LogicMark, Inc. Files 8-K: Corporate Updates

TL;DR

LogicMark filed an 8-K with corporate updates, check for shareholder impact.

AI Summary

LogicMark, Inc. filed an 8-K on November 18, 2024, reporting material modifications to the rights of security holders, amendments to its articles of incorporation or bylaws, and other events. The filing also includes financial statements and exhibits. The company, formerly known as Nxt-ID, Inc., is incorporated in Nevada and headquartered in Louisville, KY.

Why It Matters

This 8-K filing indicates significant corporate actions and potential changes affecting LogicMark, Inc.'s security holders and governance structure.

Risk Assessment

Risk Level: medium — Filings related to modifications of security holder rights and amendments to corporate documents can introduce uncertainty and potential risks for investors.

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 18, 2024 (date) — Date of Report
• Nevada (jurisdiction) — State of Incorporation
• Louisville, KY (location) — Principal Executive Office Address

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share LGMK The Nasdaq Stock Mar
• $200,000 — ue of the Series C Preferred Stock from $200,000 per share to $2,000,000 per share. Purs
• $2,000,000 — ferred Stock from $200,000 per share to $2,000,000 per share. Pursuant to each of the Char

Filing Documents

• ea0221662-8k_logic.htm (8-K) — 28KB
• ea022166201ex3-1ia_logic.htm (EX-3.1I(A)) — 1KB
• ea022166201ex3-1ib_logic.htm (EX-3.1I(B)) — 11KB
• ea022166201ex99-1_logic.htm (EX-99.1) — 8KB
• ex3-1ia_001.jpg (GRAPHIC) — 343KB
• ex3-1ib_001.jpg (GRAPHIC) — 322KB
• ex99-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-099722.txt ( ) — 1147KB
• lgmk-20241118.xsd (EX-101.SCH) — 3KB
• lgmk-20241118_lab.xml (EX-101.LAB) — 33KB
• lgmk-20241118_pre.xml (EX-101.PRE) — 22KB
• ea0221662-8k_logic_htm.xml (XML) — 4KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 18, 2024, LogicMark, Inc. (the "Company"), acting pursuant to authority received at a special meeting of its stockholders on October 1, 2024 (the "Special Meeting"), filed with the Secretary of State of the State of Nevada (i) a certificate of change (the "Charter Amendment") to its articles of incorporation (the "Articles of Incorporation"), which effected a one-for-twenty-five reverse stock split (the "Common Stock Reverse Stock Split") of all of the Company's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"); and (ii) a certificate of amendment (the "Series C Certificate of Amendment") to its Certificate of Designations, Preferences and Rights of Series C Non-Convertible Voting Preferred Stock ("Series C Certificate of Designations"), which effected a one-for-twenty-five reverse stock split (the "Series C Reverse Stock Split" and together with the Common Stock Reverse Stock Split, the "Reverse Stock Splits") of all of the Company's outstanding shares of Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the "Series C Preferred Stock"), and which proportionally increased the stated value of the Series C Preferred Stock from $200,000 per share to $2,000,000 per share. Pursuant to each of the Charter Amendment and the Series C Certificate of Amendment, each of the Reverse Stock Splits became effective as of 5:00 p.m. Eastern Time on November 18, 2024. As a result of the Reverse Stock Splits, every twenty-five (25) shares of Common Stock were exchanged for one (1) share of Common Stock and every twenty-five (25) shares of Series C Preferred Stock were exchanged for one (1) share of Series C Preferred Stock. The Common Stock will begin trading on the Nasdaq Capital Market on a split-adjusted basis at the start of trading on November 19, 2024. The Reverse Stock Splits did not affect the total number of shares

01 Other Events

Item 8.01 Other Events. On November 15, 2024, the Company issued a press release with respect to the Reverse Stock Splits. A copy of such press release is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.

Forward-Looking Statements

Forward-Looking Statements Exhibit 99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements identifying important factors that could cause actual results to differ materially from those anticipated.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 3.1(i)(a) Certificate of Change to Articles of Incorporation of LogicMark, Inc. 3.1(i)(b) Series C Certificate of Amendment to the Series C Certificate of Designations of LogicMark, Inc. 99.1 Press Release, dated November 15, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 1

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 18, 2024 LogicMark, Inc. By: /s/ Mark Archer Name: Mark Archer Title: Chief Financial Officer 2

View Full Filing

View this 8-K filing on SEC EDGAR