LGMK LogicMark Inc

As filed with the Securities and Exchange Commission on February 14, 2025

Registration No. 333-          

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-1

 

REGISTRATION STATEMENT

UNDER THE

SECURITIES ACT OF 1933

 

LogicMark, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		7381		46-0678374
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

LogicMark, Inc.

2801 Diode Lane

Louisville, KY 40299

(502) 442-7911

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Mark Archer

Chief Financial Officer

LogicMark, Inc.

2801 Diode Lane

Louisville, KY 40299

(502) 442-7911

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

David E. Danovitch, Esq. Michael DeDonato, Esq. Hermione M. Krumm, Esq. Sullivan & Worcester LLP 1251 Avenue of the Americas New York, NY 10020 (212) 660-3060

M. Ali Panjwani, Esq. Pryor Cashman LLP 7 Times Square New York, New York 10036 (212) 421-4100

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-284135

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Exchange Act. ☐

 

This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act. 

 

 

 

EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

 

LogicMark, Inc. a Nevada corporation (the “Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Securities Act”). The information set forth in the Registration Statement on Form S-1, as amended (File No. 333-284135) (the “Prior Registration Statement”), which the Registrant originally filed with the United States Securities and Exchange Commission (the “Commission”) on January 3, 2025, and which the Commission declared effective on February 14, 2025, including all amendments, supplements and exhibits thereto and each of the documents filed by the Registrant with the Commission and incorporated or deemed to be incorporated therein, are incorporated by reference into this Registration Statement.

 

The Registrant is filing this Registration Statement for the sole purpose of increasing the securities offered by the Registrant in the public offering (the “Additional Securities”). The Additional Securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement.

 

The required opinion of counsel and related consent and accountant’s consent are listed on the Exhibit Index attached hereto and filed herewith.

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Louisville, State of Kentucky, on February 14, 2025.

 

	LOGICMARK, INC.
	By:	/s/ Mark Archer
		Name:	Mark Archer
		Title:	Chief Financial Officer

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated below.

 

Signature		Title		Date
*		Chief Executive Officer and Director		February 14, 2025
Chia-Lin Simmons		(Principal Executive Officer)
*		Chief Financial Officer		February 14, 2025
Mark Archer		(Principal Financial Officer and Principal Accounting Officer)
*		Director		February 14, 2025
Carine Schneider
*		Director		February 14, 2025
John Pettitt
*		Director		February 14, 2025
Barbara Gutierrez
*		Director		February 14, 2025
Robert Curtis

 

*	By:	/s/ Mark Archer, as attorney-in-fact
	Name:	Mark Archer

 

 

EXHIBIT INDEX

 

Exhibit No.		Description of Exhibit
5.1*		Opinion of Sullivan & Worcester LLP
23.1*		Consent of BPM LLP, Independent Registered Public Accounting Firm
23.2*		Consent of Sullivan & Worcester LLP (included in Exhibit 5.1)
24.1**		Power of Attorney (included on the signature page of the Prior Registration Statement filed with the Commission on January 3, 2025)
107*		Filing Fee Table

 

	*	Filed herewith.
	**	Previously filed.

 

3

 

Exhibit 5.1

 

 

February 14, 2025

 

LogicMark, Inc.

2801 Diode Lane

Louisville, KY 40299

 

Ladies and Gentlemen:

 

We have acted as special counsel to LogicMark, Inc., a Nevada corporation (the “Company”), in connection with its preparation and filing of (i) a Registration Statement on Form S-1, as amended (File No. 333-284135) (the “Initial Registration Statement”), initially filed with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”) on January 3, 2025, and (ii) a Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act (the “462(b) Registration Statement” and together with the Initial Registration Statement, the “Registration Statement”) on the date hereof, with respect to the offering by the Company, as detailed in the Registration Statement, of up $12,000,000 of units (collectively, the “Units”), consisting of (x) up to $12,000,000 of shares (collectively, the “Shares”) of common stock of the Company, par value $0.0001 per share (the “Common Stock”), (y) Series C warrants to purchase Common Stock (collectively, the “Series C Warrants”), exercisable for up to $12,000,000 of shares of Common Stock (collectively, the “Series C Warrant Shares”), and (z) Series D warrants to purchase Common Stock (collectively, the “Series D Warrants” and, collectively with the Series C Warrants, the “Warrants”), exercisable for up to $42,000,000 of shares of Common Stock (inclusive of additional shares of Common Stock if the Series D Warrants are exercised using the alternative cashless exercise provision contained therein, assuming receipt of Stockholder Approval (as defined therein)) (collectively, the “Series D Warrant Shares” and, collectively with the Series C Warrant Shares, the “Warrant Shares”) and (ii) up to $12,000,000 of pre-funded units (collectively, the “Pre-Funded Units”) in lieu of the Units that would otherwise result in ownership in excess of 4.99% (or, at the election of the purchaser, 9.99%) of outstanding Common Stock, consisting of (x) up to $12,000,000 of pre-funded warrants (collectively, the “Pre-Funded Warrants”) and the shares of Common Stock issuable upon their exercise (collectively, the “Pre-Funded Warrant Shares”), (y) Series C Warrants exercisable for up to $12,000,000 of shares of Common Stock, and (z) Series D Warrants exercisable for up to $42,000,000 of shares of Common Stock. The Units, the Shares, the Warrants, the Warrant Shares, the Pre-Funded Units, the Pre-Funded Warrants and the Pre-Funded Warrant Shares are collectively referred to herein as the “Securities”. The Securities will be sold pursuant to the Registration Statement, one or more securities purchase agreements (collectively, the “Agreements”) by and among the Company and certain accredited investors or qualified institutional buyers identified on the signature pages thereto (collectively, the “Investors”), and a placement agency agreement between the Company and Roth Capital Partners, LLC (the “Placement Agency Agreement”), which will use its reasonable best efforts to solicit offers to purchase the Securities in this offering (the “Placement Agent”). As noted in the Registration Statement, for each Pre-Funded Unit sold, the number of Units sold will be decreased on a one-for-one basis.

