LogicMark (LGMK) CEO reports 8.3% stake and backs merger plan

Rhea-AI Filing Summary

LogicMark, Inc. President and CEO Chia-Lin Simmons reported beneficial ownership of 74,965 shares of common stock, representing 8.3% of the class, based on 899,759 shares outstanding as of August 3, 2026. She holds sole voting and dispositive power over these shares, which were granted as restricted stock and other equity compensation between June 2021 and November 2025.

An amended executive employment agreement dated July 27, 2026 requires that she be issued additional shares from time to time so her holdings equal at least 6% of LogicMark's outstanding common stock. Simmons helped approve a July 31, 2026 Agreement and Plan of Merger under which each LogicMark share will be cancelled and converted into the right to receive cash merger consideration, and she intends to vote all of her shares and recommend that shareholders vote "FOR" approval of the merger and related transactions.

Key Figures

Shares beneficially owned: 74,965 shares Ownership percentage: 8.3 % Shares outstanding: 899,759 shares +3 more

6 metrics

Shares beneficially owned 74,965 shares Common stock held by Chia-Lin Simmons with sole voting and dispositive power

Ownership percentage 8.3 % Percent of LogicMark common stock class represented by Simmons’ holdings

Shares outstanding 899,759 shares LogicMark common stock issued and outstanding as of August 3, 2026

Minimum ownership covenant 6 percent Minimum of outstanding common shares her employment agreement requires her to hold

Merger Agreement date July 31, 2026 Date of Agreement and Plan of Merger with Langham Project, LLC and Merger Sub

Employment Agreement date July 27, 2026 Date of amended and restated executive employment agreement with Simmons

Key Terms

beneficial ownership, Agreement and Plan of Merger, restricted stock awards, dispositive power

4 terms

beneficial ownership financial

"the Reporting Person's beneficial ownership information as of the date"

Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.

Agreement and Plan of Merger regulatory

"The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement")"

An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.

restricted stock awards financial

"in connection with the issuance of restricted stock awards to the Reporting Person"

Restricted stock awards are company shares given to employees or executives that cannot be sold or transferred until certain conditions — like staying with the company for a set time or meeting performance targets — are met, like a gift that is locked in a safe until rules are satisfied. Investors care because these awards tie management’s pay to company performance, can increase the number of shares outstanding when they become tradable (dilution), and may signal expected future selling pressure or commitment to long-term growth.

dispositive power financial

"Number of Shares Beneficially Owned... Sole Dispositive Power 74,965.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

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

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Available on EDGAR 08/03/2026 - 05:12 PM Accepted by SEC EDGAR 08/03/2026 - 05:12 PM Learn about SEC filing dates

FAQ

What percentage of LogicMark (LGMK) does Chia-Lin Simmons currently beneficially own?

Chia-Lin Simmons beneficially owns 74,965 shares of LogicMark common stock, representing 8.3% of the class. This percentage is calculated using 899,759 shares outstanding as of August 3, 2026, and she has sole voting and dispositive power over these shares.

How did Chia-Lin Simmons acquire her 74,965 LogicMark (LGMK) shares?

Her 74,965 shares were granted as equity compensation under LogicMark’s stock incentive plans, employment agreements and award agreements. The grants, including restricted stock awards, were made between June 2021 and November 2025, as partial consideration for her services as President and Chief Executive Officer.

What ownership level does Chia-Lin Simmons’ employment agreement require in LogicMark (LGMK)?

Her amended employment agreement dated July 27, 2026 requires that she be issued shares so her holdings equal at least 6% of LogicMark’s issued and outstanding common stock at all times, effectively maintaining a significant ongoing equity stake in the company.

What merger involving LogicMark (LGMK) is referenced and what happens to the shares?

LogicMark entered a July 31, 2026 Agreement and Plan of Merger with Langham Project, LLC and Langham Merger Sub, Inc. At the effective time, each LogicMark common share will be cancelled and automatically converted into the right to receive cash merger consideration as set forth in the agreement.

How does Chia-Lin Simmons plan to vote her LogicMark (LGMK) shares on the proposed merger?

In her roles as President, CEO and director, Simmons approved the Merger Agreement and intends to vote all of her shares "FOR" approval and adoption of the merger and related transactions, and to recommend that other shareholders also vote "FOR" the merger proposals.

Can Chia-Lin Simmons buy or sell additional LogicMark (LGMK) shares beyond her current holdings?

