | | |
| - | | |
| 6,192,439 | |
Issuance of shares for services | |
| 998,955 | | |
| 100 | | |
| 1,525,904 | | |
| - | | |
| - | | |
| 1,526,004 | |
Net loss for the period | |
| - | | |
| - | | |
| - | | |
| - | | |
| (4,081,749 | ) | |
| (4,081,749 | ) |
Balance March 31, 2021 | |
| 17,826,644 | | |
$ | 1,783 | | |
$ | 69,686,188 | | |
$ | 25,477,719 | | |
$ | (66,205,075 | ) | |
$ | 28,960,615 | |
The accompanying notes are an integral part of
these financial statements
NOTES TO UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION AND BUSINESS DESCRIPTION
Corporate Information
Logiq, Inc., formerly known as Weyland Tech, Inc.,
is a Delaware corporation that was incorporated in 2004. Logiq is headquartered in New York, with offices in New York City, Singapore,
Minneapolis, MN, Denver, CO, and Jakarta, Indonesia. The Company’s common stock is quoted on the OTCQX under the symbol “LGIQ”,
and the NEO Exchange in Canada under the same symbol.
Business Overview
The Company offers solutions
that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for
their clients globally. The Company’s solutions are provided through (i) its “AppLogiq” business segment (operated as
CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web, and (ii) its “DataLogiq”
business segment, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital
marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape.
The Company enables SMBs
to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing AppLogiq’s
CreateApp platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s
DataLogiq business segment offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”)
basis.
We provide our PaaS and
digital marketing 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 affordable and cost-effective solutions. We recognize revenue on a pay to use subscription
basis when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services
for their marketing campaigns. We also recognize revenue on CPL and other metrics for engagements undertaken on a performance marketing
basis.
The Company continues
to expand its portfolio of offerings and the industries they serve:
| ● | In May 2018, the Company expanded
its portfolio to fintech applications with the launch of its PayLogiq mobile payments platform in Indonesia. |
|
● |
In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia. |
|
● |
In January 2020, the Company completed the acquisition of substantially all of the assets of Push Holdings, Inc. This acquired business, which the Company has rebranded as its DataLogiq division, operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA. |
|
● |
On November 2, 2020, the Company completed the acquisition of Fixel AI Inc. (“Fixel”), thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of its DataLogiq product suite. |
|
● |
On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., a Delaware corporation (“Rebel”). By acquiring Rebel and its platform, the Company enables brands and agencies to securely transact media and activate first-party data. |
| ● | On June 21, 2021, the Company completed its Canadian IPO offering of 1,976,434 units of its securities, consisting of shares warrants to purchase shares of common stock, on the NEO exchange in Canada. |
| ● | 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 “Battle Bridge 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 Battle Bridge 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. |
AppLogiq Spin-Off
On December 15, 2021,
the Company entered into various agreements with Lovarra, a Nevada corporation (“Lovarra”), and public reporting majority
owned subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary
conditions and approvals and completion of requisite financial statement audits (the “Separation”). Lovarra is a fully reporting
U.S. public company, which is approximately 74.9% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”).
In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% of the Company’s ownership interests
in Lovarra to the Company’s shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,”
and collectively with the “Separation,” the “Spin Off”), which Distribution of said shares is expected to occur
approximately six months from completion of the Separation (the “Distribution Date”), subject to customary conditions and
approvals.
On January 27, 2022,
the Company completed the transfer of its AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq
to Lovarra, Lovarra issued 26,350,756 shares of its common stock to GoLogic (the “Lovarra Shares”). The Company, through GoLogiq,
will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December
30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra).
Until such time as the
Distribution is complete, the Company will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary
of Logiq.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
BASIS OF PRESENTATION
The financial statements have been prepared on
a historical cost basis to reflect the financial position and results of operations of the Company in accordance with the accounting principles
generally accepted in the United States of America (“US GAAP”).
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include
the accounts of Logiq, Inc (Delaware) and its wholly owned material operating subsidiaries, Logiq, Inc. (Nevada), Fixel AI Inc. and Rebel
AI Inc., as well as the accounts of Lovarra, a majority owned subsidiary of Logiq, Inc. Material intercompany balances and transactions
have been eliminated on consolidation.
Unless the context indicates otherwise, references
in these notes to the consolidated financial statements to “AppLogiq,” “CreateApp” and “Lovarra” mean
the Company’s reportable AppLogiq segment, which reflects the operations of Lovarra (OTC Pink: LOVA) within Logiq, Inc.
USE OF ESTIMATES
The preparation of the Company’s financial
statements in conformity with generally accepted accounting principles of the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Management makes its best
estimate of the ultimate outcome for these items based on historical trends and other information available when the financial statements
are prepared. Actual results could differ from those estimates.
BUSINESS COMBINATIONS
The Company accounts for acquisitions of entities
that include inputs and processes and have the ability to create outputs as business combinations. The Company allocates the purchase
price of the acquisition to the tangible assets, liabilities and identifiable intangible assets acquired based on their estimated fair
values. The excess of the purchase price over those fair values is recorded as goodwill. Acquisition related expenses and integration
costs are expensed as incurred.
CERTAIN RISKS AND UNCERTAINTIES
The Company relies on cloud-based hosting through
a global accredited hosting provider. Management believes that alternate sources are available; however, disruption or termination of
this relationship could adversely affect our operating results in the near-term.
SEGMENT REPORTING
Operating segments are defined as components of
an enterprise about which separate financial information is available that is evaluated regularly by our chief operating decision maker,
or decision- making group, in deciding how to allocate resources and in assessing performance.
The Company has two operating business
segments:
AppLogiq marketed as CreateApp is a platform acquired
in 2015 and subsequently enhanced in 2016 and 2017, offered on a Platform-as-a-Service (“PaaS”) basis providing digital marketing
to SMBs in a wide variety of industry sectors, to increase their sales, reach more customers, and promote their products and services
using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our
PaaS platform to create mobile apps for their business. Our AppLogiq segment was sold and assigned to Lovarra, a majority owned subsidiary
of the Company, on January 27, 2022.
DataLogiq is a business segment created in January
2020 from our acquisition of the assets of Push Holdings Inc, comprising a consumer data management platform powered by lead generation,
online marketing, and multichannel reengagement strategies through its owned and operated brands by Fixel AI Inc and Rebel AI Inc. DataLogiq
has developed a proprietary data management platform and integrates with several third-party service providers to optimize the return
on its marketing efforts. DataLogiq focuses on consumer engagement and data enrichment to maximize its return on acquisition through repeat
monetization of each consumer.
We identify our reportable business segments
as those customer groups that represent more than 10% of our combined revenue or gross profit or loss of all reported operating
segments. We manage our business on the basis of the two reportable segment e-commerce solutions and service provider. The
accounting policies for segment reporting are the same as for the Company as a whole. We do not segregate assets by segments since
our chief operating decision maker, or decision-making group, does not use assets as a basis to evaluate a segment’s
performance.
GOODWILL AND INTANGIBLE ASSETS, NET
Goodwill is recorded as the difference between
the aggregate consideration in a business combination and the fair value of the acquired net tangible and intangible assets acquired.
The Company evaluates goodwill for impairment on an annual basis in the fourth quarter or more frequently if indicators of impairment
exist that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company first assesses
qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying
value. Based on that qualitative assessment, if it is more likely than not that the fair value of a reporting unit is less than its carrying
value, the Company conducts a quantitative goodwill impairment test, which involves comparing the estimated fair value of the reporting
unit with its carrying value, including goodwill. The Company estimates the fair value of a reporting unit using a combination of the
income and market approach. If the carrying value of the reporting unit exceeds its estimated fair value, an impairment loss is recorded
for the difference. The Company performed its qualitative assessment and determined that no impairment indicators were present during
the three months ended March 31, 2022 and 2021.
The Company’s intangible assets consist
of software technology, which is amortized using the straight-line method over five years. Amortization expense for the three months ended
March 31, 2022 and 2021 amounted to $1,017,203 and $677,705, respectively, which was included in the amortization of intangible assets
expense of the accompanying consolidated statements of operations.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company classifies its long-life assets into:
(i) computer and office equipment; (ii) furniture and fixtures, (iii) leasehold improvements, and (iv) finite – life intangible
assets.
Long-life assets held and used by the Company
are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be fully
recoverable. It is possible that these assets could become impaired as a result of technology, economy or other industry changes. If circumstances
require a long-lived asset or asset group to be tested for possible impairment, the Company first compares undiscounted cash flows expected
to be generated by that asset or asset group to its carrying value. If the carrying value of the long-life asset or asset group is not
recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying value exceeds its fair value.
Fair value is determined through various valuation techniques, including discounted cash flow models, relief from royalty income approach,
quoted market values and third-party independent appraisals, as considered necessary.
The Company makes various assumptions and estimates
regarding estimated future cash flows and other factors in determining the fair values of the respective assets. The assumptions and estimates
used to determine future values and remaining useful lives of long-lived assets are complex and subjective. They can be affected by various
factors, including external factors such as industry and economic trends, and internal factors such as the Company’s business strategy
and its forecasts for specific market expansion.
GROUP ACCOUNTING
Subsidiaries are entities (including special purpose
entities) over which the Group has power to govern the financial and operating policies, generally accompanying a shareholding of more
than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group controls another entity. The purchase method of accounting is used to account for the
acquisition of subsidiaries. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued or
liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired
and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values on the date of
acquisition, irrespective of the extent of any minority interest. Subsidiaries are consolidated from the date on which control is transferred
to the Group to the date on which that control ceases. In preparing the consolidated financial statements, intercompany transactions,
balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated unless the
transaction provides evidence of an impairment of the asset transferred. Where necessary, adjustments are made to the financial statements
of subsidiaries to ensure consistency of accounting policies with those of the Group. Minority interest is that part of the net results
of operations and of net assets of a subsidiary attributable to interests which are not owned directly or indirectly by the Group. It
is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the date
of acquisition by the Group and the minorities’ share of changes in equity since the date of acquisition, except when the losses
applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary. In such cases, the excess and
further losses applicable to the minority are attributed to the equity holders of the Company, unless the minority has a binding obligation
to, and is able to, make good the losses. When that subsidiary subsequently reports profits, the profits applicable to the minority are
attributed to the equity holders of the Company until the minority’s share of losses previously absorbed by the equity holders of
the Company has been recovered.
SUBSIDIARIES
When subsidiaries are excluded from consolidation on
the basis that their inclusion involving expense and delay out of proportion to the value to members of the Company, investments
in subsidiaries are stated at cost less accumulated impairment losses in the Company’s balance sheet. On disposal of investments
in subsidiaries, the difference between net disposal proceeds and the carrying amount of the investment is taken to the income statement.
ASSOCIATES
Associates are all entities over which the group
has significant influence but not control or joint control, generally accompanying a shareholding interest of between 20% and 50% of the
voting rights. Investments in associates are accounted for using the equity method of accounting, after initially being recognized at
cost. The group’s investment in associates includes goodwill identified on acquisition. The group’s share of its associates’
post-acquisition profits or losses is recognized in profit or loss, and its share of post-acquisition other comprehensive income is recognized
in other comprehensive income. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment. Dividends
receivable from associates are recognized as a reduction in the carrying amount of the investment. Where the group’s share of losses
in an associate equals or exceeds its interest in the associate, including any other unsecured long-term receivables, the group does not
recognize further losses, unless it has incurred obligations or made payments on behalf of the associate. Unrealized gains on transactions
between the group and its associates are eliminated to the extent of the group’s interest in the associates. Unrealized losses are
also eliminated, unless the transaction provides evidence of an impairment of the asset transferred. Accounting policies of associates
have been changed, where necessary, to ensure consistency with the policies adopted by the group.
FINANCIAL ASSETS
Financial assets at fair value through profit
or loss are stated at fair value, with any resultant gain or loss recognized in profit or loss. The net gain or loss recognized in profit
or loss incorporates any dividend or interest earned on the financial asset and is included in ‘other gains and losses’ line
in the statement of profit or loss and other comprehensive income.
The Company measures certain financial assets
at fair value on a recurring basis, including the available-for-sale debt securities. Fair value is the price the Company would receive
to sell an asset or pay to transfer a liability in an orderly transaction with a market participant at the measurement date. The Company
uses a three-level hierarchy established by the Financial Accounting Standards Board (FASB) that prioritizes fair value measurements based
on the types of inputs used for the various valuation techniques (market approach, income approach and cost approach).
The levels of the fair value hierarchy are described
below:
|
● |
Level 1: Quoted prices in active markets for identical assets or
liabilities. |
|
● |
Level 2: Inputs other than quoted prices that are observable for the
asset or liability, either directly or indirectly; these include quoted prices for similar assets or liabilities in active markets
and quoted prices for identical or similar assets or liabilities in markets that are not active. |
|
● |
Level 3: Unobservable inputs with little or no market data available,
which require the reporting entity to develop its own assumptions. |
The Company’s assessment of the significance
of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Financial
assets and liabilities are classified in their entirety based on the most conservative level of input that is significant to the fair
value measurement.
LEASE
The Company adopted ASU 2016-02, Leases (Topic
842), on January 8, 2020, using a modified retrospective approach reflecting the application of the standard to leases existing at, or
entered into after, the beginning of the earliest comparative period presented in the consolidated financial statements.
The Company leases its offices which are classified
as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with
the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease
payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s
right to use, or control the use of, a specified asset for the lease term.
