LogicMark Inc美股招股说明书(2025-02-18版)

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, THESERIES D WARRANTS AND THE PRE-FUNDED WARRANTS LogicMark, Inc. LogicMark, Inc. (the “Company”, “LogicMark”, “we”, “us” or “our”) is offering, pursuant to this prospectus and ona best-efforts basis, 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 topurchase Common Stock exercisable for one share of Common Stock (the “Series C Warrants”); and one Series Dwarrant to purchase Common Stock exercisable for one share of Common Stock (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 D Warrant, upon exercise at a price of $0.885 per share (150% of the public offering price of theUnit), will result in the issuance of one share of Common Stock to the holder of such Warrant; provided, however,that the Series D Warrants also contain an alternative cashless exercise provision, by which such exercising holderwill have the right at any time upon receipt of Stockholder Approval and the filing of an Amendment (each asdefined below) to receive three (3) shares of Common Stock for each Series D Warrant they exercise, without anycash payment to us. This prospectus also relates to the shares of Common Stock that are issuable from time to timeupon 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 (“StockholderApproval”) is obtained to approve (i) the issuance of the Warrant Shares upon exercise of the Warrants, solely to theextent such approval is required by Rule 5635(d) of The Nasdaq Stock Market LLC (“Rule 5635(d)”), and (ii) areverse stock split of the outstanding shares of Common Stock or an increase in the number of authorized shares ofour Common Stock, in either case so that there are a sufficient number of shares of Common Stock reserved forissuance upon exercise of the Warrants (each, a “Capital Event”); and (B) a certificate of amendment to our articlesof incorporation, as amended (the “Articles of Incorporation”) is filed and deemed effective by the Secretary of Stateof the State of Nevada to give effect to a Capital Event (each, an “Amendment”). The Series C Warrants will expirefive (5) years after the date of their issuance and the Series D Warrants will expire two and a half (2.5) years afterthe date of their issuance. As of February 17, 2025, there were 2,746,474 shares of Common Stock outstanding, outstanding warrantsexercisable for up to 2,603,864 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 Stockand outstanding options exercisable for up to 137,548 shares of Common Stock. Our Articles of Incorporationauthorizes the issuance of 100,000,000 shares of Common Stock. As a result, after giving effect to the foregoingmentioned outstanding shares of Common Stock and shares reserved for issuance pursuant to the Warrants 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 exercisedin accordance with their respective terms, including, but not limited to, the provisions in the Series D Warrantspermitting alternative cashless exercise. For example, in the event all holders of Pre-Funded Warrants and Series CWarrants fully exercise such warrants, and holders of Series D Warrants subsequently fully exercise such warrantsutilizing the three-for-one alternative cashless exercise provision contained therein, after giving effect to the sharesissued in this offering, the issuance of shares of Common Stock issuable upon exercise of the Series D Warrantswould 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 thenumber of shares of Common Stock issuable pursuant to the Warrants pursuant to the anti-dilution provisionscontained therein. Therefore, in order for us to fully consummate this offering and the transactions contemplated inconnection therewith, we will need to receive Stockholder Approval and file an Amendment. (See “Risk Factors –Risks Related to this Offering and Ownership of Our Securities”, “Description of Securitie