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    SEC Form SC 13G filed by LogicMark Inc.

    8/9/24 4:56:40 PM ET
    $LGMK
    Industrial Specialties
    Health Care
    Get the next $LGMK alert in real time by email
    SC 13G 1 lgmk-sc13g_080924.htm SCHEDULE FILED TO REPORT ACQUISITION OF BENEFICIAL OWNERSHIP

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

    SCHEDULE 13G

    Under the Securities Exchange Act of 1934

    (Amendment No. )*

    LogicMark, Inc.

    (Name of Issuer)

     

    Common Stock, par value $0.0001
    (Title of Class of Securities)

     

    67091J503

    (CUSIP Number)

     

    August 5, 2024
    (Date of Event Which Requires Filing of this Statement)

    Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

      ☐ Rule 13d-1(b)
      ☒ Rule 13d-1(c)
      ☐ Rule 13d-1(d)

    * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

    The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

     

     

    Page 2 of 9

     

     

    CUSIP No.    67091J503    

     

    1

    NAME OF REPORTING PERSONS
    Altium Capital Management, LP

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2066653

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.99%(1)(2)

     
    12

    TYPE OF REPORTING PERSON

    IA, PN

     
             

    (1)    As more fully described in Item 4, the Pre-Funded Warrants are subject to a 4.99% blocker (the “PFW Blocker”). The Series A Warrants and Series B Warrants (collectively, with the Pre-Funded Warrants, the “Warrants”) are each subject to a 9.99% blocker (the “Series Blocker” and collectively, with the PFW Blocker, the “Warrant Blockers”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 3,643,453 shares of Common Stock outstanding as of August 2, 2024, as set forth in the Issuer’s Form 424B4, filed with the Securities and Exchange Commission (“SEC”) on August 5, 2024.

     

     

     

    Page 3 of 9

     

     

    CUSIP No. 67091J503    

     

    1

    NAME OF REPORTING PERSONS
    Altium Growth Fund, LP

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2105101

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.99%(1)(2)

     
    12

    TYPE OF REPORTING PERSON

    PN

     
             

     

    (1)As more fully described in Item 4, the Pre-Funded Warrants are subject to a 4.99% blocker (the “PFW Blocker”). The Series A Warrants and Series B Warrants (collectively, with the Pre-Funded Warrants, the “Warrants”) are each subject to a 9.99% blocker (the “Series Blocker” and collectively, with the PFW Blocker, the “Warrant Blockers”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 3,643,453 shares of Common Stock outstanding as of August 2, 2024, as set forth in the Issuer’s Form 424B4, filed with the SEC on August 5, 2024.

     

     

     

    Page 4 of 9

     

     

    CUSIP No. 67091J503    

     

    1

    NAME OF REPORTING PERSONS

    Altium Growth GP, LLC

     

    I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
    (ENTITIES ONLY) EIN: 82-2086430

     
    2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

    (a) ☐

    (b) ☐

    3 SEC USE ONLY  
    4

    CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware, United States of America

     

    NUMBER OF
    SHARES

    BENEFICIALLY
    OWNED BY

    EACH
    REPORTING

    PERSON
    WITH:

    5

    SOLE VOTING

    0

     
    6

    SHARED VOTING POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    7

    SOLE DISPOSITIVE POWER

    0

     
    8

    SHARED DISPOSITIVE POWER

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    9

    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    360,000 shares of Common Stock

    1,989,612 shares of Common Stock issuable up conversion of Pre-Funded Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series A Warrants(1)

    2,385,271 Shares of Common Stock issuable upon exercise of Series B Warrants(1)

     
    10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 9 EXCLUDES CERTAIN SHARES ☐
    11

    PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    9.99%(1)(2)

     
    12

    TYPE OF REPORTING PERSON

    OO

     
     
    (1)As more fully described in Item 4, the Pre-Funded Warrants are subject to a 4.99% blocker (the “PFW Blocker”). The Series A Warrants and Series B Warrants (collectively, with the Pre-Funded Warrants, the “Warrants”) are each subject to a 9.99% blocker (the “Series Blocker” and collectively, with the PFW Blocker, the “Warrant Blockers”). However, as more fully described in Item 4, the securities reported in rows (6), (8) and (9) show the number of shares of Common Stock that would be issuable upon full conversion and exercise of such Warrants and does not give effect to the Warrant Blockers. Therefore, the actual number of shares of Common Stock beneficially owned by each such Reporting Person, after giving effect to such Warrant Blockers, is less than the number of securities reported in rows (6), (8) and (9).

