LIFELOGGER TECHNOLOGIES CORP. (OTCMKTS:LOGG) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01. Entry into a Material Definitive Agreement.
On February 21, 2017, Lifelogger Technologies Corp. (the Company)
entered into an investment agreement (the Investment Agreement)
with Stewart Garner, the Companys Chief Executive Officer and the
sole member of its board of directors. to the terms of the
Investment Agreement, the Company agreed to sell and issue, and
Mr. Garner subscribed for and purchased, 1,000 shares of the
Companys Series A Preferred Stock at a purchase price of $0.10
per share, or an aggregate of $100. A description of the Series A
Preferred Stock is included in Item 5.03 of this Form 8-K.
The foregoing description of the Investment Agreement is
qualified in its entirety by reference to the Investment
Agreement, which is filed as Exhibit 10.1 to this Form 8-K and
incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity
Securities.
The disclosure included in Item 1.01 above is incorporated herein
by reference. The securities issuance discussed in Item 1.01
above was exempt from registration under the Securities Act of
1933, as amended (the Securities Act), in reliance on an
exemption provided by Section 4(a)(2) of the Securities Act
because, among other things, the transaction did not involve a
public offering and the purchaser acquired the securities for
investment and not resale.
Item 5.03. Amendments to Articles of Incorporation or
Bylaws
On December 28, 2016, the Company filed a certificate of
designation, preferences and rights of Series A Preferred Stock
(the Certificate of Designation) with the Secretary of State of
the State of Nevada to designate 1,000 shares of its previously
authorized preferred stock as Series A Preferred Stock. The
Certificate of Designation and its filing was approved by the
Companys board of directors on December 28, 2014 without
shareholder approval as provided for in the Companys articles of
incorporation and under Nevada law.
The holders of shares of Series A Preferred Stock are not
entitled to dividends or distributions. The holders of shares of
Series A Preferred Stock have the following voting rights:
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Each share of Series A Preferred Stock entitles the holder to 50,000 votes on all matters submitted to a vote of the Companys stockholders. In the event that such votes do not total at least 51% of all votes, then the votes cast by the holders of the Series A Preferred Stock shall be equal to 51% of all votes cast at any meeting of the Companys stockholders or any issue put to the stockholders for voting. |
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Except as otherwise provided in the Certificate of Designation, the holders of Series A Preferred Stock, the holders of Company common stock and the holders of shares of any other Company capital stock having general voting rights and shall vote together as one class on all matters submitted to a vote of the Companys stockholders. |
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The holders of the Series A Preferred Stock do not have any conversion rights. |
The foregoing description of the Certificate of Designation is
qualified in its entirety by reference to the Certificate of
Designation, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description of Exhibit | |
| 3.1* |
Certificate of Designation of Series A Preferred Stock filed on December 28, 2016. |
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| 10.1* |
Investment Agreement dated as of February 21, 2017 by and between Lifelogger Technologies Corp. and Stewart Garner. |
* Filed herewith.
About LIFELOGGER TECHNOLOGIES CORP. (OTCMKTS:LOGG)
Lifelogger Technologies Corp., formerly Snap Online Marketing Inc., is a lifelogging software company engaged in the development and commercialization of a lifelogging camera and lifelogging-focused software tools that involve the process of collecting, organizing, perusing and sharing personal data. The Company has approximately two products under development, a cloud-based software solution, which it plans to integrate with the Pixorial software and a true point-of-view (POV) wearable video camera. The LifeLogger Platform offers smartphone users the ability to capture videos with geo location with a play back option that shows an interactive map of when and where it was taken. It allows consumers to capture and live stream videos with geographic coordinates and automatic face detection and to tag special moments while recording. The video playback features an interactive map and ability to skip to in-video frames with faces detected and added tags. LIFELOGGER TECHNOLOGIES CORP. (OTCMKTS:LOGG) Recent Trading Information
LIFELOGGER TECHNOLOGIES CORP. (OTCMKTS:LOGG) closed its last trading session down -0.00020 at 0.00910 with 108,203 shares trading hands.
