UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For the quarterly period ended
or
For the transition period from to
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) (Zip Code) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
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Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Indicate by check mark whether the registrant
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| ☒ | Smaller reporting company | ||
| Emerging growth company |
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As of May 14, 2025, there were
LogicMark, Inc.
Form 10-Q
Table of Contents
March 31, 2025
i
PART I. FINANCIAL INFORMATION
Item 1. Condensed Financial Statements (Unaudited)
LogicMark, Inc.
CONDENSED BALANCE SHEETS
(Unaudited)
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash and cash equivalents | $ | $ | ||||||
| Investments | ||||||||
| Accounts receivable, net | ||||||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Property and equipment, net | ||||||||
| Right-of-use assets, net | ||||||||
| Product development costs, net of amortization of $ | ||||||||
| Software development costs, net of amortization of $ | ||||||||
| Goodwill | ||||||||
| Other intangible assets, net of amortization of $ | ||||||||
| Total Assets | $ | $ | ||||||
| Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity | ||||||||
| Current Liabilities | ||||||||
| Accounts payable | $ | $ | ||||||
| Accrued expenses | ||||||||
| Deferred revenue | ||||||||
| Total Current Liabilities | ||||||||
| Other long-term liabilities | ||||||||
| Total Liabilities | ||||||||
| Commitments and Contingencies (Note 9) | ||||||||
| Series C Redeemable Preferred Stock | ||||||||
| Series C redeemable preferred stock, par value $ | ||||||||
| Stockholders’ Equity | ||||||||
| Preferred stock, par value $ | ||||||||
| Series F preferred stock, par value $ | ||||||||
| Series H preferred stock, par value $ | ||||||||
| Series I preferred stock, par value $ | ||||||||
| Common stock, par value $ | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
1
LogicMark, Inc.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Revenues | $ | $ | ||||||
| Costs of goods sold | ||||||||
| Gross Profit | ||||||||
| Operating Expenses | ||||||||
| Direct operating cost | ||||||||
| Advertising costs | ||||||||
| Selling and marketing | ||||||||
| Research and development | ||||||||
| General and administrative | ||||||||
| Other expense | ||||||||
| Depreciation and amortization | ||||||||
| Total Operating Expenses | ||||||||
| Operating Loss | ( | ) | ( | ) | ||||
| Other Income | ||||||||
| Interest income | ||||||||
| Other income | ||||||||
| Total Other Income | ||||||||
| Loss Before Income Taxes | ( | ) | ( | ) | ||||
| Income tax expense | ||||||||
| Net Loss | ( | ) | ( | ) | ||||
| Preferred stock dividends | ( | ) | ( | ) | ||||
| Net Loss Attributable to Common Stockholders | ( | ) | ( | ) | ||||
| Net Loss Attributable to Common Stockholders Per Share - Basic and Diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted Average Number of Common Shares Outstanding - Basic and Diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
2
LogicMark, Inc.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
| Three Months Ended March 31, 2025 | ||||||||||||||||||||||||||||
| Additional | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance - January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Stock-based compensation expense | - | - | ||||||||||||||||||||||||||
| Issuance of restricted stock | - | |||||||||||||||||||||||||||
| Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1 | - | |||||||||||||||||||||||||||
| Fees incurred in connection with equity | ||||||||||||||||||||||||||||
| offerings | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Warrants exercised for common stock | - | |||||||||||||||||||||||||||
| Warrants exercised for common stock on a cashless basis | - | ( | ) | |||||||||||||||||||||||||
| Conversion of Series H preferred stock for common stock | ( | ) | ( | ) | ||||||||||||||||||||||||
| Redemption of Series I preferred stock | ( | ) | - | |||||||||||||||||||||||||
| Series C preferred stock dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| . | ||||||||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||||||||||||||||||
| Preferred Stock | Common Stock | Additional Paid-in | Accumulated | |||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Total | ||||||||||||||||||||||
| Balance - January 1, 2024 | $ | $ | | $ | $ | ( | ) | $ | ||||||||||||||||||||
| Issuance of stock options for services | - | - | ||||||||||||||||||||||||||
| Fees incurred in connection with equity offerings | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Series C preferred stock dividends | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Net loss | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance - March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
3
LogicMark, Inc.
CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)
| For the Three Months Ended March 31, | ||||||||
| 2025 | 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation | ||||||||
| Stock-based compensation | ||||||||
| Amortization of intangible assets | ||||||||
| Amortization of product development costs | ||||||||
| Amortization of software development costs | ||||||||
| Loss on disposal of fixed assets | ||||||||
| Change in unrealized gain on investments | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Inventory | ||||||||
| Prepaid expenses and other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ( | ) | ||||
| Accrued expenses | ( | ) | ||||||
| Deferred revenue | ||||||||
| Net Cash Used in Operating Activities | ( | ) | ( | ) | ||||
| Cash Flows from Investing Activities | ||||||||
| Purchase of equipment and website development | - | ( | ) | |||||
| Product development costs | ( | ) | ||||||
| Software development costs | ( | ) | ( | ) | ||||
| Purchase of investments in government securities | ( | ) | ||||||
| Net Cash Used in Investing Activities | ( | ) | ( | ) | ||||
| Cash Flows from Financing Activities | ||||||||
| Proceeds from the sale of common stock and warrants | ||||||||
| Fees paid in connection with equity offerings | ( | ) | ( | ) | ||||
| Proceeds from exercise of warrants for common stock | ||||||||
| Series C redeemable preferred stock dividends | ( | ) | ( | ) | ||||
| Net Cash Provided by (Used in) Financing Activities | ( | ) | ||||||
| Net Increase (Decrease) in Cash and Cash Equivalents | ( | ) | ||||||
| Cash and Cash Equivalents - Beginning of Period | ||||||||
| Cash and Cash Equivalents - End of Period | $ | $ | ||||||
| Supplemental Disclosures of Cash Flow Information: | ||||||||
| Non-cash investing and financing activities: | ||||||||
| Series H preferred stock conversion to common stock | $ | $ | ||||||
| Website development costs included in accounts payable | ||||||||
| Fees in connection with offering costs included in accounts payable and accrued expenses | ||||||||
| Product development costs included in accounts payable and accrued expenses | ||||||||
| Software development costs included in accounts payable and accrued expenses | ||||||||
The accompanying notes are an integral part of these unaudited condensed financial statements.
4
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES
LogicMark, Inc. (“LogicMark,” the “Company,” or “we”) was incorporated in the State of Delaware on February 8, 2012 and was reincorporated in the State of Nevada on June 1, 2023. LogicMark operates its business in one segment and provides personal emergency response systems (“PERS”), health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices give people the ability to receive care at home and confidence to age independently. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a price point everyday consumers could afford. The PERS technologies are sold direct-to-consumer through the Company’s eCommerce platform, to retailers and resellers, and to the United States Veterans Health Administration (“VHA”).
NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS
The Company generated an operating loss of $
Given the Company’s cash position as of March 31, 2025 and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations for a period of at least one year following the date of this filing. The Company may also raise funds through equity or debt offerings in the future to further accelerate the execution of its long-term strategic plan to develop and commercialize its core products and to fulfill its product development efforts.
NOTE 3 - BASIS OF PRESENTATION
The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders’ equity, and cash flows. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025.
Net loss per share and share data for the three months ended March 31, 2024 have been retroactively adjusted to reflect the 1-for-25 reverse stock split that occurred on November 18, 2024. See Note 7.
5
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS
U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to stock-based compensation, income taxes, allowance for doubtful accounts, long-lived assets, and inventories, and other matters that affect the condensed financial statements and disclosures. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid securities
with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents
are carried at cost, which approximates fair value. The Company had cash equivalents of $
CONCENTRATIONS OF CREDIT RISK
Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents. The Company maintains its cash and cash equivalents balances in large well-established financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limits.
REVENUE RECOGNITION
We enter into contracts with customers that may include combinations of product and subscription services, resulting in arrangements containing multiple performance obligations. The Company’s revenues consist of product sales to either end customers, to resellers or direct bulk sales to the VHA. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the title of the product, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payments are mostly prepaid, or in limited cases, due net 30 days after the invoice date. The majority of prepaid contracts are with the VHA, which consists of the majority of the Company’s revenues. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when title transfers to the customer, which generally occurs when the Company ships or delivers the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board shipping point, or (ii) when the product arrives at its destination.
6
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
In cases where the Company enters into contracts with customers that contain multiple performance obligations for product and subscription services, we allocate the transaction price for the contract among the performance obligations on a relative standalone selling price (“SSP”) basis, which is generally not directly observable and requires the Company to estimate SSP based on management judgment by considering available data such as internal margin objectives, pricing strategies, as well as other observable inputs. Subscription services revenue in these cases are recognized over time.
During the year ended December 31, 2024, the Company released new offerings by leasing products coupled with monthly subscription services. We account for the revenue from our lease contracts by utilizing the single component accounting policy. This policy requires the Company to account for, by class of underlying asset, the lease component and non-lease component(s) associated with each lease as a single component if two criteria are met: (1) the timing and pattern of the lease component and the non-lease component are the same and (2) the lease component would be classified as an operating lease, if accounted for separately. The Company has determined that its leased product meets the criteria to be operating leases and has the same timing and pattern of transfer as its monthly subscription services. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases and recognizes, measures, presents, and discloses the revenue for the new offering based upon the predominant component, either the lease or non-lease component. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers for its leased products for which it has estimated that the non-lease components of the new offering are the predominant component of the contract.
For the three months ended March 31, 2025, the
Company’s sales recognized over time was $
SALES TO DEALERS AND RESELLERS
The Company maintains a reserve for unprocessed and estimated future price adjustments, claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. These reserves were not material as of March 31, 2025 and December 31, 2024.
SHIPPING AND HANDLING
Amounts billed to customers for shipping and handling
are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $
7
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
ACCOUNTS RECEIVABLE - NET
For the three months ended March 31, 2025 and 2024, the Company’s revenues were primarily the result of shipments to VHA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to dealers and resellers, typically providing customers with modest trade credit terms. Sales made to dealers and resellers are done with limited rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects.
Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the accounts receivable allowance for credit losses as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of March 31, 2025 and December 31, 2024, the allowance for credit losses was immaterial.
