GoLogiq Updates Shareholders on 2022 Spin-off Distribution
Rule 144 contains many provisions, some of which apply to the company and others that apply to shareholders, with some provisions of Rule 144 considered complicated.
NEW YORK, April 12, 2023 (GLOBE NEWSWIRE) -- GoLogiq, Inc. (OTC:GOLQ), a U.S.-based global provider of fintech and consumer data analytics, provided an update to shareholders who received shares in GoLogiq as the result of GoLogiq’s spin off from Logiq, Inc. (LGIQ) last year and which are currently restricted from sale.
If certain conditions are met, SEC Rule 144 permits the sale of restricted and control securities without the need to comply with the registration or prospectus delivery requirements of the Securities Act of 1933. If conditions set forth in the rule are met and it is determined that GoLogiq is a mandatory filer with the SEC, then Rule 144 would be available after the one-year anniversary of the company filing on Form 10 certain information that includes the assets acquired in January 2021 from Logiq.
The company believes this required Form 10 information was filed in aggregate through its filing of Form 8-K on January 27, 2022, Form 10-K on April 13, 2022, and Form 10-Q on May 20, 2022, and this thereby establishes May 20, 2023, as the one-year anniversary of such Form 10 information filing.
Currently, the company is not a mandatory filer. The company believes it will become a mandatory filer if and when the registration statement on Form S-3 filed last week is declared effective and it would remain a mandatory filer during the year in which such effectiveness was declared. As part of this process, the company is awaiting SEC comments to the S-3. Alternatively, the company could file a registration statement on Form 8a-12(g) and it would become a mandatory filer 60 days after the filing.
Rule 144 contains many provisions, some of which apply to the company and others that apply to shareholders, with some provisions of Rule 144 considered complicated. The company’s comments about Rule 144 herein reflect its position and belief with respect to applicability of Rule 144; however, GoLogiq encourages those shareholders looking to remove the restrictive legend from their shares to seek advice of legal counsel regarding the availability of Rule 144 for this purpose.
GoLogiq interim CEO, Brent Suen stated: “We very much appreciate the participation and support of all of our shareholders as we’ve worked diligently to add shareholder value over the past year. While Rule 144 technically provides the ability to remove the trading restriction, we recognize it does not guarantee liquidity nor a fair market value for the shares. These are among the important reasons we have taken a two-fold approach to deliver both shareholder value and create a path to more a liquid and favorable market for shareholders.
“To help support liquidity and fair value, we have begun the process of applying to list our stock on a national securities exchange, NYSE American. To deliver greater shareholder value, we have been rigorously pursuing an acquisition strategy with significant success.”
For GoLogiq, this strategy led to the acquisition of GammaRey in March. As reported, GammaRey brought to GoLogiq a profitable business with strong cash flow driven by an estimated $20 million annualized revenue run rate and nearly $800 million in customer financial assets. GammaRey also introduced a pipeline of highly attractive accretive and/or tech-enabling acquisition targets, five of which have now been announced and are in various stages of negotiation and closing.
“By every measure, the shareholder value GammaRey has brought to GoLogiq has been phenomenal,” continued Suen. “Given GammaRey’s recent closing, it will take a process of integration and the next quarter or so of financial reporting for this value to begin to be revealed in real terms.
“But we are confident that we’ve established a company with a solid foundation of assets, both financial and human, and with an exciting growth strategy to be executed over the next year and beyond. We anticipate a listing on NYSE American would bring many benefits to our shareholders, including a whole new world of investors and equity analysts discovering a business that we expect to have approximately $15 billion in customer financial assets under advisement or management, and targeting a top line revenue number exceeding $100 million and profitability. We believe this transformational journey has only just begun to unlock tremendous shareholder value.”
About GoLogiq
GoLogiq Inc. is a US-based global provider of fintech and mobile solutions for digital transformation and consumer data analytics. Its software platforms are comprised of CreateApp, a mobile app development and publishing platform for small-to-medium sized businesses; AtozGo™, a ‘hyper-local’ app-based delivery platform; AtozPay™, an eWallet for mobile top-up, e-commerce purchases, bill payment and microfinance; and Radix™, a Big Data analytics platform.
