Current Report Filing (8-k)
November 04 2022 - 4:32PM
Edgar (US Regulatory)
0001566826
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0001566826
2022-10-31
2022-10-31
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 31, 2022
LogicMark, Inc.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-36616 |
|
46-0678374 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
|
2801 Diode Lane
Louisville, KY 40299 |
|
40299 |
| (Address of registrant’s principal executive office) |
|
(Zip code) |
Registrant’s telephone number, including
area code: (502) 442-7911
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b)
of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
| Common Stock, par value $0.0001 per share |
|
LGMK |
|
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of
Listing.
On October 31, 2022, LogicMark, Inc. (the “Company”)
received a written notification from the Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance
with Nasdaq Listing Rule 5550(a)(2), as the Company’s closing bid price for its common stock was below $1.00 per share for the prior
thirty (30) consecutive business days.
Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),
the Company has been granted a 180-calendar day compliance period, or until May 1, 2023, to regain compliance with the minimum bid price
requirement. During the compliance period, the Company’s shares of common stock will continue to be listed and traded on the Nasdaq
Capital Market. To regain compliance, the closing bid price of the Company’s shares of common stock must meet or exceed $1.00 per
share for at least ten (10) consecutive business days during the 180-calendar day compliance period. Management continues to believe that
adherence to its current operating and business plan will enable the Company to regain compliance.
If the Company is not in compliance by May 1,
2023, the Company may be afforded a second 180-calendar day compliance period. To qualify for this additional time, the Company will be
required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for
Nasdaq with the exception of the minimum bid price requirement.
If the Company does not regain compliance within
the allotted compliance period(s), including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s
shares of common stock will be subject to delisting and may potentially be traded on the over-the-counter market thereafter.
Item
5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As previously disclosed in the Current Report
on Form 8-K filed by the Company with the U.S. Securities and Exchange Commission on June 17, 2021, the Company entered into an employment
agreement dated as of June 8, 2021 with Chia-Lin Simmons (the “Prior Agreement”). The Prior Agreement provided for Ms. Simmons
to serve as the Company’s Chief Executive Officer through and until June 14, 2022, such term to automatically renew for an additional
year if Ms. Simmons achieved the objectives set forth in the Prior Agreement.
On November 2, 2022, the Company executed and
entered into a new executive employment agreement (the “Employment Agreement”) with Ms. Simmons, effective as of June 14,
2022. The term of the Employment Agreement commenced on June 14, 2022 and continues through and until August 31, 2025 (the “Term”),
unless terminated on an earlier date pursuant to the terms set forth in the Employment Agreement.
Pursuant to the Employment Agreement, Ms. Simmons
will receive an annual base salary of $500,000 and will be eligible to receive an annual bonus (the “Annual Bonus”). The Annual
Bonus will have a maximum amount of 100% of Ms. Simmons’s base salary and is contingent upon Ms. Simmons meeting certain annual
goals (the “Annual Bonus Goals”) as approved by the Company’s Board of Directors (the “Board”). Following
the close of each fiscal year, the Compensation Committee of the Board shall determine the amount of Ms. Simmons’ Annual Bonus within
the guidance set forth in the Annual Bonus Goals.
The Employment Agreement also provides that subject
to the approval of the Board, Ms. Simmons shall be issued grants of restricted shares of the Company’s common stock (“Restricted
Shares”) from time to time during the Term so that the aggregate number of Restricted Shares held of record by Ms. Simmons at all
times during the Term equals six percent (6%) of the Company’s aggregate issued and outstanding stock as of the applicable date
of grant.
The Employment Agreement contains standard terms
relating to termination of employment for cause, good reason, as well as standard provisions relating to Ms. Simmons’ rights receive
unpaid salary through the date of termination and accrued but unused vacation time in accordance with Company policy and all other payment
and benefits to which Ms. Simmons shall be entitled to under the terms of the Employment Agreement.
The foregoing description of the Employment Agreement
is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, which is attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 4, 2022 |
LogicMark, Inc. |
| |
|
|
| |
By: |
/s/ Mark Archer |
| |
|
Name: Mark Archer
Title: Chief Financial Officer |
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