At the commencement date, the Company recognizes
the lease liability at the present value of the lease payments not yet paid, discounted using the interest rate implicit in the lease
or, if that rate cannot be readily determined, the Company’s incremental borrowing rate for the same term as the underlying lease.
The right-of-use asset is recognized initially at cost, which primarily comprises the initial amount of the lease liability, plus any
initial direct costs incurred, consisting mainly of brokerage commissions, less any lease incentives received. All right-of-use assets
are reviewed for impairment. No impairment for right-of-use lease assets as of March 31, 2022.
AVAILABLE-FOR-SALES INVESTMENTS
Certain shares and debt securities held by the
group are classified as being available for sale and are stated at fair value. Gains and losses arising from changes in fair value, impairment
losses, interest calculated using the effective interest method and foreign exchange gains and losses on monetary assets are recognized
directly in profit or loss. Dividends on available-for-sale equity instruments are recognized in profit or loss when the Company’s
right to receive payments is established. The fair value of available-for-sale monetary assets denominated in a foreign currency is determined
in that foreign currency and translated at the spot rate at end of the reporting period. The change in fair value attributable to translation
differences that result from a change in amortized cost of the available-for-sale monetary asset is recognized in profit or loss, and
other changes are recognized in other comprehensive income.
ACCOUNTS RECEIVABLE AND CONCENTRATION OF RISK
Accounts receivable consists of trade receivables
from customers. The Company records accounts receivable at its net realizable value, recognizing an allowance for doubtful accounts based
on our best estimate of probable credit losses on our existing accounts receivable. Balances are written off against the allowance after
all means of collection have been exhausted and the possibility of recovery is considered remote.
As of March 31, 2022 and 2021, the allowance for
bad debt was approximately $155,592 and $54,619, respectively.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents represent cash on hand,
demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of twelve months or
less and are readily convertible to known amounts of cash.
EARNINGS PER SHARE
Basic (loss) earnings per share is based on the
weighted average number of common shares outstanding during the period while the effects of potential common shares outstanding during
the period are included in diluted earnings per share.
FASB Accounting Standard Codification Topic 260
(“ASC 260”), “Earnings Per Share,” requires that employee equity share options, non-vested shares and similar
equity instruments granted to employees be treated as potential common shares in computing diluted earnings per share. Diluted earnings
per share should be based on the actual number of options or shares granted and not yet forfeited, unless doing so would be anti-dilutive.
The Company uses the “treasury stock” method for equity instruments granted in share-based payment transactions provided in
ASC 260 to determine diluted earnings per share. Antidilutive securities represent potentially dilutive securities which are excluded
from the computation of diluted earnings or loss per share as their impact was antidilutive.
REVENUE RECOGNITION
The Company’s Platform as a Service (“PaaS”)
provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a web
or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. 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 on a white label
basis.
The Company maintains the PaaS software platform
at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new
proprietary features are billed to the customer separately as development income while re-usable features are added to the features available
to all customers on subsequent releases of our platform.
COST OF REVENUE
The Company cost of revenue comprises fees from
third party cloud-based hosting services and media costs.
INCOME TAXES
The Company uses the asset and liability method
of accounting for income taxes in accordance with Accounting Standards Codification (“ASC”) 740, “Income Taxes”
(“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the
current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply
to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets
and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A
valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely
than not that some portion or all of the deferred tax assets will not be realized.
STOCK BASED COMPENSATION
We value stock compensation based on the fair
value recognition provisions ASC 718, Compensation – Stock Compensation, which establishes accounting
for stock-based awards exchanged for employee services and requires companies to expense the estimated grant date fair value of stock
awards over the requisite employee service period.
We do not ascertain the fair value of restricted
stock awards using the Black-Scholes-Merton option pricing model.
See Note 13, Stockholders’ Equity, for further details on our
stock awards.
RECENT ACCOUNTING PRONOUNCEMENTS
On October 2, 2017, the FASB issued Accounting
Standards Update (ASU) No. 2017-13, “Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases
(Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting
and Rescission of Prior SEC Staff Announcements and Observer Comments.” The ASU adds SEC paragraphs to the new revenue and leases
sections of the Codification on the announcement the SEC Observer made at the July 20, 2017 Emerging Issues Task Force (EITF) meeting.
The SEC Observer said that the SEC staff would not object if entities that are considered public business entities only because their
financial statements or financial information is required to be included in another entity’s SEC filing use the effective dates
for private companies when they adopt ASC 606, Revenue from Contracts with Customers, and ASC 842, Leases. This would include entities
whose financial statements are included in another entity’s SEC filing because they are significant acquirees under Rule 3-05 of
Regulation S-X, significant equity method investees under Rule 3-09 of Regulation S-X and equity method investees whose summarized financial
information is included in a registrant’s financial statement notes under Rule 4-08(g) of Regulation S-X. The ASU also supersedes
certain SEC paragraphs in the Codification related to previous SEC staff announcements and moves other paragraphs, upon adoption of ASC
606 or ASC 842. The Company does not expect that the adoption of this guidance will have a material impact on its condensed consolidated
financial statements.
On November 22, 2017, the FASB ASU No. 2017-14,
“Income Statement-Reporting Comprehensive Income (Topic 220), Revenue Recognition (Topic 605), and Revenue from Contracts with Customers
(Topic 606): Amendments to SEC Paragraphs Pursuant to Staff Accounting Bulletin No. 116 and SEC Release 33-10403.” The ASU amends
various paragraphs in ASC 220, Income Statement - Reporting Comprehensive Income; ASC 605, Revenue Recognition; and ASC 606, Revenue From
Contracts With Customers, that contain SEC guidance. The amendments include superseding ASC 605-10-S25-1 (SAB Topic 13) as a result of
SEC Staff Accounting Bulletin No. 116 and adding ASC 606-10-S25-1 as a result of SEC Release No. 33-10403. The Company does not expect
that the adoption of this guidance will have a material impact on its condensed consolidated financial statements.
In February 2018, the FASB issued ASU No. 2018-02,
“Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income.” The ASU amends ASC 220, Income Statement
- Reporting Comprehensive Income, to “allow a reclassification from accumulated other comprehensive income to retained earnings
for stranded tax effects resulting from the Tax Cuts and Jobs Act.” In addition, under the ASU, an entity will be required to provide
certain disclosures regarding stranded tax effects. The ASU is effective for all entities for fiscal years beginning after December 15,
2018, and interim periods within those fiscal years. The Company does not expect that the adoption of this guidance will have a material
impact on its condensed consolidated financial statements.
In March 2018, the FASB issued ASU 2018-05 - Income
Taxes (Topic 740): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 118 (“ASU 2018-05”), which amends
the FASB Accounting Standards Codification and XBRL Taxonomy based on the Tax Cuts and Jobs Act (the “Act”) that was signed
into law on December 22, 2017 and Staff Accounting Bulletin No. 118 (“SAB 118”) that was released by the Securities and Exchange
Commission. The Act changes numerous provisions that impact U.S. corporate tax rates, business-related exclusions, and deductions and
credits and may additionally have international tax consequences for many companies that operate internationally. The Company does not
believe this guidance will have a material impact on its condensed consolidated financial statements.
In July 2018, the FASB issued ASU 2018-10, “Codification
Improvements to Topic 842, Leases.” The ASU addresses 16 separate issues which include, for example, a correction to a cross reference
regarding residual value guarantees, a clarification regarding rates implicit in lease contracts, and a consolidation of the requirements
about lease classification reassessments. The guidance also addresses lessor reassessments of lease terms and purchase options, variable
lease payments that depend on an index or a rate, investment tax credits, lease terms and purchase options, transition guidance for amounts
previously recognized in business combinations, and certain transition adjustments, among others. For entities that early adopted Topic
842, the amendments are effective upon issuance of this Update, and the transition requirements are the same as those in Topic 842. For
entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition
requirements in Topic 842. The Company does not believe this guidance will have a material impact on its condensed consolidated financial
statements.
In July 2018, the FASB issued ASU 2018-11 - Leases
(Topic 842): Targeted Improvements. The ASU simplifies transition requirements and, for lessors, provides a practical expedient for the
separation of non-lease components from lease components. Specifically, the ASU provides: (1) an optional transition method that entities
can use when adopting ASC 842 and (2) a practical expedient that permits lessors to not separate non-lease components from the associated
lease component if certain conditions are met. For entities that have not adopted Topic 842 before the issuance of this Update, the effective
date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements in Update
2016-02. For entities that have adopted Topic 842 before the issuance of this Update, the transition and effective date of the amendments
in this Update are as follows: 1) The practical expedient may be elected either in the first reporting period following the issuance of
this Update or at the original effective date of Topic 842 for that entity. 2) The practical expedient may be applied either retrospectively
or prospectively. All entities, including early adopters, that elect the practical expedient related to separating components of a contract
in this Update must apply the expedient, by class of underlying asset, to all existing lease transactions that qualify for the expedient
at the date elected. The Company does not believe this guidance will have a material impact on its condensed consolidated financial statements.
The Company has considered all new accounting
pronouncements and has concluded that there are no new pronouncements that may have a material impact on results of operations, financial
condition, or cash flows, based on current information.
NOTE 3 – INTANGIBLE ASSETS, NET
As of March 31, 2022 and 2021, the Company has
the following amounts related to intangible assets:
| |
Lovarra Inc (Including CreateApp) | | |
DataLogiq | | |
Total | |
| |
| | |
| | |
| |
Cost as of January 1, 2022 | |
$ | 1,885,330 | | |
$ | 19,718,391 | | |
$ | 21,603,721 | |
Additions | |
$ | - | | |
$ | - | | |
$ | - | |
Cost as of March 31, 2022 | |
$ | 1,885,330 | | |
$ | 19,718,391 | | |
$ | 21,603,721 | |
| |
| | | |
| | | |
| | |
Amortization | |
| | | |
| | | |
| | |
Brought forward as of January 1, 2022 | |
$ | 1,396,398 | | |
$ | 5,410,127 | | |
$ | 6,806,525 | |
Charge for the period | |
$ | 31,283 | | |
$ | 985,920 | | |
$ | 1,017,203 | |
Accumulated depreciation as of March 31, 2022 | |
$ | 1,427,681 | | |
$ | 6,396,047 | | |
$ | 7,823,728 | |
| |
| | | |
| | | |
| | |
Net intangible assets as of March 31, 2022 | |
$ | 457,649 | | |
$ | 13,322,344 | | |
$ | 13,779,993 | |
| |
| | | |
| | | |
| | |
Net intangible assets as of December 31, 2021 | |
$ | 488,932 | | |
$ | 14,308,264 | | |
$ | 14,797,196 | |
Amortization expense related to intangible assets
for the quarter ended March 31, 2022 and 2021 amounted to $1,017,203 and $677,705, respectively.
No significant residual value is estimated for
these intangible assets.
The estimated future amortization expense of intangible
costs as of March 31, 2022 in the next five fiscal years and thereafter is as follows:
Remaining of 2022 | | |
$ | 3,051,608 | |
2023 | | |
| 4,068,811 | |
2024 | | |
| 4,068,811 | |
2025 | | |
| 2,251,265 | |
2026 and thereafter | | |
| 339,498 | |
| | |
$ | 13,779,993 | |
NOTE 4 – PROPERTY AND EQUIPMENT, NET
As of March 31, 2022 and 2021, the Company has
the following amounts related to property and equipment:
| |
Leasehold Improvements | | |
Computer
and Equipment | | |
Total | |
| |
| | |
| | |
| |
Cost as of January 1, 2022 | |
$ | 165,957 | | |
$ | 87,405 | | |
$ | 253,362 | |
Additions | |
$ | - | | |
| - | | |
$ | - | |
Cost as of March 31, 2022 | |
$ | 165,957 | | |
$ | 87,405 | | |
$ | 253,362 | |
| |
| | | |
| | | |
| | |
Amortization | |
| | | |
| | | |
| | |
Brought forward as of January 1, 2022 | |
$ | 67,271 | | |
$ | 32,118 | | |
$ | 99,389 | |
Charge for the period | |
$ | 8,409 | | |
$ | 5,318 | | |
$ | 13,727 | |
Accumulated depreciation as of March 31, 2022 | |
$ | 75,680 | | |
$ | 37,436 | | |
$ | 113,116 | |
| |
| | | |
| | | |
| | |
Net property and equipment as of March 31, 2022 | |
$ | 90,277 | | |
$ | 49,969 | | |
$ | 140,246 | |
| |
| | | |
| | | |
| | |
Net property and equipment as of December 31, 2021 | |
$ | 98,686 | | |
$ | 55,287 | | |
$ | 153,973 | |
Depreciation expense for the quarter ended March 31, 2022 and 2021
amounted to $13,727 and $11,641, respectively.
NOTE 5 – GOODWILL
| |
As of
March 31, | | |
As of
December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Goodwill at cost - Push | |
$ | 4,781,208 | | |
$ | 4,781,208 | |
Goodwill at cost - Fixel | |
| 296,882 | | |
| 296,882 | |
Goodwill at cost - Rebel | |
| 499,836 | | |
| 499,836 | |
Total | |
| 5,577,926 | | |
| 5,577,926 | |
| |
| | | |
| | |
Accumulated impairment losses | |
$ | - | | |
$ | - | |
| |
| | | |
| | |
Balance at end of period | |
$ | 5,577,926 | | |
$ | 5,577,926 | |
Goodwill has been allocated for impairment testing
purposes to the acquisition of the assets of Push Holdings Inc.
The recoverable amount of this unit is determined
based on external valuation performed by a third-party valuation firm on March 20, 2020 as updated to December 31, 2021.
