SEC Form DEFA14A filed by LogicMark Inc.

To the Stockholders of LogicMark, Inc.

Notice is hereby given that the 2024 Special Meeting of Stockholders of LogicMark, Inc. will be held on October 1, 2024 at 11:00 a.m. EDT at the Offices of Sullivan & Worcester LLP, 1251 Avenue of the Americas, 19^th Floor, New York, NY 10020 for the following purposes:

1.     To approve, for purposes of Rule 5635(d) of The Nasdaq Stock Market LLC ("Nasdaq"), the issuance of 20% or more of the Company’s outstanding shares of common stock, par value, $0.0001 per share (“Common Stock”), upon exercise of the Company’s Series A common stock purchase warrants and Series B common stock purchase warrants, dated August 5, 2024, issued to the holders of such Warrants.

2.     To authorize the Company’s board of directors (the “Board”), for purposes of maintaining compliance with the minimum bid price requirement for continued listing on the Nasdaq Capital Market, as set forth under Nasdaq Rule 5550(a)(2), to amend the Company’s articles of incorporation, as amended, as then in effect (the “Charter”), to effect a reverse stock split of all of the outstanding shares of Common Stock by a ratio in the range of one-for-ten to one-for-twenty-five (the “Common Reverse Stock Split”).

3.     To authorize the Board to amend the Charter by amending the Company’s Certificate of Designations, Preferences and Rights of Series C Non-Convertible Voting Preferred Stock, as amended, and then in effect (the “Series C Preferred Certificate of Designations”) to (i) effect a reverse stock split of all of the Company’s outstanding shares of Series C Non-Convertible Voting Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”), by the same ratio that the Board selects for the Common Stock Reverse Stock Split (the “Series C Preferred Reverse Stock Split”) and (ii) proportionally increase the stated value of the Series C Preferred Stock to reflect the ratio selected for the Series C Preferred Reverse Stock Split.

NOTE:   To transact such other business as may properly come before the meeting or any postponement or adjournment thereof.

The Board of Directors recommends you vote “FOR” Proposals 1, 2, and 3.

By e-mail at: [email protected]

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