SCHEDULE: LogicMark CEO Discloses 8.3% Stake Amid Merger Approval

LogicMark CEO Chia-Lin Simmons has disclosed beneficial ownership of 74,965 shares (8.3%) in the company, coinciding with the approval of a merger agreement with Langham Project, LLC.

Summary

• Chia-Lin Simmons, CEO, President, and a director of LogicMark, Inc., has filed a Schedule 13D disclosing beneficial ownership of 74,965 shares of common stock, representing 8.3% of the outstanding shares.
• The filing is a late submission due to administrative error, with initial share acquisition occurring on November 3, 2025, as restricted stock awards for services rendered.
• Simmons, as CEO and a director, participated in and approved the Agreement and Plan of Merger with Langham Project, LLC and Langham Merger Sub, Inc.
• The merger agreement, dated July 31, 2026, will result in each outstanding share of LogicMark common stock being converted into cash consideration.
• Simmons intends to vote her shares in favor of the merger and recommends that shareholders do the same.
• The filing also notes that Simmons may, from time to time, acquire or dispose of shares, and reserves the right to encourage or cause extraordinary corporate transactions, changes to the board, capitalization, or organizational documents, subject to applicable restrictions.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, primarily due to the impending merger which offers a cash payout to shareholders, but the late filing and lack of new strategic initiatives temper the overall sentiment.

Positives

• The impending merger offers shareholders a cash payout for their shares.
• The CEO, Chia-Lin Simmons, holds a significant stake (8.3%) and is actively supporting the merger, intending to vote her shares in favor.
• Simmons' employment agreement ensures she will hold at least 6% of the Issuer's outstanding shares, aligning her interests with the company's.

Negatives

• The Schedule 13D filing is late due to an inadvertent administrative error.
• The merger will result in the termination of the registration and quotation of LogicMark's common stock.

Risks

• The ultimate number of shares Simmons may acquire or dispose of is not currently ascertainable, introducing potential market volatility.
• The CEO reserves the right to encourage or cause various corporate actions, including public or private offerings, asset sales, or changes to the board, which could impact the company's direction and shareholder value prior to or outside of the merger.

Future Outlook

The primary future event discussed is the consummation of the merger with Langham Project, LLC, which will result in the cancellation of common stock and conversion into cash consideration. The filing also notes that the Reporting Person may continue to acquire or dispose of shares and reserves the right to influence future corporate actions.

Management Comments

• The beneficial ownership percentage set forth in this Statement on Schedule 13D (this "Schedule 13D") is based on 899,759 shares of common stock, par value $0.0001 per share (the "Common Stock"), issued and outstanding as of August 3, 2026, as verified with the issuer.
• This Schedule 13D constitutes a late filing due to inadvertent administrative error.
• The Reporting Person, in her capacity as the President and Chief Executive Officer and a member of the board of directors of the Issuer (the "Board"), participated in the approval of the Merger Agreement and, together with the other members of the Board, has approved and intends to recommend that the Issuer's shareholders vote "FOR" the proposal to approve and adopt the Merger Agreement, the Merger and the other transactions contemplated thereby.
• The Reporting Person also intends to vote, or direct the vote of, all of her shares of Common Stock in favor of the approval and adoption of the Merger Agreement, the Merger and such other transactions.
• The Reporting Person intends to continue to conduct a detailed review of the Issuer's business, operations, capitalization and management on an ongoing basis and consider and determine what, if any, changes would be necessary, appropriate and desirable in light of the circumstances which then exist.

Industry Context

StockSavvy.ai notes that Schedule 13D filings are typically made by significant shareholders to disclose their holdings and intentions. In this case, the filing by the CEO highlights her substantial stake and her role in a significant corporate event like a merger, which is a common strategic move in the technology and healthcare sectors where LogicMark operates, often aimed at providing liquidity or strategic realignment.

Stakeholder Impact

• Shareholders: Will receive cash consideration for their shares upon completion of the merger, leading to liquidity but also the delisting of the stock.
• Employees: The merger may lead to changes in employment status or roles depending on the integration plans of the acquiring entity.
• Management: The CEO's role and compensation are subject to the terms of the new employment agreement and the merger outcome.

Next Steps

• Shareholder vote on the approval and adoption of the Merger Agreement, the Merger, and related transactions.
• Consummation of the Merger between LogicMark, Inc. and Langham Merger Sub, Inc.
• Potential future actions by the Reporting Person to acquire or dispose of shares, or to encourage other corporate transactions, subject to restrictions.

Key Dates

Recommendation

The filing indicates a pending merger that will result in a cash payout for shareholders, which is generally a positive event. However, the late filing and the CEO's retained ability to influence future corporate actions introduce some uncertainty. For existing shareholders, holding until the merger closes seems prudent to realize the cash consideration. New investors might consider the terms of the merger and the future plans of the acquiring entity.

Keywords

LogicMark, Schedule 13D, Merger Agreement, Chia-Lin Simmons, Beneficial Ownership, CEO, Director, Stock Incentive Plans