UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| None | N/A | N/A |
Explanatory Note
As previously reported by Lovarra, a Nevada corporation (the “Company”), on a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission”) on December 22, 2021, the Company entered into a Separation Agreement (the “Separation Agreement”) and Master Distribution Agreement (the “Master Distribution Agreement”), with Logiq, Inc., a Delaware corporation (“LGIQ”), on December 15, 2021. Pursuant to the Separation Agreement, LGIQ agreed to sell and transfer its Applogiq platform (operated as CreateApp) (“CreateApp”), which allows small-to-medium sized businesses to establish their point-of-presence on the web, to the Company in exchange for 26,350,756 common shares of the Company (the “Transaction”).
This amended Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Closing 8-K to provide (i) that information required to be disclosed pursuant to Item 303 of Regulation S-K (Management’s Discussion and Analysis of Financial Condition and Results of Operations), which information shall supplement that information set forth under Item 2.01 of the Closing 8-K; and (ii) the financial statements and pro forma financial information as required by Items 9.01(a) and (b) of Form 8-K. No other amendments or modifications to the Closing 8-K are being made by this Amendment. This Amendment should be read in connection with the Closing 8-K, which provides a more complete description of the Transaction, Master Distribution Agreement and Separation Agreement, and transactions contemplated thereby.
Item 2.01 Completion of Acquisition or Disposition of Assets
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the nine months ended September 30, 2021 and 2020 is described in the Company’s Quarterly Report on Form 10-Q, filed by the Company with the SEC on November 11, 2021, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.
The Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company for the years ended December 31, 2020 and 2019 is described in the Company’s Annual Report on Form 10-K, filed by the Company with the SEC on March 19, 2021, in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” which is incorporated herein by reference.
The Management’s Discussion and Analysis of Financial Condition and Results of Operations of CreateApp (a carve-out of certain operations of LGIQ) for the nine months ended September 30, 2021 and 2020 and years ended December 31, 2020 and 2019 is filed as Exhibit 99.1 hereto and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
The audited financial statements of CreateApp (a carve-out of certain operations of LGIQ), as of December 31, 2020 and 2019, the accompanying notes, and the independent auditors’ report related thereto, are filed as part of Exhibit 99.2 hereto and are incorporated herein by reference.
The unaudited financial statements of CreateApp (a carve-out of certain operations of LGIQ) as of September 30, 2021, and for the interim period then ended, along with the accompanying notes, are filed as part of Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma consolidated balance sheet of the Company as of September 30, 2021, which gives effect to the acquisition of CreateApp, and the unaudited pro forma consolidated statements of operations of the Company for the nine-month period ended September 30, 2021 and the year ended December 31, 2020, which give effect to such acquisition, are filed as part of Exhibit 99.2 hereto and are incorporated herein by reference.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Management’s Discussion and Analysis of Financial Condition and Results of Operations of CreateApp for the nine months ended September 30, 2021 and 2020 and years ended December 31, 2020 and 2019. | |
| 99.2 | Financial statements of CreateApp and Pro Forma Financial Information. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| LOVARRA | |||
Date: April 12, 2022 |
By: | /s/ Matthew Brent | |
| Name: | Matthew Brent | ||
| Title: | Chief Executive Officer | ||
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