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    LGIQ   US5414401035

LOGIQ, INC.

(LGIQ)
  Report
Delayed OTC Markets  -  11:54 2022-10-06 am EDT
0.3500 USD   -5.41%
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LOGIQ, INC. Management's Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

05/16/2022 | 05:58pm EDT

The following discussion and analysis of our financial condition and operating results should be read in conjunction with our consolidated financial statements and related notes to those statements included elsewhere in this Quarterly Report on Form 10-Q. This document contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact contained in this document and the materials accompanying this document are forward-looking statements. The forward-looking statements are based on the beliefs of our management, as well as assumptions made by and information currently available to our management. Frequently, but not always, forward-looking statements are identified by the use of the future tense and by words such as "believes," expects," "anticipates," "intends," "will," "may," "could," "would," "projects," "continues," "estimates" or similar expressions. Forward-looking statements are not guarantees of future performance and actual results could differ materially from those indicated by the forward-looking statements. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our or our industry's actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by the forward-looking statements. The forward-looking statements contained or incorporated by reference in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended ("Securities Act") and Section 21E of the Securities Exchange Act of 1934, as amended ("Exchange Act") and are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements include declarations regarding our plans, intentions, beliefs, or current expectations. Among the important factors that could cause actual results to differ materially from those indicated by forward-looking statements are the risks and uncertainties described under "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021 filed with the Securities and Exchange Commission ("SEC"), and elsewhere in this document and in our other filings with the SEC. Forward-looking statements are expressly qualified in their entirety by this cautionary statement. The forward-looking statements included in this document are made as of the date of this document and we do not undertake any obligation to update forward-looking statements to reflect new information, subsequent events, or otherwise.



Use of Terms


Except as otherwise indicated by the context and for the purposes of this report only, references in this report refer to the following:

? "Logiq, Inc. (Delaware) (formerly known as Weyland) the "Company," "we," "us,"

or "our," are to the business of Logiq, Inc. (Delaware), a Delaware

   corporation;



? DataLogiq and Logiq, Inc. (Nevada), a Nevada corporation, a business segment

    of the Company;



? AppLogiq, a business segment of the Company, which is owned by Lovarra, a

majority owned subsidiary of the Company;

? PAY/GOLogiq or Weyland International Perkasa, an Indonesian associate of the

   Company;



? "SEC" are to the Securities and Exchange Commission;

? "Securities Act" are to the Securities Act of 1933, as amended;

? "Exchange Act" are to the Securities Exchange Act of 1934, as amended;




       ?   "U.S. dollars," "dollars" and "$" are to the legal currency of the
           United States.




Overview


The Company offers solutions that help small-to-medium-sized businesses ("SMBs") to provide access to and reduce transaction friction of e-commerce for their clients globally. The Company's solutions are provided through (i) its "AppLogiq" business segment (operated as CreateApp (https://www.createapp.com/), which allows SMBs to establish their point-of-presence on the web, and (ii) "DataLogiq" business segment, a digital marketing analytics business unit that offers proprietary data management, audience targeting and other digital marketing services that improve an SMB's discovery and branding within the vast e-commerce landscape.

The Company enables SMBs to create a mobile app for their business without the need of technical knowledge, high investment, or background in IT by utilizing AppLogiq's CreateApp platform that is offered as a Platform as a Service ("PaaS") to the Company's customers. The Company's DataLogiq business segment offers online marketing solutions on a performance marketing and self-serve, Software as a Service ("SaaS") basis.

We provide our PaaS and digital marketing to SMBs in a wide variety of industry sectors. We believe that SMBs can increase their sales, reach more customers, and promote their products and services using our affordable and cost-effective solutions. We recognize revenue on a pay to use subscription basis when our customers use our PaaS platform to create mobile apps for their business and on our SaaS platform when provisioning services for their marketing campaigns. We also recognize revenue on a cost per lead ("CPL") basis and other metrics for engagements undertaken on a performance marketing basis.



                                       26




The Company continues to expand its portfolio of offerings and the industries they serve:



       ?   In May 2018, the Company expanded its portfolio to fintech applications
           with the launch of its PayLogiq mobile payments platform in Indonesia.




       ?   In the fall of 2019, the Company expanded its portfolio to
           short-distance food delivery service with the launch of GoLogiq, a PaaS
           platform that provides mobile payment capabilities for the local food
           delivery service industry in Indonesia.




