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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):
June 26, 2025 (June 23, 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 5.08 Shareholder Director Nominations
LogicMark, Inc. (the “Company”) intends
to hold its 2025 annual meeting of stockholders (the “2025 Annual Meeting”) on August 15, 2025. The Company has set the close
of business on June 23, 2025 as the record date for the determination of stockholders who are entitled to notice of, and to vote at, the
2025 Annual Meeting and any adjournments thereof. The time and location of the 2025 Annual Meeting will be specified in the Company’s
definitive proxy statement on Schedule 14A for the 2025 Annual Meeting.
The Company’s 2024 annual meeting of stockholders
(the “2024 Annual Meeting”) was held on May 22, 2024. As the date of the 2025 Annual Meeting will have been changed by more
than 30 days from the one-year anniversary of the 2024 Annual Meeting, the Company is informing stockholders of this change in accordance
with Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and is informing stockholders
of the new dates described below for submitting stockholder proposals and other matters.
Pursuant to Rule 14a-8 of the Exchange Act, a
stockholder intending to present a proposal to be included in the proxy statement for the 2025 Annual Meeting must deliver the proposal
in writing to the Company’s Secretary at its corporate office at 2801 Diode Lane, Louisville, KY 40299 no later than a reasonable
time before we begin to print and mail the proxy materials for the 2025 Annual Meeting. To be considered for inclusion in this year’s
proxy materials for the 2025 Annual Meeting, shareholder proposals must be submitted in writing on or before the close of business on
July 7, 2025, which the Company believes to be a reasonable deadline under the applicable rules of the Exchange Act. In addition to complying
with such deadline, stockholder proposals intended to be considered for inclusion in the Company’s proxy materials for the 2025
Annual Meeting must also comply with Nevada law as well as all applicable rules and regulations promulgated by the U.S. Securities and
Exchange Commission under the Exchange Act. Any director nominations and stockholder proposals received after such deadline will be considered
untimely and will not be considered for inclusion in the proxy materials for the 2025 Annual Meeting nor will it be considered at the
2025 Annual Meeting.
In addition, any stockholder who wishes to make
a nomination or introduce an item of business at the 2025 Annual Meeting, other than pursuant to Rule 14a-8 under the Exchange Act, must
deliver proper notice to us in writing to our Corporate Secretary at our corporate office at 2801 Diode Lane, Louisville, KY 40299 not
later than the close of business on July 7, 2025.
In addition, to comply with the SEC’s universal
proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide
notice in writing to our Corporate Secretary at our corporate office at 2801 Diode Lane, Louisville, KY 40299 setting forth the information
required by Rule 14a-19 under the Exchange Act no later than the close of business on July 6, 2025.
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: June 26, 2025 |
LogicMark, Inc. |
| |
|
|
| |
By: |
/s/ Mark Archer |
| |
|
Name: |
Mark Archer |
| |
|
Title: |
Chief Financial Officer |
