LogicMark Inc美股招股说明书(2025-05-21版)

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 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”). Accordingly, we have attached the Current Report to this prospectus supplement. 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 warrants 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 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 ofStockholder Approval and the filing of an Amendment (each as defined in the Prospectus) to receive three (3) shares of CommonStock for each Series D Warrant they exercise, without any cash payment to the Company. the 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. other 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 May 21, 2025 (Address of registrant’s principal executive office) 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) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))Securities registered pursuant to Section 12(b) of the Act: (§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.☐ 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“Employment Agreement”) between the Company and Ms. Simmons, effective as of June 14, 2022. The Amendment extended the term of Ms. Simmons’ employment as President and CEO pursuant to the Employment Agreement from August 31, 2025 to August 31, 2026, unless terminated on an earlier date, and otherwise reaffirmed the terms of such agreement, aswell as increased from 35% to 50% certain threshold percentages that would trigger a change in control. The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of theAmendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.Item 9.01 Financial Statements and Exhibits. Cover Page Interactive Data File (embedded within the Inline XBRL document) 1