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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): October
27, 2023
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 principal executive
offices) |
|
(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 |
Common
Stock, par value $0.0001 per share |
|
LGMK |
|
The
Nasdaq Stock
Market LLC |
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
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
On
October 27, 2023, the board of directors (the “Board”) of LogicMark, Inc., a Nevada corporation (the “Company”),
pursuant to its powers under the Company’s bylaws, appointed both Thomas W. Wilkinson and Carine Schneider as members of the Board.
Each of Mr. Wilkinson and Ms. Schneider will serve as directors until the next annual meeting of the Company’s stockholders, at
which time he or she will stand for election and if elected, serve as Company directors until the annual meeting of the Company’s
stockholders following his or her election, or his or her earlier resignation, retirement or other termination of service.
There are no arrangements or understandings between Mr. Wilkinson and any
other persons pursuant to which he was named as a director of the Company and there are no arrangements or understandings between Ms.
Schneider and any other persons pursuant to which she was named as a director of the Company. Neither Mr. Wilkinson, nor Ms. Schneider
is a party to any transaction, or series of transactions, required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Wilkinson
will serve as a member on each of the Board’s audit committee and compensation committee and Ms. Schneider will serve as a member
on the Board’s corporate governance and nomination committee and the chairperson of the Board’s compensation committee.
Item
8.01 Other Events.
On
October 31, 2023, the Company issued a press release announcing, among other things, the appointments of Mr. Wilkinson and Ms. Schneider
to the Board. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary
Statement Regarding Forward-Looking Statements
Exhibit
99.1 attached hereto contains, and may implicate, forward-looking statements regarding the Company, and include cautionary statements
identifying important factors that could cause actual results to differ materially from those anticipated.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
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: November 1, 2023 |
LogicMark, Inc. |
|
|
|
|
By: |
/s/ Mark Archer |
|
Name: |
Mark Archer |
|
Title: |
Chief Financial Officer |
2
Exhibit 99.1
LogicMark Expands
its Board of Directors by Naming Carine Schneider and Tom Wilkinson as Company’s Innovative Product Pipeline Continues to Grow
(Updated with Additional Details)
LOUISVILLE,
KY, October 31, 2023 — LogicMark, Inc. (Nasdaq: LGMK) (the “Company”), creator of the most innovative personal
safety and security technology designed for the care economy, today announced that Carine Schneider,
FGE, and Tom Wilkinson will join as the newest members of its Board of Directors. Ms. Schneider and Mr. Wilkinson both bring decades
of corporate governance, finance, operations, technology, M&A, advisory and CEO experience.
“I
am thrilled to welcome Carine and Tom to our Board of Directors. Carine’s demonstrated history of leadership and innovation in
the technology and finance sectors, coupled with Tom’s extensive experience and influential work with a variety of successful technology
companies, align perfectly with LogicMark’s vision to transform the care economy and improve the safety and quality of life for
all,” said Chia-Lin Simmons, CEO of LogicMark. “We’re looking forward to their guidance and expertise as we take the
next step in our evolution as a company.”
Ms.
Schneider is a co-founder of Compass Equity Strategic Advisors and possesses extensive experience in the private market and global compensation
industry. She was most recently the President of AST Private Company Solutions, the provider of Astrella, a SaaS solution, which allows
private companies to manage their shareholder data. Ms. Schneider started her career as a Manager of Shareholder Relations at Oracle
Corporation, where she assisted in the company’s IPO. She was formerly the President, Nasdaq Private Market, CEO of Certent, Founder
and CEO of Global Shares, Partner at PwC, Director of Strategic Planning with Morgan Stanley, and was the Leader of the Global Stock
Plan Services at Towers Watson. She published her first book “The Democratization of the Private Market” in 2021 and founded
the Global Equity Organization (GEO), where she now serves as Chair Emeritus. Ms. Schneider also served on the Board of Directors of
Certent, Global Shares, and AST Private Company Solutions. She holds a Bachelor’s degree from the University of California, Santa
Cruz, is a Fellow of Global Equity (FGE) and will lead LogicMark’s Compensation committee.
