Form 8-K - Current report

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): October 27, 2023

LogicMark, Inc.

(Exact name of registrant as specified in its charter)

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

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))

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

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. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 27, 2023, the board of directors (the “Board”) of LogicMark, Inc., a Nevada corporation (the “Company”), pursuant to its powers under the Company’s bylaws, appointed both Thomas W. Wilkinson and Carine Schneider as members of the Board. Each of Mr. Wilkinson and Ms. Schneider will serve as directors until the next annual meeting of the Company’s stockholders, at which time he or she will stand for election and if elected, serve as Company directors until the annual meeting of the Company’s stockholders following his or her election, or his or her earlier resignation, retirement or other termination of service.

There are no arrangements or understandings between Mr. Wilkinson and any other persons pursuant to which he was named as a director of the Company and there are no arrangements or understandings between Ms. Schneider and any other persons pursuant to which she was named as a director of the Company. Neither Mr. Wilkinson, nor Ms. Schneider is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Wilkinson will serve as a member on each of the Board’s audit committee and compensation committee and Ms. Schneider will serve as a member on the Board’s corporate governance and nomination committee and the chairperson of the Board’s compensation committee.

Item 8.01 Other Events.

On October 31, 2023, the Company issued a press release announcing, among other things, the appointments of Mr. Wilkinson and Ms. Schneider to the Board. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Cautionary Statement Regarding 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release, dated October 31, 2023
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: November 1, 2023	LogicMark, Inc.

	By:	/s/ Mark Archer
	Name:	Mark Archer
	Title:	Chief Financial Officer

Exhibit 99.1

LogicMark Expands its Board of Directors by Naming Carine Schneider and Tom Wilkinson as Company’s Innovative Product Pipeline Continues to Grow (Updated with Additional Details)

LOUISVILLE, KY, October 31, 2023 — LogicMark, Inc. (Nasdaq: LGMK) (the “Company”), creator of the most innovative personal safety and security technology designed for the care economy, today announced that Carine Schneider, FGE, and Tom Wilkinson will join as the newest members of its Board of Directors. Ms. Schneider and Mr. Wilkinson both bring decades of corporate governance, finance, operations, technology, M&A, advisory and CEO experience.

“I am thrilled to welcome Carine and Tom to our Board of Directors. Carine’s demonstrated history of leadership and innovation in the technology and finance sectors, coupled with Tom’s extensive experience and influential work with a variety of successful technology companies, align perfectly with LogicMark’s vision to transform the care economy and improve the safety and quality of life for all,” said Chia-Lin Simmons, CEO of LogicMark. “We’re looking forward to their guidance and expertise as we take the next step in our evolution as a company.”

Ms. Schneider is a co-founder of Compass Equity Strategic Advisors and possesses extensive experience in the private market and global compensation industry. She was most recently the President of AST Private Company Solutions, the provider of Astrella, a SaaS solution, which allows private companies to manage their shareholder data. Ms. Schneider started her career as a Manager of Shareholder Relations at Oracle Corporation, where she assisted in the company’s IPO. She was formerly the President, Nasdaq Private Market, CEO of Certent, Founder and CEO of Global Shares, Partner at PwC, Director of Strategic Planning with Morgan Stanley, and was the Leader of the Global Stock Plan Services at Towers Watson. She published her first book “The Democratization of the Private Market” in 2021 and founded the Global Equity Organization (GEO), where she now serves as Chair Emeritus. Ms. Schneider also served on the Board of Directors of Certent, Global Shares, and AST Private Company Solutions. She holds a Bachelor’s degree from the University of California, Santa Cruz, is a Fellow of Global Equity (FGE) and will lead LogicMark’s Compensation committee.

“LogicMark is leading the charge to transform the rapidly growing care economy and ’silver tsunami,’” said Ms. Schneider. “The urgency for bringing modern technology to solutions like those LogicMark provides is more significant than ever, as close to 1 in 4 adults will be over 65 by 2030. It’s inspiring to join an organization that is making meaningful strides in empowering everyone to embrace independence.”

Mr. Wilkinson is a professional advisor and consultant through his businesses, Wilkinson & Company and re/Manifest, which he founded to provide turn around, M&A and business growth advisory services. He is currently a board member of Astrotech Corporation (Nasdaq: ASTC) and has served as the Chief Executive Officer of Sonim Technologies (NASDAQ: SONM) and SideChannel (OTC: SDCH), and served as Chairman of the Board for SideChannel. He was also the former Chief Executive Officer of Xplore Technologies Corp. (Nasdaq: XPLR) which was sold to Zebra Technologies in July 2018. Prior to becoming the Chief Executive Officer of Xplore Technologies Corp., Mr. Wilkinson served as the Chief Financial Officer of this international rugged tablet company. He brings to LogicMark significant Board and financial experience, as well as expertise in mergers and acquisitions, international business, and governance. Mr. Wilkinson holds both a Master’s and Bachelor’s degrees from the University of Texas and is a Certified Public Accountant and will serve on the Audit and Compensation Committees.

“I’m thrilled to join LogicMark during this pivotal moment in the Care Economy,” said Wilkinson. “I’m extremely impressed with their passionate team, deep understanding of consumer needs, and growing pipeline of innovative technological solutions that allow people of all ages to lead an independent life. The company is not dissimilar to other early-stage companies that I have advised and seen grow through careful planning, only to reward their shareholders over time.”

About LogicMark, Inc.

LogicMark, Inc. (Nasdaq: LGMK) is on a mission to let people of all ages lead a life with dignity, independence and the joy of possibility. LogicMark provides personal emergency response systems (PERS), health communications devices, personal safety apps, services and technologies to create a Connected Care Platform. Made up of a team of leading technologists with a deep understanding of IoT, AI and machine learning and a passionate focus on understanding consumer needs, LogicMark is dedicated to building a ‘Care Village’ with proprietary technology and creating innovative solutions for the care economy. The Company’s PERS technologies are sold through the United States Veterans Health Administration, dealers, distributors and direct to consumer. LogicMark has been awarded a contract by the U.S. General Services Administration that enables the Company to distribute its products to federal, state, and local governments. To learn more, visit logicmark.com and investors.logicmark.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect to the reverse stock splits described above and the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company’s ability to implement its long range business plan for various applications of its technology; the Company’s ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications of the Company’s technology; the Company’s ability to maintain its Nasdaq listing for its common stock; and management of growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the SEC.

PR Contact

Yalda Rafie

SutherlandGold for LogicMark

logicmark@sutherlandgold.com

IR Contact

A. Pierre Dubois

Finn Partners for LogicMark

investors@logicmark.com

Cover	Oct. 27, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 27, 2023
Entity File Number	001-36616
Entity Registrant Name	LogicMark, Inc.
Entity Central Index Key	0001566826
Entity Tax Identification Number	46-0678374
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	2801 Diode Lane
Entity Address, City or Town	Louisville
Entity Address, State or Province	KY
Entity Address, Postal Zip Code	40299
City Area Code	502
Local Phone Number	442-7911
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	LGMK
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false