LogicMark Inc美股招股说明书(2025-02-18版)

2,260,000 UNITSEACH UNIT CONSISTING OFONE SHARE OF COMMON STOCK,ONE SERIES C WARRANT TO PURCHASE ONESHARE OF COMMON STOCK AND ONE SERIES DWARRANT TO PURCHASE ONE SHARE OF COMMON STOCK* 22,146,750 PRE-FUNDED UNITSEACH PRE-FUNDED UNIT CONSISTING OFONE PRE-FUNDED WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK,ONE SERIES C WARRANT TO PURCHASE ONE SHARE OF COMMON STOCKAND ONE SERIES D WARRANT TO PURCHASE ONE SHARE OF COMMON STOCK* 119,773,750* SHARES OF COMMON STOCK UNDERLYING THE SERIES C WARRANTS, THE SERIES D WARRANTSAND THE PRE-FUNDED WARRANTS LogicMark, Inc. LogicMark, Inc. (the “Company”, “LogicMark”, “we”, “us” or “our”) is offering, pursuant to this prospectus and on a best-effortsbasis, 2,260,000 units (the “Units”) at an offering price of $0.59 per Unit, with each Unit consisting of: (i) one share of common stock,par value $0.0001 per share (the “Common Stock”); (ii) one Series C warrant to purchase Common Stock exercisable for one share ofCommon Stock (the “Series C Warrants”); and one Series D warrant to purchase Common Stock exercisable for one share of CommonStock (the “Series D Warrants” and, collectively with the Series C Warrants, the “Warrants”). *Each Series C Warrant, upon exercise at a price of $0.59 per share (100% of the public offering price of the Unit), and Each Series DWarrant, upon exercise at a price of $0.885 per share (150% of the public offering price of the Unit), will result in the issuance of oneshare of Common Stock to the holder of such Warrant; provided, however, that the Series D Warrants also contain an alternativecashless exercise provision, by which such exercising holder will have the right at any time upon receipt of Stockholder Approval andthe filing of an Amendment (each as defined below) to receive three (3) shares of Common Stock for each Series D Warrant theyexercise, without any cash payment to us. This prospectus also relates to the shares of Common Stock that are issuable from time totime upon exercise of each of the Warrants (the “Warrant Shares”). Each of the Warrants will be exercisable only on or after the date on which (A) stockholder approval (“Stockholder Approval”) isobtained to approve (i) the issuance of the Warrant Shares upon exercise of the Warrants, solely to the extent such approval is requiredby Rule 5635(d) of The Nasdaq Stock Market LLC (“Rule 5635(d)”), and (ii) a reverse stock split of the outstanding shares ofCommon Stock or an increase in the number of authorized shares of our Common Stock, in either case so that there are a sufficientnumber of shares of Common Stock reserved for issuance upon exercise of the Warrants (each, a “Capital Event”); and (B) acertificate of amendment to our articles of incorporation, as amended (the “Articles of Incorporation”) is filed and deemed effective bythe Secretary of State of the State of Nevada to give effect to a Capital Event (each, an “Amendment”). The Series C Warrants willexpire five (5) years after the date of their issuance and the Series D Warrants will expire two and a half (2.5) years after the date oftheir issuance. As of February 17, 2025, there were 2,746,474 shares of Common Stock outstanding, outstanding warrants exercisable for up to2,603,864 shares of Common Stock, 106,333 shares of our Series F Convertible Preferred Stock, par value $0.0001 per share (the“Series F Preferred Stock”), convertible into 107 shares of Common Stock and outstanding options exercisable for up to 137,548shares of Common Stock. Our Articles of Incorporation authorizes the issuance of 100,000,000 shares of Common Stock. As a result,after giving effect to the foregoing mentioned outstanding shares of Common Stock and shares reserved for issuance pursuant to theWarrants and Pre-Funded Warrants, shares of Series F Preferred Stock and outstanding options, we will not have a sufficient numberof shares of Common Stock available for issuance in this offering in the event that the Warrants are fully exercised in accordance withtheir respective terms, including, but not limited to, the provisions in the Series D Warrants permitting alternative cashless exercise.For example, in the event all holders of Pre-Funded Warrants and Series C Warrants fully exercise such warrants, and holders of SeriesD Warrants subsequently fully exercise such warrants utilizing the three-for-one alternative cashless exercise provision containedtherein, after giving effect to the shares issued in this offering, the issuance of shares of Common Stock issuable upon exercise of theSeries D Warrants would exceed the number of authorized shares of Common Stock available for issuance by 24,780,224 shares ofCommon Stock, irrespective of other exercise price adjustments to the Warrants resulting in an increase in the number of shares ofCommon Stock issuable pursuant to the Warrants pursuant to the anti-dilution provisions contained therein. Therefore, in order for usto fully consummate this offering and the transactions contemplated in connection