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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 5, 2026
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 |
| - |
|
- |
|
- |
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 5.07 Submission of Matters to a Vote of Security Holders.
On October 5, 2026, LogicMark, Inc. (the
“Company”) held a special meeting of stockholders (the “Special Meeting”). Set forth below are the three
proposals that were considered at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector
of elections for the Special Meeting. These proposals are described in further detail in the Revised Definitive Proxy Statement on
Schedule 14A filed by the Company with the U.S. Securities and Exchange Commission on September 9, 2026.
As of the close of business on August 11,
2026, the record date for the Special Meeting, 899,759 shares of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”) were issued, outstanding and entitled to vote, 1 share of the Company’s Series C non-convertible
voting preferred stock, par value $0.0001 per share (the “Series C Preferred Stock”), was issued, outstanding and
entitled to vote, held by one record holder, and 250,000 shares of the Company’s Series J convertible preferred stock, par
value $0.0001 per share (the “Series J Preferred Stock”) were issued, outstanding and entitled to vote, held by one
record holder. Holders of shares of Common Stock and the holder of the share of Series C Preferred Stock were entitled to one vote
per share for each share of Common Stock and share of Series C Preferred Stock held by them, respectively. The holder of shares of
Series J Preferred Stock was entitled to two votes per share for each share of Series J Preferred Stock held by it. Stockholders
holding an aggregate of 891,275 votes were present at the Special Meeting, in person or represented by proxy, which number
constituted a quorum.
Proposal 1 - The
approval to adopt an Agreement and Plan of Merger, dated as of July 31, 2026, by and among the Company, Langham Project, LLC, and
Langham Merger Sub, Inc. and all transactions related thereto (the “Merger Agreement Proposal”). The final voting results
were as follows:
| For | |
Against | |
Abstain | |
Broker
Non-Votes |
| 769,970 | |
121,134 | |
171 | |
N/A |
Proposal 2 – The approval, by non-binding,
advisory vote, compensation that will or may become payable to the Company’s named executive officers in connection with the Merger.
The final voting results were as follows:
For |
|
Against |
|
Abstain |
|
Broker
Non-Votes |
| 738,314 |
|
126,063 |
|
26,897 |
|
N/A |
The proposal to adjourn the Special Meeting to
a later date or dates to solicit additional proxies if there were insufficient votes to approve the Merger Agreement Proposal at the time
of the Special Meeting was not submitted to Company’s shareholders for approval at the Special Meeting because there were sufficient
votes to approve the Merger Agreement Proposal. No broker non-votes were tabulated with respect to any proposal.
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: October 7, 2026 |
LogicMark, Inc. |
| |
|
|
| |
By: |
/s/ Mark Archer |
| |
|
Name: |
Mark Archer |
| |
|
Title: |
Chief Financial Officer |
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