     

    (2)    Based on 3,643,453 shares of Common Stock outstanding as of August 2, 2024, as set forth in the Issuer’s Form 424B4, filed with the SEC on August 5, 2024.

     

     

     

    Page 5 of 9

     

     


    CUSIP No.
      67091J503    

     

    Item 1(a).   Name of Issuer:                                                         

    LogicMark, Inc. (the “Issuer”)

         
         
    Item 1(b).  

    Address of Issuer’s Principal Executive Offices:

    2801 Diode Lane

    Louisville, KY 40299

         
         
    Item 2(a).  

    Name of Person Filing:

    This statement is jointly filed by and on behalf of each of Altium Growth Fund, LP (the “Fund”), Altium Capital Management, LLC, and Altium Growth GP, LLC. The Fund is the record and direct beneficial owner of the securities covered by this statement. Altium Capital Management, LP is the investment adviser of, and may be deemed to beneficially own securities, owned by, the Fund. Altium Growth GP, LLC is the general partner of, and may be deemed to beneficially own securities owned by, the Fund.

     

    Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

     

    Each of the reporting persons may be deemed to be a member of a group with respect to the Issuer or securities of the Issuer for the purposes of Section 13(d) or 13(g) of the Act. Each of the reporting persons declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.

         
         
    Item 2(b).   Address of Principal Business Office or, if None, Residence:
        The address of the principal business office of each of the reporting persons is
    152 West 57th Street, FL 20, New York, NY 10019
         
         
    Item 2(c).   Citizenship:
        See Item 4 on the cover page(s) hereto.
         
         
    Item 2(d).   Title of Class of Securities:
        Common Stock, par value $0.0001 (“Common Stock”)
         
         
    Item 2(e).   CUSIP Number: 67091J503
         
         
    Item 3. If This Statement is Filed Pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), Check Whether the Person Filing is a:
           
      (a) ☐ Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).  
             
      (b) ☐ Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).  
                         

     

    Page 6 of 9

     

     

    CUSIP No. 67091J503      
           
      (c) ☐ Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).  
             
      (d) ☐ Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).  
             
      (e) ☐ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);  
             
      (f) ☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);  
             
      (g) ☐ A parent holding company or control person in accordance with §240.13d-1(b)(ii)(G);  
             
      (h) ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);  
             
      (i) ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act (15 U.S.C. 80a-3);  
             
      (j) ☐ Group, in accordance with §240.13d-1(b)(1)(ii)(J).  
             
    Item 4. Ownership.  
     

     

    Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

     

    The information as of the date of the event which requires filing of this statement required by Items 4(a) – (c) is set forth in Rows 5 – 11 of the cover page for each Reporting Person listed above and is incorporated by reference for each such Reporting Person. The percentage set forth in Row 11 of the cover page for each Reporting Person is based on 3,643,453 shares of Common Stock outstanding as of August 2, 2024, as set forth in the Issuer’s Form 424B4, filed with the Securities and Exchange Commission on August 5, 2024.

     

    Pursuant to the terms of the securities purchase agreement entered into between the Fund and the Issuer, the Fund purchased Common Stock, Pre-Funded Warrants, Series A Warrants and Series B Warrants. As described above the Reporting Persons are subject to Warrant Blockers and as a result cannot exercise the Series A and Series B Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 9.99% of the outstanding shares of Common Stock. Further, as described above the Reporting Persons cannot exercise the Pre-Funded B Warrants to the extent the Reporting Persons would beneficially own, after any such conversion or exercise, more than 4.99% of the outstanding shares of Common Stock.

     

     

     

     

     

     

     

     

     
                         

     

     

    Page 7 of 9

     

     

    CUSIP No . 67091J503    

     

    Item 5. Ownership of Five Percent or Less of a Class.
       
      If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
       
    Item 6. Ownership of More than Five Percent on Behalf of Another Person.
      Not applicable
       
       
    Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
      Not applicable
       
       
    Item 8. Identification and Classification of Members of the Group.
      Not applicable
       
       
    Item 9. Notice of Dissolution of Group.
      Not applicable
       
    Item 10. Certification.