       ?   In January 2020, the Company completed the acquisition of substantially
           all of the assets of Push Holdings, Inc.. This acquired business, which
           the Company has rebranded as its DataLogiq division, operates a
           consumer data management platform powered by lead generation, online
           marketing, and multichannel reengagement strategies through its owned
           and operated brands. DataLogiq has developed a proprietary data
           management platform and integrated with several third-party service
           providers to optimize the return on its marketing efforts. DataLogiq
           focuses on consumer engagement and enrichment to maximize its return on
           acquisition through repeat monetization of each consumer. DataLogiq
           also licenses its software technology and provides managed technology
           services to various other e-commerce companies. DataLogiq is located in
           Minneapolis, Minnesota, USA.




       ?   On November 2, 2020, the Company completed the acquisition of Fixel AI
           Inc. ("Fixel"), thereby acquiring its self-serve MarTech Audience
           Targeting platform as a further expansion of its DataLogiq product
           suite.




       ?   On March 29, 2021, the Company completed the acquisition of Rebel AI,
           Inc., thereby acquiring its "The Rebel AI" advertising platform as a
           further expansion of its DataLogiq product suite.




       ?   On June 21, 2021, the Company completed the Canadian IPO offering of
           1,976,434 units of its securities, consisting of shares common stock
           and warrants to purchase shares of common stock, on the NEO exchange in
           Canada.




      ?  On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a
         company beneficially owned entirely by the Company (the "Buyer"),
         Section 2383 LLC, a Wyoming limited liability company ("Seller"), Travis
         Phipps, an individual ("Phipps") and Robb Billy ("Billy" and, together
         with Phipps, the "Founders") and Travis Phipps, as Representative,
         entered into an asset purchase agreement (the "Battle Bridge Purchase
         Agreement") whereby the Buyer agreed to purchase from Seller and Seller
         agreed to sell to Buyer substantially all of the assets of Seller which
         represents the "Battle Bridge Labs" business (the "Battle Bridge
         Assets") (collectively, the "Transaction"). The consummation of the
         Transaction (the "Closing") occurred simultaneously with execution of
         the Battle Bridge Purchase Agreement on March 31, 2022.

         As consideration for the Buyer's acquisition of the Battle Bridge
         Assets, the Company agreed to pay $3,250,000 (the "Purchase Price")
         which consisted of $250,000 in cash (the "Cash Consideration") and the
         issuance of 2,912,621 shares of restricted common stock of the Company
         at $1.03 per share (the "Stock Consideration") (representing $3,000,000
         in Stock Consideration) which was the volume weighted average price
         (VWAP) of the Company's Common Stock as reported by Bloomberg LP for the
         twenty (20) trading days immediately prior to Closing. $500,000 in Stock
         Consideration was retained by the Company at the Closing and held as
         partial security to satisfy indemnification claims for a period of 12
         months following the Closing.

         In addition, the recipients of the Stock Consideration agreed to sign
         lock-up and leak-out agreements which provide that, following a 6-month
         lock-period and ending 18 months after Closing, any sales of the
         Company's common stock by such recipients do not exceed one percent (1%)
         of the then applicable thirty (30) day trading average volume of the
         Company's common stock as of such date.



Recent Corporate Developments

Amendment to Equity Incentive Plan

On April 21, 2021, in connection with the Company being listed on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO Exchange, amended and restated its 2020 Equity Incentive Plan (the "Plan") to provide that stock options issued under the plan (i) may not be transferred and (ii) may not have an exercise price less than the fair market value ("FMV") of such stock options as of the grant date. Pursuant to the A&R Plan (as defined below), FMV shall be determined as follows: (i) if the Company's common stock is then listed or admitted to trading on a national stock exchange, the FMV shall be either (x) the five-day volume weighted average trading price, calculated by dividing the total value by the total volume of securities traded on a national stock exchange for the relevant period, or (y) the closing price of the Company's common stock on a national stock exchange on the previous trading day prior to the date of grant of the award; or (y) if the Company's common stock is not then listed or admitted to trading on a national stock exchange, the FMV shall be a price determined by the administrator of the A&R Plan in good faith using any reasonable method of valuation.



                                       27




On October 22, 2021, the Company's board of directors unanimously approved the Company's Second Amended and Restated 2020 Equity Incentive Plan (the "Second A&R Plan"), subject to stockholder approval. The Second A&R Plan amends the Company's Plan to (i) incorporate those changes previously included in the First A&R Plan and (ii) increase the number of shares of common stock authorized for issuance thereunder from 2,000,000 shares to 5,000,000 shares. In addition, the Company amended and restated the form agreements for awards made pursuant to the Company's Second A&R Plan to reflect the foregoing changes.

The Company's Second A&R Plan and amended form award agreements were approved by the Company's stockholders on January 25, 2022, and adopted by the Company on the same day.