 

As counsel to the Company in connection with the proposed potential issuance and sale of the Securities, we have examined: (i) the Company’s articles of incorporation, as amended, and bylaws, each as currently in effect; (ii) certain resolutions of the Company’s board of directors relating to the issuance and sale of the Securities (the “Resolutions”); (iii) the form of Agreement; (iv) the form of Series C Warrant; (v) the form of Series D Warrant; (vi) the form of Pre-Funded Warrant; (vii) the form of Placement Agency Agreement, (viii) the form of warrant agency agreement between the Company and Nevada Agency and Transfer Company (the “Warrant Agency Agreement”); (ix) the Registration Statement; and (x) such other proceedings, documents, and records as we have deemed necessary to enable us to render this opinion. In all such examinations, we have assumed the genuineness of all signatures, the authenticity of all documents, certificates, and instruments submitted to us as originals, and the conformity with the originals of all documents, certificates, and instruments submitted to us as copies. We have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisite to the effectiveness thereof. With respect to the Warrants and Warrant Shares, we express no opinion to the extent that, notwithstanding the Company’s current reservation of shares of Common Stock, future issuances of securities of the Company, including the Shares and/or anti-dilution adjustments to outstanding securities of the Company, including the Warrants, may cause each of the Warrants to be exercisable for more shares of Common Stock than the number that then remain authorized but unissued.

 

 

Our opinions set forth below with respect to the validity or binding effect of any security or obligation may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, marshaling, moratorium or other similar laws affecting the enforcement generally of the rights and remedies of creditors and secured parties or the obligations of debtors, (ii) general principles of equity (whether considered in a proceeding in equity or at law), including but not limited to principles limiting the availability of specific performance or injunctive relief, and concepts of materiality, reasonableness, good faith and fair dealing, (iii) the possible unenforceability under certain circumstances of provisions providing for indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations, and (iv) the effect of course of dealing, course of performance, oral agreements or the like that would modify the terms of an agreement or the respective rights or obligations of the parties under an agreement.

 

Based upon, subject to and limited by the foregoing we are of the opinion that following (i) execution and delivery by the Company, the Placement Agent, Nevada Agency and Transfer Company and each of the Investors of the Agreements, the Placement Agency Agreement, the Warrant Agency Agreement, and of each of the Warrants and Pre-Funded Warrants, as applicable, (ii) effectiveness of the Registration Statement, (iii) issuance of the Securities pursuant to the terms of the Agreements, the Warrant Agency Agreement and the Placement Agency Agreement, as applicable, and (iv) receipt by the Company of the applicable consideration for the Securities:

 

(i) each of the Units and the Pre-Funded Units will be duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Agreements and the Placement Agency Agreement, and in accordance with and in the manner described in the Registration Statement, each of the Units and the Pre-Funded Units will be validly issued, fully paid and non-assessable;

 

(ii) the Shares will be duly authorized for issuance and, when issued, delivered and paid for in accordance with the terms of the Agreements and the Placement Agency Agreement, and in accordance with and in the manner described in the Registration Statement, will be validly issued, fully paid and nonassessable shares of Common Stock;

 

(iii) provided that each of the Warrants and Pre-Funded Warrants have been duly executed and delivered by the Company against payment therefor pursuant to their respective terms, and pursuant to the Agreements, the Placement Agency Agreement and the Warrant Agency Agreement, such Warrants and Pre-Funded Warrants, when each sold and issued as contemplated in the Registration Statement, will be valid and binding obligations of the Company enforceable against the Company in accordance with their respective terms; and

 

(iv) each of the Warrant Shares and the Pre-Funded Warrant Shares issuable upon payment to the Company of the required consideration, when issued and sold by the Company and paid for in accordance with the terms of each of the Agreements, the Warrant Agency Agreement, the applicable Warrants and the Pre-Funded Warrants, as applicable, as described in the Registration Statement, will be validly issued, fully paid and non-assessable shares of Common Stock.

