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WEYL 8-K 02/12/18

8-K 1 weyl8k_021218apg.htm WEYL 8-K 02/12/18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 12, 2018

Weyland Tech, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 85 Broad Street, 16-079 New York, NY 10004 (Address, including zip code, of principal executive offices) Registrant’s telephone number, including area code (808) 829-1057

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging Growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

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ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(D) Appointment of Directors

Effective February 12, 2018, the following individual was appointed as a new member of our board of directors:

Name	Age	Position
Jon Najarian	54	Director

Jon Najarian – DIRECTOR – Jon ‘DRJ’ Najarian was linebacker for the Chicago Bears before he turned to another kind of contact sport – trading on the Chicago Board Options Exchange.

He became a member of the CBOE, NYSE, CME and CBOT and worked as a floor trader for some 25 years. In 1990 he founded Mercury Trading, a market-making firm at the Chicago Board Options Exchange (CBOE), which he sold in 2004 to Citadel, one of the world’s largest hedge funds. In 2005 Jon co-founded optionMONSTER and tradeMONSTER – both were acquired in 2014 by private equity firm General Atlantic Partners. Today, he is a professional investor, money manager and media analyst.

Jon developed and patented trading applications and algorithms used to identify unusual activity in stock, options, and futures markets. optionMONSTER, an options news and education site, was described by Securities Industry News as “content king of the options business”.

For years tradeMONSTER has been rated “Best for Options Traders” by Barron’s and was the first online broker to deploy streaming, desktop-like trading in a web browser.

In 2016 Jon and Pete co-founded Najarian Advisors, a company advising institutional investors on options strategies.

The brothers invest in and work with start-ups via Rebellion Partners, a venture consulting firm they launched in 2015.

Jon can be seen weekly on CNBC, where he is cast member of the “Halftime Report” and the “Fast Money” show. He is also the feature of the “DRJ Report” on CBOE-TV, the exchange’s popular webcast.

There are no existing family relationships amongst our Directors.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: February 12, 2018

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President & CEO

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WEYL 8-K 08/16/18

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 16, 2018

Weyland Tech, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)

85 Broad Street, 16-079 New York, NY 10004

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area (808) 829-1057 code

N/A

(Former name or former address, if changed since last report.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

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WEYL 8-K 08/16/18

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WEYL 8-K 08/16/18

Item 8.01 Other Events.

Update on Spin-off

The Company announced in a press release on August 16, 2018 a distribution to Weyland Tech stockholders of a pro-rata share of the Company’s ownership in its eWallet business (the “Spin-off”).

In the distribution, Weyland stockholders will receive one share of common stock of ‘Weyland AtoZPay Inc’, (“WAI”), a Delaware Company, for each share of the Company’s common stock held at the dividend record date at the close of business in the U.S. on or about September 28, 2018.

The Company will describe further instructions for shareholders regarding the distribution as well as a finalized record date following advice by FINRA.

Weyland will not issue fractional shares of its common stock in the distribution. The Spin-off is expected to be completed on or about October 5, 2018.

Further details of the underlying assets and rights of WAI will be described in an 8-K filing and Information Statement

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Exhibits. Financial Statements and Exhibits

99.1 Press release dated for August 16, 2018

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: August 21, 2018

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President & CEO

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WEYL 8-K 09/21/18

8-K/A 1 weyl8ka_092418apg.htm WEYL 8-KA 09/24/18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A Amendment #1

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 16, 2018

Weyland Tech, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation)

85 Broad Street, 16-079 New York, NY 10004

(Address, including zip code, of principal executive offices)

Registrant’s telephone number, including area code (808) 829-1057

N/A

(Former name or former address, if changed since last report.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

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Item 8.01 Other Events.

Update on Spin-off

On September 19, 2018, Weyland Tech Inc. (the “Company” or “we”) entered into formal distribution agreement (the “Agreement”) with its Weyland AtoZ Pay subsidiary (“WAI”), to transfer the Company’s 49% equity ownership interest in PT Weyland Indonesia Perkasa, a limited liability company organized under the laws of the Republic of Indonesia (“WIP”) to WAI. WIP’s primary business operations includes a digital financial transactions app serving the rapidly growing Indonesia e-commerce and e-payment markets (“eWallet”). The transfer is being made in order to effect the previously announced distribution to Weyland Tech stockholders of a pro-rata share of the Company’s ownership in its eWallet business.

The Company previously announced in a press release on August 16, 2018 a distribution to Weyland Tech stockholders of a pro-rata share of the Company’s ownership in its eWallet business (the “Spin-off”). Today, the Company announced that it has changed the distribution date for the spin-off from October 5, 2018 to November 15, 2018 and has also filed with FINRA the required notice regarding the spin-off. The record date of September 28, 2018 for the spin-off remains unchanged

The spin-off provides for a pro-rata distribution to the Company’s shareholders of 90% of the outstanding shares of WAI, which, in turn, holds a 49% equity ownership interest in WIP.

In the distribution, Weyland stockholders will receive one share of common stock of WAI, for each five shares of the Company’s common stock held at the dividend record date at the close of business in the U.S. on or about September 28, 2018.

Weyland will not issue fractional shares of its common stock in the distribution.

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated for September 20, 2018

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: September 24, 2017

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President & CEO

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WEYL 8-K 09/24/18

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 24, 2018

Weyland Tech, Inc.

(Exact name of registrant as specified in its charter)

N/A

(Former name or former address, if changed since last report.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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WEYL 8-K 09/24/18

Item 8.01 Other Events.

On September 24, 2018, Weyland Tech Inc. (the “Company” or “we”) announced that it has made available, to its transfer agent, DTCC and DTC Participants with positions in WEYL, instructions for receiving the spin-off shares of its Weyland AtoZ Pay subsidiary (“WAI”), which holds a 49% equity ownership interest in PT Weyland Indonesia Perkasa, a limited liability company organized under the laws of the Republic of Indonesia (“WIP”). WIP’s primary business operations includes a digital financial transactions app serving the rapidly growing Indonesia e-commerce and e-payment markets (“eWallet”).

The Company’s shareholders of record as of the close of trading on September 28, 2018, the record date for the spin-off, will receive a pro-rata distribution of one (1) share of common stock of WAI for each five (5) shares of the Company’s common stock held as of the record date. Fractional shares of WAI common stock will not be issued in the distribution. The spin-off is expected to be effective as of the end of the day on November 15, 2018, the new distribution date for the spin-off.

As the spin-off will be processed outside of DTCC, the Company’s “Spin-Off Processing Instructions for DTC Participants” provide DTC Participants with instructions for receiving the distribution for their beneficial owners. The instructions provide, in part, that:

In order to obtain the spin-off shares for their clients, each DTC Participant must submit to the Company, no later than October 15, 2015, a beneficial owner list, as of the record date.
The spin-off shares will be issued by the Company’s transfer agent in certificate form.
Certificates for each non-objecting beneficial owner (“NOBO”) will be issued in the name of the NOBO and mailed directly to the NOBO at their account address provided in the beneficial owner list.
Certificates for each objecting beneficial owner (“OBO”) will be issued in the name of the DTC Participant, for the benefit of the OBO, and mailed directly to the DTC Participant, in accordance with the OBO delivery instructions contained in the DTC Participant’s Beneficial Owner List Transmittal, for further processing in accordance with their OBOs’ instructions.
With respect to WEYL shares held in retirement accounts, the Company will issue certificates for the spin-off shares in the name of the respective DTC Participant, as custodian for, and for the benefit of, the particular retirement account (e.g., Participant Name, Custodian FBO John Smith Roth IRA), and such shares will be mailed directly to the DTC Participant, in accordance with the retirement account delivery instructions contained in the DTC Participant’s Beneficial Owner List Transmittal.

A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

99.1 Press release dated for September 24, 2018

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WEYL 8-K 09/24/18

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: September 25, 2018

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President & CEO

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WEYL 8-K 10/10/18

8-K 1 weyl8k_101118apg.htm WEYL 8-K 10/11/18

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

October 5, 2018

Weyland Tech, Inc.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation) 85 Broad Street, 16-079 New York, NY 10004 (Address, including zip code, of principal executive offices) Registrant’ s telephone number, including area (808) 829-1057 code

N/A

(Former name or former address, if changed since last report.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 1.01 Entry into a Material Definitive Agreement

On October 5, 2018 (the “Execution Date”), Weyland Tech, Inc. (the “Company”) entered into an Common Stock Purchase Agreement (the “Purchase Agreement”) with Triton Funds, LP, a Delaware limited partnership (the “Investor”), whereby the Investor shall purchase $2,000,000 (the “Commitment Amount”) of shares (“Purchase Notice Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”) during the commitment period (the “Commitment Period”) commencing on October 5, 2018, and terminating on the earlier of (i) June 30, 3019, (ii) one hundred eighty (180) Business Days after a registration statement covering the shares to be purchased under the Purchase Agreement has been declared effective, (iii) termination of the Purchase Agreement by the Company upon a material breach by the Investor, or (iv) the date that the Investor has purchased Purchase Notice Shares equal to the Commitment Amount.