Amendments to Bylaws - Adoption of Majority Voting Policy

On April 21, 2021, the Company's Board of Directors (the "Board"), in connection with the Company being listed on the NEO Exchange in Canada and in order to comply with the corporate governance requirements of the NEO Exchange, approved and adopted a Majority Voting Policy for the election of directors (the "Policy"), which policy effectively alters the manner in which directors are elected under the Company's Bylaws, and was therefore, subject to shareholder approval.

On October 22, 2022, the Company's board of directors approved the adoption of its First Amended and Restated Bylaws (the "A&R Bylaws"), subject to shareholder approval. The A&R Bylaws amend and restate the Company's Bylaws in full and incorporate the Policy noted above, amongst other changes. The Company's Stockholders approved the Company's A&R Bylaws at a special meeting of stockholders on January 25, 2022.

Under the Policy incorporated into the A&R Bylaws, in an uncontested election, any director nominee who receives a greater number of votes "withheld" than votes "for" his or her election at a meeting of shareholders of the Company must promptly tender his or her resignation to the chairman of the Board. Following receipt of such resignation, the Governance Committee of the Board (the "Committee") will consider the resignation and recommend to the Board whether to accept such tendered resignation. Except in special circumstances, the Committee will be expected to accept and recommend acceptance of the resignation by the Board. A press release disclosing the Board's determination (and the reasons for rejecting the resignation, if applicable) will be issued within 90 days following the date of the relevant meeting of shareholders and a copy of the press release will be sent concurrently to the NEO Exchange, provided that the Company's common stock is then listed for trading on the NEO Exchange. The director's resignation, if accepted, will become effective immediately upon acceptance thereof by the Board.

Any director who tenders his or her resignation pursuant to the Policy will not participate in the recommendation of the Committee or the decision of the Board with respect to such resignation.



                                       28




Subject to any restrictions imposed by applicable law, where the Board accepts a resignation in accordance with the Policy, the Board may (i) leave the director vacancy unfilled until the next annual meeting of shareholders, (ii) fill the vacancy through the appointment of a new director, or (iii) call a special meeting of shareholders at which a new candidate will be presented to fill the vacant position.

The Policy applies only in circumstances involving an uncontested election of directors. For purposes of the Policy, an "uncontested election" of directors of the Company means an election held at any meeting of shareholders called for, either alone or with other matters, the election of directors, with respect to which the number of nominees for election is equal to the number of positions on the Board to be filled through the election to be conducted at such meeting.



AppLogiq Spin-Off


On December 15, 2021, we entered into various agreements with Lovarra, a Nevada corporation ("Lovarra") and public reporting subsidiary of the Company, pursuant to which the Company agreed to transfer its AppLogiq business to Lovarra, subject to customary conditions and approvals and completion of requisite financial statement audits (the "Separation"). Lovarra is a fully reporting U.S. public company, which is approximately 78.5% owned by the Company's wholly owned subsidiary GoLogiq LLC ("GoLogiq"). In connection with the Separation, the Company intends to distribute, on a pro rata basis, 100% of the Company's ownership interests in Lovarra to the Company's shareholders of record as of December 30, 2021 (the "Record Date") (the "Distribution," and collectively with the "Separation," the "Spin Off"), which Distribution of said shares is expected to occur six months from completion of the Separation (the "Distribution Date").

On January 27, 2022, we completed the transfer of our AppLogiq business to Lovarra. In connection with the completion of the transfer of AppLogiq to Lovarra, Lovarra issued 26,350,756 shares of its common stock to the Company (the "Lovarra Shares"). The Company will hold the Lovarra Shares until it distributes 100% of the Lovarra Shares to the Company's stockholders of record as of December 30, 2021 on a 1-for-1 basis (i.e. for every 1 share of Logiq held on December 30, 2021, the holder thereof will receive 1 share of Lovarra), which the Company intends to complete approximately 6 months from now, subject to customary conditions and approvals.

Until such time as the Distribution is complete, we will consolidate and report the financials of the AppLogiq business as a consolidated subsidiary of Logiq.

Ionic Ventures Purchase Agreement

On March 30, 2022, the Company, entered into a Purchase Agreement (the "Ionic Purchase Agreement") with Ionic Ventures, LLC ("Ionic"), whereby the Company has the right, but not the obligation, to sell to Ionic, and Ionic is obligated to purchase up to in the aggregate $40,000,000 worth of the Company's common stock (the "Purchase Shares"). Sales of common stock by the Company under the Ionic Purchase Agreement will be subject to certain limitations, and may occur from time to time, at the Company's sole discretion, over the 24-month period commencing on March 30, 2020 (the "Primary Commencement Date").