The assets were valued using a Fair Market Value
basis as defined by the Financial Accounting Standards Board (FASB ASC 820-10-20). Liabilities were taken from Push Holdings Inc Consolidated
Balance Sheet as of January 8, 2020, Fixel AI Inc Consolidated Balance Sheet as of November 2, 2020 and Rebel AI Inc Consolidated
Balance Sheet as of March 29, 2021.
NOTE 6 – ACCOUNTS RECEIVABLE
| |
As
of March 31, | | |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Accounts receivable - gross | |
$ | 3,012,792 | | |
$ | 4,121,678 | |
Allowance for doubtful debts | |
| (155,592 | ) | |
| (155,592 | ) |
Accounts receivable - net | |
| 2,857,200 | | |
| 3,966,086 | |
| |
| | | |
| | |
Movement in allowance for doubtful debts | |
| | | |
| | |
| |
| | | |
| | |
Balance as at beginning of period | |
$ | 155,592 | | |
$ | 54,619 | |
Provision for bad debts | |
| - | | |
| 100,973 | |
Reversal of the provision | |
| - | | |
| - | |
Balance at end of period | |
| 155,592 | | |
| 155,592 | |
Age of Impaired trade receivables
Current | |
$ | 1,354,812 | | |
| 45.0 | % |
1 - 30 days | |
| 1,318,353 | | |
| 43.8 | % |
31 - 60 days | |
| 67,905 | | |
| 2.3 | % |
61-90 days | |
| 3,965 | | |
| 0.1 | % |
91 and over | |
| 267,757 | | |
| 8.9 | % |
Total | |
| 3,012,792 | | |
| 100.0 | % |
NOTE 7 – INVESTMENT IN ASSOCIATE
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 with the option to purchase an additional 31% equity interest at a later date. In April
2019, the Company completed the distribution as a dividend in specie, to the Company’s shareholders of record at October 12, 2018
of its 49% equity interest in WIP to Weyland AtoZPay Inc. and now holds an equitable interest of 31% in WIP.
The results of operations under brand name PAY/GOLogiq
of WIP from April 23, 2018 has not been included as the amount had been fully impaired.
The Company held a 31% unexercised option in WIP
as of December 31, 2018. Due to the continuing legal restructuring in Indonesia, all the conditions precedent had not been satisfied and
the 31% option had not been exercised as of March 31, 2022.
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.
NOTE 8 – AMOUNT DUE FROM ASSOCIATE
The amount due from associate is interest free,
unsecured with no fixed repayment terms.
The amount due from associate of $7,243,700 has
been acquired by Lovarra as of January 27, 2022.
| |
As of March 31, | | |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Amount due from associate | |
$ | - | | |
$ | 7,208,700 | |
| |
$ | - | | |
$ | 7,208,700 | |
NOTE 9 – PREPAYMENTS, DEPOSIT AND OTHER RECEIVABLES
Prepayments, deposits and other receivables consist of the following:
| |
As of March 31, | | |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Deposit | |
$ | 401,151 | | |
$ | 400,801 | |
Other receivables | |
| - | | |
| - | |
Prepayments | |
| 205,476 | | |
| 403,210 | |
| |
$ | 606,627 | | |
$ | 804,011 | |
NOTE 10 – ACCRUALS AND OTHER PAYABLE
Accruals and other payable consist of the following:
| |
As of March 31, | | |
As of December 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Accruals | |
$ | 1,732,925 | | |
$ | 1,804,131 | |
Other payables | |
| - | | |
| - | |
| |
$ | 1,732,925 | | |
$ | 1,804,131 | |
NOTE 11 – INCOME TAX
The United States of America
Logiq, Inc. is incorporated in the State of Delaware
in the U.S., and is subject to a gradual U.S. federal corporate income tax of 21%. The Company generated no taxable income for the three
months ended March 31, 2022 and 2021, which, had the Company generated any taxable income, would have been subject to U.S. federal corporate
income tax rate of 21% and 34%, respectively.
| |
As of March 31, 2021 | | |
As of December 31, 2020 | |
U.S. statutory tax rate | |
| 21.00 | % | |
| 21.00 | % |
Effective tax rate | |
| 21.00 | % | |
| 21.00 | % |
As of March 31, 2022, the Company does not have
any deferred tax assets.
NOTE 12 – NOTES PAYABLE
On April 24, 2020, the Company’s
subsidiary Logiq, Inc. (Nevada) formerly known as Origin8, Inc. received loan proceeds in the amount of $503,700 (the
“PPP Loan”) under the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief and Economic Security
Act and applicable regulations (the “CARES Act”).
Under the terms of the CARES Act, as amended by
the Paycheck Protection Program Flexibility Act of 2020, Logiq, Inc. (Nevada) was eligible to apply for and receive forgiveness for all
or a portion of its PPP Loan. Such forgiveness was to be determined, subject to limitations, based on the use of the loan proceeds for
certain permissible purposes as set forth in the PPP, including, but not limited to, payroll costs (as defined under the PPP) and mortgage
interest, rent or utility costs (collectively, “Qualifying Expenses”) incurred during the 24 weeks subsequent to funding,
and on the maintenance of employee and compensation levels, as defined, following the funding of the PPP Loan. Logiq, Inc. (Nevada) used
the proceeds of its PPP Loan for Qualifying Expenses.
On May 20, 2021, the PPP Loan of $503,700 was
fully forgiven by the Small Business Administration of the CARES Act.
NOTE 13 – STOCKHOLDERS’ EQUITY
Common Stock
On February 25, 2020, the Company filed a certificate
of amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation, as amended, with the Secretary
of State of the State of Delaware, to effect a reverse stock split of the Company’s common stock, $0.0001 par value per share (“Common
Stock”), at a rate of approximately 1-for-13 (the “Reverse Stock Split”).
Upon the filing of the Certificate of Amendment,
and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of the Company’s Common Stock were, without
any further action by the Company, or any holder thereof, combined into and automatically became 1 share of the Company’s Common
Stock. No fractional shares were issued as a result of the Reverse Stock Split. In lieu thereof, fractional shares were cancelled, and
stockholders received a cash payment in an amount equal to the fair market value of such fractional shares on the effective date. All
shares of Common Stock eliminated as a result of the Reverse Stock Split have been returned to the Company’s authorized and unissued
capital stock, and the Company’s capital was reduced by an amount equal to the par value of the shares of Common Stock so retired.
The Reverse Stock Split did not change the Company’s
current authorized number of shares of Common Stock or its par value. As such, the Company is authorized to issue up to 250,000,000 shares
of Common Stock, par value $0.0001.
Issuance of Common Stock
In the year 2021 we have below common stock issuance:
Sale of Common Stock – January 2021
On January 12, 2021, Logiq entered into a Stock
Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 101,694 shares
of the Company’s common stock to the purchasers at an offering price of $8.50 per share.
The offering resulted in gross proceeds of approximately
$864,000 before deducting offering expenses. The shares of common stock were offered by the Company pursuant to a prospectus supplement
to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with
the Securities and Exchange Commission on August 17, 2020, and was declared effective on August 26, 2020 (the “Registration Statement”).
Agreement and Plan of Merger – Rebel AI, Inc.
On March 29, 2021, Logiq, RAI Acquisition Sub,
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Rebel AI, Inc., a Delaware corporation
(“Rebel AI”), and Emmanuel Puentes, on behalf of the stockholders of Rebel AI (in such capacity, the “Stockholders’
Agent”), consummated a transaction pursuant to the terms of that certain Agreement and Plan of Merger (the “Merger Agreement”)
whereby the parties effectuated a merger of Merger Sub with and into Rebel AI, and as a result, Rebel AI became a wholly-owned subsidiary
of the Company (the “Merger”).
As consideration for the Merger, the Company delivered
to those persons set forth in the Merger Agreement an aggregate total cash payment of $1,126,000 (the “Cash Consideration”),
and an aggregate number of restricted shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”),
equal to (i) (x) $7,000,000, divided by (ii) the volume weighted average closing price of the Company’s Common Stock for the
twenty consecutive trading days prior to Closing (the “Stock Consideration,” and together with the Cash Consideration, the
“Merger Consideration”), subject in each case to adjustment as provided in the Merger Agreement. Notwithstanding the foregoing,
pursuant to the terms of the Merger Agreement, (i) a portion of the Cash Consideration, in an amount equal to the outstanding balance
of that PPP Loan made to Rebel AI in January 2021, shall be withheld at Closing and placed into an escrow account, pending forgiveness
or repayment of the PPP Loan, as applicable, and (ii) $2,000,000 of Common Stock shall be withheld from the Stock Consideration and deposited
into an escrow account, pending release in accordance with the terms of the Merger Agreement.
On June 30, 2021, the parties entered into an
Amendment No. 1 to Agreement and Plan of Merger (the “Amendment”), pursuant to which the parties amended the Merger Agreement
to eliminate any potential reductions to the total cash purchase price payable pursuant to the Merger Agreement in the event that the
PPP Loan made to Rebel AI in January 2021 is not forgiven in full. As a result, Schedule A to the Merger Agreement was deleted and eliminated
in its entirety.
Sale of Common Stock – March 2021
On March 8, 2021, Logiq entered into a Stock Purchase
Agreement with an accredited investor, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 100,000 shares
of the Company’s common stock, to the purchaser at an offering price of $5.00 per share.
The offering resulted in gross proceeds of approximately
$500,000 before deducting offering expenses. The shares were offered by the Company pursuant to a prospectus supplement to the Company’s
Registration Statement.
Sale of Common Stock – April 2021
On April 15, 2021, Logiq entered into a Stock
Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 304,000 shares
of the Company’s common stock, to the purchasers at an offering price of $5.00 per share.
The offering resulted in gross proceeds of approximately
$1,520,000 before deducting offering expenses. The shares were offered by the Company pursuant to a prospectus supplement to the
Company’s Registration Statement.
Sale of Units in Connection With Canadian
IPO - June 2021
On June 9, 2021, Logiq entered into an Agency
Agreement (the “Agency Agreement”) with Research Capital Corporation (the “Agent”) relating to the offering (the
“Offering”) by the Company of a minimum of 1,666,667 units of securities (each, a “Unit”), and a maximum of 3,333,333
Units, at a price of C$3.00 per Unit (the “Offering Price”), for minimum gross proceeds of C$5,000,000, and maximum gross
proceeds of C$10,000,000. Each Unit consists of (i) one share of common stock of the Company, par value $0.0001 per share (and the Common
Stock included in a Unit being a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”),
where each Warrant entitles the holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise
price of C$3.50 per Warrant Share, subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”)
of June 17, 2021 (the “Closing Date”).
In consideration for the Agent’s services
to the Company in connection with the Offering, the Company agreed to pay the Agent a cash fee (the “Agent’s Commission”)
equal to 8.0% of the aggregate gross proceeds of the Offering. As additional compensation, the Company also agreed to issue to the
Agent such number of non-transferrable compensation options (the “Agent Options”) equal to 8.0% of the number of Units
sold pursuant to the Offering. Each Agent Option is exercisable for one Unit (an “Agent Unit”) at an exercise price of C$3.00 until
the third anniversary of the Closing Date. Each Agent Unit consists of (i) one share of Common Stock, and (ii) one Common Stock purchase
warrant (each, an “Agent Unit Warrant”). The Agent Unit Warrants will be issued under a Warrant Indenture, and have the same
attributes as the Warrants to be comprised in the Units.
Furthermore, the Company agreed to issue 83,333 units
of securities (the “Advisory Fee Units”) to the Agent as compensation for certain strategic advisory and support services
rendered. This number was determined by dividing C$250,000 by the Offering Price. Each Advisory Fee Unit is comprised of (i)
one share of Common Stock, and (ii) one warrant exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a
period of 36 months from the Closing Date.
Pursuant to the terms of the Agency Agreement,
the Company also agreed to grant the Agent an option (the “Over-Allotment Option”), exercisable in whole or in part, at the
sole discretion of the Agent, at any time up to 30 days following the Closing Date, to purchase from the Company: (i) up to such additional
number of Units (the “Over-Allotment Units”) equal to 15% of the number of Units sold under the Offering (the “Over-Allotment
Number”) at the Offering Price; (ii) up to such number of additional Warrants (the “Over-Allotment Warrants”) equal
to 15% of the number of Warrants comprising the Units sold under the Offering at C$0.4898 per Over-Allotment Warrant; (iii) up to such
number of additional shares of Common Stock (the “Over-Allotment Unit Shares”) equal to 15% of the number of shares of Common
Stock comprising the Units sold under the Offering at C$2.5102 per Over-Allotment Unit Share; or (iv) any combination of Over-Allotment
Units, Over-Allotment Warrants, and Over-Allotment Unit Shares, so long as the aggregate number of Over-Allotment Units, Over-Allotment
Warrants, and Over-Allotment Unit Shares does not comprise together more than what is included in the Over-Allotment Number of Over-Allotment
Units. The Over-Allotment Option was granted to the Agent solely to cover over-allotments, if any, and for market stabilization purposes.
On June 21, 2021, the Offering closed whereby
the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting offering expenses. The Company
also issued 83,333 Advisory Fee Units and 158,115 Agent Options to the Agent at the closing of the Offering. In connection
with the closing of the Offering, the Company entered into a Warrant Indenture (the “Warrant Indenture”) with Odyssey Trust
Company (the “Warrant Agent”), pursuant to which the Company issued Warrants to purchase up to a maximum of 4,223,333 shares
of Common Stock. Each Warrant is exercisable at any time after June 21, 2021, and prior to June 21, 2024.
