Winvest Files SC 13D/A Amendment for LogicMark Holdings

TL;DR

Winvest updated its 13D filing for LogicMark (LGMK) - watch for potential moves.

AI Summary

Winvest Investment Fund Management Corp. filed an amendment (No. 2) to its Schedule 13D on October 30, 2024, regarding its holdings in LogicMark, Inc. The filing indicates a change in the beneficial ownership of LogicMark's common stock. Winvest Investment Fund Management Corp. is based in Bellevue, WA, and the filing was made under the Securities Exchange Act of 1934.

Why It Matters

This amendment signals a potential shift in control or strategy for LogicMark, Inc., as a significant investor updates its filing. Investors will monitor future actions for potential impact on the stock price.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or shifts in investor influence, which can introduce volatility.

Key Players & Entities

• Winvest Investment Fund Management Corp. (company) — Filer of the Schedule 13D/A
• LogicMark, Inc. (company) — Subject company
• Jourdan Matthews (person) — Contact person for Winvest Investment Fund Management Corp.

FAQ

Key Financial Figures

• $0.0001 — Inc. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• tm2427144d1_sc13da.htm (SC 13D/A) — 40KB
• 0001104659-24-112658.txt ( ) — 41KB

Purpose of Transaction

ITEM 4. Purpose of Transaction. On October 29, 2024, Winvest’s legal counsel received a letter from the Issuer’s legal counsel (the “ October 29 Letter ”) that asserts that Winvest is not a majority stockholder of the Issuer and that the Written Consent of the Majority Stockholder of LogicMark, Inc. executed by Winvest on October 25, 2024 and filed as Exhibit 2 to this Schedule 13D on October 29, 2024 (the “ Written Consent ”) is therefore null and void. The relevant text from the October 29 Letter is as follows: Winvest is not (and has not ever been) the majority shareholder of the Company, as confirmed by the enclosed letter from the Company’s transfer agent (annexed as Exhibit A). . . . As of October 24, 2024 and since that date, the Company has had 45,352,789 shares of Common Stock outstanding. Thus, as of the date it purported to execute the Consent, Winvest owned just 8.98% of the outstanding shares of the Company’s Common Stock. Likewise, Winvest had no authority to undertake the purported actions set forth in the Consent—including purportedly amending the Company’s Bylaws and appointing an entirely new slate of directors—each of which actions are null and void. NRS 78.320(2) provides, in relevant part, that a written consent must be “signed by stockholders holding at least a majority of the voting power.” As discussed above, Winvest manifestly does not hold a majority of the voting power of the Company. Winvest is assessing the foregoing information that the Issuer made available to Winvest on October 29, 2024 and plans to continue to assess such additional information as the Issuer may make available, either publicly or privately, in support of the Issuer’s assertions that Winvest was not a majority stockholder as of October 25, 2024 and the Written Consent is therefore null and void.

Interest in Securities of the Issuer

ITEM 5. Interest in Securities of the Issuer. (a) As of the end of business on October 29, 2024 (the Event Date of this Amendment No. 2) and October 30, 2024 (the filing date of this Amendment No. 2), Winvest directly owned/owns 4,074,587 shares of Common Stock, representing 67.2% (but see the remaining provisions of this paragraph) of all of the outstanding shares of Common Stock. Mr. Matthews, as the sole stockholder, sole director and the President of Winvest, may be deemed to beneficially own the shares of Common Stock owned directly by Winvest; Mr. Matthews disclaims beneficial ownership thereof. The percentage ownership of each Reporting Person is based on 6,065,383 shares of Common Stock outstanding as of August 12, 2024, as reported by the Issuer in its Form 10-Q filed with the SEC on August 14, 2024. However, the Issuer asserts in the October 29 Letter that such number of shares outstanding changed as of the relevant dates for purposes of this Schedule 13D. The Reporting Persons are assessing such assertion. Page 4 of 6 Pages As of the end of business on the Event Date and the filing date of this Amendment No. 2, Mr. Matthews did not directly own any shares of Common Stock. (b) Winvest has, and Mr. Matthews may be deemed to have, the sole power to vote or direct the vote of and to dispose or direct the disposition of the shares of Common Stock reported herein. (c) No transactions in the Common Stock have been effected by the Reporting Persons since the filing date of Amendment No. 1 to this Schedule 13D. (d) Not applicable. (e) Not applicable. Page 5 of 6 Pages SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct. Dated: October 30, 2024 The Winvest Investment Fund Management Corp. By: /s/ Jourdan Matthews Name: Jourdan Matthews Title: President /s/ Jourdan Matthews Jourdan Matthe

View Full Filing

View this SC 13D/A filing on SEC EDGAR