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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):
July 11, 2025 (July 9, 2025)
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 registrant’s principal executive office) |
|
(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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
On July 9, 2025, LogicMark, Inc., a Nevada corporation (the “Company”), filed with the Secretary of State of the State of
Nevada certificates of withdrawal for its (i) Certificate of Designations, Preferences and Rights of the Series H Convertible Non-Voting
Preferred Stock (the “Series H Certificate of Designation”) and (ii) Certificate of Designations, Preferences and Rights of
the Series I Non-Convertible Voting Preferred Stock (the “Series I Certificate of Designation”) in order to eliminate and
cancel all designations, rights, preferences and limitations of the shares of the Company’s Series H Convertible Non-Voting Preferred
Stock, par value $0.0001 per share (the “Series H Preferred Stock”), and Series I Non-Convertible Voting Preferred Stock,
par value $0.0001 per share (the “Series I Preferred Stock”), respectively. Prior to the filing of each such certificate of
withdrawal, all 1,000 authorized shares of Series H Preferred Stock had been converted into shares of the Company’s common stock
and all 1,000 authorized shares of Series I Preferred Stock had been redeemed, pursuant to the applicable provisions of the Series H Certificate
of Designation and the Series I Certificate of Designation, respectively. Such shares have resumed the status of authorized but unissued
shares of preferred stock of the Company. Prior to the filing of each such certificate of withdrawal, there were no shares of Series H
Preferred Stock or Series I Preferred Stock issued and outstanding, and no shares of Series H Preferred Stock or Series I Preferred Stock
were to be issued subject to the Series H Certificate of Designation or Series I Certificate of Designation, respectively. Each of the
certificates of withdrawal for the Series H Preferred Stock and Series I Preferred Stock became effective upon their filing with the Secretary
of State of the State of Nevada.
The foregoing descriptions of each of the certificates of withdrawal for the Series H Preferred Stock and the Series I Preferred Stock
are not complete and are subject to and qualified in their entirety by reference to such applicable certificate of withdrawal, copies
of which are attached to this Current Report on Form 8-K as Exhibits 3.1(i)(a) and 3.1(i)(b), respectively, and incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number |
|
Description |
| 3.1(i)(a) |
|
Certificate of Withdrawal for Series H Preferred Stock |
| 3.1(i)(b) |
|
Certificate of Withdrawal for Series I Preferred Stock |
| 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: July 11, 2025 |
LogicMark, Inc. |
| |
|
|
| |
By: |
/s/ Mark Archer |
| |
|
Name: |
Mark Archer |
| |
|
Title: |
Chief Financial Officer |