On June 21, 2021, the Company filed a prospectus
supplement (the “Resale Prospectus Supplement”) to the Registration Statement. The Resale Prospectus Supplement covered the
resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in the Offering,
and may be used by the selling stockholders or certain of their respective assigns identified therein to resell such securities.
Overallotment-Allotment Offering –
July 2021
On July 27, 2021, the Company closed the partial
exercise of the over-allotment option granted to the Agent in connection with the Offering in Canada (the “Over-Allotment Offering”),
whereby the Company sold an additional 201,700 Units for aggregate gross proceeds of C$605,100 before deducting offering
expenses. The Company also issued an additional 16,136 non-transferrable Agent Options to the Agent as compensation for certain
strategic advisory and support services rendered to the Company in connection with the Offering.
In connection with the Over-Allotment Offering,
on July 27, 2021, the Company filed a prospectus supplement to its shelf registration statement on Form S-3 (Registration No. 333-248069),
which was initially filed with the Commission on August 17, 2020, and was declared effective on August 26, 2020. The prospectus supplement
covers the resale of the shares of Common Stock, Warrants (and the Warrant Shares underlying the Warrants), and Agent Options sold in
the Over-Allotment Offering, and may be used by the selling stockholders or certain of their respective assigns identified therein to
resell such securities.
Conversion of promissory notes-July 2021
On July 21, 2021, the total outstanding convertible
promissory notes of $2,911,000, with the exception of two convertible promissory notes issued amounting to principal amount of $30,000,
converted their notes into shares issued as additional paid in capital.
Sale of Common stock & Warrants - August
2021
On August 6, 2021, Logiq entered into a Stock
Purchase Agreement with certain investors, pursuant to which the Company agreed to issue and sell, in a registered direct offering, 1,668,042 shares
of the Company’s common stock to the purchasers at an offering price of $2.40 per share.
The offering resulted in gross proceeds of approximately
$4,003,301 before deducting offering expenses. The Shares were offered by the Company pursuant to a prospectus supplement to the
Company’s Registration Statement.
On August 6, 2021, the Company issued warrants
(each, a “Warrant”) to purchase up to 1,668,042 shares of common stock. Each Warrant is a cash warrant and is exercisable
at any time after August 6, 2021, and prior to August 6, 2024, with an exercise price of $2.85 per share (subject to a contractual 8%
discount for one holder).
The Warrants were issued in reliance on the exemption
from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, to a limited number of persons who are “accredited
investors” or “sophisticated persons” as those terms are defined in Rule 501 of Regulation D promulgated by the SEC
or Regulation S thereunder, without the use of any general solicitation or advertising to market or otherwise offer the Warrants for sale.
None of the Warrants or the Common Stock underlying such Warrants have been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and none may be offered or sold in the United States absent registration under the Securities Act of
1933, as amended, or an exemption from such registration requirements.
During the period from October 1, 2021 to December
31, 2021, a total of 106,041 shares with par value of $0.0001 per share were issued to various stockholders.
In the year 2022 we have below common stock issuance:
Sale of Common Stock – March 2022
On March 30, 2022, Logiq, Inc., a Delaware corporation
(the “Company”), entered into a Purchase Agreement with Ionic Ventures, LLC (“Ionic”), whereby the Company has
the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate $40,000,000 worth of the
Company’s common stock (the “Purchase Shares”), par value $0.0001 per share (“Common Stock”). Sales of Common
Stock by the Company under the Purchase Agreement will be subject to certain limitations, and may occur from time to time, at the Company’s
sole discretion, over the 24-month period commencing on March 30, 2020 (the “Primary Commencement Date”).
In connection with the execution of the Purchase
Agreement, the Company is registering 2,926,000 shares of Common Stock to Ionic in connection with the purchase of $3,000,000 in shares
of Common Stock (the “Primary Shares”) in connection with the initial purchase of Common Stock under the Purchase Agreement,
which reflects an estimated value equal to the product of (A) the quotient of (y) the purchase amount (i.e., $3,000,000) divided by (z)
the Pre-Settlement Regular Purchase Price (defined below), multiplied by (B) 125% (which Ionic may increase at its discretion). The “Pre-Settlement
Regular Purchase Price” is equal to 80% of the closing price of the Common Stock on the OTCQX Market on the date immediately preceding
the Company’s receipt of a purchase notice under the Purchase Agreement.
The Regular Purchase Price, which is the price
at which future shares of Common Stock sold under the Purchase Agreement will be sold at, for the Purchase Shares shall equal 97% of the
arithmetic average of the five lowest VWAPs during the period starting on the date that Ionic receives Pre-Settlement Regular Purchase
Shares and ending on such date that the aggregate dollar volume of our common stock traded on our Principal Market equals five times the
Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided, however, that each day on which Ionic has requested
Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation). This is a forward pricing mechanism based
on an estimate and true up and as of the date of this filing, the Regular Purchase Price has yet to be calculated.
Also in connection with the execution of the Purchase
Agreement, the Company issued a Warrant to purchase 631,579 shares of Common Stock (1.5% of the total $40,000,000 commitment amount) to
Ionic for no consideration as a commitment fee, and has agreed to register the shares issuable upon exercise of the Warrant. The Warrant
may be exercised for cash, but may also be exercised on a cashless exercise basis, which means the Company may not receive any proceeds
from such cashless exercise. Under the Warrant, the Company does not have the right to control the timing and amount of any Warrant exercises
by Ionic, except that there is a 9.99% ownership limitation blocker in the Warrant. Ionic may ultimately decide to exercise all, some
or none of the Warrant.
The Company intends to register the remaining
up to $37,000,000 worth of Common Stock under the Purchase Agreement, or any additional Primary Shares that may be issued after the date
hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as a “true up” pursuant to the initial purchase described
above pursuant to a resale registration statement on Form S-1 to be filed subsequently with the Securities and Exchange Commission (the
“SEC”). The Company and Ionic entered into a Registration Rights Agreement (the “RRA”) dated as of March 30, 2022,
for such purpose.
Actual sales of Common Stock to Ionic under the
Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among others, an
effective resale registration statement, which is a condition to the commencement of additional sales under the Purchase Agreement (each,
a “Secondary Commencement”), market conditions, the trading price of the Common Stock and determinations by the Company as
to the appropriate sources of funding for the Company and its operations.
The Company expects that any net proceeds received
by the Company from sales to Ionic under the Purchase Agreement will be used for working capital and general corporate purposes.
The purchase price of the Common Stock purchased
by the Ionic under the Purchase Agreement will be derived from prevailing market prices of the Company’s Common Stock immediately
preceding the time of sale. The Company will control the timing and amount of future sales, if any, of Common Stock to Ionic. Ionic has
no right to require the Company to sell any Common Stock to it, but Ionic is obligated to make purchases as the Company directs, subject
to certain conditions.
The Purchase Agreement and the RRA each contains
certain representations, warranties, covenants, closing conditions and indemnification and termination provisions by, between and for
the benefit of the parties which are customary of transactions of this nature. Ionic may not assign or transfer its rights and obligations
under the Purchase Agreement.
The issuance of the Primary
Shares and the shares issuable upon exercise of the Warrant have been registered pursuant to the Company’s effective shelf registration
statement on Form S-3 (File No. 333-259851) (the “Registration Statement”), and the related base prospectus included in the
Registration Statement dated October 8, 2021, as supplemented by a prospectus supplement to be filed on or about March 31, 2022 (the “Prospectus
Supplement”). A copy of the legal opinion of Procopio, Cory, Hargreaves & Savitch LLP as to the legality of the Primary Shares
and the legal opinion of Carter Ledyard & Milburn LLP with respect to the legality of the Warrant are filed as Exhibits 5.1 and 5.2,
respectively, attached hereto.
The foregoing is a summary
description of certain terms of the Purchase Agreement, the RRA and the Warrant and, by its nature, is incomplete. Copies of the Purchase
Agreement, RRA and Warrant are filed as Exhibits 10.1, 10.2 and 4.1, respectively, attached hereto. The foregoing descriptions of the
Purchase Agreement, the RRA and the Warrant are qualified in their entirety by reference to the full text of such exhibits.
The provisions of the
Purchase Agreement including any representations and warranties contained therein, are not for the benefit of any party other than the
parties thereto and are not intended as documents for investors and the public to obtain factual information about the current state of
affairs of the parties thereto. Rather, investors and the public should look to other disclosures contained in the Company’s annual,
quarterly and current reports it may file with the SEC.
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 “Battle
Bridge 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 Battle Bridge 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.
During the period from January 1, 2022 to March
31, 2022, a total of 2,951,080 shares with par value of $0.0001 per share were issued to various stockholders.
Capital Reserve
On January 9, 2020, the Company issued 35,714,285 shares
to Conversion Point Technologies Inc. as consideration for the acquisition of all the assets of Logiq, Inc. Nevada formerly known as Origin8,
Inc. incorporating Push Holdings Inc) in the amount of $14,284,714 and represents the excess of consideration over the par value
of common stock of $0.0001 issued.
On November 2, 2020, the Company acquired substantially
all the assets of Fixel AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s
common stock. In the amount of $5,000,000 and represents the excess of consideration over the par value of common stock of $0.0001 issued.
In July 2019, the Company issued a total of 51,762,839 Reg
S shares to high net worth individuals and family offices in South East Asia.
During the year ended December 31, 2019, a total
of 19,311,309 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior
Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 58,627,601 shares
with par value of $0.0001 per share were issued to various stockholders.
During the year ended December 31, 2020, a total
of 1,318,640 shares with par value of $0.0001 per share were issued for consultancy services received including shares issued to Senior
Management, Directors, Operational Staff, Legal Consultants, Strategy Advisors and Technology Consultants received and 5,677,684 shares
with par value of $0.0001 per share were issued to various stockholders.
During the period from January 1, 2022 to March
31, 2022, a total of 25,080 shares with par value of $0.0001 per share were issued for consultancy services received.
Cancellation of Common Stock
During the three months ended March 31, 2022, 132,320 shares
of common stock par value of $0.0001 per share, were cancelled.
Stock-Based Compensation
For the three months ended March 31, 2022 for
Logiq, Inc., a total of 132,320 shares of common stock was returned and 25,080 shares of common stock was issued for stock-based compensation
to consultants.
NOTE 14 – (LOSS) PER SHARE
The following table sets forth the computation
of basic and diluted earnings per common share for the three months ended March 31, 2022 and 2021, respectively:
| |
For the three months ended March 31, | |
| |
2022 | | |
2021 | |
| |
| | |
| |
Numerator - basic and diluted | |
| | |
| |
Net (Loss) | |
$ | (3,980,524 | ) | |
$ | (4,081,749 | ) |
| |
| | | |
| | |
Denominator | |
| | | |
| | |
Weighted average number of common shares outstanding - basic and diluted | |
| 26,367,804 | | |
| 16,345,439 | |
(Loss) per common share - basic and diluted | |
$ | (0.1510 | ) | |
$ | (0.2497 | ) |
NOTE 15 – COMMITMENTS AND CONTINGENCIES
Leases
The Company’s current executive offices
are currently leased for $923 per month.
Logiq Inc (Nevada) leases approximately 12,422 square
feet comprising 8,737 square feet of office space and 3,685 square feet of warehouse space in Minneapolis, Minnesota,
at a rate of $210,000 per annum. The original lease of office space from a related party under common ownership was a 7.5-year
lease expiring December 31, 2021. The Company extended its lease on the primary offices with a renewal option providing for
additional lease period of twelve (12) months expiring December 31, 2022.
The operating lease is listed as separate
line item on Logiq, Inc. (Nevada)’s March 31, 2022 and December 31, 2021 consolidated balance sheets and represent the Group’s
right to use the underlying asset for the lease term. The Group’s obligations to make lease payments are also listed as a separate
line items on the Group’s March 31, 2022 and December 31, 2021 consolidated balance sheets. Based on the present value of the
lease payments for the remaining lease term of the Group’s existing leases, the Group recognized right-of-use assets and lease liabilities
for operating leases of approximately $693,000, on January 8, 2020. Operating lease right-of-use assets and liabilities commencing after
January 8, 2020 are recognized at commencement date based on the present value of lease payments over the lease term. As of March 31,
2022 and December 31, 2021, total operating right-of-use assets were $173,803 and $91,571, respectively. All operating lease expense
is recognized on a straight-line basis over the lease term.
Because the rate implicit in the lease is not
readily determinable, the Group uses its incremental borrowing rate to determine the present value of the lease payments.
Information related to the Group’s operating
lease liabilities are as follows:
| |
As of March 31, 2022 | | |
As of December 31, 2021 | |
Cash paid for operating lease liabilities | |
$ | 208,304 | | |
| 367,200 | |
Remaining lease term | |
| 9 months | | |
| 1 years | |
Discount rate | |
| 1.5 | % | |
| 1.5 | % |
Future minimum lease payments under the non-cancellable
operating lease agreements are as follows:
2022 | |
$ | 175,000 | |
Less imputed interest | |
| (1,197 | ) |
Total lease liability | |
$ | 173,803 | |
Legal proceedings
None.
NOTE 16 – SEGMENT INFORMATION
The Group has determined that it operates in two
operating and reportable business segments: DataLogiq and Lovarra (including CreateApp (Formerly known as AppLogiq). The Company determined
its reportable segments based on operating and financial reports regularly reviewed by the Company’s Chief Operating Decision Maker
(“CODM”), which is the Company’s Chief Executive Officer (“CEO”).
