LogicMark, Inc. Files 8-K with Corporate Updates

TL;DR

LogicMark filed an 8-K on Nov 1, 2024, with major corporate changes and agreement updates.

AI Summary

On November 1, 2024, LogicMark, Inc. filed an 8-K report detailing several corporate events. These include entering into a material definitive agreement, modifications to security holder rights, and amendments to its articles of incorporation or bylaws. The company, formerly known as Nxt-ID, Inc., is incorporated in Nevada and headquartered in Louisville, KY.

Why It Matters

This filing indicates significant corporate actions and potential changes in the rights of LogicMark's security holders, which could impact investors.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and modifications to security holder rights, which can introduce new risks or alter existing ones.

Key Numbers

• 001-36616 — SEC File Number (Identifies the company's filing with the SEC.)
• 46-0678374 — IRS Employer Identification No. (Company's tax identification number.)

Key Players & Entities

• LogicMark, Inc. (company) — Registrant
• Nxt-ID, Inc. (company) — Former company name
• November 1, 2024 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• Louisville, KY (location) — Business address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share LGMK The Nasdaq Stock Mar
• $0.05 — (the "Preferred Stock"), at a price of $0.05 per one-hundredth of a share (the "Purc
• $5.00 — ion payment equal to the greater of (a) $5.00 per share, or (b) an amount per share e

Filing Documents

• ea0219490-8k_logicmark.htm (8-K) — 55KB
• ea021949001ex3-1_logicmark.htm (EX-3.1) — 23KB
• ea021949001ex4-1_logicmark.htm (EX-4.1) — 306KB
• ea021949001ex99-1_logicmark.htm (EX-99.1) — 14KB
• ex3-1_001.jpg (GRAPHIC) — 603KB
• ex99-1_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-093557.txt ( ) — 1492KB
• lgmk-20241101.xsd (EX-101.SCH) — 3KB
• lgmk-20241101_lab.xml (EX-101.LAB) — 33KB
• lgmk-20241101_pre.xml (EX-101.PRE) — 22KB
• ea0219490-8k_logicmark_htm.xml (XML) — 4KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. On October 18, 2024, Winvest Investment Fund Management Corp. ("Winvest") filed with the U.S. Securities and Exchange Commission (the "SEC") an initial Statement on Schedule 13D, a Form 3 and a Form 4 (collectively, the "Winvest Filings") indicating its ownership of approximately 67% of the outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"), of LogicMark, Inc. (the "Company"). On October 28, 2024, Winvest provided the Company with a unanimous written consent (the "Winvest Consent") purportedly amending the Company's bylaws (the "Bylaws") by (i) changing how the number of the directors on the Company's board of directors (the "Board") may be determined, (ii) changing how the Bylaws may be amended, (iii) adding a new bylaw preventing certain adverse actions by the Board against significant stockholders, and (iv) replacing the Company's current slate of directors with a new four-member Board. Based on the records of the Company's transfer agent, at no time since the date of the Winvest Filings has Winvest been the holder of a majority of the voting power of the Company, including the date of the Winvest Consent. On October 30, 2024, the Board convened a meeting with Company's management and its legal advisors to discuss these developments and unanimously determined that under the circumstances, including Winvest's attempt to rapidly accumulate shares of Common Stock and effect significant changes to the Company Bylaws and management, the implementation of a stockholder rights plan would be in the best interests of the Company and all of its stockholders by protecting against Winvest's intention to take control of the Company without appropriately compensating the rest of the Company's stockholders, which would if consummated, trigger "fundamental transaction" and similar provisions in certain of the Company's outstanding Common Stock purchase warrants, material agreements and t

01 Other

Item 8.01 Other Events. On November 1, 2024, the Company issued a press release announcing the entry into the Rights Agreement and the declaration of the dividend of Rights. The description of the press release set forth in this Item is qualified in its entirety by reference to the press release, a copy of which is attached as Exhibit 99.1 to this Form 8-K and is incorporated herein by reference. This Form 8-K contains forward-looking statements. Forward-looking predictions or any other statements related to the Company's future activities, or future events or conditions, including without limitation, the Company's intentions and beliefs regarding Winvest's actions described in Item 1.01 of this Form 8-K and the Company's intended purposes for entering into the Rights Agreement and establishing the Rights. 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 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 other reports and 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.

01. Financial

Item 9.01. Financial (d) Exhibits Exhibit No. Description 3.1 Certificate of Designation, Preferences, and Rights of Series G Non-Convertible Voting Preferred Stock,, filed with the Secretary of State of the State of Nevada on November 1, 2024. 4.1 Rights Agreement, dated as of November 1, 2024, between LogicMark, Inc. and Nevada Agency and Transfer Company 99.1 Press Release, dated November 1, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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: November 1, 2024 LogicMark, Inc. By: /s/ Mark Archer Name: Mark Archer Title: Chief Financial Officer 5

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View this 8-K filing on SEC EDGAR