LogicMark (LGMK) Proxy Filing summary

Executive summary

• Special Meeting scheduled for October 1, 2024, to vote on three key proposals impacting capital structure and compliance with Nasdaq listing requirements.

• Proposals include approval for issuance of significant new shares upon warrant exercise, a reverse stock split of common stock, and a corresponding reverse split and value adjustment for Series C Preferred Stock.

• Board unanimously recommends voting in favor of all proposals, citing capital needs and regulatory compliance.

• Only shareholders of record as of August 5, 2024, are eligible to vote; multiple voting methods are available.

Voting matters and shareholder proposals

• Proposal 1: Approve issuance of up to 77,339,226 shares of common stock upon exercise of Series A and B warrants, exceeding 20% of current outstanding shares, to comply 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-25 to regain Nasdaq minimum bid price compliance.

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

• All proposals require a majority of votes cast by eligible shareholders; abstentions and broker non-votes have no effect.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board is responsible for soliciting proxies and implementing approved proposals.

• Mark Archer, CFO, is named as proxy and will vote shares as directed by shareholders.

• Board retains discretion on the exact reverse split ratio and timing, with authority expiring at the 2025 Annual Meeting if not exercised.