The DataLogiq reportable segment is comprised
of the subsidiaries’ accounts of Logiq, Inc. (a Nevada Corporation), Fixel AI, Inc. and Rebel AI Inc.
The Lovarra reportable segment is comprised of
the reportable segment of the CreateApp (Formerly known as AppLogiq), which is held by the Company’s majority owned subsidiary, Lovarra.
The Logiq reportable segment is not a business
segment but comprise Corporate activities.
The following table presents the segment information
for the three months ended March 31, 2022 and 2021:
| |
For the three months ended March 31, | |
| |
2022 | | |
2021 | |
Logiq (Delaware) | |
| | |
| |
Segment operating income | |
$ | - | | |
$ | 2,441,128 | |
Other corporate expenses, net | |
| (256,531 | ) | |
| 5,270,305 | |
Total operating (loss) income | |
| (256,531 | ) | |
| (2,829,177 | ) |
| |
| | | |
| | |
Lovarra (including CreateApp) | |
| | | |
| | |
Segment operating income | |
$ | 3,309,017 | | |
$ | - | |
Other corporate expenses, net | |
| 4,699,640 | | |
| - | |
Total operating (loss) | |
| (1,390,623 | ) | |
| - | |
| |
| | | |
| | |
Logiq (Nevada) incl DataLogiq | |
| | | |
| | |
Segment operating income | |
$ | 4,796,367 | | |
$ | 5,639,184 | |
Other corporate expenses, net | |
| 7,642,798 | | |
| 6,891,756 | |
Total operating (loss) | |
| (2,846,431 | ) | |
| (1,252,572 | ) |
| |
| | | |
| | |
Consolidated | |
| | | |
| | |
Segment operating income | |
$ | 8,105,384 | | |
$ | 8,080,312 | |
Other corporate expenses, net | |
| 12,085,908 | | |
| 12,162,061 | |
Total operating (loss) | |
| (3,980,524 | ) | |
| (4,081,749 | ) |
Significant Customers
No revenues from any single customer exceeded 10% of total net revenues
for the three months ended March 31, 2022 and 2021.
NOTE 17 – GEOGRAPHICAL INFORMATION
Revenue by geographical region for the three months
ended March 31, 2022 and 2021 were as follows:
| |
For the three months ended
March 31, | | |
For the three months ended
March 31, | |
| |
2022 | | |
% | | |
2021 | | |
% | |
Southeast Asia | |
$ | 2,398,184 | | |
| 29.6 | | |
| 1,220,564 | | |
| 15.1 | |
EU | |
| 1,199,092 | | |
| 14.8 | | |
| 610,282 | | |
| 7.6 | |
South Korea | |
| 719,455 | | |
| 8.9 | | |
| 366,169 | | |
| 4.5 | |
Africa | |
| 479,637 | | |
| 5.9 | | |
| 244,113 | | |
| 3.0 | |
North America | |
| 3,309,017 | | |
| 40.8 | | |
| 5,639,184 | | |
| 69.8 | |
Total revenue | |
$ | 8,105,384 | | |
| 100.0 | | |
$ | 8,080,312 | | |
| 100.0 | |
NOTE 18 – BUSINESS COMBINATION
Push Holdings Inc.
On January 8, 2020, the Company acquired substantially
all the assets of Push Holdings Inc in exchange for 35,714,285 shares of the Company’s common stock. The fair value of the shares
of common stock at the close of the transaction was $14,285,714.
The acquisition of substantially all the assets
of Pushing Holding was accounted for as a business combination in accordance with Accounting Standards Codification Topic 805, Business
Combinations (“ASC 805”), with the results of Logiq Inc (Nevada)’s operations included in the Company’s consolidated
financial statements from January 9, 2020. Goodwill has been measured as the excess of the total consideration over the amounts assigned
to identifiable assets acquired and liabilities assumed.
During the year ended December 31, 2020, the Company,
through its wholly-owned subsidiary, Logiq Inc (Nevada) acquired substantially all of the assets of Push Holdings, Inc. The fair values
of assets acquired and liabilities assumed were as follows:
Cash and cash equivalents | |
$ | 574,572 | |
Restricted cash | |
| 1,025,000 | |
Accounts receivable, net | |
| 709,053 | |
Prepaid expenses and other current assets | |
| 11,940 | |
Property, plant and equipment | |
| 225,126 | |
Intangible assets | |
| 8,250,000 | |
Accounts payable | |
| (367,091 | ) |
Accrued expenses and other current liabilities | |
| (424,094 | ) |
Due to parent company | |
| (500,000 | ) |
Goodwill | |
| 4,781,208 | |
Net assets acquired | |
$ | 14,285,714 | |
Fair valuation methods used for the identifiable
net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost
of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches
to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies,
the value of intangible assets acquired from Push has been developed primarily on the basis of the income approach. Under the income approach,
the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Push Holdings would
have paid if Push Holdings did not own the software technology.
On the acquisition date, goodwill of $4,781,208
and other intangible assets of $8,250,000 were recorded. The other intangible asset identified during the acquisition is software technology,
which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.
The Company incurred some accounting and legal
fees related to the acquisition of the assets of Push Holdings. The amount attributable to the Company has been included in general and
administrative expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021.
In the consolidated statements of operations,
revenues and expenses include the operations of Logiq Inc (Nevada) since January 9, 2020, which is the day after the acquisition date.
Fixel AI Inc.
On November 2, 2020, the Company acquired Fixel
AI Inc., a Delaware corporation (“Fixel”) in exchange for 564,467 shares of the Company’s common stock. The fair value
of the shares of common stock at the close of the transaction was $8.86.
On the closing date, the Company issued 564,467
restricted shares of its common stock to Fixel Stockholders, of which the shares allocated to the Fixel stockholders that are residents
of Israel (“Israel Stockholders”) will be delivered to an independent third-party escrow (the “Escrow Shares”),
where (i) such shares will be released to Israel Stockholders upon each Israel Stockholder’s compliance with the 104H tax ruling
issued by certain tax authorities of Israel in connection with the Merger and (ii) shares held by Founders making up approximately 20%
of the shares issued will be held subject to offset for indemnification purposes. The Shares were issued at a trailing twenty (20) day
VWAP of $8.86 per share.
The fair values of assets acquired and liabilities
assumed were as follows:
Cash and cash equivalents | |
$ | 67,167 | |
Restricted cash | |
| 10,229 | |
Accounts receivable, net | |
| 29,036 | |
Prepaid expenses and other current assets | |
| 20,963 | |
Intangible assets | |
| 4,678,422 | |
Accounts payable | |
| 280 | |
Accrued expenses and other current liabilities | |
| (47,021 | ) |
Deferred revenue | |
| (55,958 | ) |
Goodwill | |
| 296,882 | |
Net assets acquired | |
$ | 5,000,000 | |
Fair valuation methods used for the identifiable
net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost
of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches
to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies,
the value of intangible assets acquired from Fixel has been developed primarily on the basis of the income approach. Under the income
approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Fixel would
have paid if Fixel did not own the software technology.
On the acquisition date, goodwill of $296,882
and other intangible assets of $4,678,422 were recorded. The other intangible asset identified during the acquisition is software technology,
which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.
The Company incurred some accounting and legal
fees related to the acquisition of the assets of Fixel. The amount attributable to the Company has been included in general and administrative
expenses in the accompanying consolidated statement of operations for the three months ended March 31, 2021.
In the consolidated statements of operations,
revenues and expenses include the operations of Fixel AI, Inc. since November 3, 2020, which is the day after the acquisition date.
Rebel AI Inc.
On March 29, 2021, the Company acquired Rebel
for a total cash consideration of $1,126,000 and in exchange for 1,032,056 shares of the Company’s common stock. The fair value
of the shares of common stock at the close of the transaction was $6.00.
On the Closing Date, the Company issued 1,032,056
restricted shares of its common stock to Rebel Stockholders, and at a trailing twenty (20) day VWAP of $6.00 per share.
Cash and cash equivalents | |
$ | 7,736 | |
Accounts receivable, net | |
| 10,052 | |
Prepaid expenses and other current assets | |
| 14,617 | |
Property, plant and equipment | |
| 28,236 | |
Intangible assets | |
| 6,789,969 | |
Accrued expenses and other current liabilities | |
| (32,110 | ) |
Goodwill | |
| 499,836 | |
Net assets acquired | |
$ | 7,318,336 | |
Fair valuation methods used for the identifiable
net assets acquired in the acquisition make use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost
of capital. The methods used in determining fair value of the intangible assets included consideration of the three traditional approaches
to value: market, income, and cost. Accordingly, after due consideration of other appropriate and generally accepted valuation methodologies,
the value of intangible assets acquired from Rebel has been developed primarily on the basis of the income approach. Under the income
approach, the Company evaluated revenue projections derived from the software technology and the appropriate royalty rate that Rebel would
have paid if Rebel did not own the software technology.
On the acquisition date, goodwill of $499,836
and other intangible assets of $6,789,969 were recorded. The other intangible asset identified during the acquisition is software
technology, which has a weighted average useful life of five years, which is management’s best estimate at the time of the acquisition.
The Company incurred
some accounting and legal fees related to the acquisition of the assets of Rebel. The amount attributable to the Company has been included
in general and administrative expenses in the accompanying consolidated statement of operations for the period ended March 31, 2021.
In the consolidated
statements of operations, revenues and expenses include the operations of Rebel AI, Inc. since March 29, 2021, which is the day after
the acquisition date.
Lovarra
On January 27,
2022, the Company sold substantially all the assets of CreateApp to Lovarra, a fully reporting majority owned subsidiary of the Company,
in exchange for 26,350,756 of Lovarra’s common stock at a price per share of $1.195411 (of par value $0.001). The fair value of
the shares of common stock at the close of the transaction was $31,500,000 as determined by a valuation of the business. As a result
of the transaction, Lovarra became a majority owned subsidiary of the Company.
The acquisition
by Lovarra of substantially all the assets of CreateApp was accounted for as a business combination in accordance with Accounting Standards
Codification Topic 805, Business Combinations (“ASC 805”), with the results of Lovarra’s operations included in the
Company’s consolidated financial statements from January 1, 2022. Goodwill has been measured as the excess of the total consideration
over the amounts assigned to identifiable assets acquired and liabilities assumed.
During the period
ended March 31, 2022, Lovarra acquired substantially all of the assets of CreateApp. The fair value of assets acquired assumed were as
follows:
Intangible assets, net |
|
$ |
24,000,000 |
|
Goodwill |
|
|
7,500,000 |
|
Net assets acquired |
|
|
31,500,000 |
|
Fair
valuation methods used for the identifiable net assets acquired in the acquisition make
use of quoted prices in active markets, discounted cash flows and risk adjusted weighted cost of capital. The methods used in determining
fair value of the intangible assets included consideration of the three traditional approaches to value: market, income, and cost. Accordingly,
after due consideration of other appropriate and generally accepted valuation methodologies, the value of intangible assets acquired
from Logiq, Inc. has been developed primarily on the basis of the income approach. Under the income approach, the Company evaluated revenue
projections derived from the software technology and the appropriate royalty rate that Lovarra would have paid if Lovarra did not own
the software technology.
On the acquisition
date, goodwill of $7,500,000 and intangible assets of $24,000,000 were recorded. The intangible asset identified during the acquisition
is software technology for CreateApp and Atoz Pay/Go platform, which has a weighted average useful life of five years, which is management’s
best estimate at the time of the acquisition.
The CreateApp
platform enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background
in IT by utilizing “CreateApp,” which is a platform that is offered as a Platform as a Service (“PaaS”) to our
customers.
AtozPay
competes primarily with credit card and debit card service providers, banks with payment processing offerings, other offline payment options
and other electronic payment system operators. AtozGo is our PaaS platform that provides mobile payment capabilities for the local food
delivery service industry.
The Company
incurred some accounting and legal fees related to the acquisition of the assets of CreateApp. The amount attributable to the Company
has been included in general and administrative expenses in the accompanying consolidated statement of operations for the quarter ended
March 31, 2022.
In the consolidated
statements of operations, revenues and expenses include the operations of CreateApp since January 27, 2022, which is the day after the
acquisition date.
NOTE 19 – SUBSEQUENT EVENTS
None
Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations.
The following discussion
and analysis of our financial condition and operating results should be read in conjunction with our consolidated financial statements
and related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This document contains forward-looking
statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document
and the materials accompanying this document are forward-looking statements. The forward-looking statements are based on the beliefs of
our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking
statements are identified by the use of the future tense and by words such as “believes,” expects,” “anticipates,”
“intends,” “will,” “may,” “could,” “would,” “projects,” “continues,”
“estimates” or similar expressions. Forward-looking statements are not guarantees of future performance and actual results
could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks,
uncertainties, and other factors that may cause our or our industry’s actual results, levels of activity, performance, or achievements
to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking
statements. The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (“Securities Act”) and Section 21E of the Securities
Exchange Act of 1934, as amended (“Exchange Act”) and are subject to the safe harbor created by the Private Securities Litigation
Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations. Among the
important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks
and uncertainties described under “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021 filed
with the Securities and Exchange Commission (“SEC”), and elsewhere in this document and in our other filings with the SEC.
Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included
in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements
to reflect new information, subsequent events, or otherwise.