DEFERRED REVENUE
Deferred revenue is recorded when the amounts invoiced to customers
are in excess of revenue that can be recognized because performance obligations have not been satisfied, and control of the promised product
or subscription services has not been transferred to the customer.
| March 31, | ||||
| 2025 | ||||
| Deferred Revenue | ||||
| Current | $ | |||
| Non-current | ||||
| Total | $ | |||
The Company recognized sales of $
INVENTORY
The Company measures inventory at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the first-in, first-out method.
The Company performs regular reviews of inventory quantities on hand
and evaluates the realizable value of its inventories. The Company adjusts the carrying value of the inventory as necessary for excess,
obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements.
As of March 31, 2025, inventory comprised $
The Company is required to partially prepay for
inventory with certain vendors. As of March 31, 2025 and December 31, 2024, $
LONG-LIVED ASSETS
Long-lived assets, such as property and equipment, and other intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations.
8
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
PROPERTY AND EQUIPMENT
Property and equipment consisting of equipment,
furniture, fixtures, website and other is stated at cost. The costs of additions and improvements are generally capitalized and expenditures
for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related
costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income.
| Equipment | ||
| Furniture and fixtures | ||
| Website and other |
GOODWILL
Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As of March 31, 2025 and December 31, 2024, no indicators of impairment were noted.
OTHER INTANGIBLE ASSETS
The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company, and are included in other intangible assets in the Company’s condensed balance sheets as of March 31, 2025 and December 31, 2024.
As of March 31, 2025, the other intangible assets
are composed of patents of $
Amortization expense is estimated to be approximately
$
STOCK-BASED COMPENSATION
The Company accounts for stock-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Stock-based compensation charges are amortized over the vesting period or as earned. Stock-based compensation is recorded in the same component of operating expenses as if it were paid in cash.
9
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE
Basic net loss attributable to common stockholders per share was computed
using the weighted average number of shares of common stock, par value $
RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS
Research and development costs are expenditures
on new market development and related engineering costs. In addition to internal resources, the Company utilizes functional consulting
resources, third-party software, and hardware development firms. The Company expenses all research and development costs as incurred until
technological feasibility has been established for the product. Once technological feasibility is established, development costs including
software and hardware design are capitalized until the product is available for general release to customers. Judgment is required in
determining when technological feasibility of a product is established. For the three months ended March 31, 2025, the Company did not
capitalize costs for product development and capitalized $
RECENT ACCOUNTING PRONOUNCEMENTS
Recently Issued Accounting Pronouncements – Not Yet Adopted
In December 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.
NOTE 5 - ACCRUED EXPENSES
Accrued expenses consist of the following:
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Salaries, payroll taxes and vacation | $ | $ | ||||||
| Merchant card fees | ||||||||
| Professional fees | ||||||||
| Management incentives | ||||||||
| Lease liability | ||||||||
| Development costs | ||||||||
| Other | ||||||||
| Totals | $ | $ | ||||||
10
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 6 – FAIR VALUE MEASUREMENTS
The fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants. The degree of judgment used in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree to which depends on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.
Valuation Hierarchy
ASC 820, Fair Value Measurements and Disclosures, establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:
| ● | Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. |
| ● | Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. |
| ● | Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. |
The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.
Cash and accounts payable approximate their fair values due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.
Assets measured at fair value on a recurring basis were as follows:
| March 31, 2025 | December 31, 2024 | |||||||||||||||||||||||
| Fair Value Measurement | Fair Value Measurement | |||||||||||||||||||||||
| Total | Total | |||||||||||||||||||||||
| Level 1 | Level 2 | Balance | Level 1 | Level 2 | Balance | |||||||||||||||||||
| Cash equivalents | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
| U.S. government securities | ||||||||||||||||||||||||
| Totals | $ | $ | $ | $ | $ | $ | ||||||||||||||||||
NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK
February 2025 Public Offering
On February 18, 2025 (the “Closing Date”), the Company,
in connection with a best efforts public offering (the “February Offering”), sold an aggregate of (x)
11
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)
As of March 31, 2025, the February Purchasers exercised all of their
Pre-Funded Warrants for an aggregate of
November 2024 Reverse stock split
On November 18, 2024, the Company effected a
Net loss per share and all share data as of and for the three months ended March 31, 2024 have been retroactively adjusted to reflect the reverse stock splits in accordance with ASC 260-10-55-12, “Restatement of EPS Data”.
Settlement Agreements and Issuance of New Preferred Stock
On November 13, 2024, the Company entered into settlement and release agreements (the “Settlement Agreements”) with the current and former holders (the “Series B Holders”) of the Company’s Series B warrants to purchase Common Stock (the “Series B Warrants”), issued in the August Offering (as defined below), pursuant which on such date all remaining Series B Warrants were exercised and the Series B Holders waived and released the Company from certain claims in connection with the exercise thereof and in exchange the Company agreed to issue the New Preferred Stock (as defined below).
