UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
LogicMark,
Inc. |
(Name
of Issuer) |
Common
Stock, par value $0.0001 per share |
(Title
of Class of Securities) |
David
E. Danovitch, Esq.
Sullivan
& Worcester LLP
1633
Broadway – 32nd Floor
New
York, NY 10019
(212)
660-3000 |
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
|
August
7, 2023 |
(Date
of Event which Requires Filing of this Statement) |
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D,
and is filing this Schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d-7(b)
for other parties to whom copies are to be sent.
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a prior cover page. |
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section
of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).
CUSIP
No. 67091J503 |
13D |
Page
2 of 5 Pages |
1 |
name
of reporting persons
Chia-Lin
Simmons |
|
2 |
check
the appropriate box if a member of a group*
|
(a) ☐
(b) ☐ |
3 |
sec
use only
|
|
4 |
source
of funds*
OO
(1) |
|
5 |
check
if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
☐ |
6 |
citizenship
or place of organization
United
States |
|
number
of
shares
beneficially
owned by
each
reporting
person
with |
7 |
sole
voting power
85,536
(2) |
|
8 |
shared
voting power
0 |
|
9 |
sole
dispositive power
85,536
(2) |
|
10 |
shared
dispositive power
0 |
|
11 |
aggregate
amount beneficially owned by each reporting person
85,536
(2) |
|
12 |
check
box if the aggregate amount in row (11) excludes certain shares*
|
☐ |
13 |
percent
of class represented by amount in row (11)
6.5%
(3) |
|
14 |
type
of reporting person*
IN |
|
| (1) | Consists
of an aggregate of 85,536 shares of common stock, par value $0.0001 per share, of the issuer
(“Common Stock”) granted by the issuer to Chia-Lin Simmons (the “Reporting
Person”) as restricted stock awards for her services as Chief Executive Officer and
President of the issuer, certain of which shares are subject to vesting as described in Item
6 of this Statement on Schedule 13D, subject to Ms. Simmons’ continued service through
each such vesting date. |
| (2) | Consists
of 85,536 shares of Common Stock beneficially owned by the Reporting Person. All disclosure
relating to the number of shares of Common Stock in this Statement on Schedule 13D reflects
the 1-for-20 reverse stock split of the Common Stock effected by the issuer on April 21,
2023. |
| (3) | Calculated
based on 1,325,017 shares of Common Stock outstanding as of August 9, 2023, as reported in
the issuer’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2023, filed with the U.S. Securities and Exchange Commission on August 11, 2023. |
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Item
1. Security and Issuer.
This
Statement on Schedule 13D (this “Schedule 13D”) relates to the common stock, par value $0.0001 per share (“Common Stock”),
of LogicMark, Inc., a Nevada corporation (the “Issuer”). The Issuer’s principal executive offices are located at 2801
Diode Lane, Louisville, KY 40299.
Item
2. Identity and Background.
| (a) | This
Schedule 13D is being filed by Chia-Lin Simmons (the “Reporting Person”). |
| (b) | The
business address of the Reporting Person is 2801 Diode Lane, Louisville, KY 40299. |
| (c) | The
Reporting Person is the Chief Executive Officer and President of the Issuer, as well as a
director of the Issuer. |
| (d) | –
(e) The Reporting Person has not been, during the last five years, convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding of any violation with respect to such laws. |
| (f) | The
Reporting Person is a citizen of the United States of America. |
Item
3. Source or Amount of Funds or Other Consideration.
The
Reporting Person beneficially owns 85,536 shares of Common Stock, of which (i) 13,328 shares of Common Stock were granted to the Reporting
Person as a material inducement to employment in accordance with Nasdaq Listing Rule 5635(c)(4) outside of the Issuer’s stock incentive
plans and (ii) 72,208 shares of Common Stock granted pursuant to the Issuer’s stock incentive plans as compensation for the Reporting
Person’s service as Chief Executive Officer of the Issuer.
Item
4. Purpose of Transaction.
The
Reporting Person is the Chief Executive Officer and President of the Issuer, as well as a member of the Issuer’s board of directors
(the “Board”). All of the Issuer’s shares of Common Stock owned by the Reporting Person have been acquired or granted
to the Reporting Person by the Issuer in her capacity as an officer of the Issuer, as further described in Item 6 below. The Reporting
Person, in her capacity as the Chief Executive Officer and President of the Issuer and a stockholder of the Issuer, intends to engage
in communications with one or more other shareholders or other security holders of the Issuer, one or more officers of the Issuer, one
or more members of the Board and/or one or more representatives of the Issuer regarding the Issuer, including but not limited to its
operations. The Reporting Person, in such capacities, will discuss ideas that, if effected, may relate to or result in any of the matters
listed in Items 4(a)-(j) of Schedule 13D.