Use of Terms
Except as otherwise indicated
by the context and for the purposes of this report only, references in this report refer to the following:
| ● | “Logiq,
Inc. (Delaware) (formerly known as Weyland) the “Company,” “we,” “us,” or “our,” are
to the business of Logiq, Inc. (Delaware), a Delaware corporation; |
|
● |
DataLogiq and Logiq, Inc. (Nevada), a Nevada corporation, a business segment of the Company; |
|
● |
AppLogiq, a business segment of the Company, which is owned by Lovarra, a majority owned subsidiary of the Company; |
| ● | PAY/GOLogiq or Weyland International
Perkasa, an Indonesian associate of the Company; |
| ● | “SEC” are to the
Securities and Exchange Commission; |
| ● | “Securities Act”
are to the Securities Act of 1933, as amended; |
| ● | “Exchange Act” are
to the Securities Exchange Act of 1934, as amended; |
|
● |
“U.S. dollars,” “dollars” and “$” are to the legal currency of the United States. |
Overview
The Company offers solutions
that help small-to-medium-sized businesses (“SMBs”) to provide access to and reduce transaction friction of e-commerce for
their clients globally. The Company’s solutions are provided through (i) its “AppLogiq” business segment (operated as
CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web, and (ii) “DataLogiq”
business segment, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital
marketing services that improve an SMB’s discovery and branding within the vast e-commerce landscape.
The Company enables SMBs to
create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing AppLogiq’s
CreateApp platform that is offered as a Platform as a Service (“PaaS”) to the Company’s customers. The Company’s
DataLogiq business segment offers online marketing solutions on a performance marketing and self-serve, Software as a Service (“SaaS”)
basis.
We provide our PaaS and digital
marketing 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 affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis
when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services
for their marketing campaigns. We also recognize revenue on a cost per lead (“CPL”) basis and other metrics for engagements
undertaken on a performance marketing basis.
The Company continues to expand
its portfolio of offerings and the industries they serve:
|
● |
In May 2018, the Company expanded its portfolio to fintech applications with the launch of its PayLogiq mobile payments platform in Indonesia. |
|
● |
In the fall of 2019, the Company expanded its portfolio to short-distance food delivery service with the launch of GoLogiq, a PaaS platform that provides mobile payment capabilities for the local food delivery service industry in Indonesia. |
|
● |
In January 2020, the Company completed the acquisition
of substantially all of the assets of Push Holdings, Inc.. This acquired business, which the Company has rebranded as its DataLogiq division,
operates a consumer data management platform powered by lead generation, online marketing, and multichannel reengagement strategies through
its owned and operated brands. DataLogiq has developed a proprietary data management platform and integrated with several third-party
service providers to optimize the return on its marketing efforts. DataLogiq focuses on consumer engagement and enrichment to maximize
its return on acquisition through repeat monetization of each consumer. DataLogiq also licenses its software technology and provides
managed technology services to various other e-commerce companies. DataLogiq is located in Minneapolis, Minnesota, USA. |
|
● |
On November 2, 2020, the Company completed the acquisition
of Fixel AI Inc. (“Fixel”), thereby acquiring its self-serve MarTech Audience Targeting platform as a further expansion of
its DataLogiq product suite. |
|
● |
On March 29, 2021, the Company completed the acquisition of Rebel AI, Inc., thereby acquiring its “The Rebel AI” advertising platform as a further expansion of its DataLogiq product suite. |
|
● |
On June 21, 2021, the Company completed the Canadian IPO offering of 1,976,434 units of its securities, consisting of shares common stock and warrants to purchase shares of common stock, on the NEO exchange in Canada. |
|
● |
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 “Battle
Bridge 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 Battle Bridge 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. |
Recent Corporate Developments
Amendment to Equity Incentive Plan
On April 21, 2021, in connection
with the Company being listed on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO
Exchange, amended and restated its 2020 Equity Incentive Plan (the “Plan”) to provide that stock options issued under the
plan (i) may not be transferred and (ii) may not have an exercise price less than the fair market value (“FMV”) of such stock
options as of the grant date. Pursuant to the A&R Plan (as defined below), FMV shall be determined as follows: (i) if the Company’s
common stock is then listed or admitted to trading on a national stock exchange, the FMV shall be either (x) the five-day volume weighted
average trading price, calculated by dividing the total value by the total volume of securities traded on a national stock exchange for
the relevant period, or (y) the closing price of the Company’s common stock on a national stock exchange on the previous trading
day prior to the date of grant of the award; or (y) if the Company’s common stock is not then listed or admitted to trading on a
national stock exchange, the FMV shall be a price determined by the administrator of the A&R Plan in good faith using any reasonable
method of valuation.
On October 22, 2021, the Company’s
board of directors unanimously approved the Company’s Second Amended and Restated 2020 Equity
Incentive Plan (the “Second A&R Plan”), subject to stockholder approval. The Second A&R Plan amends the Company’s
Plan to (i) incorporate those changes previously included in the First A&R Plan and (ii) increase the number of shares of common stock
authorized for issuance thereunder from 2,000,000 shares to 5,000,000 shares. In addition, the Company amended and restated the form agreements
for awards made pursuant to the Company’s Second A&R Plan to reflect the foregoing changes.
The Company’s Second
A&R Plan and amended form award agreements were approved by the Company’s stockholders on January 25, 2022, and adopted by the
Company on the same day.
Amendments to Bylaws – Adoption of
Majority Voting Policy
On April 21, 2021, the Company’s
Board of Directors (the “Board”), in connection with the Company being listed on the NEO Exchange in Canada and in order to
comply with the corporate governance requirements of the NEO Exchange, approved and adopted a Majority Voting Policy for the election
of directors (the “Policy”), which policy effectively alters the manner in which directors are elected under the Company’s
Bylaws, and was therefore, subject to shareholder approval.
On October 22, 2022, the Company’s
board of directors approved the adoption of its First Amended and Restated Bylaws (the “A&R Bylaws”), subject to shareholder
approval. The A&R Bylaws amend and restate the Company’s Bylaws in full and incorporate the Policy noted above, amongst other
changes. The Company’s Stockholders approved the Company’s A&R Bylaws at a special meeting of stockholders on January
25, 2022.
Under the Policy incorporated
into the A&R Bylaws, in an uncontested election, any director nominee who receives a greater number of votes “withheld”
than votes “for” his or her election at a meeting of shareholders of the Company must promptly tender his or her resignation
to the chairman of the Board. Following receipt of such resignation, the Governance Committee of the Board (the “Committee”)
will consider the resignation and recommend to the Board whether to accept such tendered resignation. Except in special circumstances,
the Committee will be expected to accept and recommend acceptance of the resignation by the Board. A press release disclosing the Board’s
determination (and the reasons for rejecting the resignation, if applicable) will be issued within 90 days following the date of the relevant
meeting of shareholders and a copy of the press release will be sent concurrently to the NEO Exchange, provided that the Company’s
common stock is then listed for trading on the NEO Exchange. The director’s resignation, if accepted, will become effective immediately
upon acceptance thereof by the Board.
Any director who tenders his
or her resignation pursuant to the Policy will not participate in the recommendation of the Committee or the decision of the Board with
respect to such resignation.
Subject to any restrictions
imposed by applicable law, where the Board accepts a resignation in accordance with the Policy, the Board may (i) leave the director vacancy
unfilled until the next annual meeting of shareholders, (ii) fill the vacancy through the appointment of a new director, or (iii) call
a special meeting of shareholders at which a new candidate will be presented to fill the vacant position.
The Policy applies only in
circumstances involving an uncontested election of directors. For purposes of the Policy, an “uncontested election” of directors
of the Company means an election held at any meeting of shareholders called for, either alone or with other matters, the election of directors,
with respect to which the number of nominees for election is equal to the number of positions on the Board to be filled through the election
to be conducted at such meeting.
AppLogiq Spin-Off
On December 15, 2021, we entered
into various agreements with Lovarra, a Nevada corporation (“Lovarra”) and public reporting subsidiary of the Company, pursuant
to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary conditions and approvals and completion
of requisite financial statement audits (the “Separation”). Lovarra is a fully reporting U.S. public company, which is approximately
78.5% owned by the Company’s wholly owned subsidiary GoLogiq LLC (“GoLogiq”). In connection with the Separation, the
Company intends to distribute, on a pro rata basis, 100% of the Company’s ownership interests in Lovarra to the Company’s
shareholders of record as of December 30, 2021 (the “Record Date”) (the “Distribution,” and collectively with
the “Separation,” the “Spin Off”), which Distribution of said shares is expected to occur six months from completion
of the Separation (the “Distribution Date”).
On January 27, 2022, we completed
the transfer of our AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued
26,350,756 shares of its common stock to the Company (the “Lovarra Shares”). The Company will hold the Lovarra Shares until
it distributes 100% of the Lovarra Shares to the Company’s stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e.
for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra), which the Company intends to
complete approximately 6 months from now, subject to customary conditions and approvals.
Until such time as the Distribution
is complete, we will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary of Logiq.
Ionic Ventures Purchase Agreement
On
March 30, 2022, the Company, entered into a Purchase Agreement (the “Ionic Purchase Agreement”) with Ionic Ventures, LLC (“Ionic”),
whereby the Company has the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate
$40,000,000 worth of the Company’s common stock (the “Purchase Shares”). Sales of common stock by the Company under
the Ionic Purchase Agreement will be subject to certain limitations, and may occur from time to time, at the Company’s sole discretion,
over the 24-month period commencing on March 30, 2020 (the “Primary Commencement Date”).
In
connection with the execution of the Ionic Purchase Agreement, the Company registered 2,926,000 shares of common stock sold to Ionic in
connection with the purchase of $3,000,000 in shares of common stock (the “Primary Shares”) in connection with the initial
purchase of Common Stock under the Ionic Purchase Agreement, which reflects an estimated value equal to the product of (A) the quotient
of (y) the purchase amount (i.e., $3,000,000) divided by (z) the Pre-Settlement Regular Purchase Price (defined below), multiplied by
(B) 125% (which Ionic may increase at its discretion). The “Pre-Settlement Regular Purchase Price” is equal to 80% of the
closing price of the Company’s common stock on the OTCQX Market on the date immediately preceding the Company’s receipt of
a purchase notice under the Ionic Purchase Agreement.
The
Regular Purchase Price, which is the price at which future shares of common stock sold under the Ionic Purchase Agreement will be sold
at, for the Purchase Shares shall equal 97% of the arithmetic average of the five lowest VWAPs during the period starting on the date
that Ionic receives Pre-Settlement Regular Purchase Shares and ending on such date that the aggregate dollar volume of our common stock
traded on our Principal Market equals five times the Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided,
however, that each day on which Ionic has requested Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation).
This is a forward pricing mechanism based on an estimate and true up and as of the date of this filing, the Regular Purchase Price has
yet to be calculated.
Also
in connection with the execution of the Ionic Purchase Agreement, the Company issued a Warrant to purchase 631,579 shares of Common Stock
(1.5% of the total $40,000,000 commitment amount) to Ionic for no consideration as a commitment fee, and has agreed to register the shares
issuable upon exercise of the Warrant. The Warrant may be exercised for cash, but may also be exercised on a cashless exercise basis,
which means the Company may not receive any proceeds from such cashless exercise. Under the Warrant, the Company does not have the right
to control the timing and amount of any Warrant exercises by Ionic, except that there is a 9.99% ownership limitation blocker in the Warrant.
Ionic may ultimately decide to exercise all, some or none of the Warrant.
The
Company intends to register the remaining up to $37,000,000 worth of common stock issuable under the Ionic Purchase Agreement, or any
additional Primary Shares that may be issued after the date hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as
a “true up” pursuant to the initial purchase described above pursuant to a resale registration statement on Form S-1 to be
filed subsequently with the SEC. The Company and Ionic entered into a Registration Rights Agreement (the “RRA”) dated as of
March 30, 2022, for such purpose.
Battle Bridge Acquisition
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 “Battle Bridge 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 Battle Bridge 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.
COVID-19 Effect
Due to the unprecedented effect
and related impact of Covid-19 pandemic, the Company has experienced a push back from the Company’s resellers and white label distributors
from April 2020, for its Platform as a Service pay-to-use subscription basis. The Company is expecting an uncertain outlook in its service
revenues, as its operations in South East Asia are currently being disrupted by the continuing impact of Covid-19 pandemic. In particular,
our PAY/GOLogiq associate revenues have been reduced as offices and compulsory lock down protocols are being implemented, which are expected
to be in force until the majority of the populous have been vaccinated through to the end of calendar year 2022.
Components of Results of Operations
Revenue (Service)
The Company’s AppLogiq
business segment’s Platform as a Service (“Paas”), operated as CreateApp (“PaaS”) provides the infrastructure
allowing users to develop their own applications and IT services, which users can access anywhere via a smart mobile phone, web or desktop
browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed
to our distributors and on a white label basis, we derive royalty income from the end user’s use of our platform on a white label
basis.
The Company maintains the
PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed.
Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features
available to all customers on subsequent releases of our platform.
The Company’s DataLogiq
revenues are derived through the management of online advertising campaigns on behalf of customers, which include per-impression, and
cost per acquisition (“CPA”) arrangements as well as the delivery of qualified leads.
Cost of Revenue (Service)
Cost of revenue primarily
consists of fees from cloud-based hosting services and personnel costs. Personnel costs consist of wages, bonuses, benefits, and stock-based
compensation expenses. Allocated overhead costs consist of certain facilities and utility costs. We expect cost of revenue to increase
in absolute dollars, as product revenue increases.
The Company’s DataLogiq
digital marketing analytics business segment cost of revenue is primarily generated by media cost to power our assets.