In connection with the Settlement Agreements,
on November 13, 2024, the Company filed with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”):
(i) a Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Non-Voting Preferred Stock (the “Series
H Certificate of Designation”) to designate
Pursuant to the Settlement Agreements, on November 14, 2024, the Company
issued to the Series B Holders (i) an aggregate of
12
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)
As of December 31, 2024, the conversion price
of the Series H Preferred Stock was subject to an adjustment due to the November 18, 2024 reverse stock split, which resulted in a new
conversion price of $
Also pursuant to the Settlement Agreements, on the issuance date of the New Preferred Stock, the Company entered into registration rights agreements with the Series B Holders pursuant to which the Company agreed to register the resale of the Conversion Shares. The Company was required to prepare and file the resale registration statement with the SEC no later than the 30th calendar day following the date of the issuance of the New Preferred Stock and to use its best efforts to have such registration statement declared effective within 60 calendar days after such date, subject to certain exceptions. A registration statement on Form S-3 (File No.333-283821) registering the resale of the Conversion Shares was initially filed by the Company with the SEC on December 13, 2024 and was declared effective by the SEC on December 27, 2024.
Rights Agreement
On November 1, 2024, the Company entered into
a rights agreement with Nevada Agency and Transfer Company, as rights agent (the “Rights Agreement”). Pursuant to the Rights
Agreement, in the event that a person or entity or group thereof becomes the Beneficial Owner (as defined in the Rights Agreement) of
at least fifteen percent (
On November 1, 2024, in connection with the Rights Agreement, the Company
filed a Certificate of Designation, Preferences, and Rights of Series G Non-Convertible Voting Preferred Stock (the “Series G Certificate
of Designation”) with the Nevada Secretary of State. The Series G Certificate of Designation authorized
13
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)
August 2024 Public Offering
On August 5, 2024, the Company, in connection
with a best efforts public offering (the “August Offering”), sold to certain purchasers an aggregate of (x)
As of December 31, 2024, the Purchasers exercised their August Pre-Funded
Warrants for an aggregate of
14
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)
Series C Redeemable Preferred Stock
In May 2017, the Company authorized the Series
C Redeemable Preferred Stock. Holders of Series C Redeemable Preferred Stock are entitled to receive dividends of
The Series C Redeemable Preferred Stock may be
redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the
Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred
Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends.
A fundamental change includes but is not limited to any change in the ownership of at least
The holder of the Series C Redeemable Preferred Stock is entitled to
vote on any matter submitted to the stockholders of the Company for a vote.
A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of March 31, 2025 and December 31, 2024 until such time that events occur that indicate otherwise.
Warrants
The following table summarizes the Company’s warrants outstanding and exercisable as of March 31, 2025 and December 31, 2024:
| Weighted | ||||||||||||||||
| Weighted | Average | |||||||||||||||
| Average | Remaining | Aggregate | ||||||||||||||
| Number of | Exercise | Life | Intrinsic | |||||||||||||
| Warrants | Price | In Years | Value | |||||||||||||
| Outstanding and exercisable at January 1, 2025 | $ | $ | ||||||||||||||
| Issued in connection with February Offering | ||||||||||||||||
| Issued pre-funded warrants | ||||||||||||||||
| Exercise of pre-funded warrants | ( | ) | ||||||||||||||
| Exercise of Series D Warrants from February Offering | ( | ) | ||||||||||||||
| Outstanding and exercisable at March 31, 2025 | $ | $ | ||||||||||||||
15
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - STOCK INCENTIVE PLANS
2023 Stock Incentive Plan
On March 7, 2023, the Company’s stockholders approved the 2023
Stock Incentive Plan (“2023 Plan”). The aggregate maximum number of shares of Common Stock that may be issued under the 2023
Plan was
Stock Options
During the three months ended March 31, 2025,
the Company issued
During the three months ended March 31, 2024,
the Company issued
During the three months ended March 31, 2025,
Restricted Stock
During the three months ended March 31, 2025, the Company granted
A summary of restricted stock awards is as follows:
| Number of | ||||
| Shares of Restricted Stock | ||||
| Unvested balance at January 1, 2025 | ||||
| Granted | ||||
| Vested | ( | ) | ||
| Unvested balance at March 31, 2025 | ||||
16
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - STOCK INCENTIVE PLANS (CONTINUED)
2017 Stock Incentive Plan
On August 24, 2017, the Company’s stockholders approved the 2017
Stock Incentive Plan (“2017 SIP”). The aggregate maximum number of shares of Common Stock that were issuable under the 2017
SIP was limited to
Stock Options
During the three months ended March 31, 2025 and 2024, the Company did not issue any stock options under the 2017 SIP.
During the three months ended March 31, 2025,
Restricted Stock
During the three months ended March 31, 2025 and
2024, the Company did not issue any restricted stock awards under the 2017 SIP. The unamortized compensation cost as of March 31, 2025,
related to all outstanding restricted stock was $
A summary of restricted stock awards is as follows:
| Number of | ||||
| Shares of Restricted Stock |
||||
| Unvested balance at January 1, 2025 | ||||
| Granted | ||||
| Vested | ( |
) | ||
| Unvested balance at March 31, 2025 | ||||
2013 Long-Term Stock Incentive Plan
On January 4, 2013, the Company’s stockholders approved the Company’s
Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of Common Stock that were issuable under the 2013
LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, was limited to
During the three months ended March 31, 2025 and 2024, the Company did not issue any stock options under the 2013 LTIP.