Except
as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the actions required
to be described in subsections (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may, at any time, review or reconsider
her positions with respect to the Issuer and formulate plans or proposals with respect to any of such matters, but except as described
herein, has no present intention of doing so.
The
information contained in rows (7), (8), (9), (10), (11) and (13) of the cover page of this Schedule 13D and the corresponding footnotes,
and the information set forth in or incorporated by reference in Items 2, 3, 5 and 6 of this Schedule 13D is hereby incorporated by reference
in its entirety into this Item 4.
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Item
5. Interest in Securities of the Issuer.
The
responses to rows (7) through (13) of the cover page of this Schedule 13D and the corresponding footnotes are hereby incorporated by
reference in their entirety in this Item 5.
| (a) | See
responses to rows (11) and (13) on the cover page. |
| (b) | See
response to rows (7), (8), (9) and (10) on the cover page. |
| (c) | On
August 7, 2023, the Reporting Person was awarded an aggregate of 62,000 shares of Common
stock as compensation for the Reporting Person’s service as an officer pursuant to
the Issuer’s 2023 Stock Incentive Plan. Except as described in Item 6 or as otherwise
set forth in this Schedule 13D, the Reporting Person has not, to the best of her knowledge,
engaged in any transaction with respect to the Common Stock during the sixty days prior to
the date of filing this Schedule 13D. |
| (d) | To
the knowledge of the Reporting Person, no person other than the Reporting Person has the
right to receive or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Common Stock of the Issuer beneficially owned by the Reporting
Person as reported in the Schedule 13D. |
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
On
June 14, 2021, the Issuer entered into that certain employment agreement with the Reporting Person (the “Prior Agreement”),
pursuant to which the Reporting Person was appointed Chief Executive Officer of the Issuer and a member of the Board, effective June
14, 2021, In connection with the Prior Agreement, the Reporting Person was granted 13,328 restricted shares of Common Stock in accordance
with Nasdaq Listing Rule 5635(c)(4) outside of the Issuer’s stock incentive plans as a material inducement to such employment.
Such shares have a vesting period of 48 months, which commenced on June 14, 2021, with 1/4 of such shares vesting on June 14, 2022, and
thereafter, 1/36 of such shares vesting on the first day of each subsequent month, until all such shares are vested, so long as the Reporting
Person remains in the service of the Issuer.
On
January 3, 2022, an additional 10,208 of restricted shares of Common Stock were issued to the Reporting Person pursuant to the Issuer’s
2013 Long-Term Incentive Plan as compensation for her service as Chief Executive Officer of the Issuer. Such shares have a three-year
vesting period commencing on January 3, 2022, with 1,703 of such shares vesting on July 3, 2022, and thereafter, 851 of such shares vesting
on the first day of each subsequent quarter until the entire award has vested, so long as the Reporting Person remains in the service
of the Issuer for each such quarter.
On
November 2, 2022, but effective as of June 14, 2022, the Reporting Person and the Issuer entered into that certain executive employment
agreement (the “Employment Agreement”), which supersedes the Prior Agreement. Pursuant to the Employment Agreement, among
other things, the Issuer agreed to grant the Reporting Person such number of shares of Common Stock from time to time, during the term
of the Employment Agreement and subject to approval by the Board, so that the aggregate number of Common Stock held by the Reporting
Person at all times during such term equals six percent (6%) of the Issuer’s aggregate issued and outstanding Common Stock as of
the applicable date of such grant.
On
August 7, 2023, in accordance with the terms of the Employment Agreement, 62,000 shares of Common Stock were issued to the Reporting
Person pursuant to the Issuer’s 2023 Stock Incentive Plan. Such shares are subject to vesting commencing on July 3, 2023, with
1/4 of such shares to vest on July 3, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent 3-month period
until the entire award has vested, so long as the Reporting Person remains in the service of the Issuer for each such quarter.
Except
as described herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting
Person and any other person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of
the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
Item
7. Material to be filed as Exhibits.
The
foregoing summaries of each of the Prior Agreement and the Employment Agreement do not purport to be complete and are qualified in
their entirety by reference to the full text of each of the Prior Agreement and the Employment Agreement, copies of which are each
filed as Exhibit 10.1 to the Issuer’s Current Report on Form 8-K, filed with the U.S. Securities and Exchange Commission on June
17, 2021 and November
4, 2022, respectively, and which are incorporated by reference into this Item 7.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Date:
August 16, 2023 |
|
|
|
|
/s/
Chia-Lin Simmons |
|
Name:
Chia-Lin Simmons |
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