LogicMark (LGMK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for March 27, 2025, to vote on four key proposals impacting capital structure and governance.

• Proposals include approval of warrant share issuance, reverse stock splits, and an increase in authorized capital stock.

• Board unanimously recommends voting in favor of all proposals.

• Voting rights are extended to holders of Common Stock, Series C Preferred, and Series F Preferred as of February 18, 2025.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of 20% or more of outstanding Common Stock upon exercise of Series C and D Warrants, in compliance with Nasdaq Rule 5635(d).

• Proposal 2: Authorize a reverse stock split of Common Stock at a ratio between 1-for-10 and 1-for-50, to be implemented by December 31, 2025.

• Proposal 3: Authorize a reverse stock split of Series C Preferred Stock at the same ratio as Common Stock and adjust its stated value accordingly.

• Proposal 4: Authorize an increase in total authorized capital stock from 110,000,000 to up to 880,000,000 shares, maintaining a 10:1 ratio between Common and Preferred Stock.

• Board recommends a vote FOR all proposals; abstentions and broker non-votes generally have no effect except for Proposal 4.

Board of directors and corporate governance

• Board retains discretion to determine the exact ratio for reverse stock splits and the number of authorized shares within approved ranges.

• Board may consider market conditions, trading price, and capital needs when implementing approved actions.

• No directors or executive officers have substantial interests in the proposals beyond their shareholdings and equity awards.