Item 1.01 Entry into a Definitive Material Agreement
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 an Agreement of Managed Services (the “MSA”) with a major new customer (the “Customer”), pursuant to which Battlebridge will provide certain affiliate management, website development, lead generation, email management services and search engine optimization services (collectively, the “Services”) to Customer. through the company’s platform. The MSA will terminate on October 31, 2023, provided that the term may be extended beyond that date by mutual written agreement of the parties. Notwithstanding the foregoing, Customer may terminate the MSA at any time after January 1, 2023, without charge or penalty, in the event Customer is dissatisfied with the Services provided therein.
In connection with the MSA, on November 8, 2022, the Company and the Customer also entered into an Independent Contractor Agreement (the “IC Agreement,” and together with the MSA, the “Agreements”), of agreement whereby Customer will provide, on a non-exclusive basis, certain business development strategies and execution and consulting services in the field of e-commerce, digital marketing and online advertising, including lead generation, marketing affiliation and brand development for the company. The term of the IC Agreement coincides with that of the MSA.
As compensation for the services to be provided by the Client to the Company under the IC Agreement, the Company agreed to issue to the Client 1,750,000 restricted shares of its common stock (the “Initial Shares”) upon the Agreements. In the event that the proposed acquisition of a wholly owned subsidiary of the Company by Abri SPAC I, Inc., the proposed acquisition has been previously disclosed by the Company in the current Form 8 report -K filed with the Securities and Exchange Commission on September 12, 2022, is not completed on or before April 1, 2023, then the Company will issue to the Client an additional 1,750,000 restricted shares of its common stock (such shares additional together with the Initial Shares, the “Registrable Shares”) as additional contingent consideration in accordance with the Agreements. In addition, the Company agreed to reimburse up to $25,000 of legal fees paid by the Client in connection with the Agreements.
Pursuant to the MSA, the Customer will have certain relief registration rights with respect to Registrable Shares.
The foregoing description of the Agreements is not intended to be complete, and is qualified in its entirety by reference to the full text of these Agreements, copies of which will be filed as an exhibit to the Company’s next periodic report.
Article 7.01 Regulation FD Disclosure.
On November 8, 2022, the Company issued a press release announcing the execution of the Agreements. A copy of the press release is provided as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
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The information in this Item 7.01, including Schedule 99.1, is provided and shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act of exchange”), or otherwise subject to liability under this section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the exchange, except as expressly set forth by specific reference in this presentation.
Item 9.01 Financial statements and documentary documents
(d) Description of Exhibit Exhibit No. 99.1 Press release dated November 8, 2022. 104 Cover Page Interactive Data File: Cover XBRL tags are embedded in the online XBRL document.
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