Item 4.01 Changes in Registrant’s Certifying Accountant
As of June 17, 2022, LogicMark, Inc. (the “Company”) determined
that it will no longer engage Marcum LLP (“Marcum”) as the Company’s independent registered public accounting firm.
The decision to change registered public accounting firms was approved by the audit committee (the “Audit Committee”) of the
board of directors of the Company.
The audit
reports of Marcum on the Company’s consolidated financial statements as of and for the years ended December 31, 2021 and 2020, did
not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. The audit reports of Marcum on the effectiveness of internal control over financial reporting as of December 31, 2021 and
2020, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
During the
Company’s two most recent fiscal years ended December 31, 2021 and 2020 and the subsequent interim period through June 17, 2022,
there were (i) no disagreements between the Company and Marcum on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Marcum, would have caused Marcum
to make reference thereto in its reports on the Company’s consolidated financial statements and effectiveness of internal control
over financial reporting for such years, and (ii) except with respect to the material weaknesses in internal control over financial reporting
described below, no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.
As previously
disclosed in the Company’s annual reports on Form 10-K for the fiscal year ended December 31, 2021 and 2020, and quarterly reports
for the quarters ended March 31, 2021, June 30, 2021, September 30, 2021, and March 31, 2022, the Company’s management identified
material weaknesses resulting from control deficiencies, as follows: (i) difficulty in accounting for complex accounting transactions
due to an insufficient number of accounting personnel with experience in that area, (ii) limited segregation of duties within our accounting
and financial reporting functions, (iii) incompletion of an effective assessment of the Company’s internal controls over financial
reporting based on the 2013 Committee of Sponsoring Organizations (COSO) framework; (iv) change of accounting software for one of the
Company’s subsidiaries in 2021 and lack of proper controls in place to ensure the accounting data was transferred over completely
and accurately; and (v) after the end of 2021, the Company determined that the tax provision related to prior years, prepared by the Company’s
tax advisors, was incorrect resulting in a non-cash adjustment to increase deferred tax liabilities and an offset to income tax expense.
Upon identifying the material weaknesses, the Company’s management took remedial action, including (a) hiring a forensic auditor
in the first quarter of 2021 who evaluated our transactions and who determined an incident related to a lack of segregation of duties
due to a limited number of employees performing certain administrative functions was isolated, (b) retaining Mark Archer in 2021 as its
Interim Chief Financial Officer, subsequently promoted to permanent Chief Financial Officer, who has over 40 years of financial and operational
experience, including assignments in technology and consumer products companies, and (c) retaining Armanino LLP, a regional public accounting
firm, in August 2021 to function as its internal accounting department. Additional time is required to complete the Company’s staffing,
fully document its systems, implement control procedures, and test its operating effectiveness before the Company can conclude that it
has fully remediated its material weaknesses.
The Company has provided Marcum with a copy of
the disclosures contained in this Current Report on Form 8-K (this “8-K”) and requested that Marcum furnish a letter (the
“Letter”) addressed to the U.S. Securities and Exchange Commission stating whether Marcum agrees with the statements noted
above and if not, stating in what respects Marcum does not agree. A copy of the Letter will be attached as an exhibit to an amendment
to this 8-K once the Company receives it from Marcum.
