LogicMark, Inc. Sells $250K Series J Preferred; CEO & CFO Employment Deals

What Happened

• LogicMark, Inc. announced a private placement of 250,000 shares of newly created Series J Convertible Preferred Stock at $1.00 per share (total cash proceeds $250,000). The Purchase Agreement was signed July 28, 2026 and the offering closed July 30, 2026. The Company also filed the Certificate of Designation for the Series J on July 28, 2026.
• The Company entered employment agreements for its President/CEO Chia‑Lin Simmons (agreement executed July 27, 2026; employment term effective May 10, 2026 through August 31, 2028) and its CFO Mark Archer (agreement effective July 27, 2026 through August 31, 2028).

Key Details

• Series J conversion and economics:
  • 250,000 Series J shares sold at $1.00 each; each has a stated value of $1.28.
  • Convertible (at investor option) after October 30, 2026 into common stock at a conversion price equal to 50% of the lowest traded price during the 30 trading days before a conversion notice.
  • Initial beneficial ownership conversion cap of 4.99% (may be increased to 9.99% with 61 days’ notice).
  • Each Series J share carries 2 votes and votes with common stock; liquidation preference is the greater of stated value or conversion value.
  • One-time holder redemption right (or Company repurchase) for stated value on October 30, 2026; auto-conversion and make-whole protections apply in certain fundamental transactions.
  • Investor agreed to a Voting Agreement (vote in favor of board recommendations) and the Company agreed to file a resale registration statement for Conversion Shares within 90 days under a Registration Rights Agreement.
• CEO terms (Chia‑Lin Simmons):
  • Annual base salary $537,500; eligible for up to 100% of base as an annual bonus.
  • Company pays up to $30,000/year for education/coaching and $10,000/year for personal tax/financial planning.
  • Entitlement to hold Restricted Shares equal to 6% of the Company’s outstanding common at all times during the CEO term; single‑trigger acceleration on a Change in Control.
  • 18 months salary continuation, executive medical/COBRA coverage and prorated target bonus in certain termination scenarios; tax gross-up for Section 4999 excise tax.
• CFO terms (Mark Archer):
  • Annual base salary $572,000; discretionary bonus at CEO’s discretion.
  • Entitlement to Restricted Shares equal to 2% of outstanding common during the CFO term; single‑trigger acceleration on a Change in Control.
  • Other termination and benefit provisions substantially mirror the CEO agreement.

Why It Matters

• Financing and dilution: The $250,000 private placement gives LogicMark immediate cash but the Series J’s steep conversion discount (50% of the lowest traded price over a 30‑day lookback) and broad conversion mechanics mean substantial Conversion Shares could be issued if the investor converts, subject to the beneficial ownership limit. The Company must also register those Conversion Shares for resale within 90 days.
• Governance and control: Series J shares carry two votes each and the investor agreed to vote with the board on upcoming shareholder proposals, affecting near‑term shareholder voting dynamics.
• Executive retention and cost: New employment deals lock in the CEO and CFO through August 31, 2028 with significant equity retention (6% and 2%), salary and severance commitments, and Change‑in‑Control acceleration and tax protection provisions — all potentially material to shareholders given their effects on dilution and corporate expenses.