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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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LogicMark, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Kirtan S. Patel 15257 Amberly Dr, Ste 172 Tampa, FL, 33647 8137085845 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/31/2025 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Patel Kirtan Sanjaykumar | ||||||||
| 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)
PF, OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
50,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
LogicMark, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2801 DIODE LANE, LOUISVILLE,
KENTUCKY
, 40299. | |
Item 1 Comment:
This Schedule 13D constitutes a late filing due to the Reporting Person's inadvertent failure to aggregate, for purposes of Section 13(d), shares held in separate accounts over which he has voting and investment power. The shares were acquired in open-market purchases on various dates. | ||
| Item 2. | Identity and Background | |
| (a) | Kirtan Sanjaykumar Patel (the "Reporting Person") | |
| (b) | 15257 Amberly Dr, Ste 172, Tampa, FL 33647 | |
| (c) | Private Investor | |
| (d) | The Reporting Person, during the last five years, has not been convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) | The Reporting Person, during the last five years, was not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which he was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (f) | United States | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
The 50,000 shares reported herein were acquired in open-market purchases for an aggregate purchase price of approximately $175,706. The 15,000 shares held directly by the Reporting Person were purchased with his personal funds; the 15,000 shares held in the Roth 401(k) account were purchased with funds of that account; and the 20,000 shares held by the limited liability company were purchased with funds of the limited liability company, which is wholly owned by a charitable remainder unitrust. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person acquired the shares for investment purposes. In connection with the proposed merger of Langham Merger Sub, Inc. with and into the Issuer pursuant to the Agreement and Plan of Merger dated as of July 31, 2026, by and among the Issuer, Langham Project, LLC and Langham Merger Sub, Inc. (the "Merger"), the Reporting Person has sent to the Issuer written notices of intent to demand payment for the shares pursuant to Nevada Revised Statutes 92A.300 to 92A.500, and has voted against the Merger. The Reporting Person may communicate with the Issuer, its directors and officers, Langham Project, LLC, or other stockholders regarding the Merger and the consideration payable therein. Except as set forth herein, the Reporting Person has no present plans or proposals that relate to or would result in any of the matters described in paragraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Person may review his investment and change his intentions at any time, subject to applicable law. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See rows 11 and 13 of the cover page. The 50,000 shares consist of 15,000 shares held directly by the Reporting Person; 15,000 shares held in a Roth 401(k) account for the benefit of the Reporting Person; and 20,000 shares held by a limited liability company of which the Reporting Person is manager and which is wholly owned by a charitable remainder unitrust of which the Reporting Person is trustee. The Reporting Person disclaims beneficial ownership of the shares held by the limited liability company except to the extent of his pecuniary interest therein. | |
| (b) | See rows 7 through 10 of the cover page. | |
| (c) | On September 29, 2026, the Reporting Person sold an aggregate of 1,080 shares of Common Stock (including 320 shares held in a retirement account for his benefit) in open-market transactions on the OTC market at prices ranging from $1.03 to $1.04 per share. Except as set forth herein, no transactions in the Common Stock were effected by the Reporting Person during the past 60 days. | |
| (d) | The limited liability company referred to in Item 5(a) (and, through it, the charitable remainder unitrust) has the right to receive dividends from, and the proceeds from the sale of, the 20,000 shares held by it. The Roth 401(k) account referred to in Item 5(a) has the right to receive dividends from, and the proceeds from the sale of, the 15,000 shares held in it for the benefit of the Reporting Person. No such interest relates to more than 5% of the Common Stock. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
None. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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