Item
1.01 Entry into a Material Definitive Agreement.
On January 25, 2023 (the “Closing Date”),
LogicMark, Inc., a Delaware corporation (the “Company”), in connection with a firm commitment public offering (the “Offering”),
sold an aggregate of (i) 10,585,000 units (the “Units”), consisting of 10,585,000 shares (the “Shares”) of common
stock, par value $0.0001 per share (the “Common Stock”) and 10,585,000 common stock purchase warrants exercisable at $0.371
per share, subject to certain adjustments (the “Warrants”), to purchase up to an aggregate of 15,877,500 shares of Common
Stock, and (ii) 3,440,000 pre-funded units of the Company (the “Pre-Funded Units”), consisting of 3,440,000 pre-funded common
stock purchase warrants exercisable at $0.001 per share, subject to certain adjustments (the “Pre-Funded Warrants”), and 3,440,000
Warrants to purchase up to an aggregate of 5,160,000 shares of Common Stock and (iii) 815,198 additional Warrants (the “Option Warrants”)
to purchase up to 1,222,797 shares of Common Stock, which Option Warrants were issued upon the partial exercise by the underwriters of
their over-allotment option, pursuant to an underwriting agreement, dated as of January 23, 2023 (the “Underwriting Agreement”),
between the Company and Maxim Group LLC (the “Representative”), as representative of the underwriters named therein. Pursuant
to the Underwriting Agreement, the Company granted the underwriters a 45-day option to purchase up to an aggregate of 2,103,750 additional
Shares and/or Pre-Funded Warrants, and/or 2,103,750 Warrants, exercisable for up to 3,155,625 shares of Common Stock, which was partially
exercised as described above. Neither the Units nor the Pre-Funded Units have stand-alone rights, are certificated or issued as stand-alone
securities. The Shares and Warrants included in the Units, and the Pre-Funded Warrants and Warrants included in the Pre-Funded Units,
are immediately separable from one another and were issued separately in the offering.
The Units, Pre-Funded Units, the Shares, Warrants
and Pre-Funded Warrants included in the Units and Pre-Funded Units, as applicable, and the Option Warrants were offered and sold to the
public pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-268688) (the “Registration Statement”),
filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”), which became effective on January 23, 2023.
The Warrants are immediately exercisable and will
terminate on the date that is five years after the initial exercise date and each Warrant is exercisable for one and one-half shares of
Common Stock to the holder of such Warrant. The exercise price of the Warrants is subject to customary adjustments for stock dividends,
stock splits and other subdivisions, combinations and re-classifications, and will be reset on the date of the Company’s next reverse
stock split to the lower of (i) the closing price per share of the Common Stock immediately prior to such reverse stock split, after giving
effect to the reverse stock split and (ii) the exercise price of the Warrants then in effect after giving effect to such reverse stock
split. The Pre-Funded Warrants are immediately exercisable until they are exercised in full. The exercise price of the Pre-Funded Warrants
is subject to customary adjustments for stock dividends, stock splits and other subdivisions, combinations and re-classifications. The
Warrants and the Pre-Funded Warrants are also each exercisable on a cashless basis, any time after their initial exercise dates, pursuant
to the formula set forth in the Warrants and Pre-Funded Warrants, respectively.
On January 25, 2023,
the Company entered into a warrant agency agreement with the Company’s transfer agent, Nevada Agency and Transfer Company, who is
also acting as the warrant agent for the Company, setting forth the terms and conditions of the Warrants and Pre-Funded Warrants sold
in the Offering (the “Warrant Agency Agreement”).
On the Closing Date, the Company received gross
proceeds, inclusive of proceeds from the partial exercise of the underwriters’ over-allotment option, of approximately $5.2 million,
before deducting underwriting discounts and commissions of 7% of the gross proceeds (3.5% of the gross proceeds in the case of certain
identified investors) and estimated Offering expenses. The Company estimates that total Offering expenses and such discounts and commissions
were approximately $800,000. The Company intends to use the net proceeds from the Offering for new product development and working capital.
The Underwriting Agreement contains customary
representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the
underwriters for losses or damages arising out of or in connection with the Offering, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions.
On January 25, 2023, the Company also entered
into voting agreements with certain investors in the Offering (the “Voting Agreements”). Pursuant to the terms of the Voting
Agreements, such investors agreed to vote all shares of Common Stock they beneficially own on and after January 25, 2023, including the
Shares, with respect to the proposals presented by the Company to the stockholders of the Company at the Company’s next meeting
of its stockholders, including at every adjournment or postponement thereof, or any subsequent meeting of its stockholders duly called
for the same or similar purposes. For clarity, each investor’s agreement to vote its shares of Common Stock in accordance with the
immediately preceding sentence, does not require such investor to vote its shares for or against any particular proposal or proposals,
whether or not such proposal or proposals are recommended by the Company’s board of directors.
The final prospectus relating to the Offering
was filed with the SEC on January 25, 2023 and is available on the SEC’s website at http://www.sec.gov. Copies of the final prospectus
relating to the Offering may be obtained from the SEC’s website or from Maxim Group LLC, 300 Park Avenue, 16th Floor, New York,
NY 10022.
The foregoing summaries of the terms of the Underwriting Agreement,
Warrants, Pre-Funded Warrants, Warrant Agency Agreement and Voting Agreements do not purport to be complete and are each qualified in
their entirety by reference to the full text of the Underwriting Agreement, a copy of which is attached hereto as Exhibit 1.1 and is incorporated
herein by reference, and by reference to the full text of the forms of Warrant, Pre-Funded Warrant, Warrant Agency Agreement and Voting
Agreement, which are attached hereto as Exhibits 4.1, 4.2, 10.1 and 10.2, respectively, and are each incorporated herein by reference..