Item 5.07 Submission of Matters to a Vote of
Security Holders.
On March 7, 2023, LogicMark, Inc. (the “Company”)
held a Special Meeting of Stockholders (the “Special Meeting”). Set forth below are the five proposals that were voted on
at the Special Meeting and the stockholder votes on each such proposal, as certified by the inspector of elections for the Special Meeting.
These proposals are described in further detail in the Definitive Proxy Statement filed by the Company with the U.S. Securities and Exchange
Commission (the “SEC”) on January 31, 2023, as amended on February 2, 2023 (the “Proxy Statement”).
As of the close of business on January, 25, 2023,
the record date for the Special Meeting, 23,864,365 shares of the Company’s common stock, par value $0.0001 per share (“Common
Stock”), were issued, outstanding and entitled to vote, 200 shares of the Company’s Series C Non-Convertible Voting Preferred
Stock, par value $0.0001 per share (the “Series C Preferred Stock”), were issued, outstanding and entitled to vote, held by
one record holder, and 173,333 shares of the Company’s Series F Convertible Preferred Stock, par value $0.0001 per share (the “Series
F Preferred Stock”), were issued, outstanding and entitled to vote, held by one record holder. Holders of shares of Common Stock
and the holder of the shares of Series C Preferred Stock were entitled to one vote per share for each share of Common Stock and/or share
of Series C Preferred Stock held by them. The holder of shares of Series F Preferred Stock was entitled to vote on an as-converted to
Common Stock basis, entitling such holder to 66,505 votes for the 173,333 shares of Series F Preferred Stock held by such holder. Stockholders
holding an aggregate of 17,828,334 votes were present at the Special Meeting, in person or represented by proxy, which number constituted
a quorum.
Proposal 1 - The
appointment of BPM as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2022 was
ratified by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter. The final voting results
were as follows:
| For | |
Against | |
Abstain |
| 17,549,510 | |
216,995 | |
61,829 |
Proposal 2 - The adoption of the Company’s
2023 Stock Incentive Plan was approved by the affirmative vote of a majority of the shares outstanding and entitled to vote on the matter.
The final voting results were as follows:
| For | |
Against | |
Abstain |
| 11,974,533 | |
821,670 | |
18,228 |
There were 5,013,903 broker non-votes for the
second proposal.
Proposal 3 - The reincorporation of the
Company from the State of Delaware to the State of Nevada pursuant to a merger with and into a to-be-formed wholly-owned subsidiary of
the Company created solely for the purpose of effecting the reincorporation merger was approved by the affirmative vote of a majority
of the shares outstanding and entitled to vote on the matter. The final voting results were as follows:
| For | |
Against | |
Abstain |
| 12,552,261 | |
249,312 | |
12,858 |
There were 5,013,903 broker non-votes for the
third proposal.
Proposal 4 - The proposal to amend the
Company’s certificate of incorporation, as amended, as then in effect (the “Charter”) to effect a reverse stock split
of all of the Company’s outstanding shares of Common Stock (the “Common Stock Reverse Stock Split”) by a ratio in the
range of one-for-five to one-for-twenty (the “Common Stock Reverse Stock Split Proposal”) was approved by the affirmative
vote of a majority of the shares outstanding and entitled to vote on the matter. The final voting results were as follows:
| For | |
Against | |
Abstain |
| 16,950,888 | |
857,881 | |
19,565 |
Proposal 5 - The proposal to amend the
Charter by amending the Company’s Certificate of Designations, Preferences and Rights of Series C Preferred Stock, as amended, to
(i) effect the reverse stock split of all of the Series C Preferred Stock by the same ratio that the Company’s board of directors
selects for the Common Stock Reverse Stock Split described in the Common Stock Reverse Stock Split Proposal (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, was approved by the affirmative vote of a majority of the shares outstanding and entitled
to vote on the matter. The final voting results were as follows:
| For | |
Against | |
Abstain |
| 17,119,382 | |
690,526 | |
18,426 |