UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES
EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant |
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Filed by a Party other than the Registrant |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, For Use of the Commission Only (as Permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
LogicMark, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box): |
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No fee required |
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Fee paid previously with preliminary materials. |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
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EXPLANATORY NOTE
On August 18, 2022, LogicMark,
Inc. (the “Company”) (i) continued its voicemail campaign by providing the Company’s stockholders with a recorded message
(the “Recorded Message”) from Chia-Lin Simmons, the Company’s Chief Executive Officer; and (ii) issued a press release
(the “Release”) regarding the Company’s upcoming Annual Meeting of Stockholders scheduled to be held on Thursday, August
25, 2022 (the “Annual Meeting”), which included a letter regarding the Annual Meeting from Ms. Simmons, which the Company
commenced distributing to its stockholders on August 18, 2022 (the “Letter”). The Recorded Message and the Letter each summarizes
certain recent Company operational and financial highlights and reminds stockholders to vote for each of the four proposals included in
the Definitive Proxy Statement that the Company filed with the U.S. Securities and Exchange Commission (“SEC”) on June 30,
2022 (the “Definitive Proxy Statement”).
The Recorded Message, the
Release and the Letter each supplements the Definitive Proxy Statement and each of the Definitive Additional Materials that the Company
filed with the SEC on July 5, 2022, July 12, 2022, July 13, 2022, July 14, 2022, July 15, 2022, July 21, 2022, July 25, 2022, July 26,
2022, July 28, 2022, August 2, 2022, August 3, 2022, August 8, 2022, August 10, 2022, August 15, 2022 and August 17, 2022.
Below is a transcript of the
Recorded Message:
Hi, it’s Chia-Lin Simmons,
CEO of LogicMark letting you know that a vote FOR the proxy proposals will help the Company continue expanding its product and intellectual
property portfolio. We are incorporating artificial intelligence and machine learning for pattern recognition and fall detection into
our products and services and developing new e-commerce initiatives that we believe will drive sustainable growth and margin expansion
in the years to come. But we need your vote to make it happen. Please vote. Thanks for listening and call 888-742-1305 to vote.
Below is a copy of the Release:
LogicMark Shares Letter with Shareholders How
Voting “For” the Annual Meeting Proxy
Proposals Keeps the Company Stronger and on a Path of Transformation
Louisville, KY, August 18, 2022 – LogicMark, Inc. (Nasdaq:
LGMK) (the “Company” or “LogicMark”), a provider of personal emergency response systems (PERS), health communications
devices, and technology for the growing care economy, today shared a letter to shareholders highlighting the Company’s strong transformation
and how shareholders voting “For” the annual meeting proxy proposals in connection with the Company’s 2022 annual meeting
of shareholders (the “2022 Annual Meeting”) to be held on August 25, 2022, keeps the Company stronger.
All votes are important, regardless of the number of shares owned.
Shareholders as of the 2022 Annual Meeting record date, June 28, 2022, will be entitled to vote at the 2022 Annual Meeting. Shareholders
are encouraged to read about the proposals in the Company’s Definitive Proxy Statement on Schedule 14A that was filed with the Securities
and Exchange Commission (“SEC”) on June 30, 2022. For assistance with voting your shares, please call our proxy solicitor,
Laurel Hill Advisory Group, at 888-742-1305 or via email: LogicMark@laurelhill.com
The full text of the letter follows.
Dear Fellow Shareholders,
With our annual meeting just a week away, I want
to share with you how we have architected a major transformation at LogicMark, which we believe has turned a new chapter at our Company
and set the stage for continued and exciting innovation and strong growth. Your vote “For” the proposals in the Annual
Meeting Proxy Statement drives our continued strength and execution of our expansive business plans.
LogicMark is fast transforming into a technology
company focused on building solutions for the new care economy, driven by its proprietary remote care and activity monitoring solutions
that leverage its core business and positions it to deliver new at-home and on-the-go Direct-to-Consumer (B2C), Business-to-Business (B2B)
and Business-to-Government (B2G) products and monitored services.
LogicMark’s new approach combines its strong
market presence within the PERS industry, our GSA contract and solid U.S. Veteran’s Administration relationship with innovative consumer
and B2B care communications. This approach is leading the Company to develop remote activity monitoring technologies that will include
advanced artificial intelligence and machine learning. We expect that this will unlock new as well as recurring revenue streams
intended to maximize growth and shareholder value creation.
Management has positioned the company for continued
strong performance through the addition of new leadership at both the Senior Management and Board of Director levels; eliminating debt;
implementing strong corporate operational controls; improved financial condition; expanded intellectual property portfolio around remote
monitoring, artificial intelligence and machine learning for pattern recognition and fall detection; and a new direct-to-consumer sales
channel, driven by our redesigned website and e-commerce platform, which will broadly deliver our solutions to more people, including
families and caregivers that we believe will drive sustainable growth and margin expansion in the years to come.
With the ongoing support of our loyal shareholders,
we are confident in LogicMark’s bright future. The Board of Directors and LogicMark Management urge shareholders to vote “For”
all proposals contained in the Annual Meeting Proxy as each proposal is vital for LogicMark’s continued progress, building on recent
successes in accomplishing the Company’s ambitious goals and objectives. A vote “For” each proposal enables LogicMark
to continue to improve its operations, manage its costs more effectively and reduce potential future shareholder dilution.
If you have previously voted against any of
the proposals and wish to change your vote, we encourage you to vote online or by telephone using the control number imprinted on
the voting instruction form. If you have any questions or need further assistance, please call our proxy solicitor, Laurel
Hill Advisory Group, at 888-742-1305.
On behalf of the Board of Directors, I wish to
thank our shareholders for your continued support in transforming LogicMark and look forward to 2022 and beyond as a highly transformative
and rewarding period for LogicMark.
Sincerely,
Chia-Lin Simmons
CEO of LogicMark
Forward-Looking Statements
This letter contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as
of the date of this letter, and involve certain risks and uncertainties. Forward-looking statements include statements herein with respect
to the successful execution of the Company’s business strategy. The Company’s actual results could differ materially from
those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among other
things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our ability
to possibly license from others patents and patent applications necessary to develop products; the availability of financing; the Company’s
ability to implement its long range business plan for various applications of its technology; the Company’s ability to enter into
agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and maintenance of any
necessary regulatory clearances applicable to applications of the Company’s technology; the Company’s ability to maintain
its Nasdaq listing for its common stock; and management of growth and other risks and uncertainties that may be detailed from time to
time in the Company’s reports filed with the SEC.
ADDITIONAL INFORMATION
We have filed the Definitive Proxy Statement on Schedule 14A (the “Proxy
Statement”) with the U.S. Securities and Exchange Commission (“SEC”) on June 30, 2022 in connection with our solicitation
of proxies for the Annual Meeting. LOGICMARK, INC. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT (AND ANY AMENDMENTS
AND SUPPLEMENTS THERETO) AND ACCOMPANYING PROXY CARD AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain the Proxy Statement,
any amendments or supplements to the Proxy Statement and other documents as and when filed by us with the SEC without charge from the
SEC’s website at www.sec.gov. Shareholders can also obtain, without charge, a copy of the Proxy Statement and other relevant filed
documents from our website at https://investors.logicmark.com/financial-information/sec-filings.
About LogicMark, Inc.
LogicMark, Inc. (Nasdaq: LGMK) provides personal emergency response
systems (PERS), health communications devices and technologies to create a Connected Care Platform. The Company’s devices give people
the ability to receive care at home and confidence to age in place. LogicMark revolutionized the PERS industry by incorporating two-way
voice communication technology directly into its medical alert pendant and providing this life-saving technology at a price point everyday
consumers can afford. The Company’s PERS technologies are sold through the United States Veterans Health Administration and dealers/distributors.
LogicMark has been awarded a contract by the U.S. General Services Administration that enables the Company to distribute its products
to federal, state, and local governments.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Forward-looking statements reflect management’s current expectations, as
of the date of this press release, and involve certain risks and uncertainties. Forward-looking statements include statements herein with
respect to the successful execution of the Company’s business strategy. The Company’s actual results could differ materially
from those anticipated in these forward-looking statements as a result of various factors. Such risks and uncertainties include, among
other things, our ability to establish and maintain the proprietary nature of our technology through the patent process, as well as our
ability to possibly license from others patents and patent applications necessary to develop products; the availability of financing;
the Company’s ability to implement its long range business plan for various applications of its technology; the Company’s
ability to enter into agreements with any necessary marketing and/or distribution partners; the impact of competition, the obtaining and
maintenance of any necessary regulatory clearances applicable to applications of the Company’s technology; the Company’s ability
to maintain its Nasdaq listing for its common stock; and management of growth and other risks and uncertainties that may be detailed from
time to time in the Company’s reports filed with the SEC.
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Investor Relations Contact:
CORE IR
Investor@logicmark.com
516 222 2560
Media:
Jules Abraham
917 885 7378
Below is a copy of the Letter:
* * *
Note: Notwithstanding the foregoing or anything
to the contrary contained herein, due to ongoing public health concerns regarding the COVID-19 pandemic and for the health and well-being of
our stockholders, directors, management and associates, the Company is planning for the possibility that there may be limitations on attending
the Annual Meeting in person, or the Company may decide to hold the Annual Meeting on a different date, at a different location or by
means of remote communication (i.e., a “virtual meeting”).
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