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 or amended from timeto time (the “Prospectus”), which forms a part of the Registration Statement on Form S-1, as amended (No. 333-284135), and theRegistration Statement on Form S-1MEF (No. 333-284997) of LogicMark, Inc., a Nevada corporation (the “Company”). Thisprospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in ourAnnual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 28, 2025 (the “Annual Report”).Accordingly, we have attached 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 of 2,260,000 units(“Units”) consisting of: (i) 2,260,000 shares of common stock, par value $0.0001 per share (the “Common Stock”); (ii) Series Cwarrants to purchase up to 2,260,000 shares of Common Stock (the “Series C Warrants”), and (iii) Series D warrants to purchase up to2,260,000 shares of Common Stock (the “Series D Warrants”, and collectively with the Series C Warrants, the “Warrants”); and (y)22,146,750 pre-funded units of the Company (the “Pre-Funded Units”), consisting of (i) pre-funded common stock purchase warrantsexercisable for up to 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 of Common Stock, pursuantto the Registration Statement and securities purchase agreements, each dated February 18, 2025, between the Company and each ofthe purchasers signatory thereto. *Each Series C Warrant, upon exercise at a price of $0.59 per share (100% of the public offering price of the Unit), and eachSeries D Warrant, upon exercise at a price of $0.885 per share (150% of the public offering price of the Unit), will result in theissuance of one share of Common Stock to the holder of such Warrant; provided, however, that the Series D Warrants alsocontain an alternative cashless exercise provision, by which such exercising holder will have the right at any time upon receiptof Stockholder Approval and the filing of an Amendment (each as defined in the Prospectus) to receive three (3) shares ofCommon Stock for each 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 last reported closing price forthe Common Stock on Nasdaq on March 27, 2025 was $0.051 per share. On November 18, 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. Unlessthe context expressly indicates otherwise, all references to share and per share amounts referred to herein reflect the amounts aftergiving effect to the Common Stock Reverse Stock Split. This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not bedelivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectussupplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in theProspectus and this prospectus supplement, you should rely on the information in this prospectus supplement. Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 10 of the Prospectus, as well asother information included in the Prospectus, to read about factors you should consider before investing in our securities.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if the Prospectus is truthful or complete. 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 ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition p