Item 1.01. Entry into a Material Definitive
Agreement.
On June 1, 2023 (the
“Effective Time”), LogicMark, Inc., a Delaware corporation (the “Predecessor Registrant”), merged
with and into its wholly-owned subsidiary, LogicMark, Inc., a Nevada corporation (the “Registrant”), pursuant to an
agreement and plan of merger, dated as of June 1, 2023 (the “Agreement”), between the Predecessor Registrant and the
Registrant, with the Registrant as the surviving corporation (such transaction, the “Reincorporation”). At the Effective
Time, the Registrant succeeded to the assets, continued the business and assumed the rights and obligations of the Predecessor Registrant
existing immediately prior to the Reincorporation. The Reincorporation was consummated by the filing of a certificate of ownership and
merger on June 1, 2023 with the Secretary of State of the State of Delaware (the “Delaware Certificate”) and the articles
of merger with the Secretary of State of the State of Nevada (the “Nevada Articles”). The Agreement and transactions
contemplated thereby were approved by the affirmative vote of a majority of the outstanding shares of the Predecessor Registrant’s
common stock, par value $0.0001 per share (the “Predecessor Common Stock”), and the Series C Non-Convertible Voting
Preferred Stock, par value $0.0001 per share (the “Predecessor Series C Preferred Stock”), as well as the Series F
Convertible Preferred Stock, par value $0.0001 per share (the “Predecessor Series F Preferred Stock”) on an as-converted
to Predecessor Common Stock basis, in the aggregate, and entitled to vote on the matter, at the Predecessor Registrant’s special
meeting of stockholders held on March 7, 2023, in accordance with the General Corporation Law of the State of Delaware (“DGCL”).
At the Effective Time,
pursuant to the Agreement, (i) each outstanding share of the Predecessor Common Stock automatically converted into one share of common
stock, par value $0.0001 per share, of the Registrant (“Registrant Common Stock”), (ii) each outstanding share of the
Predecessor Series C Preferred Stock automatically converted into one share of Series C Non-Convertible Voting Preferred Stock, par value
$0.0001 per share, of the Registrant (“Registrant Series C Preferred Stock”), (iii) each outstanding share of the Predecessor
Series F Preferred Stock automatically converted into one share of Series F Convertible Preferred Stock, par value $0.0001 per share,
of the Registrant (“Registrant Series F Preferred Stock”), (iv) each outstanding option, right or warrant to acquire
shares of Predecessor Common Stock converted into an option, right or warrant, as applicable, to acquire an equal number of shares of
Registrant Common Stock under the same terms and conditions as the original options, rights or warrants, as applicable, and (v) the directors
and executive officers of the Predecessor Registrant were appointed as directors and executive officers, as applicable, of the Registrant,
each to serve in the same capacity and for the same term as such person served with the Predecessor Registrant immediately prior to the
Reincorporation. In addition, by operation of law, the Registrant assumed all of the Predecessor Registrant’s obligations under
its equity incentive plans and employment agreements. The shares of Predecessor Common Stock remaining available for awards under such
plans were automatically adjusted upon the Reincorporation into an identical number of shares of Registrant Common Stock, and all awards
previously granted under such plans that were outstanding as of the Effective Time were automatically adjusted into awards for the identical
number of shares of Registrant Common Stock, without any other change to the form, terms or conditions of such awards.
As a result of the Reincorporation,
the Registrant ceased to be subject to the DGCL or governed by the Predecessor Registrant’s certificate of incorporation, as amended
(the “Delaware Charter”) and its by-laws (the “Delaware Bylaws”). As of the Effective Time, the
Registrant became subject to the Nevada Revised Statutes of the State of Nevada (“NRS”) and became governed by the
Registrant’s articles of incorporation (the “Nevada Charter”) and bylaws (the “Nevada Bylaws”).
The Registrant Series C Preferred Stock and the Registrant Series F Preferred Stock became governed by the Nevada Charter and the Nevada
Bylaws, as well as the Registrant’s Certificate of Designations, Preferences and Rights of Series C Non-Convertible Voting Preferred
Stock (the “Registrant Series C CoD”) and the Registrant’s Certificate of Designation of Preferences, Rights
and Limitations of Series F Convertible Preferred Stock (the “Registrant Series F CoD”), respectively.
At the Effective Time,
the Registrant became the successor issuer to the Predecessor Registrant pursuant to Rule 12g-3(a) under the Securities Exchange Act of
1934, as amended (the “Exchange Act”). As the successor issuer, the Registrant Common Stock, as a class of capital
stock of the Registrant, is deemed to be registered under Section 12(b) of the Exchange Act and the Registrant succeeded to the Predecessor
Registrant’s obligation to file reports, proxy statements and other information required by the Exchange Act with the U.S. Securities
and Exchange Commission (the “Commission”).
The Registrant Common
Stock is listed on the Nasdaq Capital Market under the symbol “LGMK,” which is the same symbol previously used for the Predecessor
Common Stock. In accordance with the Agreement, each outstanding certificate previously representing shares of Predecessor Common Stock,
Predecessor Series C Preferred Stock or Predecessor Series F Preferred Stock automatically represents, without any action of the Predecessor
Registrant’s stockholders, the same number of shares of Registrant Common Stock, Registrant Series C Preferred Stock or Registrant
Series F Preferred Stock, as applicable.
In connection with the
Reincorporation, the Registrant intends to enter into updated indemnification agreements with each of its directors and executive officers,
reflecting the transition from Delaware to Nevada (the “Indemnification Agreements”). Each of the Indemnification Agreements
would require the Registrant to indemnify the Registrant’s directors and executive officers, as applicable, to the fullest extent
permitted by Nevada law.
While the Registrant
sought to maintain the material rights of stockholders by adopting the Nevada Charter and the Nevada Bylaws with provisions similar to
the provisions of the Delaware Charter and Delaware Bylaws, there are also key differences that may impact the rights of the Registrant’s
stockholders. A description of these differences, as well as certain differences between the NRS and the DGCL, are included in the Definitive
Proxy Statement on Schedule 14A filed by the Predecessor Registrant with the Commission on January
31, 2023, as amended on February 2, 2023 (the “Proxy Statement”), under “Comparison of Rights under the
DGCL and the Chapter 78 of the NRS”.
The foregoing descriptions of the Reincorporation,
the Agreement, the Delaware Certificate, the Nevada Articles, the Nevada Charter, the Nevada Bylaws, the Registrant Series C CoD, the
Registrant Series F CoD and the Indemnification Agreements do not purport to be complete and are subject to and qualified in their entirety
by reference to the full text of each of the Agreement, the Delaware Certificate, the Nevada Articles, the Nevada Charter, the Nevada
Bylaws, the Registrant Series C CoD, the Registrant Series F CoD and the form of Indemnification Agreement, copies of which are attached
hereto as Exhibits 2.1, 2.2, 2.3, 3.1(i)(a), 3.1(ii), 3.1(i)(b), 3.1(i)(c) and 10.1, respectively, and are incorporated herein by reference.