  

It is understood that this opinion is to be used only in connection with the offer, sale, and issuance of the Securities while the Registration Statement is in effect.

 

This opinion speaks only as of the date hereof and we assume no obligation to update or supplement this opinion if any applicable laws change after the date of this opinion or if we become aware after the date of this opinion of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above. This opinion is furnished in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this opinion may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.

 

 

We hereby consent to the filing of this opinion with the SEC as Exhibit 5.1 to the 462(b) Registration Statement and to the use of our name under the caption “Legal Matters” in the Initial Registration Statement. In giving such consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.

 

	Very truly yours,
	/s/ Sullivan & Worcester LLP
	Sullivan & Worcester LLP

 

 

 

 

3

 

Exhibit 23.1

 

Consent of Independent Registered Public Accounting Firm

 

We consent to the incorporation by reference in the Registration Statement on Form S-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of the reference to our firm under the caption “Experts” and to the incorporation by reference of our report dated April 16, 2024, with respect to the financial statements of LogicMark, Inc., included in its Annual Report (Form 10-K) for the year ended December 31, 2023 and which appear in Amendment No. 3 to the Registration Statement on Form S-1 (File No. 333-284135), filed with the Securities and Exchange Commission.

 

/s/ BPM LLP

 

Walnut Creek, California

February 14, 2025

 

 

 

Exhibit 107

 

Calculation of Filing Fee Tables

 

Form S-1

(Form Type)

 

LogicMark, Inc.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount To Be Registered (1)				Maximum Offering Price Per Share (2)				Maximum Aggregate Offering Price (1)				Fee Rate				Amount of Registration Fee				Carry Forward Form Type				Carry Forward File Number				Carry Forward Initial Effective Date				Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward
Newly Registered Securities
Fees to be Paid		Equity		Units consisting of: (3)		Rule 457(o)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(i) Common stock, $0.0001 par value per share (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(ii) Series C Warrants to purchase shares of common stock (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(iii) Series D Warrants to purchase shares of common stock (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		Common stock, $0.0001 par value per share, issuable upon the exercise of the Series C Warrants included in the units and pre-funded units (3)		Rule 457(o)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		Common stock, $0.0001 par value per share, issuable upon the exercise of the Series D Warrants included in the units and pre-funded units (3)(5)		Rule 457(o)			—				—				$6,000,000				0.0001531				$918.60				—				—				—				—
Fees to be Paid		Equity		Pre-funded units consisting of: (3)		Rule 457(o)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(i) Pre-funded common stock purchase warrants to purchase shares of common stock (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(ii) Series C Warrants to purchase shares of common stock (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		(ii) Series D Warrants to purchase shares of common stock (4)		Rule 457(o) and Rule 457(g)			—				—				—				—				—				—				—				—				—
Fees to be Paid		Equity		Common stock, $0.0001 par value per share, issuable upon the exercise of the pre-funded common stock purchase warrants (3)		Rule 457(o)			—				—				—				—				—				—				—				—				—
Carry Forward Securities
Carry Forward Securities		—		—		—			—				—				—				—				—				—				—				—				—
Total Offering Amounts																$	6,000,000							$	918.60
Total Fees Previously Paid																									—
Total Fee Offset																									—
Net Fee Due																								$	918.60

 

(1)

Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended (the “Securities Act”). Represents only the additional securities being registered. This does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-284135) (the “Initial Registration Statement”).

 

(2)

Pursuant to Rule 416(a) under the Securities Act, this registration statement shall also cover an indeterminate number of shares of common stock, par value $0.0001 per share, of the registrant (the “Common Stock”) that may become issuable to prevent dilution resulting from stock splits, stock combinations, stock dividends, recapitalizations or similar transactions with respect to the Common Stock.

 

(3)

The proposed maximum offering price of the units of the registrant proposed to be sold in the offering will be reduced on a dollar-for-dollar basis based on the offering price of any pre-funded units of the registrant offered and sold in the offering.

 

(4)

No separate fee is required pursuant to Rule 457(g) under the Securities Act.

 

(5)

As estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act, the proposed maximum offering price of the additional shares of Common Stock issuable upon exercise of such Series D warrants included in the units or pre-funded units, as applicable, proposed to be sold in the offering and registered on the Initial Registration Statement, is $6,000,000, which represents the difference between the $12,000,000 of such warrants registered on the Initial Registration Statement and 150% of $12,000,000 of such warrants, as each such warrant is exercisable at a per share exercise price equal to 150% of the public offering price of the units proposed to be sold in the offering and each share of Common Stock included in each unit of the registrant to be sold in this offering (and each pre-funded common stock purchase warrant included in each pre-funded unit of the registrant to be sold in this offering) will receive a Series D warrant to purchase one share of Common Stock.

 

 

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