[8-K] LOGICMARK INC Reports Material Event

Rhea-AI Filing Summary

LogicMark (NASDAQ:LGMK) filed a Form 8-K under Item 5.08 to announce that its 2025 annual meeting of stockholders will be held on August 15 2025. The board set June 23 2025 as the record date for voting eligibility. Shareholder proposals and director nominations seeking inclusion in the proxy statement under Rule 14a-8 must be received by the close of business on July 7 2025, while universal proxy notices under Rule 14a-19 are due by July 6 2025. No other material financial or governance changes were disclosed.

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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.

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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

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FAQ

When will LGMK hold its 2025 annual meeting of stockholders?

The 2025 Annual Meeting is scheduled for August 15, 2025.

What is LogicMark's record date for voting at the 2025 Annual Meeting?

Shareholders of record at the close of business on June 23, 2025 are entitled to vote.

What is the deadline for submitting Rule 14a-8 shareholder proposals to LGMK?

Eligible proposals must be delivered to the company by July 7, 2025 for proxy inclusion.

By what date must investors comply with the universal proxy notice requirement?

Notices under Rule 14a-19 must be received by July 6, 2025.