UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): March 2, 2022 (
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (
Nxt-ID, Inc.
(Former Name or Former Address, if Changed Since Last Report)
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)) |
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name
of each exchange on which registered | ||
| The
|
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
Effective as of February 28, 2022, LogicMark, Inc. (formerly known as Nxt-ID, Inc.) (the “Company”) changed its name to “LogicMark, Inc.” (the “Name Change”) pursuant to a certificate of amendment to its certificate of incorporation, as previously amended (the “Certificate of Amendment”), filed with the Secretary of State of the State of Delaware on February 28, 2022. Pursuant to Section 242(b)(1) of the General Corporation Law of the State of Delaware, the Name Change did not require approval of the Company’s stockholders and will not affect the rights of the Company’s security holders.
The foregoing description of the Certificate of Amendment is not complete and is subject to and qualified in its entirety by reference to the Certificate of Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
On March 1, 2022, the Company issued a press release announcing the Name Change and that its ticker symbol on the Nasdaq Stock Market LLC would change from “NXTD” to “LGMK.” Trading under the new ticker symbol began on March 2, 2022.
The press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information in such exhibit shall not be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 3.1 | Certificate of Amendment of Certificate of Incorporation of the Company, dated February 28, 2022. | |
| 99.1 | Press release, dated March 1, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: March 2, 2022 | LogicMark, Inc. | |
| By: | /s/ Chia-Lin Simmons | |
| Name: | Chia-Lin Simmons | |
| Title: | Chief Executive Officer | |
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Exhibit 3.1
State of Delaware Secretary of State Division of Corporations Delivered 04:05 PM 02/28/2022 FILED 04:05 PM 02/28/2022 SR 20220787321 - File Number 5106921 |
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
NXT-ID, INC.
Pursuant to Section 242 of the General Corporation Law of the State of Delaware
Nxt-ID, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify as follows:
FIRST: The name of the Corporation is Nxt-ID, Inc.
SECOND: This Certificate of Amendment (this “Certificate of Amendment”) amends the provisions of the Corporation’s Certificate of Incorporation, as amended to date (the “Certificate of Incorporation”), last amended by the certificate of amendment to the Certificate of Incorporation filed with the Secretary of State of the State of Delaware on October 15, 2021.
THIRD: Article First of the Certificate of Incorporation is stricken in its entirely and is hereby amended and restated to read as follows:
“The name of the Corporation is LogicMark, Inc.”
FOURTH: This Certificate of Amendment and the change of name of the Corporation contemplated herein shall become effective at 5:00 P.M., Eastern Time, on February 28, 2022.
All other provisions of the Certificate of Incorporation shall remain in full force and effect.
This Certificate of Amendment has been duly adopted and approved in accordance with the provisions of Section 242 of the DGCL by the directors of the Corporation.
[Signature page follows]
2
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 28th day of February, 2022.
| NXT-ID, INC. | ||
| By: | /s/ Chia-Lin Simmons | |
| Name: | Chia-Lin Simmons | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
NXT-ID CHANGES NAME AND SYMBOL TO LOGICMARK
The move reflects the company’s new focus on the care economy platform and technology
Louisville, Ky., Mar. 1, 2022 – NXT-ID, Inc. announced today a name change to LogicMark, Inc. LogicMark was a company acquired by NXT-ID in 2016 and brought with it innovations in the personal emergency response systems (PERS) space. Shares will begin trading under the symbol LGMK on the Nasdaq Stock Market on March 2, 2022.
The name change emphasizes the company’s commitment to modernizing remote monitoring to help people stay safe and live independently longer. The PERS market is expected to grow 7.5% by 2025 according to a recent study. One in five Americans is expected to be over the age of 65 by 2030, according to the United States Census bureau. By 2060 the aging population is expected to more than double.
“Care technology has always been at the heart of this company and is the future of developing our Caring-Platform-as-a-Service (CPaaS),” said Chia-Lin Simmons, CEO of LogicMark. “It represents an entirely new ecosystem. We see this as the perfect time to reflect this change in our name.”
The company’s name change follows several major achievements. In 2021, LogicMark (then NXT-ID) hired Chia-Lin Simmons (former Google, Audible/Amazon executive) as the company’s new CEO. Additionally, the company announced capital raises totaling $16.4 million in the same year. Several high-level executives have joined the company recently, including financial consultant Mark Archer (former CEO, SmartBee Controllers) as CFO, IoT and AI specialist Rafael Saavedra (former CTO, Drive Time Metrics) as VP of Engineering, and Sherice Torres (former CMO, Novi at Meta Company) as a new board member.
To date, LogicMark has supplied more than half a million PERS devices to seniors, veterans and loved ones–providing them with the confidence to live confidently and independently at home for as long as possible. The company provides these devices to U.S. veterans at no charge through the Veterans Health Administration Medical Centers and outpatient clinics. The U.S. government awarded LogicMark a GSA contract in July 2021, enabling the company to partner with federal, state and local governments to widen the distribution of its products.
About LogicMark
LogicMark, Inc. (formerly NXT-ID) provides personal emergency response systems (PERS), health communications devices and IoT technologies to create a connected care platform. The company’s devices give people the ability to receive care at home and confidence to age in place. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly into its medical alert pendant and providing this life-saving technology at a price point that everyday consumers could afford. LogicMark’s PERS technologies are sold through the United States Veterans Health Administration and dealers/distributors. The company was recently awarded a contract by the U.S. General Services Administration that enables the company to distribute its products to federal, state and local governments. For more information, visit LogicMark.com.
Cautionary Statement Regarding Forward Looking Statements
Statements contained herein that are not based upon current or historical fact are forward-looking in nature and constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements reflect LogicMark’s expectations about its future operating results, performance and opportunities that involve substantial risks and uncertainties. These statements include but are not limited to statements regarding LogicMark’s successful execution of its business strategy. When used herein, the words “anticipate,” “believe,” “estimate,” “upcoming,” “plan,” “target,” “intend” and “expect” and similar expressions, as they relate to LogicMark or its management, are intended to identify such forward-looking statements. These forward-looking statements are based on information currently available to LogicMark and are subject to a number of risks, uncertainties, and other factors that could cause LogicMark’s actual results, performance, prospects, and opportunities to differ materially from those expressed in, or implied by, these forward-looking statements.
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