SEC Filing - LogicMark

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SEC FORM 5 SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10

1. Name and Address of Reporting Person^*

Torres Erica Monique

(Last)

(First)

(Middle)

2801 DIODE LANE

(Street)

LOUSIVILLE

40299

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
LogicMark, Inc. [ LGMK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
	Officer (give title below)	Other (specify below)
VP, Corporate Controller

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options to Purchase	$1,125⁽¹⁾			3⁽²⁾			⁽³⁾	02/23/2033	Common Stock	4⁽¹⁾		4⁽¹⁾	D
Options to Purchase	$1,125⁽¹⁾			3⁽²⁾			⁽⁴⁾	10/01/2033	Common Stock	4⁽¹⁾		4⁽¹⁾	D
Options to Purchase	$1,125⁽¹⁾	12/31/2025		4D⁽⁵⁾		4⁽¹⁾⁽⁵⁾	⁽³⁾	02/23/2033	Common Stock	4⁽¹⁾	$0	0	D
Options to Purchase	$1,125⁽¹⁾	12/31/2025		4D⁽⁵⁾		4⁽¹⁾⁽⁵⁾	⁽⁴⁾	10/01/2033	Common Stock	4⁽¹⁾	$0	0	D
Options to Purchase	$1.2⁽¹⁾	11/03/2025		4A⁽⁵⁾	3,150⁽¹⁾⁽⁵⁾		⁽⁶⁾	02/23/2033	Common Stock	3,150⁽¹⁾	$0⁽⁵⁾⁽⁷⁾	3,150⁽¹⁾	D
Options to Purchase	$1.2⁽¹⁾	11/03/2025		4A⁽⁵⁾	3,150⁽¹⁾⁽⁵⁾		⁽⁸⁾	10/01/2033	Common Stock	3,150⁽¹⁾	$0⁽⁵⁾⁽⁷⁾	3,150⁽¹⁾	D

Explanation of Responses:

1. On October 24, 2025, the issuer effected a 1-for-750 reverse stock split (the "Reverse Stock Split") of the issuer's outstanding shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock and prices reported on this Form 5 have been adjusted to reflect the Reverse Stock Split.

2. The reporting person owned the stock options on September 1, 2025, the date on which the reporting person became an officer of the issuer.

3. The options were subject to vesting commencing on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

4. The options were subject to vesting commencing on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares having vested or to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

5. On November 3, 2025, the stock options held by the reporting person were canceled by the issuer and new stock options were issued to the reporting person in exchange.

6. The options are subject to vesting which commenced on February 24, 2023, with 1/4 of such shares having vested on February 24, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

7. The stock options were received as compensation for the reporting person's services as the issuer's Vice President, Corporate Controller.

8. The options are subject to vesting which commenced on October 2, 2023, with 1/4 of such shares having vested on October 2, 2024, and thereafter, 1/16 of such shares to vest on the first day of each subsequent three-month period until the entire award has vested, so long as the reporting person remains in the service of the issuer for each such quarter.

	/s/ Erica Monique Torres	03/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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