During the three months ended March 31, 2025,
17
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 8 - STOCK INCENTIVE PLANS (CONTINUED)
Stock Option Modification
During the three months ended March 31, 2025, the Company cancelled
Stock-based Compensation Expense
Total stock-based compensation expense during the three months ended
March 31, 2025 pertaining to awards under the 2023 Plan amounted to $
NOTE 9 - COMMITMENTS AND CONTINGENCIES
LEGAL MATTERS
From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition.
COMMITMENTS
The Company leases warehouse space and equipment,
in the U.S., which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as
a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over
the lease term, assessed as of the commencement date.
The Company’s lease agreements generally do not specify an implicit
borrowing rate, and as such, the Company uses its incremental borrowing rate to calculate the present value of the future lease payments.
The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy
the scheduled lease liability payment streams. The Company entered into a new five-year lease agreement in June 2020 for new warehouse
space located in Louisville, Kentucky. The Right of Use (“ROU”) asset value added as a result of this new lease agreement
was $
The Company’s lease agreements include options for the Company to either renew or early terminate the lease. Renewal options are reviewed at lease commencement to determine if such options are reasonably certain of being exercised, which could impact the lease term. When determining if a renewal option is reasonably certain of being exercised, the Company considers several factors, including significance of leasehold improvements on the property, whether the asset is difficult to replace, or specific characteristics unique to the lease that would make it reasonably certain that the Company would exercise the option. In most cases, the Company has concluded that renewal and early termination options are not reasonably certain of being exercised by the Company and thus not included in the Company’s ROU asset and lease liability.
18
LogicMark, Inc.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(Unaudited)
NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)
For the three months ended March 31, 2025, total operating lease cost
was $
| Year Ending December 31, | ||||
| 2025 | ||||
| Total future minimum lease payments | $ | |||
| Less imputed interest | ( | ) | ||
| Total present value of future minimum lease payments | $ | |||
| As of March 31, 2025 | ||||
| Operating lease right-of-use assets | $ | |||
| Accrued expenses | $ | |||
| As of March 31, 2025 | ||||
| Weighted Average Remaining Lease Term | ||||
| Weighted Average Discount Rate | % | |||
NOTE 10 – SEGMENT REPORTING
The Company’s operations are managed and
reported to its Chief Executive Officer (“CEO”), Chia-Lin Simmons, the Company’s chief operating decision maker (“CODM”),
on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s statements of operations,
which assists the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop
uniform strategies. Accordingly, components and processes of the Company’s operations are managed centrally, including contracting
with the government, capitalizing and developing new products or software, including releases, customer service, marketing, and legal
affairs. Segment asset information is not used by the CODM to allocate resources or manage the business. Under this reporting structure,
the Company has
NOTE 11 – SUBSEQUENT EVENTS
As of May 15, 2025, the February Purchasers received
On May 2, 2025, the Company received a written notification (the “Notice”) from the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that based on its review of the Company’s SEC filings, the Staff has determined to delist the Common Stock, pursuant to its discretionary authority under Nasdaq Listing Rule 5101. Specifically, as set forth in the Notice, the Staff determined that the Company’s issuance of securities in connection with the February Offering, particularly the Series D Warrants exercisable on an alternate cashless exercise basis as described in the Company’s SEC filings, arguably, according to the Staff raised public interest concerns because the issuance of a large number of shares of Common Stock upon the exercise of such Series D Warrants resulted in substantial dilution for the Company’s shareholders. Accordingly, as set forth in the Notice, this matter serves as an additional basis for delisting the Common Stock from the Nasdaq Capital Market.
The Notice also provides that the Nasdaq Hearings Panel (the “Panel”) will consider this matter in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market and that the Company may present its views with respect to this additional deficiency no later than May 9, 2025. The Company believes that it complied with all applicable and published SEC and Nasdaq rules and regulations in connection with the February Offering and that the Staff’s reliance on Nasdaq Listing Rule 5101 to delist the Common Stock raises significant due process concerns. The Company is committed to taking all necessary and appropriate actions that may be required in order to regain compliance with Nasdaq’s listing standards and submitted a response to the Panel on May 9, 2025.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations for the three months ended March 31, 2025 should be read together with our condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the three months ended March 31, 2025 (this “Form 10-Q”). This discussion and other disclosure in this Form 10-Q contain forward-looking statements and information relating to our business, including without limitation those related to current and future compliance with the listing requirements of The Nasdaq Stock Market LLC, that reflect our current views and assumptions concerning future events and is subject to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform to these statements to actual results.
Overview
LogicMark, Inc. provides PERS, health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices provide people with the ability to receive care at home and age independently and to check, manage and monitor a loved one’s health and safety remotely. The Company’s PERS devices incorporate two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a consumer-friendly price point aimed at everyday consumers. The Company is focused on modernizing remote monitoring to help people stay safe and live independently longer. The PERS technologies, as well as other personal safety devices, are sold direct to consumer through dealers and resellers, the Company’s eCommerce website (logicmark.com) and Amazon.com, as well as directly to the United States Veterans Health Administration. The Company was awarded a contract by the U.S. General Services Administration that enables the Company to distribute its products to federal, state, and local governments.
Recent Developments
Delisting Notification
On May 2, 2025, the Company received a written notification from the Nasdaq Staff stating that based on its review of the Company’s SEC filings, the Staff has determined to delist the Common Stock, pursuant to its discretionary authority under Nasdaq Listing Rule 5101. Specifically, as set forth in the Notice, the Staff determined that the Company’s issuance of securities in connection with its February Offering, particularly the Series D Warrants exercisable on an alternate cashless exercise basis as described in the Company’s SEC filings, arguably, according to the Staff raised public interest concerns because the issuance of a large number of shares of Common Stock upon the exercise of such Series D Warrants resulted in substantial dilution for the Company’s shareholders. Accordingly, as set forth in the Notice, this matter serves as an additional basis for delisting the Common Stock from the Nasdaq Capital Market.
The Notice also provides that the Panel will consider this matter in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market and that the Company may present its views with respect to this additional deficiency no later than May 9, 2025. The Company believes that it complied with all applicable and published SEC and Nasdaq rules and regulations in connection with the February Offering and that the Staff’s reliance on Nasdaq Listing Rule 5101 to delist the Common Stock raises significant due process concerns. The Company is committed to taking all necessary and appropriate actions that may be required in order to regain compliance with Nasdaq’s listing standards and submitted a response to the Panel on May 9, 2025.
Board and Committee Changes
On April 28, 2025, the Company announced Carine Schneider as the new Chair of the Board, John Pettitt as the new Chair of the Board’s nomination and corporate governance committee, and Robert Curtis as the new Chair of the Board’s compensation committee.
Results of Operations
Three months ended March 31, 2025, compared with the three months ended March 31, 2024.
Revenue, Cost of Goods Sold, and Gross Profit
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||
| Revenue | $ | 2,591,824 | $ | 2,611,083 | $ | (19,259 | ) | (1 | )% | |||||||
| Cost of Goods Sold | 946,597 | 843,865 | $ | 102,732 | 12 | % | ||||||||||
| Gross Profit | $ | 1,645,227 | $ | 1,767,218 | $ | (121,991 | ) | (7 | )% | |||||||
| Profit Margin | 63 | % | 68 | % | ||||||||||||
20
We experienced a 1% decrease in revenue for the three months ended March 31, 2025 as compared to the same period ended March 31, 2024. The primary decrease in revenue was due to lower sales of our legacy hardware offset by an increase in sales of our Freedom Alert Mini, which we began selling in 2024.
Gross profit margin was 63% for the three months ended March 31, 2025, down from 68% for the three months ended March 31, 2024, as a result of an increase in costs for monitoring services in connection with our monitored hardware, which had an initial lower margin.
Operating Expenses
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| Operating Expenses | 2025 | 2024 | $ Change | % Change | ||||||||||||
| Direct operating cost | $ | 343,626 | $ | 330,920 | $ | 12,706 | 4 | % | ||||||||
| Advertising costs | 174,590 | 152,213 | $ | 22,377 | 15 | % | ||||||||||
| Selling and marketing | 517,100 | 587,538 | $ | (70,438 | ) | (12 | )% | |||||||||
| Research and development | 155,489 | 173,902 | $ | (18,413 | ) | (11 | )% | |||||||||
| General and administrative | 2,269,504 | 1,898,963 | $ | 370,541 | 20 | % | ||||||||||
| Other expense | 49,611 | 83,826 | $ | (34,215 | ) | (41 | )% | |||||||||
| Depreciation and amortization | 499,425 | 345,551 | $ | 153,874 | 45 | % | ||||||||||
| Total Expenses | $ | 4,009,345 | $ | 3,572,913 | $ | 436,432 | 12 | % | ||||||||
Direct Operating Cost
The $12.7 thousand increase in direct operating cost for the three months ended March 31, 2025, compared to the same period ended March 31, 2024, was primarily driven by the direct operating fees incurred from merchant fees related to credit card charges on sales and an increase in personnel.
Advertising Costs
The $22.4 thousand increase in advertising costs for the three months ended March 31, 2025, compared to the same period ended March 31, 2024, was primarily driven by the cost of advertising related to the sale of our hardware through Amazon.com and a continued expansion in social media advertising to support our eCommerce sales platform.
Selling and Marketing
The $70.4 thousand decrease in selling and marketing expenses for the three months ended March 31, 2025, compared to the same period ended March 31, 2024, was driven by a decrease in consultant expenses related to marketing services.
Research and Development
The $18.4 thousand decrease in research and development expenses for the three months ended March 31, 2025, compared to the same period ended March 31, 2024, was driven by the reduction in product development and engineering costs as new products were released in late 2024 and consultant related expenses.
21
General and Administrative
General and administrative costs increased $0.4 million for the three months ended March 31, 2025, compared to the same period ended March 31, 2024, which was driven by higher consulting costs, investor relations costs and legal fees.
Other Income
| Three Months Ended | ||||||||||||||||
| March 31, | ||||||||||||||||
| Other Income | 2025 | 2024 | $ Change | % Change | ||||||||||||
| Interest income | $ | 45,213 | $ | 61,152 | $ | (15,939 | ) | (26 | )% | |||||||
| Other income | $ | 127,919 | $ | - | $ | 127,919 | 100 | % | ||||||||
| Total Other Income | $ | 173,132 | $ | 61,152 | $ | 111,980 | 183 | % | ||||||||
During each of the three months ended March 31, 2025 and 2024, the Company recorded other income, which was driven by the generation of interest income from its cash balances. During the three months ended March 31, 2025, the Company recognized the receipt of a $0.1 million refund from the Internal Revenue Service in connection with its application of an employee retention credit for businesses.
