LogicMark, Inc. (Form: 8-K, Received: 03/18/2022 06:07:47)

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 18, 2022 (March 15, 2022)

LogicMark, Inc.

(Exact name of registrant as specified in its charter)

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

LogicMark, Inc.

2801 Diode Lane

Louisville, KY 40299

(Address of principal executive offices) (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))

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. ☐

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

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On March 15, 2022, the board of directors (the “Board”) of LogicMark, Inc., a Delaware corporation (the “Company”), pursuant to its powers under the Company’s bylaws, appointed John Pettitt as a member of the Board, thereby increasing the Board membership count to seven (7). Mr. Pettitt will serve as a director until the next annual meeting of the Company’s stockholders, at which time he will stand for election until the annual meeting of the Company’s stockholders following his election, or his earlier resignation, retirement or other termination of service.

There are no arrangements or understandings between Mr. Pettitt and any other persons pursuant to which he was named as a director of the Company and Mr. Pettitt is not party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Pettitt will serve on the Board’s audit committee and compensation committee.

On March 17, 2022, the Company issued a press release announcing the appointment of Mr. Pettitt to the Board, a copy of which is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated March 17, 2022.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 18, 2022	LogicMark, Inc.

	By:	/s/ Chia-Lin Simmons
	Name:	Chia-Lin Simmons
	Title:	Chief Executive Officer

Exhibit 99.1

LogicMark Announces Appointment of Internet Pioneer John Pettitt to the Company’s Board of Directors

Pettitt’s deep technical experience and successful entrepreneurial track record adds new
perspective to the Board and the Personal Emergency Response Systems (PERS) category.

Louisville, KY., Mar. 17, 2022 – LogicMark, Inc. (NASDAQ: LGMK), provider of PERS health communications devices and IoT technology for the care economy, today announces the appointment of John Pettitt to the company’s Board of Directors. Pettitt brings nearly 40 years of experience in e-commerce, and content distribution and protection to LogicMark. He has been granted multiple foundational technology patents, established the first commercial non-academic Internet connection in the U.K., and has had four successful founder exits.

Two of his companies, Beyond and CyberSource, had successful IPOs. During his time at CyberSource, Pettitt focused on building out an early credit card fraud detection system. While at Beyond, he built from scratch an e-commerce system and one of the first Internet app stores.

Specialix, where Pettitt worked on communications and networking hardware, was acquired by Pearl Systems. Pettitt’s last start up, Relay Media, where he served as CTO and Co-founder, developed a real-time Accelerated Mobile Pages translation program to service more than 100 million pages a month for publishers. Relay Media was purchased by Google in 2017. Today Pettitt serves as technical leader for a large, multi-product team at Google.

“John’s deep experience in multiple technology domains – Internet, mobile technologies, patents, and ecommerce – will provide invaluable insight to the LogicMark management team as we seek to grow our company and evolve our products,” said Chia-Lin Simmons, LogicMark’s Chief Executive Officer. “With his success as a co-founder and entrepreneur – taking two companies public on NASDAQ and selling two successful technology companies – we believe that he will bring a fresh, entrepreneurial perspective to the table and the industry.”

“Many seniors in the U.S. today are living in isolation with substandard and hard-to-use technological solutions,” said Pettitt. “LogicMark’s history of using technology to make assistance affordable and available is a mission I hope to build upon. I want to help LogicMark build out the Care Economy technology platform and make sure people get the appropriate care they need, based on their stage of life.”

About LogicMark, Inc.

LogicMark, Inc. (formerly Nxt-ID, Inc.) provides personal emergency response systems (PERS), health communications devices and IoT technologies to create a connected care platform. The company’s devices give people the ability to receive care at home and confidence to age in place. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly into its medical alert pendant and providing this life-saving technology at a price point that everyday consumers could afford. LogicMark’s PERS technologies are sold through the United States Veterans Health Administration and dealers/distributors. The company was awarded a contract by the U.S. General Services Administration that enables the company to distribute its products to federal, state and local governments. For more information on projects and services, visit LogicMark.com.

Cautionary Statement Regarding Forward Looking Statements

Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect LogicMark's expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding LogicMark's successful execution of its business strategy. When used herein, the words "anticipate," "believe," "estimate," "upcoming," "plan," "target," "intend" and "expect" and similar expressions, as they relate to LogicMark or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to LogicMark and are subject to a number of risks, uncertainties, and other factors that could cause LogicMark's actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.

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