Item 1.01
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Entry into a Material Definitive Agreement
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On November 8, 2022, Logiq, Inc., a
Delaware corporation (the “Company”), and BattleBridge Acquisition Co., LLC, a wholly owned subsidiary of the Company (“Battlebridge”), entered into a Managed Services Agreement (the “MSA”) with a significant new client (the “Client”), pursuant to
which Battlebridge will provide certain affiliate management, website development, lead generation, email management, and search engine optimization services (collectively, the “Services”) to Client through the Company’s platform. The MSA will
terminate on October 31, 2023, provided that the term may be extended beyond such date by mutual written agreement of the parties. Notwithstanding the foregoing, Client may terminate the MSA at any time after January 1, 2023, without cost or any
penalty, in the event that it is dissatisfied with the Services provided thereunder.
In connection with the MSA, on November 8, 2022, the Company and Client also entered into an Independent Contractor Agreement (the “IC Agreement,” and together with the MSA, the “Agreements”), pursuant to which Client will provide,
on a non-exclusive basis, certain business development strategies and execution and consulting services regarding e-commerce, digital marketing, and online advertising, including lead generation, affiliate marketing and brand development to the
Company. The term of the IC Agreement coincides with the term of the MSA.
As compensation for the services to be provided by Client to the Company under the IC Agreement, the Company agreed to issue Client 1,750,000
restricted shares of its common stock (the “Initial Shares”) upon execution of the Agreements. In the event that the proposed acquisition of a wholly owned subsidiary of the Company by Abri SPAC I, Inc., which proposed acquisition was previously
disclosed by the Company in that Current Report on Form 8-K filed with the Securities and Exchange Commission on September 12, 2022, is not completed on or before April 1, 2023, then the Company shall issue Client an additional 1,750,000 restricted
shares of its common stock (such additional shares together with the Initial Shares, the “Registrable Shares”) as further contingent consideration pursuant to the Agreements. In addition, the Company agreed to reimburse up to $25,000 of legal fees
paid by Client in connection with the Agreements.
Pursuant to the MSA, Client shall have certain piggyback registration rights with respect to the Registrable Shares.
The foregoing description of the Agreements does not purport to be complete, and is qualified in its entirety by reference to the complete text of such
Agreements, copies of which will be filed as exhibits to the Company’s next periodic report.