Operating Expenses
Our operating expenses consist
of general and administrative, depreciation and amortization, and research and development expenses. Salaries and personnel-related costs,
benefits, and stock-based compensation expense, are the most significant components of each category of operating expenses. Operating
expenses also include allocated overhead costs for facilities and utility costs.
General and Administrative –
General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including
finance, legal, human resources and fees for third-party professional services, as well as allocated overhead. We expect our general and
administrative expense to increase in absolute dollars as we continue to invest in growing the business.
Depreciation and amortization –
Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our software platforms.
Research and Development –
Research and development expense consists primarily of employee compensation and related expenses, allocated overhead, and developments
to our website, e-commerce, and mobile app platforms. We expect our research and development expenses to increase in absolute dollars
as we continue to invest in new and existing products and services.
Other Income (Expense), net
Other income consists of income
received for activities outside of our core business. In 2022, this includes interest from US based financial asset money market funds.
Other (expense) consists of
expense for activities outside of our core business. In 2021, DataLogiq incurred early withdrawal fees from an escrow account relating
to Conversion Point Technologies.
Provision for Income Taxes
Provision for income taxes
consists of estimated income taxes due to the United States, foreign countries, and the respective taxing authorities in jurisdictions
in which we conduct business.
Results of Operation
Results of Operations for the Three Months ended March 31, 2022
and 2021
The following sets forth selected
items from our statements of operations and the percentages that such items bear to net sales for the three months ended March 31, 2022
and 2021. The consolidated results include Logiq Inc. (a Delaware Corporation), Logiq, Inc. (a Nevada Corporation), Fixel, and Rebel (collectively
also known as DataLogiq business segment), as well as Lovarra, a majority owned subsidiary of the Company, the results of which include
our AppLogiq business segment.
Consolidated Results of Operations
| |
For the three months ended | |
| |
March 31, 2022 | | |
March 31, 2021 | | |
Change | |
Revenue (service) | |
$ | 8,105,384 | | |
| 100.0 | % | |
$ | 8,080,312 | | |
| 100.0 | % | |
$ | 25,072 | | |
| 0.3 | % |
Cost of revenues (service) | |
| 5,900,723 | | |
| 72.8 | | |
| 5,854,056 | | |
| 72.4 | | |
| 46,667 | | |
| 0.8 | |
Gross profit | |
| 2,204,661 | | |
| 27.2 | | |
| 2,226,256 | | |
| 27.6 | | |
| (21,595 | ) | |
| (1.0 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 1,030,930 | | |
| 12.7 | | |
| 689,345 | | |
| 8.5 | | |
| 341,585 | | |
| 49.6 | |
General and administrative | |
| 3,600,997 | | |
| 44.4 | | |
| 4,144,365 | | |
| 51.3 | | |
| (543,369 | ) | |
| (13.1 | ) |
Sales and marketing | |
| 299,316 | | |
| 3.7 | | |
| 369,261 | | |
| 4.6 | | |
| (69,945 | ) | |
| (18.9 | ) |
Research and development | |
| 1,257,084 | | |
| 15.5 | | |
| 1,103,137 | | |
| 13.7 | | |
| 153,947 | | |
| 14.0 | |
Total operating expenses | |
| 6,188,327 | | |
| 76.3 | | |
| 6,306,108 | | |
| 78.0 | | |
| (117,782 | ) | |
| (1.9 | ) |
(Loss) from operations | |
| (3,983,666 | ) | |
| (49.1 | ) | |
| (4,079,852 | ) | |
| (50.5 | ) | |
| 96,187 | | |
| (2.4 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other (Expenses)/Income, net | |
| 3,142 | | |
| 0.04 | | |
| (1,897 | ) | |
| (0.02 | ) | |
| 5,039 | | |
| (265.6 | ) |
Impairment loss on investment in associate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) before income tax | |
| (3,980,524 | ) | |
| (49.1 | ) | |
| (4,081,749 | ) | |
| (50.5 | ) | |
| 101,226 | | |
| (2.5 | ) |
Income tax (expense) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) | |
| (3,980,524 | ) | |
| (49.1 | ) | |
| (4,081,749 | ) | |
| (50.5 | ) | |
| 101,226 | | |
| (2.5 | ) |
Logiq (Delaware) Results of Operations
| |
For the three months ended | |
| |
March 31, 2022 | | |
March 31, 2021 | | |
Change | |
Revenue (service) | |
$ | - | | |
| 100.0 | % | |
$ | 2,441,128 | | |
| 100.0 | % | |
$ | (2,441,128 | ) | |
| (100.0 | )% |
Cost of revenues (service) | |
| - | | |
| - | | |
| 1,706,165 | | |
| 69.9 | | |
| (1,706,165 | ) | |
| (100.0 | ) |
Gross profit | |
| - | | |
| - | | |
| 734,963 | | |
| 30.1 | | |
| (734,963 | ) | |
| (100.0 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| - | | |
| - | | |
| 31,283 | | |
| 1.3 | | |
| (31,283 | ) | |
| (100 | ) |
General and administrative | |
| (256,531 | ) | |
| - | | |
| 2,538,107 | | |
| 104.0 | | |
| (2,794,638 | ) | |
| (110.1 | ) |
Sales and marketing | |
| - | | |
| - | | |
| 69,750 | | |
| 2.9 | | |
| (69,750 | ) | |
| (100.0 | ) |
Research and development | |
| - | | |
| - | | |
| 925,000 | | |
| 37.9 | | |
| (925,000 | ) | |
| (100.0 | ) |
Total operating expenses | |
| (256,531 | ) | |
| - | | |
| 3,564,140 | | |
| 146.0 | | |
| (3,820,671 | ) | |
| (107.2 | ) |
(Loss) from operations | |
| 256,531 | | |
| - | | |
| (2,829,177 | ) | |
| (115.9 | ) | |
| 3,085,708 | | |
| (109.1 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other (Expenses)/Income, net | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Impairment loss on investment in associate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) before income tax | |
| 256,531 | | |
| - | | |
| (2,829,177 | ) | |
| (115.9 | ) | |
| 3,085,708 | | |
| (109.1 | ) |
Income tax (expense) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) | |
| 256,531 | | |
| - | | |
| (2,829,177 | ) | |
| (115.9 | ) | |
| 3,085,708 | | |
| (109.1 | ) |
Lovarra including AppLogiq Results of Operations
| |
For the three months ended | |
| |
March 31, 2022 | | |
March 31, 2021 | | |
Change | |
Revenue (service) | |
$ | 3,309,017 | | |
| 100.0 | % | |
$ | - | | |
| 100.0 | % | |
$ | 3,309,017 | | |
| 100.0 | % |
Cost of revenues (service) | |
| 2,235,341 | | |
| 67.6 | | |
| - | | |
| - | | |
| 2,235,341 | | |
| 100.0 | |
Gross profit | |
| 1,073,676 | | |
| 32.4 | | |
| - | | |
| - | | |
| 1,073,676 | | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 31,283 | | |
| 0.9 | | |
| - | | |
| - | | |
| 31,283 | | |
| 100.0 | |
General and administrative | |
| 1,337,516 | | |
| 40.4 | | |
| - | | |
| - | | |
| 1,337,516 | | |
| 100.0 | |
Sales and marketing | |
| 5,000 | | |
| 0.2 | | |
| - | | |
| - | | |
| 5,000 | | |
| 100.0 | |
Research and development | |
| 1,090,500 | | |
| 33.0 | | |
| - | | |
| - | | |
| 1,090,500 | | |
| 100.0 | |
Total operating expenses | |
| 2,464,299 | | |
| 74.5 | | |
| - | | |
| - | | |
| 2,464,299 | | |
| 100.0 | |
(Loss) from operations | |
| (1,390,623 | ) | |
| (42.0 | ) | |
| - | | |
| - | | |
| (1,390,623 | ) | |
| 100.0 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other (Expenses)/Income, net | |
| | | |
| - | | |
| - | | |
| - | | |
| - | | |
| 100.0 | |
Impairment loss on investment in associate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) before income tax | |
| (1,390,623 | ) | |
| (42.0 | ) | |
| - | | |
| - | | |
| (1,390,623 | ) | |
| 100.0 | |
Income tax (expense) | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) | |
| (1,390,623 | ) | |
| (42.0 | ) | |
| - | | |
| - | | |
| (1,390,623 | ) | |
| 100.0 | |
Logiq (Nevada) including DataLogiq results of operations
| |
For the three months ended | |
| |
March 31, 2022 | | |
March 31, 2021 | | |
Change | |
Revenue (service) | |
$ | 4,796,367 | | |
| 100.0 | % | |
$ | 5,639,184 | | |
| 100.0 | % | |
$ | (842,817 | ) | |
| (14.9 | )% |
Cost of revenues (service) | |
| 3,665,382 | | |
| 76.4 | | |
| 4,147,891 | | |
| 73.6 | | |
| (482,509 | ) | |
| (11.6 | ) |
Gross profit | |
| 1,130,985 | | |
| 23.6 | | |
| 1,491,293 | | |
| 26.4 | | |
| (360,308 | ) | |
| (24.2 | ) |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Depreciation and amortization | |
| 999,647 | | |
| 20.8 | | |
| 658,062 | | |
| 11.7 | | |
| 341,585 | | |
| 51.9 | |
General and administrative | |
| 2,520,011 | | |
| 52.5 | | |
| 1,606,258 | | |
| 28.5 | | |
| 913,753 | | |
| 56.9 | |
Sales and marketing | |
| 294,316 | | |
| 6.1 | | |
| 299,511 | | |
| 5.3 | | |
| (5,195 | ) | |
| (1.7 | ) |
Research and development | |
| 166,584 | | |
| 3.5 | | |
| 178,137 | | |
| 3.2 | | |
| (11,553 | ) | |
| (6.5 | ) |
Total operating expenses | |
| 3,980,558 | | |
| 83.0 | | |
| 2,741,968 | | |
| 48.6 | | |
| 1,238,590 | | |
| 45.2 | |
(Loss) from operations | |
| (2,849,573 | ) | |
| (59.4 | ) | |
| (1,250,675 | ) | |
| (22.2 | ) | |
| (1,598,898 | ) | |
| 127.8 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Other (Expenses)/Income, net | |
| 3,142 | | |
| 0.07 | | |
| (1,897 | ) | |
| (0.03 | ) | |
| 5,039 | | |
| (265.63 | ) |
Impairment loss on investment in associate | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Net (Loss) before income tax | |
| (2,846,431 | ) | |
| (59.3 | ) | |
| (1,252,572 | ) | |
| (22.2 | ) | |
| (1,593,859 | ) | |
| 127.2 | |
Income tax (expense) | |
| | | |
| - | | |
| | | |
| - | | |
| - | | |
| - | |
Net (Loss) | |
| (2,846,431 | ) | |
| (59.3 | ) | |
| (1,252,572 | ) | |
| (22.2 | ) | |
| (1,593,859 | ) | |
| 127.2 | |
Consolidated Revenue (Service)
Consolidated revenues were
$8,105,384 and $8,080,312 for the three months ended March 31, 2022 and 2021, respectively.
The revenues from our AppLogiq
segment increased to $3,309,017 compared to $2,441,128 for the three months ended March 31, 2022 and 2021, respectively, as a result of
our strategic shift of targeting high margin end customer segment compared to low margin high volume white label resellers.
Our DataLogiq platform revenues
decreased to $4,796,367 compared to $5,639,184 for the three months ended March 31, 2022 and 2021, respectively. The decrease in revenues
is primarily due to Medicare enrolment.
Consolidated Cost of Revenue (Service)
Consolidated Cost of revenues
were $5,900,723 and $5,854,056 for the three months ended March 31, 2022 and 2021, respectively.
The Cost of revenues of the
Company’s AppLogiq segment increased to $2,235,341 from $1,706,165 for the three months ended March 31, 2022 and 2021 respectively.
Our DataLogiq platform cost
of revenue was $3,665,382 compared to $4,147,891 for the three months ended March 31, 2022 and 2021 respectively.
Consolidated Gross Profit
Consolidated Gross Profit
was $2,204,661 and $2,226,256 for the three months ended March 31, 2022 and 2021, respectively.
Our consolidated gross margin decreased to 27.2% from 27.6% for the
three months ended March 31, 2022 and 2021.
Our AppLogiq segment gross
margin was $1,073,676 compared to $734,165 for the three months ended March 31, 2022 and 2021 respectively. Our AppLogiq gross margin
increased to 32.4% from 30.1% as a result of our strategic shift of targeting high margin end customer segment compared to low margin
high volume white label resellers.
Our DataLogiq platform gross
margin was $1,130,985 and $1,491,293 for the three months ended March 31, 2022 and 2021, respectively. Our DataLogiq platform gross margin
decreased to 23.6% from 26.4% for the three months ended March 31, 2022 and 2021, respectively.
Consolidated Operating Expenses
General and Administrative (G&A)
Consolidated General and administrative
expenses were $3,600,997 and $4,144,365 for the three months ended March 31, 2022 and 2021, respectively.
The Company including AppLogiq’s
(Lovarra’s) General and administrative expenses were $1,337,516 and $nil for the three months ended March 31, 2022 and 2021, respectively.
AppLogiq’s general and administrative expenses $780,000 were reflects stock compensation costs including shares issued to consultants
and director.
Our DataLogiq platform General
and administrative expenses were $2,520,011 and $1,606,258 for the three months ended March 31, 2022 and 2021, respectively. The increase
was partly as a result of inclusion of Fixel AI and Rebel AI together with new hires in the branding and operations management.
