LogicMark (LGMK) completes $250K Rule 506(b) private stock offering

Rhea-AI Filing Summary

LogicMark, Inc., a Nevada corporation in the health care/biotechnology sector, filed a Form D for a new exempt offering of equity securities and securities issuable upon exercise of related rights under Rule 506(b) of Regulation D. The offering has raised $250,000 with $0 remaining to be sold, and no finders' fees reported. The first sale occurred on 2026-07-28. A purchaser entered into a voting agreement to vote its preferred stock for each board-recommended proposal at LogicMark's next stockholder meeting, including approval of a merger.

Key Figures

Total Amount Sold: $250,000 USD Total Remaining to be Sold: $0 USD Date of First Sale: 2026-07-28 +2 more

5 metrics

Total Amount Sold $250,000 USD Equity and related securities sold in the exempt offering

Total Remaining to be Sold $0 USD Reported remaining amount in the offering

Date of First Sale 2026-07-28 Initial closing date for the Rule 506(b) offering

Finders' Fees $0 USD Finders' fees expenses for the offering

Form D Signature Date 2026-08-11 Signed by the Chief Financial Officer

Key Terms

Rule 506(b), Regulation D, voting agreement, covered securities, +1 more

5 terms

Rule 506(b) regulatory

"X | Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

voting agreement financial

"Purchaser entered into a voting agreement with the issuer to vote its preferred stock"

A voting agreement is a legally binding pact in which shareholders promise to cast their votes the same way on certain corporate matters, such as electing directors or approving a merger. It matters to investors because it changes who controls company decisions and makes outcomes more predictable—like a group of neighbors agreeing in advance to vote the same way on a community rule, it can strengthen or limit the influence of other shareholders and affect the company’s future direction.

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA"

exempt offering of securities regulatory

"FORM D Notice of Exempt Offering of Securities"

FAQ

What type of securities is LogicMark (LGMK) offering in this Form D filing?

LogicMark is offering equity securities and securities to be acquired upon exercise of options, warrants or other rights in an exempt private placement under Rule 506(b) of Regulation D.

How much has LogicMark (LGMK) raised in its exempt offering?

LogicMark reports total securities sold of $250,000 with $0 remaining to be sold in this offering, indicating the reported offering amount has been fully placed with investors.

Under which exemption is LogicMark (LGMK) conducting this private offering?

The company is relying on Rule 506(b) of Regulation D as its federal exemption, which allows private offerings to accredited investors and, subject to conditions, limited non-accredited investors without general solicitation.

When did the first sale occur in LogicMark’s (LGMK) Form D offering?

LogicMark discloses the date of first sale as 2026-07-28, showing that investor funds were first accepted on that date under the Rule 506(b) exempt offering structure.

What voting agreement related to a merger is disclosed by LogicMark (LGMK)?

A purchaser entered a voting agreement with LogicMark to vote its preferred stock for each board-recommended proposal at the next stockholder meeting, including to approve a merger proposed by the board.

Did LogicMark (LGMK) pay any finders' fees in this Form D offering?

LogicMark reports finders' fees of $0 for the offering, indicating no separate compensation was paid to intermediaries identified as finders in connection with placing the $250,000 of securities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/11/2026 - 04:31 PM Accepted by SEC EDGAR 08/11/2026 - 04:30 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001566826

Nxt-ID, Inc.

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

LogicMark, Inc.

Jurisdiction of Incorporation/Organization

NEVADA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
LogicMark, Inc.
Street Address 1		Street Address 2
2801 DIODE LANE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
LOUISVILLE	KENTUCKY	40299	(502) 442-7911

3. Related Persons

Last Name	First Name	Middle Name
Simmons	Chia-Lin
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Chief Executive Officer and President

Last Name	First Name	Middle Name
Archer	Mark
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Chief Financial Officer

Last Name	First Name	Middle Name
Curtis	Robert
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Schneider	Carine
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Board Chair

Last Name	First Name	Middle Name
Pettitt	John
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gutierrez	Barbara
Street Address 1	Street Address 2
2801 Diode Lane
City	State/Province/Country	ZIP/PostalCode
Louisville	KENTUCKY	40299

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2026-07-28				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? X Yes No

Clarification of Response (if Necessary):

Purchaser entered into a voting agreement with the issuer to vote its preferred stock for each board recommended proposal at issuer's next stockholder meeting, including to approve a merger.

11. Minimum Investment

Minimum investment accepted from any outside investor $250,000 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$250,000	USD	or Indefinite
Total Amount Sold	$250,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
LogicMark, Inc.	/s/ Mark Archer	Mark Archer	Chief Financial Officer	2026-08-11

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.