Yes. Subject to restrictions from her roles and applicable law, she may from time to time acquire additional shares in the open market or otherwise, or dispose of shares she beneficially owns, based on factors such as the merger, market conditions and tax considerations.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

LogicMark, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

67091J800

(CUSIP Number)

David E. Danovitch, Esq.
Sullivan & Worcester LLP, 1251 Avenue of the Americas
New York, NY, 10020
(212) 660-3060

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

11/03/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 67091J800

1

Name of reporting person

Chia-Lin Simmons

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 74,965.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 74,965.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

74,965.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

8.3 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

The beneficial ownership percentage set forth in this Statement on Schedule 13D (this ''Schedule 13D'') is based on 899,759 shares of common stock, par value $0.0001 per share (the ''Common Stock''), issued and outstanding as of August 3, 2026, as verified with the issuer.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.0001 per share
(b)	Name of Issuer: LogicMark, Inc.
(c)	Address of Issuer's Principal Executive Offices: 2801 Diode Lane, Louisville, KENTUCKY , 40299.
Item 1 Comment: This Schedule 13D relates to the shares of Common Stock of LogicMark, Inc., a Nevada corporation Comment: (the "Issuer"). This Schedule 13D constitutes a late filing due to inadvertent administrative error. Certain of the shares of the Issuer disclosed in this Schedule 13D were initially acquired by the Reporting Person (as defined below) on November 3, 2025 in connection with the issuance of restricted stock awards to the Reporting Person as partial consideration for her services as President and Chief Executive Officer of the Issuer. This Schedule 13D is being filed by the Reporting Person in order to disclose the Reporting Person's beneficial ownership information as of the date of the filing of this Schedule 13D and, as further described in Item 4 below, the Reporting Person's position with respect to the Merger (as defined below) and the other transactions contemplated by the Merger Agreement (as defined below).
Item 2.	Identity and Background
(a)	Chia-Lin Simmons (the "Reporting Person").
(b)	2801 Diode Lane, Louisville, Kentucky 40299.
(c)	Chief Executive Officer, President and a director of the Issuer.
(d)	The Reporting Person, during the last five years, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	The Reporting Person, during the last five years, was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States
Item 3.	Source and Amount of Funds or Other Consideration
	The shares of Common Stock reported in this Schedule 13D were granted to the Reporting Person pursuant to the Issuer's stock incentive plans, employment agreements and award agreements with the Reporting Person as partial compensation for her services as Chief Executive Officer and President of the Issuer. The Reporting Person holds an aggregate of 74,965 shares of Common Stock as a result of grants made by the Issuer between June 2021 and November 2025 (as adjusted for all applicable reverse stock splits). As described in Item 6 of this Schedule 13D, on July 27, 2026, the Issuer entered into an amended and restated executive employment agreement with the Reporting Person (the "Employment Agreement"), which supersedes all prior employment agreements between the Issuer and the Reporting Person. Prior to the Employment Agreement, the Reporting Person was party to an executive employment agreement with the Issuer, dated November 2, 2022, the term of which was subsequently extended by such parties on May 15, 2025. Among other terms and conditions, the Employment Agreement provides that the Reporting Person is required to be issued shares of Common Stock from time to time such that the aggregate number of shares of Common Stock held by the Reporting Person equals not less than six percent (6%) of the Issuer's issued and outstanding shares of Common Stock at all times.
Item 4.	Purpose of Transaction
	The Reporting Person is the President, Chief Executive Officer and a director of the Issuer. The Reporting Person holds the shares of Common stock reported in this Schedule 13D in connection with her services as an executive officer and director of the Issuer. See also the comment to Item 1 of this Schedule 13D and response to Item 3 of this Schedule 13D. The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2026, with Langham Project, LLC, a Nevada limited liability company ("Parent"), and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger"). Pursuant to the Merger Agreement, among other things, at the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to such time will be cancelled and automatically converted into the right to receive cash merger consideration as set forth in the Merger Agreement. Reference is made to the Current Report on Form 8-Ks filed by the Issuer with the U.S. Securities and Exchange Commission ("SEC") on August 3, 2026, which further describes the Merger, changes to the Issuer's capitalization and corporate structure, and the anticipated termination of the registration and quotation of the Common Stock following consummation of the Merger. Such disclosure is incorporated herein by reference to the extent relevant to Items 4(a) through 4(j) of Schedule 13D. The Reporting Person, in her capacity as the President and Chief Executive Officer and a member of the board of directors of the Issuer (the "Board"), participated in the approval of the Merger Agreement and, together with the other members of the Board, has approved and intends to recommend that the Issuer's shareholders vote "FOR" the proposal to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated thereby. The Reporting Person also intends to vote, or direct the vote of, all of her shares of Common Stock in favor of the approval and adoption of the Merger Agreement, the Merger and such other transactions. In addition to the above-referenced anticipated Merger, from time to time, subject to restrictions that may be applicable by virtue of the Reporting Person's role as President, Chief Executive Officer, a member of the Board and a shareholder of the Issuer, the Reporting Person may, via open market transactions or otherwise, acquire additional shares of Common Stock or determine to dispose of shares of Common Stock beneficially owned by her. The Reporting Person intends to review her investment in the Issuer on a continuing basis and, upon further developments, including with respect to the anticipated Merger, other investment and business opportunities available to her, general stock market and economic conditions, and tax considerations, may change her investment in the Issuer. The Reporting Person will periodically consider such sales opportunistically based on such factors and, as a result, the ultimate number of shares of Common Stock that may be acquired or disposed of, if any, is not currently ascertainable. Without limiting the generality of the foregoing, and notwithstanding the proposed Merger transaction, and also by virtue of such roles that the Reporting Person has with the Issuer, the Reporting Person reserves the right (in each case, subject to any applicable restrictions under law or contract and subject to market conditions, as applicable) to, at any time or from time to time, encourage or cause (including, without limitation, through communications with directors, management, and existing or prospective security holders, investors or lenders, of the Issuer, existing or potential strategic partners, industry analysts and other investment and financing professionals) the Issuer (A) to explore, consider and/or effect public or private offerings of the Issuer's securities, sales or acquisitions of assets or businesses, or other extraordinary corporate transactions, (B) to issue securities to third parties for services rendered or for other appropriate consideration, (C) to change the Board, including changing the number or term of Issuer director or filling existing vacancies, (D) to change the Issuer's capitalization or dividend policies, and (E) to modify the Issuer's articles of incorporation, bylaws or other organizational documents, each as amended to date, including taking other actions which may impede the acquisition of control of the Issuer by any third party (including, without limitation, with respect to the anticipated Merger). The Reporting Person has, in connection with the Merger, and intends to initiate, or continue to engage in, communications with one or more other shareholders or other security holders of the Issuer, one or more officers of the Issuer, one or more members of the Board and/or one or more representatives of the Issuer regarding ideas that, if effected, may relate to or result in any of the matters listed in paragraphs (a) through (j) of Schedule 13D. The Reporting Person intends to continue to conduct a detailed review of the Issuer's business, operations, capitalization and management on an ongoing basis and consider and determine what, if any, changes would be necessary, appropriate and desirable in light of the circumstances which then exist. Except as described above, the Reporting Person does not currently have any plans or proposals that relate to or would result in any of the actions described in paragraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	See responses to rows 11 and 13 on the cover page of this Schedule 13D.
(b)	See responses to rows 7, 8, 9 and 10 on the cover page of this Schedule 13D.
(c)	Except as set forth in this Schedule 13D, there have been no transactions in the Common Stock effected during the past 60 days by the Reporting Person.
(d)	No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	See the responses to Item 3 of this Schedule 13D with respect to the restricted shares of Common Stock that were issued and issuable to the Reporting Person in connection with the Issuer's stock incentive plans, employment agreements and award agreements with the Reporting Person. See also the responses to Item 4 of this Schedule 13D with respect to the transactions contemplated by the Merger Agreement, pursuant to which shares of Common Stock held by the Reporting Person are anticipated to be cancelled and converted into the right to receive merger consideration upon consummation of the transactions contemplated thereby. Except as set forth in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit Number Description 1 Agreement and Plan of Merger, dated as of July 31, 2026, by and among LogicMark, Inc., Langham Project, LLC and Langham Merger Sub, Inc (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC on August 3, 2026). 2 Executive Employment Agreement by and between Chia-Lin Simmons and LogicMark, Inc., executed July 27, 2026 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the SEC on July 30, 2026). 3 Form of Restricted Stock Award Agreement for LogicMark, Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed by the Issuer with the SEC on August 11, 2023).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Chia-Lin Simmons

Signature:	/s/ Chia-Lin Simmons
Name/Title:	Chia-Lin Simmons
Date:	08/03/2026