Through the company’s subsidiary, GenFi Financial Group, Inc. and its subsidiaries (GENFI Group), which is a part of its recent acquisition of GammaRey, Inc., GoLogiq provides wealth management, direct-to-consumer lending platforms, mortgage broking, accounting, taxation advice, reporting, structuring, and solutions for individual investors and small-to-medium businesses in Australia.
Through the GENFI Group, the company also offers compliance services under its Australian Financial Services License including advice regarding Managed Investment Schemes (MIS), Self-Managed Superannuation Funds (SMSF) and other ancillary services.
Visit the company at gologiq.com or follow on twitter: $GOLQ and @gologiq.
Important Cautions Reading Forward-Looking Statements
This press release contains certain forward-looking statements and information, as defined within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and is subject to the Safe Harbor created by those sections. This press release also contains forward‐looking statements and forward‐looking information within the meaning of United States securities legislation that relate to GoLogiq’s current expectations and views of future events. Any statements that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, through the use of words or phrases such as “will likely result”, “are expected to”, “expects”, “will continue”, “is anticipated”, “anticipates”, “believes”, “estimated”, “intends”, “plans”, “forecast”, “projection”, “strategy”, “objective” and “outlook”) are not historical facts and may be forward‐looking statements and may involve estimates, assumptions and uncertainties which could cause actual results or outcomes to differ materially from those expressed in such forward‐looking statements. No assurance can be given that these expectations will prove to be correct and such forward‐looking statements included in this press release should not be unduly relied upon.
These statements speak only as of the date of this press release. Forward‐looking statements are based on a number of assumptions and are subject to a number of risks and uncertainties, many of which are beyond GoLogiq’s control, which could cause actual results and events to differ materially from those that are disclosed in or implied by such forward-looking statements. In particular and without limitation, this press release contains forward‐looking statements regarding our products and services, the use and/or ongoing demand for our products and services, expectations regarding our revenue and the revenue generation potential of our products and services, our partnerships and strategic alliances, the impact of global pandemics (including COVID-19) on the demand for our products and services, industry trends, overall market growth rates, our growth strategies, the continued growth of the addressable markets for our products and solutions, our business plans and strategies, our ability to apply to and meet the listing standards and approvals for Nasdaq, NYSE, or other senior exchange, our ability to successfully locate and consummate any contemplated strategic transactions, our ability to successfully complete a merger or acquisition with Bateau Asset Management Pty Ltd, CPG Research & Advisory Pty Ltd, Nest Egg Investments, Shape Super Australia Pty Ltd., APPLI Pty Ltd, or other entity, any approval of the merger or acquisition with Nest Egg Investments or other entity by the Financial Industry Regulatory Authority (FINRA), any regulatory approval required of Nest Egg Investment’s subsidiary BeyondTrade Securities, Inc.’s pending name change to Nest Egg Securities, Inc., the structure of any such transaction, timing of such transaction, and the valuation of the businesses after completion of any such transaction, if any, and other risks described in the Company’s prior press releases and in its filings with the Securities and Exchange Commission (SEC) including its Annual Report on Form 10-K and any subsequent public filings. The Nest Egg Investment transaction discussed herein is subject to mutual deliveries and other closing conditions, and this transaction has not closed as of the date of this press release. We can provide no assurances of when the Form S-3 as filed with the SEC will be declared effective, if at all, or when the Company will be uplifted to a national exchange, like the NYSE American, if at all.
GoLogiq undertakes no obligation to update or revise any forward‐looking statements, whether as a result of new information, future events or otherwise, except as may be required by law. New factors emerge from time to time, and it is not possible for GoLogiq to predict all of them, or assess the impact of each such factor or the extent to which any factor, or combination of factors, may cause results to differ materially from those contained in any forward‐looking statement. Any forward‐looking statements contained in this press release are expressly qualified in their entirety by this cautionary statement.
GoLogiq Contact:
Brent Suen
Interim CEO
GoLogiq, Inc.
Email Contact
GoLogiq Investor Relations:
Ron Both
CMA Investor Relations
Tel (949) 432-7566
Email contact
GoLogiq Media & ESG Contact:
Tim Randall
CMA Media Relations
Tel (949) 432-7572
Email contact
