SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)*
LogicMark, Inc.
(Name of Issuer)
Common Stock, $0.0001 par value per share
(Title of Class of Securities)
67091J6021
(CUSIP Number)
The Winvest Investment Fund Management Corp.
Skyline Tower 10900 NE 4th St, Floor 23
Bellevue, WA 98004
Attention: Jourdan Matthews
Telephone: (425) 331-9885
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 22, 2024
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box ¨.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
1 This CUSIP Number is effective following a 1:25 reverse stock split of the Common Stock effected by the Issuer on November 18, 2024, as reported by the Issuer in a Form 8-K filed with the SEC on November 18, 2024.
CUSIP No. 67091J602
| 1. | Names of Reporting Person |
The Winvest Investment Fund Management Corp.
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | ¨ |
| (b) | ¨ |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
WC
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. SOLE VOTING POWER | 02 |
| 8. SHARED VOTING POWER | 02 | |
| 9. SOLE DISPOSITIVE POWER | 02 | |
| 10. SHARED DISPOSITIVE POWER | 02 |
| 11. | Aggregate Amount Beneficially Owned by Such Reporting Person |
02
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
0.0%2
| 14. | Type of Reporting Person (See Instructions) |
CO
2 This information is given as of the end of business on November 22, 2024, being the Event Date of this Amendment No. 4 to Schedule 13D, and remains accurate as of the end of business on December 3, 2024, being the filing date of this Amendment No. 4 to Schedule 13D.
| Page 2 of 6 Pages |
CUSIP No. 67091J602
| 1. | Names of Reporting Person |
Mr. Jourdan Matthews
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) |
| (a) | ¨ |
| (b) | ¨ |
| 3. | SEC Use Only |
| 4. | Source of Funds (See Instructions) |
AF
| 5. | Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) |
¨
| 6. | Citizenship or Place of Organization |
United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH: |
7. SOLE VOTING POWER | 02 |
| 8. SHARED VOTING POWER | 02 | |
| 9. SOLE DISPOSITIVE POWER | 02 | |
| 10. SHARED DISPOSITIVE POWER | 02 |
| 11. | Aggregate Amount Beneficially Owned by Such Reporting Person |
02
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
| 13. | Percent of Class Represented by Amount in Row (11) |
0.0%2
| 14. | Type of Reporting Person (See Instructions) |
IN
| Page 3 of 6 Pages |
EXPLANATORY NOTE
This Amendment No. 4 to Schedule 13D (this “Amendment No. 4” or this “Statement”) is being filed with respect to the beneficial ownership of Common Stock, par value $0.0001 per share (the “Common Stock”), of LogicMark, Inc. (the “Issuer”). This Amendment No. 4 amends and restates in its entirety Item 5 of the Schedule 13D originally filed on October 18, 2024, as amended by Amendment No. 1 thereto filed on October 29, 2024, Amendment No. 2 thereto filed on October 30, 2024, and Amendment No. 3 thereto filed on November 12, 2024 (“Amendment No. 3”).
| ITEM 5. | Interest in Securities of the Issuer. |
(a) As of the end of business on each of November 22, 2024 (the Event Date of this Amendment No. 4) and December 3, 2024 (the filing date of this Amendment No. 4), the Reporting Persons did not own any shares of Common Stock.
(b) Not applicable.
(c) No transactions in the Common Stock have been effected by the Reporting Persons since the filing date of Amendment No. 3, except as set forth in the table below. These transactions occurred following a 1:25 reverse stock split of the Common Stock effected by the Issuer on November 18, 2024, as reported by the Issuer in a Form 8-K filed with the SEC on November 18, 2024.
| Reporting Person |
Trade Date | Type | Number of Shares |
Price Per Share |
| Winvest | 11/22/2024 | Open Market Sale | 484 | $1.7908 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7700 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7800 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7892 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7921 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8048 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8168 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7600 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7301 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7325 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7292 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7435 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7685 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7460 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8000 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7536 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.7990 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8063 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.7836 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.8212 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.7903 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.7910 |
| Page 4 of 6 Pages |
| Reporting Person |
Trade Date | Type | Number of Shares |
Price Per Share |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8001 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.7401 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.7711 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.8004 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.8046 |
| Winvest | 11/22/2024 | Open Market Sale | 5,000 | $1.8106 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8469 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8180 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8500 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8101 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8234 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8532 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8650 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8755 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8971 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8901 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9036 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9242 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9189 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9001 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8913 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9061 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8958 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8904 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8959 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9100 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9017 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9062 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9309 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9200 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.8801 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9302 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9501 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9859 |
| Winvest | 11/22/2024 | Open Market Sale | 2,500 | $1.9989 |
(d) Not applicable.
(e) On November 22, 2024, the Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock.
| Page 5 of 6 Pages |
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, the undersigned each certifies that the information with respect to it set forth in this Statement is true, complete and correct.
Dated: December 3, 2024
The Winvest Investment Fund Management Corp.
| By: | /s/ Jourdan Matthews |
Name: Jourdan Matthews
Title: President
| /s/ Jourdan Matthews |
Jourdan Matthews
| Page 6 of 6 Pages |