Pursuant to the Purchase Agreement, the closing (“Closing Date”) for a Purchase Notice shall occur on the date that is no later than two business days following the date that the Investor receives Purchase Notice Shares from the Company. The purchase price for the shares to be paid by the Investor at each closing shall be 80% of the lowest closing price of the Common Stock during the 5 trading days prior to a Closing Date.

The obligation of the Investor to purchase Purchase Notice Shares is subject to several conditions, including, among other things, (i) that the Company has filed a registration statement with the United States Securities and Exchange Commission registering the Purchase Notice Shares, and (ii) that the purchase of Purchase Notice Shares shall not cause the Investor to own more than 4.99% of the outstanding shares of Common Stock.

In connection with the Purchase Agreement, on October 5, 2018, the Company also entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”), requiring the Company to register the Purchase Notice Shares on a registration statement to be filed with the Securities and Exchange Commission within 10 calendar days of the Execution Date.

Additionally, on October 5, 2018, the Company approved a donation of 35,000 shares of Common Stock to TRITON FUNDS LLC.

The foregoing descriptions of the Purchase Agreement and Registration Rights Agreement are qualified in their entirety by reference to such Purchase Agreement and Registration Rights Agreement, which are filed hereto as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

The disclosure in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number 10.1 10.2	Description
	Common Stock Purchase Agreement dated October 5, 2018, by and between Weyland Tech, Inc. and TRITON FUNDS LP Registration Rights Agreement dated October 5, 2018, by and between Weyland Tech, Inc. and TRITON FUNDS LP

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: October 11 , 2018

WEYLAND TECH INC. By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President & CEO

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WEYL 8-K 07/26/19

8-K 1 weyl8k_072619apg.htm WEYL 8-K 07/26/19

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 22, 2019

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of principal executive offices)

(808) 829-1057

(Registrant's telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
None	N/A	N/A

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ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 22, 2019, Jon Najarian resigned as a member of the board of directors (“Board”) of Weyland Tech Inc., a Delaware (the “Company”). To the Company’s knowledge, Mr. Najarian’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On July 22, 2019, effective immediately upon Mr. Najarian’s resignation, Wilson Rondini III was appointed as a member of the Company’s Board, to serve until his successor shall be duly appointed, unless he resigns, is removed from office, or is otherwise disqualified from serving as a director of the Company. At this time, the Company and Mr. Rondini have not entered into any arrangement regarding the payment of compensation for his services as a director of the Company.

Wilson Rondini, III, age 56, is the Managing Partner of Falcon Capital LLP, an international group of consulting firms dedicated to providing a wide range of services to businesses of all sizes, and in particular, to deliver business development and change management advice to small and medium sized companies across a wide range of industries in both developed and emerging markets. Mr. Rondini has held this position since 1998. Mr. Rondini also a member of the board of directors of Job.com, since November 2017, and TuneGo, since October 2015. Mr. Rondini received a degree in Finance/Economics from Elmhurst College in 1984.

Based on Mr. Rondini’s work experience, education, directorship history, and demonstrated ability to assist companies with capital raising activities, the Board believes that he is well qualified to serve as a director of the Company.

Except as otherwise disclosed in this report, there are no arrangements or understandings between Mr. Rondini and any other persons pursuant to which he was appointed as a director. In addition, there are no family relationships between Mr. Rondini and any of our other officers or directors.

As mentioned above, Mr. Rondini is the Managing Partner of Falcon Capital LLP, which is assisting the Company with capital raising activities, for which it will be paid a fee.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: July 26, 2019

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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WEYL 8-K 08/23/19

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

______

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2019

WEYLAND TECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-51815	46-5057897
(State or Other Jurisdiction of	(Commission	(IRS Employer
Incorporation)	File Number)	Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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WEYL 8-K 08/23/19

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Item 1.01. Entry into a Material Definitive Agreement.

As of August 19, 2019, Weyland Tech, Inc., a Delaware corporation (the “Company”), entered into Subscription Agreements of like tenor (each. a “Subscription Agreement”) with a total of 157 purchasers (the “Purchasers”), pursuant to which the Purchasers purchased an aggregate of 42,745,675 shares (the “Investor Shares”) of the Company’s common stock, $0.0001 par value per share (“Common Stock”), for an aggregate purchase price of approximately $6,411,851 (the “Offering”).

The Company intends to use the net proceeds from the Offering (after deducting consulting fees and expenses related to the Offering in the aggregate amount of approximately $775,000) for working capital and general corporate purposes.

Pursuant to the terms of a Consultancy Services Agreement (the “Consulting Agreement”) between the Company and a financial consultant (the “Consultant”), in consideration for consulting services, including the introduction to the Offering of Purchasers who were not U.S.-Persons (as defined in Rule 902(k) of Regulation S as promulgated by the Securities and Exchange Commission (“SEC”) under of the Securities Act of 1933, as amended (the “Securities Act”)), the Consultant was (a) paid a cash fee of $750,000, and (b) received (i) 1,000,000 shares of the Company’s Common Stock (“Consultant Shares”), and (ii) warrants to purchase 2,137,284 shares of the Company’s Common Stock, with a term of five years and an exercise price of $0.30 per share (“Consultant Warrants”).

The foregoing summaries of the form of Subscription Agreement, the Consulting Agreement and the Consultant Warrants do not purport to be complete and are qualified in their entirety by reference to the documents, copies of which will be filed as exhibits to the Company’s next periodic report.

Item. 3.02. Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuances of the Investor Shares, the Consultant Shares and the Consultant Warrants in connection with the Offering are exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D and/or Regulation S as promulgated by the SEC under of the Securities Act, as transactions by an issuer not involving any public offering.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: August 23, 2019

By: /s/ Brent Y. Suen

Brent Y. Suen President and Chief Executive Officer

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8-K 1 f8k121619_weylandtech.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2019

WEYLAND TECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-51815 46-5057897 (Commission (IRS Employer File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01 Entry into a Material Definitive Agreement

On December 16, 2019, Weyland Tech Inc., a Delaware corporation (the “Company”), and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) whereby the Purchaser will acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”).

Although the parties have entered into the Purchase Agreement, the parties intend to close the Transaction on or about January 6, 2020, or such other date as shall be mutually agreed upon by the Company and Sellers (the “Closing”).

At the Closing, the Company will deliver (i) 28,571,428 Shares to ConversionPoint, while (ii) 7,142,857 Shares will be placed in an independent third-party escrow where such shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements and subject to offset for indemnification purposes.

The Purchase Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions, and reflects the transaction as previously described on the Company’s Form 8-K filed with the Securities and Exchange Commission on November 26, 2019 which disclosed the binding letter of intent executed by and between the parties.

The foregoing summary of the terms of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which is attached hereto as Exhibit 2.1 to this Current Report on Form 8-K (“Current Report”).

Item 7.01 Regulation FD Disclosure

On December 18, 2019, the Company issued a press release announcing the signing of the definitive Purchase Agreement. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

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Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding milestone requirements, the closing of the Transaction, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forwardlooking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forwardlooking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description 2.1 † Asset Purchase Agreement, dated as of December 16, 2019 99.1 Press Release, dated as of December 18, 2019

† Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: December 18, 2019

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K 1 f8k010820_weylandtechinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

______

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2020

WEYLAND TECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware 000-51815

46-5057897

(State or Other Jurisdiction (Commission File Number) (IRS Employer of Incorporation) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported on the Current Report on Form 8-K (the “Prior 8-K) filed by Weyland Tech, Inc., a Delaware corporation (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2019, the Company, and its whollyowned subsidiary, Origin8, Inc., a Nevada corporation (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) for the Purchaser to acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”). A copy of the Purchase Agreement was attached as Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.

On January 8, 2020, the Company, via its wholly-owned subsidiary, completed the acquisition of substantially all of the assets of Push pursuant to the terms of the Purchase Agreement.

Under the terms of the Purchase Agreement, at closing the Company issued 28,571,428 Shares to ConversionPoint and 7,142,857 Shares were issued and placed in an independent third-party escrow where such Shares will be released to ConversionPoint once the Sellers achieve certain milestone requirements, subject to offset for indemnification purposes. The Shares were not registered under the Securities Act of 1933, as amended (the “Act”). A copy of the Escrow Agreement is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The foregoing description of the Purchase Agreement, the Escrow Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the agreements, copies of which are attached to the Prior 8-K as Exhibit 2.1 and attached hereto as Exhibit 10.1, respectively, and are incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

The issuance of the shares of the Company’s common stock upon consummation of the Transaction is exempt from registration under the Securities Act of 1933, as amended (the “Act”), in reliance on exemptions from the registration requirements of the Act in transactions not involved in a public offering pursuant to Section 4(a)(2) and/or Regulation D of the Act.

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Item 7.01 Regulation FD Disclosure

On January 9, 2020, the Company issued a press release announcing the closing of the Transaction. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

Forward Looking Statements

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Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

As permitted by Item 9.01(a)(4) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.

(b) Pro Forma Financial Information.

