Washington, D.C. 20549






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


Date of Report (Date of earliest event reported): March 30, 2016



(Exact name of registrant as specified in its charter)


Nevada   333-186415   45-5523835
(State or other jurisdiction
of incorporation)
File No.)
  (IRS Employer
Identification No.)


11380 Prosperity Farms Road, Suite 221E,

Palm Beach Gardens, FL

(Address of principal executive offices)   (Zip Code)



Registrant’s telephone number, including area code


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))






Item 1.01. Entry into a Material Definitive Agreement.


Amendment to Agreement for Acquisition of Pixorial Assets


In order to extend the March 30, 2016 deadline for consummating the purchase of the assets of Pixorial, Inc. (“Pixorial” or the “Seller”) pursuant to that certain Asset Purchase Agreement (the “APA”) entered into on November 10, 2015 with Pixorial, Lifelogger Technologies Corp., a Nevada corporation (the “Company”, “we”, “us”, “our”) entered into a First Amendment to Asset Purchase Agreement (the “First Amendment to Asset Purchase Agreement”) dated March 30, 2016 extending the deadline for consummating the transactions contemplated under the APA to April 30, 2016.


The foregoing description of the terms of the First Amendment to Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the First Amendment to Asset Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.


Item 9.01. Financial Statements and Exhibits.


(d) Exhibits.


Exhibit No.   Description
10.1   First Amendment to Asset Purchase Agreement entered into on March 30, 2016 between Lifelogger Technologies Corp. and Pixorial, Inc.






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: April 5, 2016 By: /s/ Stewart Garner
    Stewart Garner
    Chief Executive Officer





Exhibit 10.1




This FIRST AMENDMENT TO ASSET PURCHASE AGREEMENT (the “Agreement”) entered into as of March 30, 2016 (“Effective Date”), by LIFELOGGER TECHNOLOGIES CORP., a Nevada corporation (the “Company”), on the one hand, and PIXORIAL, INC., a Colorado corporation (“Pixorial”), and ANDRES ESPINIERA (“Andres”), on the other. Each of the Company, Pixorial and Andres may also be referred to herein as a “Party, and, collectively, as the “Parties.”




WHEREAS, the Company, Pixorial and Andres entered into that certain Asset Purchase Agreement dated on or about November 10, 2015 (the “APA”) and now wish to amend the APA as hereinafter set forth.


NOW, THEREFORE, in consideration of the agreements contained in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties, hereby agree as follows:


1. Amendment. Article 3., Closing, Section 3.1, Closing, is hereby amended to read as follows:


3.1 Closing. The closing (the “Closing” or “Closing Date”) of the transactions contemplated by this Agreement shall take place no later than April 30, 2016 at such place designated by the Company subject to the satisfaction of all conditions precedent described in Sections 8 and 9 hereof.


2. Ratification. The Parties hereby ratify and affirm the APA and such other documents and instruments as may have been executed by them coincident with their execution of the APA (in such case, “Other Transaction Documents”), and hereby express that it is their intention that any provisions of the APA or Other Transaction Documents that may have been based upon the Closing Date as expressed in the APA, be modified to give effect to the amendment to the Closing Date herein contained.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the day and year first above written.


Lifelogger Technologies Corp.   Pixorial, Inc.
a Nevada corporation   a Colorado corporation
By: /s/ Stewart Garner   By: /s/ Andres Espineira
  Stewart Garner   Name: Andres Espineira
  Chief Executive Officer    Title: Chief Executive Officer
        /s/ Andres Espineira
        Andres Espineira