In connection with the execution of the Ionic Purchase Agreement, the Company registered 2,926,000 shares of common stock sold to Ionic in connection with the purchase of $3,000,000 in shares of common stock (the "Primary Shares") in connection with the initial purchase of Common Stock under the Ionic Purchase Agreement, which reflects an estimated value equal to the product of (A) the quotient of (y) the purchase amount (i.e., $3,000,000) divided by (z) the Pre-Settlement Regular Purchase Price (defined below), multiplied by (B) 125% (which Ionic may increase at its discretion). The "Pre-Settlement Regular Purchase Price" is equal to 80% of the closing price of the Company's common stock on the OTCQX Market on the date immediately preceding the Company's receipt of a purchase notice under the Ionic Purchase Agreement.

The Regular Purchase Price, which is the price at which future shares of common stock sold under the Ionic Purchase Agreement will be sold at, for the Purchase Shares shall equal 97% of the arithmetic average of the five lowest VWAPs during the period starting on the date that Ionic receives Pre-Settlement Regular Purchase Shares and ending on such date that the aggregate dollar volume of our common stock traded on our Principal Market equals five times the Purchase Amount, in the aggregate, subject to a five Trading Day minimum (provided, however, that each day on which Ionic has requested Purchase Shares which cannot be delivered to Ionic shall be excluded from such calculation). This is a forward pricing mechanism based on an estimate and true up and as of the date of this filing, the Regular Purchase Price has yet to be calculated.



                                       29




Also in connection with the execution of the Ionic Purchase Agreement, the Company issued a Warrant to purchase 631,579 shares of Common Stock (1.5% of the total $40,000,000 commitment amount) to Ionic for no consideration as a commitment fee, and has agreed to register the shares issuable upon exercise of the Warrant. The Warrant may be exercised for cash, but may also be exercised on a cashless exercise basis, which means the Company may not receive any proceeds from such cashless exercise. Under the Warrant, the Company does not have the right to control the timing and amount of any Warrant exercises by Ionic, except that there is a 9.99% ownership limitation blocker in the Warrant. Ionic may ultimately decide to exercise all, some or none of the Warrant.

The Company intends to register the remaining up to $37,000,000 worth of common stock issuable under the Ionic Purchase Agreement, or any additional Primary Shares that may be issued after the date hereof to Ionic, or any Purchase Shares which may be issuable to Ionic as a "true up" pursuant to the initial purchase described above pursuant to a resale registration statement on Form S-1 to be filed subsequently with the SEC. The Company and Ionic entered into a Registration Rights Agreement (the "RRA") dated as of March 30, 2022, for such purpose.




Battle Bridge Acquisition



On March 31, 2022 the Company, Battle Bridge Acquisition Co, LLC, a company beneficially owned entirely by the Company (the "Buyer"), Section 2383 LLC, a Wyoming limited liability company ("Seller"), Travis Phipps, an individual ("Phipps") and Robb Billy ("Billy" and, together with Phipps, the "Founders") and Travis Phipps, as Representative, entered into an asset purchase agreement (the "Battle Bridge Purchase Agreement") whereby the Buyer agreed to purchase from Seller and Seller agreed to sell to Buyer substantially all of the assets of Seller which represents the "Battle Bridge Labs" business (the "Battle Bridge Assets") (collectively, the "Transaction"). The consummation of the Transaction (the "Closing") occurred simultaneously with execution of the Battle Bridge Purchase Agreement on March 31, 2022.

As consideration for the Buyer's acquisition of the Battle Bridge Assets, the Company agreed to pay $3,250,000 (the "Purchase Price") which consisted of $250,000 in cash (the "Cash Consideration") and the issuance of 2,912,621 shares of restricted common stock of the Company at $1.03 per share (the "Stock Consideration") (representing $3,000,000 in Stock Consideration) which was the volume weighted average price (VWAP) of the Company's Common Stock as reported by Bloomberg LP for the twenty (20) trading days immediately prior to Closing. $500,000 in Stock Consideration was retained by the Company at the Closing and held as partial security to satisfy indemnification claims for a period of 12 months following the Closing.

In addition, the recipients of the Stock Consideration agreed to sign lock-up and leak-out agreements which provide that, following a 6-month lock-period and ending 18 months after Closing, any sales of the Company's common stock by such recipients do not exceed one percent (1%) of the then applicable thirty (30) day trading average volume of the Company's common stock as of such date.