As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company by an amendment to this Current Report on Form 8-K not later than 71 days after the date upon which this Current Report on Form 8-K must be filed.

(d) Exhibits

Exhibit No.		Description
10.1		Escrow Agreement, dated as of January 8, 2020
99.1		Press Release, dated as of January 9, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: January 9, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K/A 1 ea121153-8ka1_weylandtech.htm AMENDMENT NO. 1 TO CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2020

WEYLAND TECH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 000-51815 46-5057897 (State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 9.01 Financial Statements and Exhibits.

On January 9, 2020, Weyland Tech, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original Form 8-K”) with the Securities and Exchange Commission regarding the closing of an Asset Purchase Agreement (the “Purchase Agreement”) for the Company’s wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (the “Purchaser”) to acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of up to 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”).

This Current Report on Form 8-K/A (“Amendment No. 1”) amends and supplements the Original Form 8-K to provide certain financial statements and pro forma financial information as required by Items 9.01(a) and (b) of Form 8-K. No other amendments are being made to the Original Form 8-K by this Amendment No. 1. This Amendment No. 1 should be read in connection with the Original Form 8-K, which provides a more complete description of the acquisition of Push.

(a) Financial Statements of Business Acquired.

The audited financial statements of Push as of and for the years ended December 31, 2018 and 2017, and the independent auditors’ report related thereto as well as the unaudited financial statements of Push as of September 30, 2019, and the nine month periods ended September 30, 2019 and 2018, are attached hereto as Exhibit 99.1.

(b) Pro Forma Financial Information.

The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 20178, the nine months ended September 30, 2019, and balance sheet as of September 30, 2019, which give effect to the acquisition of Push, are attached hereto as Exhibit 99.2.

(d) Exhibits.

Exhibit No.	Description

99.1	The audited financial statements of Push Holdings, Inc. as of and for the years ended December 31, 2018 and 2017, and
	the independent auditor’s report related thereto and the unaudited financial statements of Push Holdings, Inc. as of
	September 30, 2019, and for the nine month periods ended September 30, 2019 and 2018.

99.2	The unaudited pro forma combined consolidated statements of operations for the year ended December 31, 2018, the
	nine months ended September 30, 2019, and balance sheet as of September 30, 2019, which give effect to the
	acquisition of Push Holdings, Inc.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH, INC.

Dated: May 1, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K/A 1 ea121852-8ka_weylandtech.htm AMENDMENT NO. 2 TO CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

Amendment No. 2

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2020

WEYLAND TECH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

000-51815

46-5057897

(State or Other Jurisdiction of (Commission (IRS Employer Incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Explanatory Note

As previously reported by Weyland Tech, Inc., a Delaware corporation (the “Company”), on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on January 9, 2020 (the “Original 8-K), the Company disclosed that it would provide certain financial statements and pro forma financial information as required by Items 9.01(a) and (b) of Form 8-K (the “Transaction Financials”) in connection with the acquisition of substantially all of the assets of Push Holdings, Inc. (“Push”) by the Company’s wholly-owned subsidiary, Logiq, Inc. (formerly known as Origin8, Inc.).

On March 25, 2020, the Company filed a Current Report on Form 8-K to disclose that, due to the circumstances and uncertainty surrounding the COVID-19 coronavirus pandemic, the Company determined to delay the filing of the Form 8-K/A with the Transaction Financials by up to 45 days in accordance with the SEC’s March 4, 2020 Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the Securities and Exchange Act of 1934, as amended (the “Extension 8-K”).

On May 1, 2020, the Company filed Amendment No. 1 to the Original 8-K to disclose the Transaction Financials within such 45-day extension period as required by the Order.

The Company comes now to file this Amendment No. 2 to the Original 8-K to comply with the Order by (i) disclosing that it is relying on the Order and (ii) stating, in the filing filed within the 45-day extension itself, the reasons why the Company was not able to file the 8-K/A with Transaction Financials on a timely basis.

The contents of the Original 8-K and Amendment No. 1 to the Original 8-K previously filed by the Company with the Commission are incorporated by reference herein.

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Item 8.01 Other Events.

As previously reported on Current Reports on Form 8-K filed by the Company with the Commission on December 18, 2019 and January 9, 2020, respectively, the Company, and its wholly-owned subsidiary, Logiq, Inc. (formerly known as Origin8, Inc.) (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) for the Purchaser to acquire substantially all of the assets of Push, a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of up to 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”).

In connection with the Transaction, the Company was required to file financial statements of the business acquired (Push) and pro forma financial information (the “Transaction Financials”) by an amendment to Original 8-K not later than 71 days after the date upon which the Original 8-K was required to be filed (the “Original Filing Deadline”).

On March 25, 2020, the Company determined that it would not be able to file the Transaction Financials by the Original Filing Deadline due to the circumstances and uncertainty related to the COVID-19 coronavirus pandemic. As a result, the Company determined that it needed to delay the filing of the Form 8-K/A regarding the Transaction Financials by up to 45 days in accordance with the Commission’s March 4, 2020 Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the Securities and Exchange Act of 1934, as amended (the “Extension 8-K”).

On May 1, 2020, the Company filed the Transaction Financials as part of Amendment No.1 to the Original 8-K filed with the Commission on May 1, 2020 which was within the 45-day extension period.

The purpose of this Amendment No. 2 to the Original 8-K is to comply with the Order by disclosing in the report filed by the applicable 45-day extension deadline that it is relying on this Order and stating the reasons why it could not file such report on a timely basis.

Accordingly, the Company discloses, in this report, that it is relying on the Order for purposes of filing the Form 8-K/A with the Transaction Financials on the Transaction.

In addition, the Company previously provided a corporate update by press release on March 19, 2020 wherein the Company, at that time, noted it saw a limited impact on its core business from COVID-19. However, as the Company was integrating the significant acquisition of the assets of Push into its financial reporting operations, the COVID-19 coronavirus pandemic shutdown many areas where the Company and Push are located (Hong Kong, California, New York City, Indonesia) which hampered the Company and Push’s ability to coordinate the review and preparation of the Transaction Financials within the original time prescribed by the Commission’s rules. In addition, the timing of the work on the Transaction Financials ran concurrently with the Company’s financial reporting for the fiscal year ended December 31, 2019, which further strained the Company’s resources since its financial reporting staff is subject to lockdowns and remote work requirements. The Company reiterates and reaffirms these reasons as previously disclosed in its Current Report on Form 8-K filed with the Commission on March 25, 2020 as required by the Order.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH, INC.

Dated: May 15, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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WEYL 8-K 03/02/20

8-K 1 weyl8k_030220apg.htm WEYL 8-K 03/02/20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 25, 2020

WEYLAND TECH INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other (Commission (I.R.S. Employer jurisdiction of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, NY 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On February 25, 2020, Weyland Tech, Inc., a Delaware corporation (“we,” “us,” “our” or 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 our common stock, $0.0001 par value per share ("Common Stock"), at a rate of 1-for-13 (the "Reverse Stock Split").

As previously reported, on September 26, 2019, the Company’s board of directors (the "Board") had authorized the Company to effect a reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-20, the exact ratio to be determined by the Board in its sole discretion based upon the market price of our Common Stock on the date of such determination, and with such reverse stock split to be effective at such time and date, if at all, as determined by the Board in its sole discretion, it being understood that the sole purpose of such reverse stock split was to attempt to obtain a listing on the Nasdaq Capital Market. As also previously reported, at a special meeting of our stockholders held on November 15, 2019, the Company’s stockholders approved a proposal to give the Board discretion to effect the reverse stock split at a ratio of not less than 1-for-5 and not more than 1-for-20. On February 13, 2020, the Board (a) determined that, based upon the market price of our Common Stock, and with the intention to move forward with its listing on the Nasdaq Capital Market, it would be appropriate for the reverse split to be at a ratio of 1-for-13, and (b) authorized the Company to file the Certificate of Amendment to implement the Reverse Stock Split, to be effective upon filing with the Secretary of State of the State of Delaware.

On February 25, 2020, upon the filing of the Certificate of Amendment, and the resulting effectiveness of the Reverse Stock Split, every 13 outstanding shares of our Common Stock were, without any further action by us, or any holder thereof, combined into and automatically became 1 share of our 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 our authorized and unissued capital stock, and our capital has been reduced by an amount equal to the par value of the shares of Common Stock so retired.

Prior to the filing of the Certificate of Amendment, we had an authorized capital of 250,000,000 shares of Common Stock, out of which 154,890,210 shares were issued and outstanding. As a result of the filing of the Certificate of Amendment, and resulting effectiveness of the Reverse Stock Split, the 154,890,210 shares of Common Stock issued and outstanding became 11,914,367 shares of Common Stock, and 142,975,843 shares of Common Stock were cancelled. The Reverse Stock Split did not change our current authorized number of shares of Common Stock or its par value.

Except for de minimus adjustments that resulted from the treatment of fractional shares, the Reverse Stock Split did not have any dilutive effect on our stockholders since each stockholder holds the same percentage of our Common Stock outstanding immediately following the Reverse Stock Split as such stockholder held immediately prior to the Reverse Stock Split.

As a result of the Reverse Stock Split, the number of shares of the Company’s Common Stock that may be purchased upon exercise of outstanding warrants, options, or other securities convertible into, or exercisable or exchangeable for, shares of our Common Stock, and the exercise or conversion prices for these securities, have also be ratably adjusted in accordance with their terms.

The Certificate of Amendment is filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 26, 2020, the Company issued a press release announcing the effectiveness of the Reverse Stock Split. The text of the release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Current Report on Form 8-K (“Report’), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act of 1933, as amended (the “Securities Act” ), or the Exchange Act,

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whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Report in such filing.

Forward Looking Statements

This Report and the Company’s press release issued on February 26, 2020, contain “forward-looking statements” within the meaning of the Section 27A of the Securities Act and Section 21E of the Exchange Act. Forward-looking statements can often be identified by the use of words such as “may,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect,” “plan,” “propose,” “projected,” “seek,” or “anticipate,” although not all forward-looking statements contain these or other identifying words. Forward-looking statements are based on expectations, estimates and projections at the time the statements are made and are subject to certain risks, trends and uncertainties that could cause actual results to differ materially from expected results. Actual results could differ from those projected in any forward-looking statements due to numerous factors, such as the inherent uncertainties associated with new business opportunities and development stage companies. Although the Company believes that any beliefs, plans, expectations and intentions contained in this Report and the press release are reasonable, there can be no assurance that they will prove to be accurate. Investors should refer to the risk factors disclosures outlined in the Company’s annual report on Form 10-K for the most recent fiscal year, quarterly reports on Form 10-Q, and other periodic reports filed from time-to-time with the U.S. Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any forward-looking statements.

Item 8.01 Other Events.

On February 26, 2020, the Financial Industry Regulatory Authority notified us that the Reverse Stock Split would take effect in the over-the-counter market at the start of business on February 27, 2020. At the open of trading on February 27, 2020, our trading symbol changed from "WEYL" to "WEYLD." The "D" will be removed 20 business days after the split becomes effective in the market.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Form 8-K.

	Exhibit No.		Description
	3.1		Certificate of Amendment to the Certificate of Incorporation of the Company, filed February 25,
			2020
	99.1		Press Release issued by the Company, dated February 26, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 2, 2020 WEYLAND TECH, INC.

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: Chief Executive Officer

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8-K 1 ea119984-8k_weyland.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

______

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2020

WEYLAND TECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

000-51815 46-5057897 (Commission (IRS Employer File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

Emerging growth company ☐

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Item 8.01 Other Events.

As previously reported on Current Reports on Form 8-K filed by Weyland Tech, Inc., a Delaware corporation (the “Company”) with the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2019 and January 9, 2020, respectively, the Company, and its wholly-owned subsidiary, Origin8, Inc., a Nevada corporation (the “Purchaser”), entered into an Asset Purchase Agreement (the “Purchase Agreement”) for the Purchaser to acquire substantially all of the assets of Push Holdings, Inc. (“Push”), a wholly-owned subsidiary of ConversionPoint Technologies, Inc. (“ConversionPoint,” and together with Push, the “Sellers”), in exchange for a total of up to 35,714,285 shares of restricted common stock (the “Shares”) of the Company (the “Transaction”).

In connection with the Transaction, the Company is required to file financial statements of the business acquired (Push) and pro forma financial information (the “Transaction Financials”) by an amendment to Form 8-K not later than 71 days after the date upon which the prior Form 8-K was required to be filed.

On March 25, 2020, the Company determined that, due to the circumstances and uncertainty surrounding the COVID-19 coronavirus pandemic, the Company has determined it will delay the filing of the Form 8-K/A with the Transaction Financials by up to 45 days in accordance with the SEC’s March 4, 2020 Order (Release No. 34-88318) (the “Order”), which allows for the delay of certain filings required under the Securities and Exchange Act of 1934, as amended. The Company previously provided a corporate update by press release on March 19, 2020 wherein the Company noted it currently sees a limited impact on its core business from COVID-19. As it relates to the integration of this significant acquisition into its financial reporting operations, however, the COVID-19 coronavirus pandemic has shutdown many areas where the Company and Push are located (Hong Kong, California, New York City, Indonesia) which has hampered the Company and Push’s ability to coordinate the review and preparation of the Transaction Financials within the time prescribed by SEC rules. In addition the timing of the work on the Transaction Financials has run concurrently with the Company’s financial reporting for the fiscal year ended December 31, 2019, further straining resources while its financial reporting staff is subject to lockdowns and remote work requirements. The Company will file the Form 8-K/A with the Transaction Financials by no later than May 25, 2020, 45 days after the original due date of its Form 8- K/A.

Lastly, despite the Company’s election to delay the filing of the Form 8-K/A with the Transaction Financials, it still plans to timely file its Form 10-K Annual Report for the fiscal year ended December 31, 2019 without use of the Order.

Cautionary Note Regarding Forward-Looking Statements

This Current Report on Form 8-K contains statements as to the Company’s beliefs and expectations of the outcome of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. You can identify these statements by the fact that they do not relate strictly to historical or current facts. Examples of these statements include, but are not limited to, statements regarding the anticipated impact of the COVID-19 on our results of operations. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks and uncertainties include, but are not limited to, the effects of the COVID-19 outbreak, including levels of consumer, business and economic confidence generally. The duration of the COVID-19 outbreak and severity of such outbreak, the pace of recovery following the COVID-19 outbreak, the effect on our customer base; and the adverse effects of the COVID-19 outbreak on our business or the market price of our common stock and the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2018 and our subsequent filings with the U.S. Securities and Exchange Commission, including subsequent quarterly reports on Forms 10-Q and current reports on Form 8-K are uncertain. Except as required by law, the Company does not undertake any obligation to release publicly any revisions to forward-looking statements made by it to reflect events or circumstances occurring after the date hereof or the occurrence of unanticipated events.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: March 25, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K 1 ea120730-8k_weylandtech.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 16, 2020

WEYLAND TECH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware 000-51815 46-5057897 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 7.01 Regulation FD Disclosure.

On April 16, 2020, Weyland Tech, Inc., a Delaware corporation (the “Company”), released a letter to its shareholders discussing recent corporate developments. A copy of this shareholder letter is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).

Forward Looking Statements

This Current Report, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report and Exhibit 99.1, including statements regarding planned Nasdaq listing, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.

In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forwardlooking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report, including Exhibit 99.1, are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward- looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Letter to Shareholders, dated April 16, 2020.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH, INC.

Dated: April 16, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K 1 ea125520-8k_weylandtech.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 11, 2020

WEYLAND TECH INC.

(Exact Name of Registrant as Specified in Charter)

Delaware

(State or Other Jurisdiction

of Incorporation)

000-51815

46-5057897

(Commission File Number) (IRS Employer Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

N/A

(Former Name of Former Address, if Changed Since Last Report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01 Entry into a Material Definitive Agreement

On August 11, 2020, Weyland Tech Inc., a Delaware corporation (the “Company”), entered into a binding letter of intent (the “LOI”) to acquire substantially all of the assets of Fixel AI Inc. (“Fixel”) in a transaction to be structured as an asset or stock purchase, in exchange for a total consideration of $4,500,000 to be allocated as follows: (i) a promissory note payable to Fixel in the amount of $1,575,000, accruing interest at 6% per annum; and (ii) the issuance of $2,925,000 in common stock of the Company (the “Purchase Price”); provided, that the optimal acquisition structure will be evaluated after information regarding Fixel’s legal structure, tax position and additional materials have been evaluated during due diligence (collectively, the “Transaction”).

The LOI is a binding agreement that represents the basis on which the parties will proceed to consummate the Transaction pursuant to a fully integrated, written, long-form agreement (the “Purchase Agreement”). The parties intend to close the Transaction within thirty (30) days of signing the LOI.

In connection with the closing, the Company and key executives of Fixel shall enter into a three-year employment agreements with the Company.

In connection with the closing, each of the three (3) founders shall receive a grant of 25,000 options to purchase common stock of the Company at $5.00 per share, which shall have a cashless exercise feature.

The Purchase Agreement will contain standard representations, warranties, covenants, indemnification and other terms customary in similar transactions.

The foregoing summary of the LOI does not purport to be complete and is qualified in its entirety by reference to the document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K (“Current Report”).

Item 7.01 Regulation FD Disclosure

On August 13, 2020, the Company issued a press release announcing the binding LOI and the planned Transaction. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

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Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding entering into a subsequent Purchase Agreement and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forwardlooking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Binding Letter of Intent, dated as of August 11, 2020
99.1		Press Release, dated as of August 13, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

WEYLAND TECH INC.

Dated: August 14, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Chief Executive Officer

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8-K 1 ea126146-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 28, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815 46-5057897 (Commission (I.R.S. Employer File Number) Identification No.)

85 Broad Street, 16-079 New York, NY 10004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report.) Weyland Tech, Inc.

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	TradingSymbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 7.01 Regulation FD Disclosure

On August 28, 2020, Logiq, Inc. (the “Company”) issued a press release with respect to the branding and mission of its ecommerce subsidiary and other management plans. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Form 8-K in such filing.

