LogicMark, Inc.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 2.01.

At the Effective Time:

each issued and outstanding share of common stock, par value $0.0001 per share, of Merger Sub was converted into one validly issued, fully paid and nonassessable share of common stock of the surviving corporation;

Stockholders who properly exercised and did not withdraw or otherwise lose their dissenters’ rights under the Nevada Revised Statutes are entitled to receive the fair value of their shares as determined in accordance with applicable Nevada law in lieu of the Per Share Merger Consideration.

Following the Effective Time, the Company became a wholly owned subsidiary of Parent and the separate corporate existence of Merger Sub ceased.

As a result of the Merger, at the Effective Time, a change in control of the Company occurred, and the Company became a wholly owned subsidiary of Parent. Pursuant to the Merger Agreement, at the Effective Time, each outstanding share of the Company’s Common Stock (other than certain excluded shares and shares held by stockholders who properly exercised and did not withdraw or otherwise lose their dissenters’ rights under Nevada law) was converted into the right to receive the Per Share Merger Consideration.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Ms. Gutierrez was also the audit committee chair and a member of the corporate governance and nomination committee. Ms. Schneider was a member of the compensation committee and the corporate governance and nomination committee. Mr. Curtis was also the compensation committee chair and a member of the audit committee and the corporate governance and nomination committee. Mr. Pettitt was also the corporate governance and nomination committee chair and a member of the audit committee and the compensation committee.

On October 8, 2026, the Board approved the termination of the LogicMark, Inc. 2017 Stock Incentive Plan and the LogicMark, Inc. 2023 Stock Incentive Plan. At the Effective Time, all rights under any other plan, program or arrangement providing for the issuance or grant of any other interest with respect to the capital stock of the Company, whether vested or unvested, became fully vested, and were cancelled and converted into the right to receive the applicable merger consideration payable in respect thereof pursuant to, and subject to the terms and conditions of, the Merger Agreement.

A copy of the Articles of Merger is filed as Exhibits 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Withdrawal of Designation of Series G Non-Convertible Preferred Stock, Series C Non-Convertible Voting Preferred Stock, and Series J Convertible Preferred Stock

The foregoing description of the Withdrawals of Designation is qualified in its entirety by reference to the full text of the Withdrawals of Designation, copies of which are filed as Exhibit 3.2, 3.3 and 3.4 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.