您的浏览器禁用了JavaScript(一种计算机语言,用以实现您与网页的交互),请解除该禁用,或者联系我们。 [美股招股说明书]:LogicMark Inc 美股招股说明书(2025年5月21日版) - 发现报告

LogicMark Inc 美股招股说明书(2025年5月21日版)

2025-05-21 美股招股说明书 叶剑锋
报告封面

Filed Pursuant to Rule 424(b)(3)Registration No. 333-284135and Registration No. 333-284997 PROSPECTUS SUPPLEMENT NO. 7(TO PROSPECTUS DATED FEBRUARY 18, 2025) 2,260,000 UNITSEACH UNIT CONSISTING OF 22,146,750 PRE-FUNDED UNITSEACH PRE-FUNDED UNIT CONSISTING OF 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 FormS-1, as amended(No.333-284135), and theRegistration Statement on FormS-1MEF (No.333-28997) 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 ourCurrent Report on Form8-K, filed with the U.S. Securities and Exchange Commission on May 21, 2025 (the “Current Report”). The Prospectus and this prospectus supplement relate to the offer and sale by the Company ofan 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 to *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 SeriesD Warrant, upon exercise at a price of $0.885 per share (150% of the public offering price of the Unit), will result in the issuanceof one share of Common Stock to the holder of such Warrant; provided, however, that the Series D Warrants also contain analternative cashless exercise provision, by which such exercising holder will have the right at any time upon receipt of 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 May 20, 2025 was $0.0129 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. Unless 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 the 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 these The date of this prospectus supplement is May 21, 2025 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrantunder any of the following provisions (see General Instruction A.2. below): Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. On May 17, 2025, LogicMark, Inc., a Nevada corporation (the “Company”), and Chia-Lin Simmons, the Company’s President andChief Executive Officer (“CEO”), entered into an amendment (the “Amendment”) to the executive employment agreement (the The Amendment extended the term of Ms. Simmons’ employment as President and CEO pursuant to the Employment Agreement fromAugust 31, 2025 to August 31, 2026, unless terminated on an ea