Cautionary Statements

This filing includes “forward-looking statements.” All statements other than statements of historical facts included or incorporated herein may constitute forward-looking statements. Actual results could vary significantly from those expressed or implied in such statements and are subject to a number of risks and uncertainties. Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company can give no assurance that such expectations will prove to be correct. The forward-looking statements involve risks and uncertainties that affect the Company’s operations, financial performance, and other factors as discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”). Among the factors that could cause results to differ materially are those risks discussed in the periodic reports the Company files with the SEC. You are urged to carefully review and consider the cautionary statements and other disclosures made in those filings, specifically those under the heading “Risk Factors.” The Company does not undertake any duty to update any forward-looking statement except as required by law.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

99.1	Press Release issued August 28, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2020

WEYLAND TECH, INC.

By: /s/ Brent Y. Suen Name:Brent Y. Suen Title: Chief Executive Officer

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8-K 1 ea126401-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

WEYLAND TECH INC.

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 1, 2020, Logiq, Inc., a Delaware corporation (the “Company”), made several changes at both the officer and director levels as part of a strategic shift in operating responsibilities.

Board Appointments and Resignations

Effective as of September 1, 2020, Wilson Rondini III and Eddie Foong, two members of the Company’s Board of Directors (the “Board”), resigned from the Board. Concurrently, Mr. John MacNeil was appointed as a member of the Board.

Mr. MacNeil has more than 30 years of experience in the financial services and technology industries. He has advised technology, financial technology and renewable energy companies on strategic relationships, financial forecasting, investor relations and capital formation. He previously served as a portfolio manager for technology funds at Schroders Investment Management. He holds a Bachelor of Electrical Engineering from University of Connecticut and MBA from Columbia Business School.

Each of Mr. Rondini III’s and Mr. Foong’s resignation did not result from a disagreement with the Company or on any matter relating to the Company’s operations, policies, or practices.

Effective as of September 1, 2020, Mr. Foong shall be allowed to attend future meetings of the Board in a non-voting observer capacity. In no event shall Mr. Foong be deemed to be a member of the Board, or have the right to vote on any matter under consideration by the Board, or otherwise have any power to cause the Company to take, or not to take, any action under consideration by the Board.

Effective as of September 1, 2020, Brent Suen, a current director of the Board, was appointed as Executive Chairman of the Board. Matthew Burlage, the former Chairman of the Board, remains as an independent director of the Board, a member and Chairperson of the Company’s Compensation Committee, a member of the Company’s Nomination Committee, and as a member of the Company’s Governance Committee.

Officer Appointments and Resignations

On September 1, 2020, Brent Suen resigned as Chief Executive Officer (“CEO”) of the Company. Mr. Suen will continue to serve as the Company’s President as well as Executive Chairman of the Board as described above. Concurrently, Tom Furukawa, the current Chief Technology Officer (“CTO”) of the Company’s wholly-owned subsidiary, DataLogiq, was appointed as the Company’s CEO.

Mr. Furukawa, 48, has served in senior level management roles over the last 26 years for some of the world’s most successful companies, including IBM Tivoli (a division of NYSE-traded IBM), Yahoo!, Kelley Blue Book, The Enthusiast Network, The Rubicon Project, Enstigo, ZEFR, and the Ad Exchange Group. Mr. Furukawa has been on the forefront of major changes in the online ad and marketing industry, and brings to the Company deep experience in the development and product management for advertising and digital media technologies. As a recognized industry-thought leader, Mr. Furukawa has refined the craft of creating products that automate and streamline today’s fast-growing programmatic ad marketplace.

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Mr. Furukawa previously served as the Chief Product Officer of ConversionPoint Technologies, Inc. (“CPT”), a leading eCommerce technology platform for direct-to-consumer performance marketing. At CPT, he led product development and drove innovation which delivered exceptional value for major enterprise customers that included Intel, Samsung, Nikon, and Logitech.

Mr. Furukawa holds a B.S. in Information and Computer Science from the University of California, Irvine.

In connection with Mr. Furukawa’s appointment to the role of CEO, Mr. Furukawa and the Company entered into an Executive Employment Agreement (the “Employment Agreement”). The Employment Agreement has a one-year term that is automatically extended for successive six (6) month terms, unless terminated earlier by the parties, and provides for an annual base salary of $275,000. Mr. Furukawa is also entitled to receive (i) a bonus of up to $180,000, (ii) additional equity incentive compensation to be determined at a later date, and (iii) certain payments and/or severance payments in the event that there is a change of control in the Company and/or if Mr. Furukawa resigns or is terminated from the Company for cause or without cause, as applicable, pursuant to the terms and conditions of the Employment Agreement.

There is no arrangement or understanding between Mr. Furukawa and any other person pursuant to which Mr. Furukawa was appointed as an executive officer. There are no family relationships between Mr. Furukawa and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Furukawa is not a participant in, nor is Mr. Furukawa to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The foregoing description of the terms of the Employment Agreement does not purport to be complete, and is qualified in its entirety by reference to the full text of the Employment Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure

On September 3, 2020, the Company issued a press release announcing the appointment of Mr. Furukawa as the Company’s CEO. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

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Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the Employment Agreement, issuing incentive compensation, the potential adoption of an equity incentive plan, business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
10.1		Executive Employment Agreement, dated as of September 1, 2020
99.1		Press Release, dated as of September 3, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: September 4, 2020

By: /s/ Brent Y. Suen Brent Y. Suen, President

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8-K 1 ea127349-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 25, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815 46-5057897 (Commission (I.R.S. Employer File Number) Identification No.)

85 Broad Street, 16-079 New York, NY 10004 (Address of principal executive offices) (Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report.): N/A

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

Emerging growth company ☐

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Item 7.01 Regulation FD Disclosure

On September 25, 2020, Logiq, Inc. (the “Company”) issued a press release regarding the commencement of trading of its securities quoted on OTCQX marketplace of OTC Markets under the Company’s new name, Logiq, Inc., and the new symbol: “LGIQ”. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by reference.

Cautionary Statements

Item 8.01 Other Events.

We previously reported in a Current Report on Form 8-K filed with the SEC on August 6, 2020 that on July 31, 2020, the Company filed a Certificate of Amendment to its Certificate of Incorporation with the Secretary of State of the State of Delaware to effect a change of the Company’s name to Logiq, Inc. (the “Name Change”). In connection with the Name Change, we submitted to the Financial Industry Regulatory Authority, Inc. (“FINRA”) a voluntary request for the change of our trading symbol. On September 24, 2020, FINRA notified us that the Name Change would take effect on the over-the-counter market at the start of business on September 25, 2020. At the open of trading on September 25,2020, our trading symbol changed from "WEYL" to "LGIQ."

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release issued September 25, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 25, 2020

LOGIQ, INC.

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: President

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8-K 1 ea127622-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 30, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission File Number) (IRS Employer incorporation) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Adoption of 2020 Equity Incentive Plan

On September 30, 2020, Logiq, Inc., a Delaware corporation (the “Company”), adopted an equity compensation plan entitled the Logiq, Inc. 2020 Equity Incentive Plan (the “Plan”). Pursuant to the Plan, the Company reserved up to 2,000,000 shares of common stock for issuance under the Plan.

The Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including incentive stock options, non-qualified stock options, restricted stock grants, unrestricted stock grants and restricted stock units.

Plan Administration . As used herein with respect to the Plan, the “Board of Directors” refers to any committee the Board of Directors appoints as well as to the Board of Directors itself. Subject to the provisions of the Plan, the Board of Directors has the power to construe and interpret the Plan and awards granted under it and to determine the persons to whom and the dates on which awards will be granted, the number of shares of common stock to be subject to each award, the time or times during the term of each award within which all or a portion of such award may be exercised, the exercise price, the type of consideration and other terms of the award. Subject to the limitations set forth below, the Board of Directors will also determine the exercise price of options granted under the Plan and, with the consent of any adversely affected option holder, may reduce the exercise price of any outstanding option, cancel an outstanding option in exchange for a new option covering the same or a different number of shares of common stock or another equity award or cash or other consideration, or any other action that is treated as a repricing under generally accepted accounting principles. All decisions, determinations and interpretations by the Board of Directors regarding the Plan shall be final and binding on all participants or other persons claiming rights under the Plan or any award.

Options . Options granted under the Plan may become exercisable in cumulative increments (“vest”) as determined by the Board of Directors. Such increments may be based on continued service to the Company over a certain period of time, the occurrence of certain performance milestones, or other criteria. Options granted under the Plan may be subject to different vesting terms. The Board of Directors has the power to accelerate the time during which an option may vest or be exercised. In addition, options granted under the Plan may permit exercise prior to vesting, but in such event the participant may be required to enter into an early exercise stock purchase agreement that allows the Company to repurchase unvested shares, generally at their exercise price, should the participant’s service terminate before vesting. To the extent provided by the terms of an option, a participant may satisfy any federal, state or local tax withholding obligation relating to the exercise of such option by a cash payment upon exercise, by authorizing the Company to withhold a portion of the stock otherwise issuable to the participant, or by such other method as may be set forth in the option agreement. The maximum term of options under the Plan is 10 years, except that in certain cases the maximum term of certain incentive stock options is five years. Options under the Plan generally terminate three months after termination of the participant’s service. Incentive stock options are not transferable except by will or by the laws of descent and distribution, provided that a participant may designate a beneficiary who may exercise an option following the participant’s death. Non-statutory stock options are transferable to the extent provided in the option agreement.

