NEW YORK, Jan. 28, 2022 (GLOBE NEWSWIRE) -- Logiq, Inc. (NEO: LGIQ), a global provider of award-winning consumer acquisition solutions, today reported that Pursuant to Section 13 or 15(d) of the US Securities Exchange Act of 1934, and the Canadian Securities Administration (CSA) National Policy NP - 51- 201 (Ontario) - Disclosure Standards, it is reporting the following corporate governance and finance matters.
The Company reports that it has satisfied the requirements of Canada's Toronto-based New Stock Exchange (NEO) for disclosure of the voting results from its Jan. 25 special meeting of shareholders, including the following items:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
As described in Item 5.07 below, on January 25, 2022, at the special meeting of stockholders (the "Special Meeting") of Logiq, Inc. (the "Company"), the Company's stockholders approved its Second Amended and Restated 2020 Equity Incentive Plan (the "Second A&R Plan").
As previously disclosed in that Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the "Commission") on April 27, 2021, on April 21, 2021 the Company amended and restated its 2020 Equity Incentive Plan (the "Plan"), subject to stockholder approval, 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 such amendment (the "First A&R Plan"), 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 First A&R Plan in good faith using any reasonable method of valuation.
On October 22, 2021, the Company's board of directors (the "Board") unanimously approved 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.
Additional information regarding the Second A&R Plan is set forth in the Company's Definitive Proxy Statement on Schedule 14A (the "Proxy Statement") filed by the Company with the Commission on November 5, 2021, which information is incorporated herein by reference. Such information and the foregoing description of the Second A&R Plan do not purport to be complete and are qualified in their entirety by reference to the full text of the Company's Second A&R Plan, a copy of which is attached to this Current Report on Form 8-K ("Current Report") as Exhibit 10.1 and is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On January 25, 2022, following the Special Meeting, the Company adopted its First Amended and Restated Bylaws (the "A&R Bylaws"). The A&R Bylaws were previously approved by the Company's Board, subject to stockholder approval, on October 22, 2021, and were approved by the Company's stockholders at the Special Meeting. See Item 5.07, below, for additional information regarding the results of the Special Meeting.
Additional information regarding the Company's A&R Bylaws, including the terms thereof, is set forth in the Proxy Statement, which information is incorporated herein by reference. Such information and the foregoing description of the A&R Bylaws do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Bylaws, a copy of which is attached to this Current Report as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders:
On January 25, 2022, the Company held the Special Meeting in a virtual format. The Special Meeting was originally scheduled to be held on December 20, 2021, but, due to the lack of a quorum, was adjourned on such date and then again on January 18, 2022 in order to solicit additional proxies to meet the quorum requirement. At the Special Meeting, 13,369,163 of the 26,310,757 outstanding shares of common stock entitled to vote, or approximately 50.81%, as of the record date, October 25, 2021, were present or represented by proxy.
The proposals voted on at the Special Meeting are more fully described in the Proxy Statement. The final voting results on the proposals presented for stockholder approval at the Special Meeting were as follows:
Proposal No. 1: The Company's stockholders elected eight directors, each to serve until the Company's next annual meeting of stockholders or until their successors are duly elected and qualified, subject to prior death, resignation, or removal, as follows:
Proposal No. 2: Although significantly more of the Company's stockholders voted in favor of the Company's proposal to amend, restate, and replace the Company's current Certificate of Incorporation (as amended to date, the "Existing Charter") in its entirety by the First Amended and Restated Certificate of Incorporation (the "First A&R Charter") (the "Charter Amendment") than against it, this proposal required the affirmative vote in favor of the Charter Amendment by holders of a majority of the Company's outstanding shares of common stock, or at least 13,155,379 shares, to pass. Because the Company did not receive the requisite number of votes in favors of the Charter Amendment, the Company's stockholders did not approve the Charter Amendment, as follows:
As a result, the Existing Charter remains in full force and effect, and the First A&R Charter will not be adopted by the Company.