Stock-based compensation
Stock-based compensation expenses
for the three months ended March 31, 2022 and 2021 was $616,191 and $1,525,904, respectively.
Sales and Marketing (S&M)
Consolidated
Sales and Marketing expenses were $299,316 and $369,261 for the three months ended March 31, 2022 and 2021, respectively.
Research and Development (R&D)
Consolidated Research and
Development expenses were $1,257,084 and $1,103,137 for the three months ended March 31, 2022 and 2021, respectively.
Our AppLogiq segment (Lovarra)
Research and Development (R&D) expenses were $1,090,500 and $925,000 for the three months ended March 31, 2022 and 2021, respectively.
Consolidated Other Income/(Expenses)
Consolidated Other income
(expenses), net was $3,142 and ($1,897) for the three months ended March 31, 2022 and 2021 respectively.
Consolidated Net (Loss) Before Income Tax
The Company posted a net loss
before income tax ($3,980,524) and ($4,081,749) for the three months ended March 31, 2022 and 2021, respectively.
The Company incorporating
our AppLogiq segment (Lovarra) incurred a net loss of ($1,390,623) and $nil for the three months ended March 31, 2022 and 2021, respectively.
Our DataLogiq platform incurred
a net loss of ($2,846,431) and ($1,252,572) for the three months ended March 31, 2022 and 2021 respectively.
Consolidated Income Tax (Expense)
No provision for corporate
taxes is made as the Company incurred a loss and has unutilized loss carryforwards. The tax paid during the fiscal year is for Delaware
franchise taxes for the current and prior years.
Logiq (Delaware) Inc. Results of Operations
Our AppLogiq segment had been
acquisition by Lovarra Inc. in January 2022. All revenue, cost had been transferred to the Company Lovarra.
Logiq, Inc. (Nevada) including DataLogiq Results of Operations
Revenue (Service)
DataLogiq revenues were $4,796,367
for the three months ended March 31, 2021 compared to $5,639,184 for the same period in 2021, a decrease of $842,817 or 14.9%. The decrease
in revenues is primarily a result due to Medicare enrollment.
Cost of Revenue (Service)
DataLogiq Cost of revenue
was $3,665,382 for the three months ended March 31, 2022 compared to $4,147,891 for the same period in 2021, a decrease of $482,509 or
11.6%.
Gross Profit
DataLogiq gross profit was
$1,130,985 for the three months ended March 31, 2022 compared to $1,491,293 for the same period in 2021, a decrease of $360,308 or 24.1%.
Depreciation and amortization
DataLogiq depreciation and
amortization expenses were $999,647 for the three months ended March 31, 2021 compared to $658,062 for the same period in 2021, an increase
of $341,585 or 51.9%.
General and administrative
DataLogiq general and administrative
expenses were $2,520,011 for the three months ended March 31, 2022 compared to $1,606,258 for the same period in 2022, an increase of
$913,753 or 56.9%. The increase is due to increase in payroll related costs and employee headcount to help support the growth of the business.
Sales and marketing
DataLogiq sales and marketing
expenses include those expenses required to support our sales efforts and includes sales commissions and consultants. Sales and marketing
expenses were $294,316 for the three months ended March 31, 2022 compared to $299,511 for the same period in 2021, a decrease of $5,195
or 1.7%.
Research and development
DataLogiq research and development
expenses were $166,584 for the three months ended March 31, 2022 compared to $178,137 for the same period in 2021, a decrease of $11,553
or 6.5%. Research and development costs include developers that support and enhance our technologies.
(Loss) from Operations
DataLogiq’s loss from
operations was ($2,849,573) for the three months ended March 31, 2022 compared to ($1,250,675) for the same period in 2021.
Other Income/(Expenses)
For the three months ended
March 31, 2022, DataLogiq other income was $3,142 compared to ($1,897) for the same period in 2021.
Liquidity and Capital Resources
During
the year ended March 31, 2022, our primary sources of capital came from (i) cash flows from our operations, predominantly from providing
services under our AppLogiq platform and DataLogiq platform, (ii) existing cash, (iii) government loans, and (iii) proceeds from third-party
financings.
Canadian Initial
Public Offering (IPO)
On
June 9, 2021, the Company entered into an Agency Agreement (the “Agency Agreement”) with Research Capital Corporation (the
“Agent”) relating to a Canadian initial public offering (the “Offering”) by the Company of a minimum of 1,666,667
units of securities (each, a “Unit”), and a maximum of 3,333,333 Units, at a price of C$3.00 per Unit (the “Offering
Price”), for minimum gross proceeds of C$5,000,000, and maximum gross proceeds of C$10,000,000. Each Unit consists of (i) one share
of common stock of the Company, par value $0.0001 per share (“Common Stock”, and the Common Stock included in a Unit being
a “Unit Share”), and (ii) one Common Stock purchase warrant (each, a “Warrant”), where each Warrant entitles the
holder thereof to acquire one share of Common Stock (each, a “Warrant Share”) at an exercise price of C$3.50 per Warrant Share,
subject to adjustment, at any time before the third anniversary (the “Warrant Expiry Date”) of June 17, 2021 (the “Closing
Date”). The Warrants will be governed by a warrant indenture (the “Warrant Indenture”) between the Company and Odyssey
Trust Company (the “Warrant Agent”). No Units will be issued, however, as the Units will be immediately separated and purchasers
will receive only shares of Common Stock and Warrants. Furthermore, the Company agreed to issue 83,333 units of securities (the “Advisory
Fee Units”) to the Agent as compensation for certain strategic advisory and support services rendered. This number was determined
by dividing C$250,000 by the Offering Price. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii) one warrant
exercisable to purchase one share of Common Stock at an exercise price of C$3.50 for a period of 36 months from the Closing Date.
On
June 21, 2021, the Offering closed whereby the Company sold 1,976,434 Units for aggregate gross proceeds of C$5,929,302 before deducting
offering expenses. The Company also issued 83,333 units of securities (the “Advisory Fee Units”), and 158,115 non-transferrable
compensation options (the “Agent Options”) to the Agent as compensation for certain strategic advisory and support services
rendered to the Company in connection with the Offering. Each Advisory Fee Unit is comprised of (i) one share of Common Stock, and (ii)
one Warrant. Each Agent Option is exercisable for one Unit at an exercise price of C$3.00 per Unit. On June 21, 2021, the Company’s
common stock began trading on the NEO Exchange under the symbol “LGIQ”. The Company’s common stock continues to trade
in the United States on the OTCQX under the same symbol.
Ionic Ventures Purchase Agreement
On
March 30, 2022, the Company, entered into the Ionic Purchase Agreement with Ionic, whereby the Company has the right, but not the obligation,
to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate $40,000,000 worth of the Company’s common stock. Sales
of common stock by the Company under the Ionic Purchase Agreement will be subject to certain limitations, and may occur from time to time,
at the Company’s sole discretion, over the 24-month period commencing on March 30, 2020.
In
connection with the execution of the Ionic Purchase Agreement, the Company registered 2,926,000 shares of common stock sold to Ionic in
connection with the purchase of $3,000,000 in shares of common stock (the “Primary Shares”) in connection with the initial
purchase of Common Stock under the Ionic Purchase Agreement, which reflects an estimated value equal to the product of (A) the quotient
of (y) the purchase amount (i.e., $3,000,000) divided by (z) the Pre-Settlement Regular Purchase Price (defined below), multiplied by
(B) 125% (which Ionic may increase at its discretion). The “Pre-Settlement Regular Purchase Price” is equal to 80% of the
closing price of the Company’s common stock on the OTCQX Market on the date immediately preceding the Company’s receipt of
a purchase notice under the Ionic Purchase Agreement.
The
Regular Purchase Price, which is the price at which future shares of common stock sold under the Ionic Purchase Agreement will be sold
at, for the Purchase Shares shall equal 97% of the arithmetic average of the five lowest VWAPs during the period starting on the date
that Ionic receives Pre-Settlement Regular Purchase Shares and ending on such date that the aggregate dollar volume of our common stock
traded on our Principal Market equals five times the Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided,
however, that each day on which Ionic has requested Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation).
This is a forward pricing mechanism based on an estimate and true up and as of the date of this filing, the Regular Purchase Price has
yet to be calculated.
Also
in connection with the execution of the Ionic Purchase Agreement, the Company issued a Warrant to purchase 631,579 shares of common stock
(1.5% of the total $40,000,000 commitment amount) to Ionic for no consideration as a commitment fee, and has agreed to register the shares
issuable upon exercise of the Warrant. The Warrant may be exercised for cash, but may also be exercised on a cashless exercise basis,
which means the Company may not receive any proceeds from such cashless exercise. Ionic may ultimately decide to exercise all, some or
none of the Warrant.
The
Company intends to register the remaining up to $37,000,000 worth of common stock issuable under the Ionic Purchase Agreement, or any
additional Primary Shares that may be issued after the date hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as
a “true up” pursuant to the initial purchase described above pursuant to a resale registration statement on Form S-1 to be
filed subsequently with the SEC.
Our
sources of liquidity and cash flows are used to fund ongoing operations, research and development projects for new products and technologies,
and provide ongoing support services for our customers. Over the next two years, we anticipate that we will use our liquidity and cash
flows from our operations to fund our growth, particularly to grow our data sales. In addition, as part of our business strategy, we occasionally
evaluate potential acquisitions of businesses, products and technologies, and minority equity investments. Accordingly, a portion of our
available cash may be used at any time for the acquisition of complementary products or businesses or minority equity investments. Such
potential transactions may require substantial capital resources, which may require us to seek additional debt or equity financing. We
cannot assure you that we will be able to successfully identify suitable acquisition or investment candidates, complete acquisitions or
investments, integrate acquired businesses into our current operations, or expand into new markets. Furthermore, we cannot provide assurances
that additional financing will be available to us in any required time frame and on commercially reasonable terms, if at all.
As
of March 31, 2022, we currently have material commitments for capital expenditures. Our capex & R&D plans are dependent on the
availability of working capital and is able to be scaled back as required.
We know of no material trends
in our capital trends aside from the funds to be raised in future offerings. We have focused our resources behind a plan to grow our data
sales, where we have a technology advantage and higher margins. If we are successful in implementing our plan, we expect to return to
a positive cash flow from operations. However, there is no assurance that we will be able to achieve this objective.
We know of no trends or demands
reasonably likely to affect liquidity other than those discussed elsewhere in this Quarterly Report on Form 10-Q and the Risk Factor section
of our Annual Report on Form 10-K for the year ended December 31, 2021.
The following table summarizes
our cash flows for the three months ended March 31, 2022 and 2021:
| |
For the three months March 31, | |
Cash flows: | |
2022 | | |
2021 | |
Net cash (used in) operating activities | |
$ | (1,855,740 | ) | |
$ | (1,999,989 | ) |
Net cash provided (used in) by investment activities | |
$ | 7,209,381 | | |
$ | (445,202 | ) |
Net cash (used in) provided by financing activities | |
$ | (3,168,559 | ) | |
$ | 1,822,052 | |
Operating Activities
During the three months ended
March 31, 2022, (loss) from operations used ($1,855,740), compared to ($1,999,989) for the three months ended March 31, 2021. Our net
(loss) for the three months ended March 31, 2022 decreased to ($3,980,524) and ($4,081,749) respectively compared to the same period last
year. Depreciation and amortization increased to $1,030,930 and $689,346 respectively compared to the same period last year as a result
of acquisitions of Fixel and Rebel.
Investing Activities
During the three months ended
March 31, 2022, we used cash $7,209,381 for investing activities in our financial asset investment portfolio based and managed in the
US, compared to ($445,202) during the three months ended March 31, 2021. The investment is reduced as a result of the funding requirements
of the Company in three months ended March 31, 2022 compared to same period in 2021.
Financing Activities
During the three months ended
March 31, 2022, we generated ($3,168,559) from financing activities, compared to $1,822,052 for the three months ended March 31, 2021,
primarily from the proceeds from the sale of common stock.
We estimate that based on
current plans, assumptions and fund raising, that our available cash and the cash we generate from our core operations will generally
be sufficient to satisfy our capital expenditures under our present operating expectations, for up to 12 months. We believe that we have
sufficient working capital to fund the expansion of our operations and to provide working capital necessary for our ongoing operations
and obligations. However, we shall continue to evaluate our capital expenditure needs based upon factors including our growth rate, the
timing and extent of spending to support development efforts, the expansion of our sales and marketing, the timing of new product introductions,
and the continuing market acceptance of our products and services. If cash generated from operations is insufficient to satisfy our capital
requirements, we may open a revolving line of credit with a bank, or we may have to sell additional equity or debt securities or obtain
expanded credit facilities to fund our operating expenses, or delay our expansion plans or pay our obligations, diversify our geographical
reach, and grow our Company. In the event such financing is needed in the future, there can be no assurance that such financing will be
available to us, or, if available, that it will be in amounts and on terms acceptable to us. If we cannot raise additional funds when
we need or want them, our operations and prospects could be negatively affected. However, if cash flows from operations become insufficient
to continue operations at the current level, and if no additional financing were obtained, then management would restructure the Company
in a way to preserve its business while maintaining expenses within operating cash flows.
Critical Accounting
Policies
For a description of our critical accounting policies,
see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
Recently Issued or
Newly Adopted Accounting Standards
For a description of our recently issued accounting
pronouncements, see Note 2 – Summary of Significant Accounting Policies in Part 1, Item 1 of this Quarterly Report on Form 10-Q.
Off-Balance Sheet
Arrangements
The Company has no off-balance sheet arrangements.