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Stock Bonuses and Restricted Stock Awards. Subject to certain limitations, the consideration, if any, for restricted stock unit awards must be at least the par value of our common stock. The consideration for a stock unit award may be payable in any form acceptable to the Board of Directors and permitted under applicable law. The Board of Directors may impose any restrictions or conditions upon the vesting of restricted stock unit awards, or that delay the delivery of the consideration after the vesting of stock unit awards, that it deems appropriate. Restricted stock unit awards are settled in shares of the Company’s common stock. Dividend equivalents may be credited in respect of shares covered by a restricted stock unit award, as determined by the Board of Directors. At the discretion of the Board of Directors, such dividend equivalents may be converted into additional shares covered by the restricted stock unit award . If a restricted stock unit award recipient’s service relationship with the Company terminates, any unvested portion of the restricted stock unit award is forfeited upon the recipient’s termination of service.

Certain Adjustments . Transactions not involving receipt of consideration by the Company, such as a merger, consolidation, reorganization, recapitalization, reincorporation, reclassification, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, or a change in corporate structure may change the type(s), class(es) and number of shares of common stock subject to the Plan and outstanding awards. In that event, the Plan will be appropriately adjusted as to the type(s), class(es) and the maximum number of shares of common stock subject to the Plan, and outstanding awards will be adjusted as to the type(s), class(es), number of shares and price per share of common stock subject to such awards.

A copy of the Plan and related form agreements is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Board Appointment

On September 30, 2020, Mr. Josh Jacobs was appointed as an independent director to the Company’s Board of Directors (the “Board”). The Board now consists of seven (7) members, four of which are considered to be independent directors.

Mr. Jacobs, a pioneer in the programmatic media-buying industry, has led innovative technology companies on a global scale. Mr. Jacobs also serves as an executive director of Maven, Inc. (OTC:MVEN), a media platform for digital publishers. Built through acquisitions, Mr. Jacobs co-led the fundraising, acquisition and integration of 4 media companies (including Sports Illustrated and Jim Cramer’s TheStreet.com) over a 3 year period of time. Under his leadership, Maven grew from a pre-product/pre-revenue startup, to a market leading platform serving over 110 million readers monthly and generating more than $100 million in revenue.

Prior to Maven, Mr. Jacobs was the Global CEO of Accuen, an Omnicom agency, and a president of Omnicom Media Group. Mr. Jacobs grew Accuen from a single office in Chicago, to a global powerhouse with employees in over 65 countries.

Mr. Jacobs has held senior global executive roles in market leading technology companies including:

President of Services at Kik Interactive where Mr. Jacobs lead the team creating a developer and partner ecosystem, powered by one of the world’s leading chat and messaging platforms.
SVP of Advertising Products and Global Marketing at Glam Media (Mode Media) where Mr. Jacobs oversaw all aspects of brand advertising, applications and ad partners as well as the Glam Publisher Network of 1,400 sites. He was also responsible for Glam Media’s global marketing, including brand and agency marketing, corporate communications and research.
VP and General Manager of Marketing Technology at Yahoo! where he was responsible for driving Yahoo!'s advertising technology and publisher network display partnership strategy as well as driving the business operations supporting the company's advertising platform business, as General Manager of the RightMedia Exchange.
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Mr. Jacobs has also led multiple early stage companies through the creation of their initial products, fundraising, and scaling of operations including roles as President of X1, an Idealab company and Co-founder of small business publishing platform Bigstep.com. Mr. Jacobs continues to support the startup ecosystem as a board member, investor and advisor to numerous technology and media startups. In addition to Maven, Mr. Jacobs sits on the board of Resonant (NASD:RESN), and Invoca (privately held).

There is no arrangement or understanding between Mr. Jacobs and any other person pursuant to which Mr. Jacobs was selected as a director of the Board. Mr. Jacobs is not a participant in, nor is he to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Officer Appointment

On September 30, 2020, the Company appointed Daniel Urbino to the position of Chief Operating Officer of the Company.

Mr. Urbino, 34, brings over a decade of experience in corporate finance and accounting, strategy, and operations, working with startups to large publicly-traded companies with over $2B in annual revenue.

Mr. Urbino previously served as the Chief Operating Officer of ConversionPoint Technologies, Inc. (“ConversionPoint”) where he was responsible for corporate budgeting and forecasting while focusing on revenue generating activities and scaling high performing teams. In this position, Mr. Urbino also played a key role in several mergers and acquisition transactions, including the sale of two subsidiaries. Prior to ConversionPoint, Mr. Urbino served in a senior leadership role for a division of VCA Inc. that was responsible for approximately $400M in annual revenue.

Mr. Urbino earned his B.A. from the University of California, Santa Barbara and subsequently obtained his MBA from the University of Southern California where he focused on strategy, finance, and entrepreneurship. Mr. Urbino also obtained his CPA license in the state of California.

There is no arrangement or understanding between Mr. Urbino and any other person pursuant to which Mr. Urbino was appointed as an executive officer. There are no family relationships between Mr. Urbino and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Urbino is not a participant in, nor is Mr. Urbino to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Item 7.01 Regulation FD Disclosure

On October 1, 2020, the Company issued a press release announcing the appointment of Mr. Jacobs as a director of the Board. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forwardlooking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forwardlooking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

Exhibit No.		Description
10.1		Logiq, Inc. 2020 Equity Incentive Plan and related form agreements
99.1		Press Release, dated as of October 1, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: October 1, 2020

By: /s/ Tom Furukawa

Tom Furukawa, Chief Executive Officer

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8-K 1 ea128134-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 13, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐[Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)]
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On October 13, 2020, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 150,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchaser at an offering price of $5.00 per share.

The Registered Offering resulted in gross proceeds of approximately $750,000 before deducting offering expenses. The Shares 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 (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about October 13, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

The foregoing summary of the Purchase Agreement does not purport to be complete and is subject to, and qualified in its entirety by, such document attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), and which is incorporated herein by reference.

The Company is filing the opinion of its counsel, Procopio, Cory, Hargreaves & Savitch LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto and is incorporated by reference.

This Report does not constitute an offer to sell any securities or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP

10.1 Form of Stock Purchase Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: October 14, 2020

By: /s/ Tom Furukawa

Tom Furukawa, Chief Executive Officer

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8-K 1 ea129507-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815

46-5057897

(Commission File Number) (IRS Employer Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Officer Appointment

On November 4, 2020, the Company appointed Steven J. Hartman to the position of Chief Product Officer of the Company.

Mr. Hartman brings over 25 years of experience in enterprise software and marketing at major technology companies. Mr. Hartman previously served as the vice present of global marketing at Kenshoo, a digital advertising platform that connects marketers and customers, where he instituted marketing programs that increased topline growth, reduced marketing spend and grew the bottom line. He served as vice president of product marketing at Acxiom (now LiveRamp Holdings), a SaaS-based data connectivity platform, where he co-led product positioning and awareness of the LiveRamp acquisition, a data connectivity platform acquired by Acxiom. He served as vice president of marketing at Viglink (now Sovrn) and at The Rubicon Project

He held several senior level product and marketing roles at Yahoo! and IBM. At Yahoo!, he managed a product management team that successfully launched and grew the company’s display advertising platform. At IBM, he developed and executed multi-touch marketing campaigns for Tivoli’s line of J2EE-based solutions that generated $285 million in annual revenue.

An accomplished MarTech innovator, Hartman is named on several technology patents covering programmatic advertising, private exchange, and inventory ad tagging innovations. Mr. Hartman earned his B.S. with Honors in Industrial Engineering from Purdue University.

In connection with Mr. Hartman’s appointment to the role of Chief Product Officer, Mr. Hartman and the Company entered into an Executive Employment Agreement (the “Employment Agreement”). The Employment Agreement has a one-year term that is automatically extended for successive six (6) month terms, unless terminated earlier by the parties, and provides for an annual base salary of $220,000. Mr. Hartman is also entitled to receive (i) a bonus of up to $88,000, (ii) additional equity incentive compensation to be determined at a later date, and (iii) certain payments and/or severance payments in the event that there is a change of control in the Company and/or if Mr. Hartman resigns or is terminated from the Company for cause or without cause, as applicable, pursuant to the terms and conditions of the Employment Agreement.