Liquidity and Capital Resources
Sources of Liquidity
The Company generated an operating loss of $2.4 million, a net loss of $2.2 million and negative free cash flows of $7.8 million for the three months ended March 31, 2025. As of March 31, 2025, the Company had cash and cash equivalents of $9.0 million and $6.0 million investment in government securities. As of March 31, 2025, the Company had working capital of $14.3 million. During the three months ended March 31, 2025, the Company received gross proceeds of $14.4 million from the issuance of Common Stock and warrants.
Given our cash position as of March 31, 2025, we believe we will have sufficient capital to sustain operations for at least twelve months from the date of the filing of our condensed financial statements. We may, if ever deemed necessary, raise funds in the future through equity or debt offerings to further accelerate the execution of our long-term strategic plan to develop and commercialize our new products.
Cash Flows
Cash Used in Operating Activities
During the three months ended March 31, 2025, net cash used in operating activities was $1.7 million. During the three months ended March 31, 2024, net cash used in operating activities was $1.1 million. Our primary ongoing uses of operating cash relate to payments to vendors, salaries and related expenses for our employees and consulting and professional fees. Our vendors and consultants generally provide us with normal trade payment terms (net 30).
22
Cash Used in Investing Activities
During the three months ended March 31, 2025, we invested $0.2 million in software development and purchased $6.0 million investment in government securities. During the three months ended March 31, 2024, we purchased $13.6 thousand in equipment and website development costs and invested $0.2 million in product development and software development.
Cash Provided by (Used in) Financing Activities
| Three Months Ended March 31, | ||||||||
| Cash Flows from Financing Activities | 2025 | 2024 | ||||||
| Proceeds from sale of common stock and warrants | $ | 14,377,835 | $ | - | ||||
| Fees paid in connection with equity offerings | (1,321,751 | ) | (16,581 | ) | ||||
| Proceeds from exercise of warrants for common stock | 22,147 | - | ||||||
| Series C redeemable preferred stock dividends | (75,000 | ) | (75,000 | ) | ||||
| Net Cash Provided by (Used in) Financing Activities | $ | 13,003,231 | $ | (91,581 | ) | |||
During the three months ended March 31, 2025, we completed a registered public offering of units and pre-funded units, consisting of Common Stock, warrants and pre-funded warrants, whereby we received gross proceeds of $14.4 million. The Company also received gross proceeds from the exercise of all Pre-Funded Warrants of $22.1 thousand. The February Offering and the exercise of Pre-funded Warrants resulted in a total of $1.3 million in fees incurred. During the three months ended March 31, 2025 and 2024, we paid Series C Redeemable Preferred Stock dividends amounting to $0.1 million each period.
Impact of Inflation and Tariffs
We believe that our business has been modestly impacted by inflationary trends during the past three fiscal years. However, continued domestic inflation and the recent changes in treaties and tariffs by the U.S. administration may increase our cost of fulfilment in the remainder of fiscal year 2025 through higher labor and shipping costs, as well as our operating and overhead expenses. Should inflation continue to be a factor in the worldwide economy, it may increase the cost of purchasing products from our contract manufacturers in Asia, as well as the cost of certain raw materials, component parts and labor used in the production of our products. It is uncertain what impact new or existing tariffs, trade restrictions or retaliatory actions may have on us, the PERS industry or our customers. An escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the U.S. could adversely impact our ability to source necessary components, manufacture products at competitive cost, or sell our products at prices customers are willing to pay. We have been able to maintain our profit margins through higher productivity, better supply chain management, efficiency improvements, transferring our contract manufacturing from China and Hong Kong to Taiwan, and through cost reduction programs.
Off Balance Sheet Arrangements
We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.
Critical Accounting Policies
There were no significant changes to our critical accounting policies and estimates during the three months ended March 31, 2025, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.
23
Item 3. Quantitative and Qualitative Disclosures about Market Risk.
We are not required to provide the information required by this Item 3 as we are a smaller reporting company.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of March 31, 2025. Management has concluded that our disclosure controls and procedures were effective as of March 31, 2025 to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended March 31, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.
Limitations of the Effectiveness of Internal Control
Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
24
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.
Item 1A. Risk Factors
We have been notified by Nasdaq that we are not in compliance with Nasdaq Listing Rules 5101 and 5550(a)(2); if we are not able to regain compliance with such rules, maintain compliance with such rules, and/or maintain compliance with all other Nasdaq continued listing requirements or standards, our Common Stock will likely be delisted from the Nasdaq Capital Market.
Our Common Stock is currently listed on the Nasdaq Capital Market. In order to maintain that listing, we must satisfy several minimum financial and other continued listing requirements and standards, including those regarding director independence and independent committee requirements, minimum stockholders’ equity, minimum share price, and certain corporate governance requirements.