“LogicMark
is leading the charge to transform the rapidly growing care economy and ’silver tsunami,’” said Ms. Schneider. “The
urgency for bringing modern technology to solutions like those LogicMark provides is more significant than ever, as close to 1 in 4 adults
will be over 65 by 2030. It’s inspiring to join an organization that is making meaningful strides in empowering everyone to embrace
independence.”
Mr.
Wilkinson is a professional advisor and consultant through his businesses, Wilkinson & Company and re/Manifest, which he founded
to provide turn around, M&A and business growth advisory services. He is currently a board member of Astrotech Corporation (Nasdaq:
ASTC) and has served as the Chief Executive Officer of Sonim Technologies (NASDAQ: SONM) and SideChannel (OTC: SDCH), and served as Chairman
of the Board for SideChannel. He was also the former Chief Executive Officer of Xplore Technologies Corp. (Nasdaq: XPLR) which was sold
to Zebra Technologies in July 2018. Prior to becoming the Chief Executive Officer of Xplore Technologies Corp., Mr. Wilkinson served
as the Chief Financial Officer of this international rugged tablet company. He brings to LogicMark significant Board and financial experience,
as well as expertise in mergers and acquisitions, international business, and governance. Mr. Wilkinson holds both a Master’s and
Bachelor’s degrees from the University of Texas and is a Certified Public Accountant and will serve on the Audit and Compensation
Committees.
“I’m
thrilled to join LogicMark during this pivotal moment in the Care Economy,” said Wilkinson. “I’m extremely impressed
with their passionate team, deep understanding of consumer needs, and growing pipeline of innovative technological solutions that allow
people of all ages to lead an independent life. The company is not dissimilar to other early-stage companies that I have advised and
seen grow through careful planning, only to reward their shareholders over time.”
About LogicMark,
Inc.
LogicMark,
Inc. (Nasdaq: LGMK) is on a mission to let people of all ages lead a life with dignity, independence and the joy of possibility. LogicMark
provides personal emergency response systems (PERS), health communications devices, personal safety apps, services and technologies to
create a Connected Care Platform. Made up of a team of leading technologists with a deep understanding of IoT, AI and machine learning
and a passionate focus on understanding consumer needs, LogicMark is dedicated to building a ‘Care Village’ with proprietary
technology and creating innovative solutions for the care economy. The Company’s PERS technologies are sold through the United
States Veterans Health Administration, dealers, distributors and direct to consumer. LogicMark has been awarded a contract by the
U.S. General Services Administration that enables the Company to distribute its products to federal, state, and local governments. To
learn more, visit logicmark.com and investors.logicmark.com.
Forward-Looking
Statements
This press release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements
reflect management’s current expectations, as of the date of this press release, and involve certain risks and uncertainties. Forward-looking
statements include statements herein with respect to the reverse stock splits described above and the successful execution of the Company’s
business strategy. The Company’s actual results could differ materially from those anticipated in these forward-looking statements
as a result of various factors. Such risks and uncertainties include, among other things, our ability to establish and maintain the proprietary
nature of our technology through the patent process, as well as our ability to possibly license from others patents and patent applications
necessary to develop products; the availability of financing; the Company’s ability to implement its long range business plan for
various applications of its technology; the Company’s ability to enter into agreements with any necessary marketing and/or distribution
partners; the impact of competition, the obtaining and maintenance of any necessary regulatory clearances applicable to applications
of the Company’s technology; the Company’s ability to maintain its Nasdaq listing for its common stock; and management of
growth and other risks and uncertainties that may be detailed from time to time in the Company’s reports filed with the SEC.
PR Contact
Yalda Rafie
SutherlandGold
for LogicMark
logicmark@sutherlandgold.com
IR Contact
A.
Pierre Dubois
Finn Partners
for LogicMark
investors@logicmark.com
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