LogicMark Inc美股招股说明书(2025-03-31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, THESERIES D WARRANTS AND THE PRE-FUNDED WARRANTS LogicMark, Inc. This prospectus supplement amends and supplements the prospectus, dated February 18, 2025, as supplemented oramended from time to time (the “Prospectus”), which forms a part of the Registration Statement on Form S-1, asamended (No. 333-284135), and the Registration Statement on Form S-1MEF (No. 333-284997) of LogicMark,Inc., a Nevada corporation (the “Company”). This prospectus supplement is being filed to update and supplementthe information in the Prospectus with the information contained in our Annual Report on Form 10-K, filed with theU.S. Securities and Exchange Commission on March 28, 2025 (the “Annual Report”). Accordingly, we haveattached the Annual Report to this prospectus supplement. The Prospectus and this prospectus supplement relate to the offer and sale by the Company of an aggregate of2,260,000 units (“Units”) consisting of: (i) 2,260,000 shares of common stock, par value $0.0001 per share (the“Common Stock”); (ii) Series C warrants to purchase up to 2,260,000 shares of Common Stock (the “Series CWarrants”), and (iii) Series D warrants to purchase up to 2,260,000 shares of Common Stock (the “Series DWarrants”, and collectively with the Series C Warrants, the “Warrants”); and (y) 22,146,750 pre-funded units of theCompany (the “Pre-Funded Units”), consisting of (i) pre-funded common stock purchase warrants exercisable for upto 22,146,750 shares of Common Stock (the “Pre-Funded Warrants”), (ii) Series C Warrants exercisable for up to22,146,750 shares of Common Stock and (iii) Series D Warrants exercisable for up to 22,146,750 shares ofCommon Stock, pursuant to the Registration Statement and securities purchase agreements, each dated February 18,2025, between the Company and each of the purchasers signatory thereto. *Each Series C Warrant, upon exercise at a price of $0.59 per share (100% of the public offering price of theUnit), and each Series D Warrant, upon exercise at a price of $0.885 per share (150% of the public offeringprice of the Unit), 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, bywhich such exercising holder will have the right at any time upon receipt of Stockholder Approval and thefiling of an Amendment (each as defined in the Prospectus) to receive three (3) shares of Common Stock foreach Series D Warrant they exercise, without any cash payment to the Company. The Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “LGMK.” The lastreported closing price for the Common Stock on Nasdaq on March 27, 2025 was $0.051 per share. On November18, 2024, the Company effected a one-for-twenty-five reverse stock split (the “Common Stock Reverse Stock Split”)of all of our outstanding shares of Common Stock. Unless the context expressly indicates otherwise, all references toshare and per share amounts referred to herein reflect the amounts after giving effect to the Common Stock ReverseStock Split. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without,and may not be delivered or utilized except in combination with, the Prospectus, including any amendments orsupplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there isany inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on theinformation in this prospectus supplement. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of theProspectus, as well as other information included in the Prospectus, to read about factors you should considerbefore investing in our securities. Neither the Securities and Exchange Commission nor any state securitiescommission has approved or disapproved of these securities or determined if the Prospectus is truthful orcomplete. Any representation to the contrary is a criminal offense. The date of this prospectus supplement is March 28, 2025 UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934 For the fiscal year ended December 31, 2024 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934 For the transition period from