LogicMark, Inc. Files 8-K for Material Definitive Agreement

TL;DR

LogicMark signed a big deal, details TBD.

AI Summary

On August 2, 2024, LogicMark, Inc. entered into a Material Definitive Agreement, the details of which are not fully disclosed in this filing. The company, formerly known as Nxt-ID, Inc., is incorporated in Nevada and headquartered in Louisville, KY.

Why It Matters

This filing indicates a significant new agreement for LogicMark, Inc., which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, but the lack of specific details about the agreement introduces uncertainty.

Key Players & Entities

• LogicMark, Inc. (company) — Registrant
• Nxt-ID, Inc. (company) — Former company name
• August 2, 2024 (date) — Date of earliest event reported
• August 5, 2024 (date) — Date of report
• Nevada (jurisdiction) — State of incorporation
• Louisville, KY (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — h registered Common Stock, par value $0.0001 per share LGMK The Nasdaq Stock Mar
• $0.4654 — s (the "Units") at an offering price of $0.4654 per Unit, consisting of (i) 1,449,916 s
• $0.4644 — Pre-Funded Units") at an offering price $0.4644 per Pre-Funded Unit, consisting of (i)
• $0.001 — stock purchase warrants exercisable at $0.001 per share, (the "Pre-Funded Warrants"),
• $75,000 — to reimburse the Placement Agent up to $75,000 for fees and expenses (including the le
• $4.5 m — eceived gross proceeds of approximately $4.5 million, before deducting Placement Agent

Filing Documents

• ea0210622-8k_logicmark.htm (8-K) — 44KB
• ea021062201ex4-1_logicmark.htm (EX-4.1) — 117KB
• ea021062201ex4-2_logicmark.htm (EX-4.2) — 116KB
• ea021062201ex10-1_logicmark.htm (EX-10.1) — 207KB
• ea021062201ex10-2_logicmark.htm (EX-10.2) — 127KB
• ea021062201ex99-1_logicmark.htm (EX-99.1) — 13KB
• ea021062201ex99-2_logicmark.htm (EX-99.2) — 10KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• ex99-2_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-065253.txt ( ) — 972KB
• lgmk-20240802.xsd (EX-101.SCH) — 3KB
• lgmk-20240802_lab.xml (EX-101.LAB) — 33KB
• lgmk-20240802_pre.xml (EX-101.PRE) — 22KB
• ea0210622-8k_logicmark_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On August 5, 2024 (the "Closing Date"), LogicMark, Inc., a Nevada corporation (the "Company"), in connection with a best efforts public offering (the "Offering"), sold an aggregate of (x) 1,449,916 units (the "Units") at an offering price of $0.4654 per Unit, consisting of (i) 1,449,916 shares (the "Shares") of common stock, par value $0.0001 per share (the "Common Stock"), (ii) 1,449,916 Series A warrants to purchase Common Stock, each exercisable for one share of Common Stock (the "Series A Warrants"), and (iii) 1,449,916 Series B warrants to purchase Common Stock, each exercisable for one share of Common Stock (the "Series B Warrants" and, together with the Series A Warrants, the "Warrants"); and (y) 8,220,084 pre-funded units of the Company (the "Pre-Funded Units") at an offering price $0.4644 per Pre-Funded Unit, consisting of (i) 8,220,084 pre-funded common stock purchase warrants exercisable at $0.001 per share, (the "Pre-Funded Warrants"), (ii) 8,220,084 Series A Warrants and (iii) 8,220,084 Series B Warrants, pursuant to the Registration Statement (as defined below) and a securities purchase agreement, dated August 2, 2024 (the "Securities Purchase Agreement"), between the Company and each of the purchasers signatory thereto (the "Purchasers"). In addition, as of August 5, 2024, certain of the Purchasers have exercised their Pre-Funded Warrants for an aggregate of 769,359 shares of Common Stock. Neither the Units nor the Pre-Funded Units have stand-alone rights, are certificated or were issued as stand-alone securities. The Shares and Warrants included in the Units, and the Pre-Funded Warrants and Warrants included in the Pre-Funded Units, are immediately separable from one another and were issued separately in the Offering. The Units, Pre-Funded Units, the Shares, Warrants and Pre-Funded Warrants included in the Units and Pre-Funded Units, as applicable, as well as all shares of Common Stock issuable

01 Other Events

Item 8.01 Other Events. On August 2, 2024, the Company issued a press release announcing the pricing of the Offering and on August 5, 2025, the Company issued a press release announcing the closing of the Offering. A copy of each such press release is filed as Exhibits 99.1 and 99.2, respectively, to this Form 8-K and each is incorporated herein by reference. This Form 8-K contains forward-looking statements. Forward-looking statements include, but are not limited to, statements that express the Company's intentions, beliefs, expectations, strategies, predictions or any other statements related to the Company's future activities, or future events or conditions. These statements are based on current expectations, estimates and projections about the Company's business based, in part, on assumptions made by its management. These statements are not guarantees of future performances and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements due to numerous factors, including those risks discussed in the Company's Annual Report on Form 10-K, and in other documents that the Company files from time to time with the SEC. Any forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date of this Form 8-K, except as required by law. 2

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 1.1 Form of Placement Agency Agreement between LogicMark, Inc. and Roth Capital Partners, LLC, as lead placement agent (1) 4.1* Form of Series A Warrant 4.2* Form of Series B Warrant 4.3 Form of Pre-Funded Warrant (2) 10.1* Form of Securities Purchase Agreement between LogicMark, Inc. and each of the Purchasers, dated August 2, 2024. 10.2* Form of Warrant Agency Agreement between LogicMark, Inc. and Nevada Agency and Transfer Company, dated August 5, 2024. 99.1* Press Release announcing pricing of the Offering, dated August 2, 2024 99.2* Press Release announcing closing of the Offering, dated August 5, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith (1) Incorporated by reference to Exhibit 1.1 to Amendment No. 3 to the Company's Registration Statement on Form S-1, as amended (File No. 333-279133), filed by the Company with the SEC on July 26, 2024. (2) Incorporated by reference to Exhibit 4.25 to Amendment No. 1 to the Company's Registration Statement on Form S-1, as amended (File No. 333-279133), filed by the Company with the SEC on June 20, 2024. 3

SIGNATURES

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: August 5, 2024 LogicMark, Inc. By: /s/ Mark Archer Name: Mark Archer Title: Chief Financial Officer 4

View Full Filing

View this 8-K filing on SEC EDGAR