COVID-19 Effect


Due to the unprecedented effect and related impact of Covid-19 pandemic, the Company has experienced a push back from the Company's resellers and white label distributors from April 2020, for its Platform as a Service pay-to-use subscription basis. The Company is expecting an uncertain outlook in its service revenues, as its operations in South East Asia are currently being disrupted by the continuing impact of Covid-19 pandemic. In particular, our PAY/GOLogiq associate revenues have been reduced as offices and compulsory lock down protocols are being implemented, which are expected to be in force until the majority of the populous have been vaccinated through to the end of calendar year 2022.

Components of Results of Operations



Revenue (Service)


The Company's AppLogiq business segment's Platform as a Service ("Paas"), operated as CreateApp ("PaaS") provides the infrastructure allowing users to develop their own applications and IT services, which users can access anywhere via a smart mobile phone, web or desktop browser. The Company recognizes revenue on a pay-to-use subscription basis when our customers use our platform. For the territories licensed to our distributors and on a white label basis, we derive royalty income from the end user's use of our platform on a white label basis.

The Company maintains the PaaS software platform at its own cost. Any enhancements and minor customization for our resellers/distributors are not separately billed. Major new proprietary features are billed to the customer separately as development income while re-usable features are added to the features available to all customers on subsequent releases of our platform.

The Company's DataLogiq revenues are derived through the management of online advertising campaigns on behalf of customers, which include per-impression, and cost per acquisition ("CPA") arrangements as well as the delivery of qualified leads.




Cost of Revenue (Service)



Cost of revenue primarily consists of fees from cloud-based hosting services and personnel costs. Personnel costs consist of wages, bonuses, benefits, and stock-based compensation expenses. Allocated overhead costs consist of certain facilities and utility costs. We expect cost of revenue to increase in absolute dollars, as product revenue increases.

The Company's DataLogiq digital marketing analytics business segment cost of revenue is primarily generated by media cost to power our assets.



                                       30





Operating Expenses


Our operating expenses consist of general and administrative, depreciation and amortization, and research and development expenses. Salaries and personnel-related costs, benefits, and stock-based compensation expense, are the most significant components of each category of operating expenses. Operating expenses also include allocated overhead costs for facilities and utility costs.

General and Administrative - General and administrative expense consists primarily of employee compensation and related expenses for administrative functions including finance, legal, human resources and fees for third-party professional services, as well as allocated overhead. We expect our general and administrative expense to increase in absolute dollars as we continue to invest in growing the business.

Depreciation and amortization - Depreciation and amortization expense consists primarily of amortization of development costs and trademark for our software platforms.

Research and Development - Research and development expense consists primarily of employee compensation and related expenses, allocated overhead, and developments to our website, e-commerce, and mobile app platforms. We expect our research and development expenses to increase in absolute dollars as we continue to invest in new and existing products and services.



Other Income (Expense), net


Other income consists of income received for activities outside of our core business. In 2022, this includes interest from US based financial asset money market funds.

Other (expense) consists of expense for activities outside of our core business. In 2021, DataLogiq incurred early withdrawal fees from an escrow account relating to Conversion Point Technologies.



Provision for Income Taxes


Provision for income taxes consists of estimated income taxes due to the United States, foreign countries, and the respective taxing authorities in jurisdictions in which we conduct business.



Results of Operation


Results of Operations for the Three Months ended March 31, 2022 and 2021

The following sets forth selected items from our statements of operations and the percentages that such items bear to net sales for the three months ended March 31, 2022 and 2021. The consolidated results include Logiq Inc. (a Delaware Corporation), Logiq, Inc. (a Nevada Corporation), Fixel, and Rebel (collectively also known as DataLogiq business segment), as well as Lovarra, a majority owned subsidiary of the Company, the results of which include our AppLogiq business segment.




                                       31

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Financials (USD)
Sales 2022 24,5 M - -
Net income 2022 -10,7 M - -
Net Debt 2022 - - -
P/E ratio 2022 -0,90x
Yield 2022 -
Capitalization 13,6 M 13,6 M -
Capi. / Sales 2022 0,56x
Capi. / Sales 2023 0,40x
Nbr of Employees 37
Free-Float 95,6%
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Income Statement Evolution
Consensus
Sell
Buy
Mean consensus BUY
Number of Analysts 1
Last Close Price 0,37 $
Average target price 1,92 $
Spread / Average Target 418%
EPS Revisions
Managers and Directors
Brent Y. Suen Executive Chairman, President & CEO
Khuat Leok Choong Chief Financial Officer, Secretary & Director
David Niaz Senior Vice President-Engineering
John F. MacNeil Chief Operating Officer & Director
Ross O'Brien Independent Non-Executive Director
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