Proposal No. 3: The Company's stockholders authorized and approved that the Company's current Bylaws, as amended to date, be amended, restated, and replaced in their entirety by the A&R Bylaws, as follows:
Proposal No. 4: The Company's stockholders approved the adoption of the Company's Second A&R Plan, as follows:
Proposal No. 5: The Company's stockholders ratified the appointment of Centurion ZD CPA & Co. as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2021, as follows:
|Votes For||Votes Against||Abstentions|
Proposal No. 6: The Company's stockholders approved, on a non-binding advisory basis, named executive officer compensation, as follows:
|Votes For||Votes Against||Abstentions||Broker Non-Votes|
Proposal No. 7: The Company's stockholders approved, on a non-binding advisory basis, the frequency of three years for the stockholder advisory vote to approve named executive officer compensation, as follows:
|1 Year||2 Years||3 Years||Abstentions||Broker Non-Votes|
Based on these advisory vote results, the Board has determined that the Company will hold a stockholder advisory vote on named executive officer compensation every three years until the next required vote on the frequency of future executive compensation votes. As a result, the Company expects that the next advisory vote on the compensation of the Company's named executive officers will be submitted to stockholders at the Company's annual meeting of stockholders in 2024.
Full details, including exhibits, are available at no cost at: https://www.sec.gov/ix?doc=/Archives/edgar/data/0001335112/000121390022003642/ea154496-8k_logiqinc.htm
Separately, the Company reports that it has engaged Toronto-based Research Capital Corporation ("RCC" or the "Advisor") as a financial and capital markets advisor to the Company. The service agreement includes providing advice and assistance in connection with defining strategic and financial objectives, making initial contacts with potential institutional and strategic investors, maintaining a regular dialogue with the Company in regards to corporate development, strategic growth objectives as well as general market sentiment, providing market liquidity services in the Company's shares and increasing market awareness of the Company.
As part of the compensation for its services, RCC will receive a monthly fee of $10,000 for its trading advisory services for a minimum of six months with extension by mutual agreement and a financial advisory fee payable by way of issuing 125,000 common shares in the capital of the Company. The issuance including, but not limited to, the price of the common shares of the Company is subject to the rules of the NEO and remains subject to applicable regulatory approvals.
Logiq, Inc. is a leading provider consumer acquisition solutions to brands and agencies. The Company's Consumer Marketplace provides data-driven lead generation services across more than 14 market verticals, from home repair and insurance to mortgage lending and refinancing.
The Company's Digital Marketing business includes a holistic, self-serve ad tech platform. Its proprietary data-driven, AI-powered solutions allows brands and agencies to advertise across thousands of the world's leading digital and connected TV publishers.
Logiq's Lovarra subsidiary, a fully reporting U.S. public company listed on the OTC Markets, recently acquired the Company's AppLogiq assets. This includes CreateApptm, the award-winning software-as-a- service (SaaS) platform that enables small and medium-sized businesses worldwide to easily create and deploy a native mobile app for their business. AppLogiq also includes platforms for mobile payments and food delivery, and the licenses of its technologies to third parties. Logiq is planning a mid-2022 distribution of Lovarra to Logiq's shareholders of record on December 30, 2021.
Connect with Logiq: Website | LinkedIn | Twitter| Facebook.
Important Cautions Regarding Forward Looking Statements
This press release contains certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This press release also contains forward-looking statements and forward-looking information within the meaning of Canadian securities legislation that relate to Logiq's current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as "will likely result", "are expected to", "expects", "will continue", "is anticipated", "anticipates", "believes", "estimated", "intends", "plans", "forecast", "projection", "strategy", "objective" and "outlook") are not historical facts and may be forward- looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward-looking statements. No assurance can be given that these expectations will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release. Forward-looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond Logiq's control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. In particular and without limitation, this press release contains forward-looking statements regarding our products and services, the use and/or ongoing demand for our products and services, expectations regarding our revenue and the revenue generation potential of our products and services, our partnerships and strategic alliances, the impact of global pandemics (including COVID-19) on the demand for our products and services, industry trends, overall market growth rates, our growth strategies, the continued growth of the addressable markets for our products and solutions, our business plans and strategies, the taxable nature of such transaction and the ability to obtain FINRA approval of such stock dividend, including, without limitation, our ability to successfully locate and consummate the contemplated strategic transactions, the structure of any such transaction, timing of such transaction, and the valuation of the businesses after completion of any such transaction, if any, and other risks described in the Company's prior press releases and in its filings with the Securities and Exchange Commission (SEC) including its Annual Report on Form 10-K and any subsequent public filings, and filings made pursuant to Canadian securities legislation that are available on www.sedar.com, including under the heading "Risk Factors" in the Company's Canadian Prospectus.
Logiq undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for Logiq to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. Any forward-looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
Brent Suen, President
Media & Investor Contact
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