On May 2, 2025, the Company received a written notification (the “May Notice”) from the Staff stating that based on its review of the Company’s SEC filings, the Staff has determined to delist the Common Stock pursuant to its discretionary authority under Nasdaq Listing Rule 5101. Specifically, as set forth in the May Notice, the Staff determined that the Company’s issuance of securities in connection with the February Offering, particularly the Series D Warrants exercisable on an alternate cashless exercise basis as described in the Company’s SEC filings, arguably, according to the Staff, raised public interest concerns because the issuance of a large number of shares of Common Stock upon the exercise of such Series D Warrants resulted in substantial dilution for the Company’s shareholders. Accordingly, as set forth in the Notice, this matter serves as an additional basis for delisting the Common Stock from the Nasdaq Capital Market.
The Notice also provides that the Panel will consider this matter in rendering a determination regarding the Company’s continued listing on the Nasdaq Capital Market and that the Company may present its views with respect to this additional deficiency no later than May 9, 2025. The Company believes that it complied with all applicable and published SEC and Nasdaq rules and regulations in connection with the February Offering and that the Staff’s reliance on Nasdaq Listing Rule 5101 to delist the Common Stock raises significant due process concerns. The Company is committed to taking all necessary and appropriate actions that may be required in order to regain compliance with Nasdaq’s listing standards and submitted a response to the Panel on May 9, 2025.
On March 20, 2025, the Company received a written notification (the “March Notice”) from the Staff indicating that the Company was not in compliance with its Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”) because the Company’s closing bid price for its Common Stock had closed below $1.00 per share for the prior thirty (30) consecutive business days. Pursuant to the March Notice, normally a Nasdaq-listed company would be afforded a 180-calendar day period to demonstrate compliance with the Minimum Bid Price Requirement. However, due to a recent rule change modifying the delisting process for certain listed stocks that fail to maintain compliance with the Minimum Bid Price Requirement, the Company is not eligible for such a compliance period under amended Listing Rule 5810(c)(3)(A) due to the fact that the Company has effected (i) a reverse split of the Common Stock over the prior one-year period and (ii) one or more reverse stock splits of the Common Stock over the prior two-year period with a cumulative ratio of 250 shares or more to one. Upon receipt of the March Notice, the Company promptly requested a hearing before the Panel to appeal the Notice and to address compliance with the Minimum Bid Price Requirement, which occurred on April 29, 2025 after the Company submitted its plan of compliance to the Panel.
While the appeal process is pending and the Panel reviews the Company’s plan of compliance with respect to the Minimum Bid Price Requirement and its response to the May Notice, the suspension of trading of the Common Stock will be stayed and the Common Stock will continue to trade on the Nasdaq Capital Market until the Panel issues a written decision regarding the Staff’s determination of non-compliance with Nasdaq Listing Rules 5101 and 5550(a)(2). The Company has been diligently working on a plan to regain and maintain compliance with the Minimum Bid Price Requirement. There are no assurances that the Company will be able to regain or maintain compliance with any listing standards of Nasdaq, that the Panel will grant the Company any extension of time to regain compliance with any such listing requirements, or that any response to the Panel regarding the determinations in either the May Notice or the March Notice will be successful.
In the event that our Common Stock is delisted from Nasdaq due to a failure to comply with Nasdaq Listing Rule 5101, regain compliance with the Minimum Bid Price Requirement, or to comply with any other requirement for continued listing on Nasdaq, and our Common Stock is not eligible for listing on another exchange, trading in the shares of our Common Stock could be conducted in the over-the-counter market established for unlisted securities such as the Pink Market or the other markets operated by the OTC Markets Group Inc. In such event, it could become more difficult to trade or obtain accurate price quotations for our Common Stock. Also, it may be difficult for us to raise additional capital if we are not listed on a national exchange.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
On January 2, 2025, under the Company’s 2023 Stock Incentive Plan (“2023 Plan”), the Company granted 93,000 stock options vesting over a period of four years to employees and 26,668 fully vested stock options to four non-employee directors, all at an exercise price of $1.50 per share, in consideration for services provided to the Company.
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On January 2, 2025, the Company granted (i) Chia-Lin Simmons, our Chief Executive Officer, 116,900 shares of restricted Common Stock, (ii) Mark Archer, our Chief Financial Officer, 38,000 shares of restricted Common Stock and (iii) FLG Partners LLC, 2,000 shares of restricted Common Stock under the 2023 Plan, in accordance with the terms of the applicable employment agreement with the Company. Such shares vest over four years commencing on January 2, 2025, with a quarter to vest on the anniversary of the grant, and thereafter in quarterly amounts until the entire award has vested, so long as each remains in the service of the Company.
The sale and the issuance of the foregoing securities were offered and sold in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. No underwriter participated in the offer and sale of these securities, no commission or other remuneration was paid or given directly or indirectly in connection therewith, and there was no general solicitation or advertising for securities issued in reliance upon such exemption.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Item 6. Exhibits
In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| LogicMark, Inc. | ||
| Date: May 15, 2025 | By: | /s/ Chia-Lin Simmons |
| Chia-Lin Simmons | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Date: May 15, 2025 | By: | /s/ Mark Archer |
| Mark Archer | ||
| Chief Financial Officer | ||
| (Principal Financial Officer and Principal Accounting Officer) | ||
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