    By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

    After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

      Dated: August 9, 2024  
         
     

    Altium Capital Management, LP

     

    By:

    /s/ Jacob Gottlieb

    Name:

    Jacob Gottlieb

    Title:

    CEO

     

    Altium Growth Fund, LP

     

    By: Altium Growth GP, LLC

    Its: General Partner

     

     
      Signature: /s/ Jacob Gottlieb  
      Name: Jacob Gottlieb  
      Title: Managing Member of Altium Growth GP, LLC  
           
      Altium Growth GP, LLC  
       
      By: /s/ Jacob Gottlieb  
      Name: Jacob Gottlieb  
      Title: Managing Member  

     

     

    Page 8 of 9

     

     

    EXHIBIT INDEX

     

     

    EXHIBIT 1: Joint Acquisition Statement Pursuant to Section 240.13d-1(k)

     

     

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      LOUISVILLE, Ky., April 28, 2025 (GLOBE NEWSWIRE) -- LogicMark, Inc. (NASDAQ:LGMK) (the "Company"), a provider of personal emergency response systems (PERS), health communication devices, and technology for the growing care economy, today announced changes to its Board committee assignments. The LogicMark Board of Directors maintains an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The Board comprises four independent non-executive directors who serve on the Committees and the Company's Chief Executive Officer (CEO), totaling five directors. The following new Board committee assignments reflect LogicMark's ongoing efforts to ensure that it

      4/28/25 9:00:00 AM ET
      $LGMK
      Industrial Specialties
      Health Care

    $LGMK
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    • SEC Form 4 filed by Director Schneider Carine

      4 - LogicMark, Inc. (0001566826) (Issuer)

      7/2/25 7:07:33 PM ET
      $LGMK
      Industrial Specialties
      Health Care
    • SEC Form 4 filed by Director Curtis Robert Arthur

      4 - LogicMark, Inc. (0001566826) (Issuer)

      7/2/25 7:07:19 PM ET
      $LGMK
      Industrial Specialties
      Health Care
    • SEC Form 4 filed by Director Gutierrez Barbara

      4 - LogicMark, Inc. (0001566826) (Issuer)

      7/2/25 7:07:05 PM ET
      $LGMK
      Industrial Specialties
      Health Care

    $LGMK
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    • LogicMark, Inc. Reports Strong Third-Quarter 2024 Results Led by Double-Digit Growth in Year-Over-Year Sales and Gross Profit

      LOUISVILLE, Ky., Nov. 12, 2024 (GLOBE NEWSWIRE) -- LogicMark, Inc. (NASDAQ:LGMK), a provider of personal safety, emergency response systems (PERS), health communications devices, and technology for the growing care and safety economy, today announced financial results for the third quarter ended September 30, 2024. Financial and Operational Highlights: Revenues rose to $2.7 million in the third quarter of 2024, a 14% year-over-year increase.Gross profit increased to $1.8 million, a 13% increase over the third quarter of 2023.Gross margin was 67%, a level consistently maintained over the past six quarters.Overall operating expenses were $3.4 million, flat with the prior year period. Chia

      11/12/24 4:05:00 PM ET
      $LGMK
      Industrial Specialties
      Health Care
    • LogicMark, Inc. Announces Adoption of Shareholder Rights Agreement

      LOUISVILLE, Ky., Nov. 01, 2024 (GLOBE NEWSWIRE) -- LogicMark, Inc. (NASDAQ:LGMK), ("LogicMark" or the "Company"), a provider of personal safety, emergency response systems (PERS), health communications devices, and technology for the growing care and safety economy, today announced that it has entered into a Rights Agreement with Nevada Agency and Transfer Company (the "Rights Agreement") to protect shareholder rights and long-term shareholder value. This decision has been taken in response to recent actions by Winvest Investment Fund Management Corp. ("Winvest"), which recently disclosed in public filings with the U.S. Securities and Exchange Commission ("SEC") that it (i) purportedly ow

      11/1/24 4:44:26 PM ET
      $LGMK
      Industrial Specialties
      Health Care
    • LogicMark, Inc. to Announce Third Quarter 2024 Financial Results on November 12, 2024

      LOUISVILLE, Ky., Oct. 31, 2024 (GLOBE NEWSWIRE) -- LogicMark, Inc. (NASDAQ:LGMK), a provider of emergency response systems, health communications devices, and technology for the growing personal safety and care economy, will issue a press release announcing its financial results for the third quarter ended September 30, 2024, after the market close on Tuesday, November 12, 2024. Ms. Chia-Lin Simmons, CEO, and Mr. Mark Archer, CFO, will host a live investor call and webcast the same day at 1:30 PM (PST) / 4:30 PM (EST) to review the results. Investors and analysts wishing to participate in the conference call must dial in here: Participant Toll-Free Dials: (800) 715-9871Participant Toll D

      10/31/24 9:15:49 AM ET
      $LGMK
      Industrial Specialties
      Health Care