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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

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

 

Date of Report (Date of earliest event reported): March 27, 2025

 

LogicMark, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-36616   46-0678374
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)

 

2801 Diode Lane

Louisville, KY

  40299
(Address of registrant’s principal executive office)   (Zip code)

  

Registrant’s telephone number, including area code: (502) 442-7911

  

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))

 

Securities registered pursuant to Section 12(b) of the Act:

  

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001 per share   LGMK   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company 

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 

On March 27, 2025, LogicMark, Inc. (the “Company”) filed a Certificate of Amendment (the “Charter Amendment”) to its articles of incorporation, as amended (the “Charter”), with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) to increase the number of authorized shares of the capital stock that the Company may issue from 110,000,000 shares to 880,000,000 shares, of which 800,000,000 shares are classified as common stock, par value $0.0001 per share (“Common Stock”), and 80,000,000 shares are classified as “blank check” preferred stock, par value $0.0001 per share.

 

As disclosed in Item 5.07 of this Current Report on Form 8-K (this “Form 8-K”), the authorization of the Company’s board of directors (the “Board”) to file the Charter Amendment with the Nevada Secretary of State was approved by the Company’s stockholders at the Company’s 2025 special meeting of stockholders held on March 27, 2025 (the “Special Meeting”). The foregoing description of the Charter Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is filed as Exhibit 3.1(i) to this Form 8-K and incorporated in this Item 5.03 by reference.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

On March 27, 2025, the Company held the Special Meeting. Set forth below are the four proposals that were voted on at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Special Meeting. These proposals are described in further detail in the Definitive Proxy Statement on Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on March 7, 2025 (the “Proxy Statement”).

 

As of the close of business on February 18, 2025, the record date for the Special Meeting, 6,582,474 shares of Common Stock were issued, outstanding and entitled to vote, 1 share of the Company’s Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), was issued, outstanding and entitled to vote, held by one record holder, and 106,333 shares of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series F Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder. Holders of shares of Common Stock and the holder of the share of Series C Preferred Stock were entitled to one vote per share for each share of Common Stock and share of Series C Preferred Stock held by them, respectively. The holder of shares of Series F Preferred Stock was entitled to vote on an as-converted to Common Stock basis, entitling such holder to 82 votes for the 106,333 shares of Series F Preferred Stock held by such holder. Stockholders holding an aggregate of 4,003,384 votes were present at the Special Meeting, in person or represented by proxy, which number constituted a quorum.

 

Proposal 1 – The approval of the issuance of 20% or more of outstanding shares of Common Stock, for purposes of Rule 5635(d) of The Nasdaq Stock Market LLC (“Nasdaq”), upon exercise of the Company’s Series C common stock purchase warrants and Series D common stock purchase warrants, dated February 18, 2025, was approved by the Company’s stockholders. The final voting results were as follows:

 


For
   
Against
    Abstain     Broker
Non-Votes
 
  306,513       134,996       1,139       70,738  

 

1

 

 

Proposal 2 – The authorization of the Company’s board of directors (the “Board”) to amend the Charter to effect a reverse stock split of the outstanding shares of Common Stock by a ratio in the range of one-for-ten to one-for-fifty, to be determined in the Board’s sole discretion, no later than December 31, 2025 (the “Common Stock Reverse Split”) was approved by the Company’s stockholders. The final voting results were as follows:

 


For
   
Against
    Abstain     Broker
Non-Votes
 
  3,857,645       144,598       1,141       0  

 

Proposal 3 – The authorization of the Board to amend the Charter by amending the Certificate of Designations, Preferences and Rights of Series C Preferred Stock to (i) effect a reverse stock split of the outstanding shares of Series C Preferred Stock by the same ratio as the Board selects for the Common Stock Reverse Split (the “Series C Reverse Stock Split”) and (ii) proportionally adjust the stated value of the Series C Preferred Stock to reflect the ratio selected for the Series C Reverse Stock Split was approved by the Company’s stockholders. The final voting results were as follows:

 

For   Against   Abstain   Broker
Non-Votes
 
 3,859,852    143,484    48    0 

 