There is no arrangement or understanding between Mr. Hartman and any other person pursuant to which Mr. Hartman was appointed as an executive officer. There are no family relationships between Mr. Hartman and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer. Mr. Hartman is not a participant in, nor is Mr. Hartman to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Item 7.01 Regulation FD Disclosure

On November 10, 2020, the Company issued a press release announcing the appointment of Mr. Hartman as Chief Product Officer. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forwardlooking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forwardlooking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

Exhibit No.		Description
10.1		Executive Employment Agreement by and between Logiq, Inc. and Steven J. Hartman, dated as of November 4, 2020
99.1		Press Release, dated as of November 10, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: November 10, 2020

By: /s/ Tom Furukawa

Tom Furukawa, Chief Executive Officer

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8-K 1 ea129507-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815

46-5057897

(Commission File Number) (IRS Employer Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Officer Appointment

On November 4, 2020, the Company appointed Steven J. Hartman to the position of Chief Product Officer of the Company.

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Item 7.01 Regulation FD Disclosure

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forwardlooking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forwardlooking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

Exhibit No.		Description
10.1		Executive Employment Agreement by and between Logiq, Inc. and Steven J. Hartman, dated as of November 4, 2020
99.1		Press Release, dated as of November 10, 2020

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: November 10, 2020

By: /s/ Tom Furukawa

Tom Furukawa, Chief Executive Officer

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8-K 1 ea131366-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 9, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 7.01 Regulation FD Disclosure.

On December 9, 2020, Logiq, Inc., a Delaware corporation (the “Company”), released a letter to its shareholders discussing recent corporate developments. A copy of this shareholder letter is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K (“Current Report”).

Forward Looking Statements

-1-

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Letter to Shareholders, dated December 9, 2020.

-2-

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: December 9, 2020

By: /s/ Brent Y. Suen Brent Y. Suen President and Executive Chairman

-3-

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8-K 1 ea131641-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 11, 2020

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On December 11, 2020, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an investor (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 176,470 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $8.50 per share.

The Registered Offering resulted in gross proceeds of approximately $1,500,000 before deducting offering expenses. The Shares 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 (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about December 15, 2020, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP 10.1 Form of Stock Purchase Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: December 15, 2020

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea132854-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Board Appointment

Effective January 6, 2021, Lea Hickman was appointed as an independent director to the Board of Directors (the “Board”) of Logiq, Inc., a Delaware corporation (the “Company”). The Company’s Board now consists of eight (8) members, five (5) of which are considered to be independent directors.

There is no arrangement or understanding between Ms. Hickman and any other person pursuant to which Ms. Hickman was selected as a director of the Board. Ms. Hickman is not a participant in, nor is she to be a participant in, any related-person transaction or proposed related-person transaction required to be disclosed by Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934, as amended.

Item 7.01 Regulation FD Disclosure

On January 7, 2021, the Company issued a press release announcing the appointment of Ms. Hickman as a member of the board. A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Forward Looking Statements

This Current Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the Employment Agreement, issuing incentive compensation, the potential adoption of an equity incentive plan, business strategy, and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated as of January 7, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: January 7, 2021

By: /s/ Brent Y. Suen Brent Y. Suen, President

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8-K 1 ea133206-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01. Entry into a Material Definitive Agreement.

On January 12, 2021, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 101,694 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $8.50 per share.

The Registered Offering resulted in gross proceeds of approximately $864,000 before deducting offering expenses. The Shares 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 (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about January 14, 2021, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

5.1 Opinion of Procopio, Cory, Hargreaves & Savitch LLP

10.1 Form of Stock Purchase Agreement

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: January 14, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea137081-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 3, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(808) 829-1057

(Former name or former address, if changed since last report)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company o

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Item 1.01 Entry into a Material Definitive Agreement

On March 3, 2021, Logiq, Inc., a Delaware corporation (the “Company”), 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon consummation of the transactions contemplated by the Merger Agreement (the “Closing”), the parties intend to effect a merger of Merger Sub with and into Rebel AI, whereby the separate existence of Merger Sub will cease and Rebel AI will become a wholly-owned subsidiary of the Company (the “Merger”). Although the parties have entered into the Merger Agreement, the parties intend to consummate the Merger upon satisfaction or waiver of the conditions set forth in the Merger Agreement.

As consideration for the Merger, at the Closing, the Company will deliver to those persons set forth in the Merger Agreement an aggregate 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.

Effective upon Closing, the Company shall enter into employment agreements with certain key executives of Rebel AI. Further, each of the principal Rebel AI stockholders has agreed to enter into a noncompetition agreement with the Company. Effective upon the Closing, all stock options of Rebel AI outstanding, whether or not exercisable, whether or not vested as of the Closing, which are outstanding immediately prior to the Closing and have not been exercised in connection with the Closing shall be terminated.

The Merger Agreement contains standard representations, warranties, covenants, indemnification and other terms customary in similar transactions. Among the covenants set forth in the Agreement, neither Rebel AI nor any of its representatives may participate in any communications or negotiations with, or provide any non-public information to, any person or entity with respect to any potential acquisition transaction or enter into any agreement with respect to such a transaction.

Consummation of the Merger is subject to various closing conditions, including, without limitation, (i) receipt of the Rebel AI stockholder approval, (ii) the absence of any injunction, judgment or ruling preventing the consummation of the Merger; (iii) the accuracy of the representations and warranties made by the Parties immediately prior to Closing; (iv) the performance by the parties in all material respects of their covenants, obligations and agreements under the Agreement; (v) the absence of any material adverse effect with respect to the businesses and operations of the Company or Rebel AI; and (vi) the completion and delivery of audited financial statements of Rebel AI to the Company.

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The Agreement contains customary termination rights for the Parties, including: (i) by mutual consent of the Company and Rebel AI; (ii) by the Company or the Rebel AI, upon a material breach of any representation, warranty, covenant, or agreement on the part of any other Party, as set forth in the Agreement; (iii) by either the Company or Rebel AI, if there is any decree, judgment, injunction, or other order of any governmental entity that is final and non-appealable and that prevents the consummation of the Merger; or (iv) by either the Company or the Rebel AI if the Closing shall not have occurred on or before May 22, 2021.

The foregoing summary of the terms of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the document, a copy of which is attached as Exhibit 2.1 to this Current Report on Form 8-K (“Current Report”).

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

2.1 Agreement and Plan of Merger by and among Logiq, Inc., RAI Acquisition Sub, Inc., Rebel AI, Inc, and Emmanuel Puentes, dated as of March 3, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: March 5, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea137339-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01 Entry into a Material Definitive Agreement

On March 8, 2021, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Purchaser”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 100,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchaser at an offering price of $5.00 per share.

The Registered 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 effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about March 10, 2021, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

The Company is filing the opinion of its counsel, Procopio, Cory, Hargreaves & Savitch LLP, relating to the legality of the issuance and sale of the Shares, as Exhibit 5.1 hereto, which legal opinion is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description

5.1	Opinion of Procopio, Cory, Hargreaves & Savitch LLP
10.1	Form of Stock Purchase Agreement
23.1	Consent of Procopio, Cory, Hargreaves & Savitch LLP (included within the opinion filed as Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: March 10, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea138607-8k_logicinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 29, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)

000-51815 46-5057897 (Commission (IRS Employer File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company o

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Item 2.01 Completion of Acquisition or Disposition of Assets.

As previously reported on a Current Report on Form 8-K (the “Prior 8-K) filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2021 by Logiq, Inc., a Delaware corporation (the “Company”), on March 3, 2021, the Company, 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”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which, upon consummation of the transactions contemplated by the Merger Agreement, the parties intended to effect a merger of Merger Sub with and into Rebel AI, whereby the separate existence of Merger Sub would cease and Rebel AI would become a wholly-owned subsidiary of the Company (the “Merger”). A copy of the Merger Agreement was attached as Exhibit 2.1 to the Prior 8-K and is incorporated herein by reference.

On March 29, 2021 (the “Closing Date”), the parties consummated the Merger and Rebel AI became a wholly-owned subsidiary of the Company.

Pursuant to the terms of the Merger Agreement, on the Closing Date, the Company issued an aggregate of 1,032,056 restricted shares (the “Shares”) of the Company’s common stock, of which 301,478 Shares were deposited in an escrow account, pending release in accordance with terms of the Merger Agreement. The Shares were valued at $6.634 per Share, which was the volume weighted average closing price of the Company’s common stock on the OTCQX for the twenty consecutive trading days ending on the trading day immediately prior to the Closing Date. The Shares were not registered under the Securities Act of 1933, as amended (the “Securities Act”).

The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached to the Prior 8-K as Exhibit 2.1 and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 2.01 of this Current Report on Form 8-K (“Current Report”) is incorporated by reference into this Item 3.02.

The issuance of the shares of the Company’s Common Stock on the Closing Date is exempt from registration under the Securities Act in reliance on exemptions from the registration requirements of the Securities Act in transactions not involved in a public offering pursuant to Section 4(a)(2) of the Act and Rule 506(b) of Regulation D, as promulgated by the SEC thereunder.

Item 7.01 Regulation FD Disclosure

On March 30, 2021, the Company issued a press release announcing the consummation of the Merger. A copy of this press release is attached as Exhibit 99.1 to this Current Report.

The information set forth under Item 7.01 of this Current Report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

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Forward Looking Statements

This Current Report, including Exhibit 99.1 attached hereto, contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding the consummation of the Merger and related plans are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forwardlooking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forward-looking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Business Acquired.

