UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
15
CERTIFICATION
AND NOTICE OF TERMINATION OF REGISTRATION
UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR
SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission
File Number: 001-36616
LogicMark,
Inc.
(Exact
name of registrant as specified in its charter)
2801
Diode Lane
Louisville,
Kentucky 40299
(502)
442-7911
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common
Stock, par value $0.0001 per share
(Title
of each class of securities covered by this Form)
None
(Titles
of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please
place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule
12g-4(a)(1) |
|
☒ |
| Rule
12g-4(a)(2) |
|
☐ |
| Rule
12h-3(b)(1)(i) |
|
☒ |
| Rule
12h-3(b)(1)(ii) |
|
☐ |
| Rule
15d-6 |
|
☐ |
| Rule
15d-22(b) |
|
☐ |
| Title of each class of securities covered by this Form: |
|
Approximate number of holders of record as of
the certification or notice date: |
| Common Stock, par value $0.0001 per share |
|
One holder(1) |
| (1) | LogicMark,
Inc., a Nevada corporation (the “Company”), is voluntarily filing this Form 15 to terminate the registration of its common
stock, par value $0.0001 (“Common Stock”) under Section 12(g) of the Securities Exchange Act of 1934, as amended, and to
suspend its duty to file reports under Sections 13 and 15(d) thereof. On October 13, 2026, pursuant to the Agreement and Plan of Merger,
dated as of July 31, 2026, by and among the Company, Langham Project, LLC, a Nevada limited liability company (“Parent”),
and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent (“Merger Sub”), Merger Sub merged
with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At
the effective time of the Merger, each outstanding share of the Company’s Common Stock was cancelled and converted into the right
to receive $1.31 in cash, without interest and subject to applicable withholding, and each outstanding share of common stock of Merger
Sub was converted into one share of common stock of the surviving corporation. In connection with the Merger, the Common Stock has been
delisted from quotation on the OTC Markets. Accordingly, as of the date hereof, Parent is the sole holder of record of the Common Stock. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, LogicMark, Inc. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.
| |
LogicMark,
Inc. |
| |
|
|
| Date:
October 15, 2026 |
By: |
/s/
Mark Archer |
| |
|
Mark
Archer |
| |
|
Chief
Financial Officer |