Proposal 4 – The authorization of the Board to amend the Charter to increase the number of authorized shares of the Company’s capital stock from 110,000,000 shares to up to 880,000,000 shares, provided that the ratio between the number of authorized shares of Common Stock and the number of authorized shares of the Company’s “blank check” preferred stock, par value $0.0001 per share, remains at all times 10:1, no later than December 31, 2025 was approved by the Company’s stockholders. The final voting results were as follows:

 

For     Against     Abstain     Broker
Non-Votes
 
  3,851,118       151,145       1,121       0  

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
3.1(i)   Certificate of Amendment to the Articles of Incorporation of LogicMark, Inc., filed with the Secretary of State of the State of Nevada on March 27, 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

2

 

 

SIGNATURES

 

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: March 27, 2025 LogicMark, Inc.
     
  By:  /s/ Mark Archer
    Name: Mark Archer
    Title:  Chief Financial Officer

 

3

 

 

 

Exhibit 3.1(i)

 

Business Number E32388472023 - 1 Filed in the Office of Secretary of State State Of Nevada Filing Number 20254769870 Filed On 3/27/2025 9:06:00 AM Number of Pages 3

 

 

Docusign Envelope ID : A510B514 - CE3E - 49AF - 803C - C9585E09F 722 BARBARA K. CEGAVSKE Secretary of State 202 North Carson Street Carson City, Nevada 89701 - 4201 (775) 684 - 5708 Website: www.nvsos.gov 4 T c Profit Corporation: Certificate of Amendment (PuRsuANT TO NRs 78 . 380 & 78.385/78 . 390) Certificate to Accompany Restated Articles or Amended and Restated Articles (PuRsuANT TO NRs 78.403) Officer's Statement (PuRsuANT TO NRs 8o.D3o Date : L - _ _j Time : - --------- _j (must not be later than 90 days after the certificate is filed) . Effective Date and ime: (Optional) Changes to takes the following effect: O The entity name has been amended. 0 The registered agent has been changed . (attach Certificate of Acceptance from new registered agent) Ƒ The purpose of the entity has been amended. [8J The authorized shares have been amended. O The directors , managers or general partners have been amended . 0 IRS tax language has been added . 0 Articles have been added. O Articles have been deleted . 0 Other . The articles have been amended as follows: (provide article numbers, if available) Article IV, Section 1 is amended and restated as set forth on Exhibit A. (attach additional page(s) if necessary) 5. Information Being Changed: (Domestic orporations only) 6. Signature: (Required) Chief Financial Officer 7..!!718986665F4D1 .. . . Title 1gnature ot Officer or Authorized Signer x _ Signature of Officer or Authorized Signer Title * If any proposed amendment would alter or change any preference or any relat iv e or other right given to any class or series of outstanding shares , then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required , of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof. Please include any required or optional information in space below: (attach additional page(s) if necessary) This form must be accompanied by appropriate fees . Page 2 of 2 Revised: 1/1/2019

 

 

Docusign Envelope ID : A510B514 - CE3E - 49AF - 803C - C9585E09F722 EXHIBIT A ARTICLE IV Section 1 . Authorized Capital Stock . The Company is authorized to issue two classes of capital stock, designated as Common Stock and Preferred Stock (each as defined below) . The total number of shares of capital stock that the Company is authorized to issue is 880 , 000 , 000 shares, consisting of 800 , 000 , 000 shares of common stock, par value $ 0 . 0001 per share ("Common Stock"), and 80 , 000 , 000 shares of "blank check" preferred stock, par value $ 0 . 0001 per share ("Preferred Stock") . Subject to (i) any rights of the holders of any series of Preferred Stock pursuant to a certificate of designation currently in effect establishing such series of Preferred Stock in accordance with the ACT (a "Certificate of Designation") and (ii) any provision of the ACT requiring otherwise , the number of authorized shares of any of the Common Stock or Preferred Stock (or series thereof) may be increased or decreased (but not below the applicable number of shares thereof then outstanding) by the vote required by the holders of such shares of such Common Stock or Preferred Stock pursuant to the Company's bylaws (as may be further amended, restated , modified or supplemented from time to time, the "Bylaws") .