As permitted by Item 9.01(a)(3) of Form 8-K, the financial statements required by Item 9.01(a) of Form 8-K will be filed by the Company by an amendment to this Current Report not later than 71 days after the date upon which this Current Report must be filed.

(b) Pro Forma Financial Information.

As permitted by Item 9.01(b)(2) of Form 8-K, the pro forma financial information required by Item 9.01(b) of Form 8-K will be filed by the Company by an amendment to this Current Report not later than 71 days after the date upon which this Current Report must be filed.

(d) Exhibits

Exhibit No. Description 99.1 Press Release, dated March 30, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: March 30, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea138610-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 30, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815 46-5057897

(Commission File Number) (IRS Employer Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

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Item 2.02 Results of Operations and Financial Conditions

On March 30, 2021, Logiq, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and full year ended December 31, 2020.

A copy of this press release is attached hereto as Exhibit 99.1 and is being furnished with this Current Report on Form 8-K.

In accordance with General Instructions B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

Press Release, dated March 30, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: March 30, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea139581-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 15, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware 000-51815 46-5057897 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 1.01 Entry into a Material Definitive Agreement

On April 15, 2021, Logiq, Inc., a Delaware corporation (the “Company”), entered into a Stock Purchase Agreement (the “Purchase Agreement”) with certain investors (the “Purchasers”), pursuant to which the Company agreed to issue and sell, in a registered direct offering (the “Registered Offering”), 304,000 shares (the “Shares”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), to the Purchasers at an offering price of $5.00 per share.

The Registered 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 effective shelf registration statement on Form S-3 (Registration No. 333-248069), which was initially filed with the Securities and Exchange Commission (the “Commission”) on August 17, 2020, and was declared effective on August 26, 2020. The Registered Offering is expected to close on or about April 16, 2021, subject to the satisfaction of customary closing conditions. The Purchase Agreement also contains customary conditions to closing, representations and warranties of the Company.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

5.1	Opinion of Procopio, Cory, Hargreaves & Savitch LLP
10.1	Form of Stock Purchase Agreement
23.1	Consent of Procopio, Cory, Hargreaves & Savitch LLP (included within the opinion filed as Exhibit 5.1)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: April 16, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea139941-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 21, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51815

46-5057897

(State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code:

(808) 829-1057

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On April 21, 2021, Logiq, Inc., a Delaware corporation (the “Company”), in connection with the Company’s potential listing 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 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. In addition, the Company amended and restated the form agreements for awards made pursuant to the Company’s Amended and Restated 2020 Equity Incentive Plan (the “A&R Plan”) to reflect the foregoing changes.

The Company’s A&R Plan and amended form award agreements were approved by the Company’s Board of Directors on April 21, 2021. The A&R Plan remains subject to shareholder approval, which the Company shall undertake to obtain as soon as reasonably practicable, but in no even later than one year from the amendment date. In the event that the Company does not obtain the requisite shareholder approval of the A&R Plan within one year, the A&R Plan shall not be effective and the form agreements for awards made thereunder shall revert to their original form.

The foregoing summary of the A&R Plan and related amended form agreements does not purport to be complete and is subject to, and qualified in its entirety by, the full texts of such documents, copies of which are attached as Exhibit 10.1 to this Current Report on Form 8-K (this “Report”), which is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On April 21, 2021, the Company’s Board of Directors (the “Board”), in connection with the Company’s potential listing 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 is therefore, subject to shareholder approval. The Company intends to submit a proposal to shareholders to approve the Policy and related changes to the Company’s Bylaws as soon as reasonably practicable.

Under the Policy, 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.

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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.

Forward Looking Statements

This Current Report on Form 8-K (“Current Report”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this Current Report, including statements regarding any potential listing on the NEO Exchange and the approval of the Policy and the adoption of amended Bylaws by the Company’s shareholders are forward-looking statements. These statements involve known and unknown risks, uncertainties and other important factors that may cause the Company’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. In addition, projections, assumptions and estimates of the Company’s future performance and the future performance of the markets in which the Company operates are necessarily subject to a high degree of uncertainty and risk. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “would,” “could,” “should,” “expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the negative of these terms or other similar expressions. The forward-looking statements in this Current Report are only predictions. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, operating results, business strategy, short-term and long-term business operations and objectives. These forwardlooking statements speak only as of the date of this Current Report and are subject to a number of risks, uncertainties and assumptions. The events and circumstances reflected in such forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties may emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties. Except as required by applicable law, the Company does not plan to publicly update or revise any forwardlooking statements contained herein, whether as a result of any new information, future events, changed circumstances or otherwise.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

10.1 Logiq, Inc. Amended and Restated 2020 Equity Incentive Plan and related form agreements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: April 27, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea141038-8k_logiqinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 17, 2021

LOGIQ, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-51815 46-5057897

(State or other jurisdiction of (Commission (IRS Employer incorporation) File Number) Identification No.)

85 Broad Street, 16-079 New York, New York 10004

(Address of Principal Executive Offices)

(808) 829-1057

Registrant’s telephone number, including area code:

(Former name or former address, if changed since last report)

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None	N/A	N/A

Emerging growth company ☐

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Item 2.02 Results of Operations and Financial Condition

The information provided below in “Item 7.01 - Regulation FD Disclosure” of this Current Report on Form 8-K is incorporated by reference into this Item 2.02.

Item 7.01 Regulation FD Disclosure

On May 17, 2021, Logiq, Inc. (the “Company”), issued a press release regarding the Company’s financial results for its fiscal quarter ended March 31, 2021. A copy of that press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

Exhibit 99.1 contains forward-looking statements. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed in these forward-looking statements.

The information set forth under Item 7.01 of this Current Report on Form 8-K (“Current Report”), including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section. The information in Item 7.01 of this Current Report, including Exhibit 99.1, shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any incorporation by reference language in any such filing, except as expressly set forth by specific reference in such a filing. This Current Report will not be deemed an admission as to the materiality of any information in this Current Report that is required to be disclosed solely by Regulation FD.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description

99.1 Press Release, dated May 17, 2021

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LOGIQ, INC.

Dated: May 17, 2021

By: /s/ Brent Suen Brent Suen President and Executive Chairman

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8-K 1 ea125099-8k_weylandtech.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 31, 2020

WEYLAND TECH, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-51815

(Commission File Number)

46-5057897

(I.R.S. Employer Identification No.)

85 Broad Street, 16-079

New York, NY

(Address of principal executive offices)

10004

(Zip Code)

Registrant’s telephone number, including area code: (808) 829-1057

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered None N/A N/A

Emerging growth company ☐

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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On July 31, 2020, Weyland Tech, Inc. a Delaware corporation (the “Company”), filed a Certificate of Amendment to the Company’s Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a change of the Company’s name to Logiq, Inc. The Certificate of Amendment became effective upon filing with the Secretary of State of the State of Delaware.

A copy of the Certificate of Amendment is filed in Exhibit 3.1 to this Current Report on Form 8-K (the “Report”) and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description 3.1 Certificate of Amendment

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5/29/2021

https://www.sec.gov/Archives/edgar/data/0001335112/000121390020020612/ea125099-8k_weylandtech.htm

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 6, 2020

WEYLAND TECH, INC.

By: /s/ Brent Y. Suen Name: Brent Y. Suen Title: Chief Executive Officer

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AI assistant

Logiq, Inc. — Board/Management Information 2021

48016_rns_2021-06-15_b35bdc6f-9ca8-418e-950d-78fd0520ac56.pdf

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Weyland Tech, Inc.

ITEM 5.02 – DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

(D) Appointment of Directors

SIGNATURES

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

August 16, 2018

Weyland Tech, Inc.

Item 8.01 Other Events.

Item 9.01. Exhibits. Financial Statements and Exhibits

SIGNATURES

WEYLAND TECH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 8-K/A Amendment #1

CURRENT REPORT

Weyland Tech, Inc.

Item 8.01 Other Events.

Update on Spin-off

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

WEYLAND TECH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K

CURRENT REPORT

Weyland Tech, Inc.

Item 8.01 Other Events.

Item 9.01. Financial Statements and Exhibits

SIGNATURES

WEYLAND TECH INC.

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Weyland Tech, Inc.

N/A

Item 1.01 Entry into a Material Definitive Agreement

Item 3.02 Unregistered Sales of Equity Securities

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

WEYLAND TECH INC.

(808) 829-1057

N/A

ITEM 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

SIGNATURES

WEYLAND TECH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 19, 2019

WEYLAND TECH INC.

N/A

Emerging growth company ☐

Item 1.01. Entry into a Material Definitive Agreement.

Item. 3.02. Unregistered Sales of Equity Securities.

SIGNATURES

WEYLAND TECH INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 16, 2019

Item 1.01 Entry into a Material Definitive Agreement

Item 7.01 Regulation FD Disclosure

Forward Looking Statements

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

SIGNATURES

WEYLAND TECH INC.

8-K 1 f8k010820_weylandtechinc.htm CURRENT REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Logiq, Inc. Board/Management Information 2021