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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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LogicMark, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
(CUSIP Number) |
Thomas Poletti, Esq. Manatt, Phelps & Phillips, LLP, 695 Town Center Drive Costa Mesa, CA, 92626 (714) 371-2501 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/13/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Chia-Lin Simmons | ||||||||
| 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)
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
0.00 | ||||||||
| 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)
0.0 % | ||||||||
| 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 Amendment No. 1 to Statement on Schedule 13D (this "Amendment No. 1") amends and supplements the Schedule 13D filed by the Reporting Person with the U.S. Securities and Exchange Commission ("SEC") on August 3, 2026. Except as otherwise set forth herein, this Amendment No. 1 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used but not defined in this Amendment No. 1 shall have the meanings ascribed to such terms in the Schedule 13D.
The purpose of this Amendment No. 1 is to update the disclosure of the Schedule 13D, including the beneficial ownership information on the cover pages and in Items 3, 4, 5 and 6 of the Schedule 13D, and to indicate that the Reporting Person has ceased to be the beneficial owner of more than five percent of the shares of the outstanding common stock, par value $0.0001 per share (the "Common Stock") of LogicMark, Inc. (the "Issuer"). This Amendment No. 1 constitutes an exit filing for the Reporting Person. | ||
| Item 2. | Identity and Background | |
| (a) | Chia-Lin Simmons (the "Reporting Person"). | |
| (b) | 2801 Diode Lane, Louisville, Kentucky 40299. | |
| (c) | Chief Executive Officer, President and a director of the Issuer. | |
| (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 and as a result of such proceeding 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 Reporting Person beneficially owns 0 shares of Common Stock.
As described in Item 4 of this Amendment No. 1, on July 31, 2026, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of July 31, 2026, with Langham Project, LLC, a Nevada limited liability company ("Parent"), and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent (the "Merger").
Pursuant to the Merger Agreement, among other things, at the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to such time was cancelled and automatically converted into the right to receive cash merger consideration as set forth in the Merger Agreement. Reference is made to the Current Report on Form 8-Ks filed by the Issuer with the SEC on August 3, 2026 and October 13, 2026, each of which further describe the Merger. The Merger closed on October 13, 2026. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Person is the President, Chief Executive Officer and a director of the Issuer. See also the comment to Item 1 of this Amendment No. 1 and response to Item 3 of this Amendment No. 1.
The Issuer entered into the Merger Agreement, dated as of July 31, 2026, with the Parent, and Merger Sub, pursuant to which Merger Sub merged with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of Parent.
Pursuant to the Merger Agreement, among other things, at the effective time of the Merger, each share of Common Stock issued and outstanding immediately prior to such time was cancelled and automatically converted into the right to receive cash merger consideration as set forth in the Merger Agreement. Reference is made to the Current Report on Form 8-Ks filed by the Issuer with the SEC on August 3, 2026 and October 13, 2026, each of which further describe the Merger. The Merger closed on October 13, 2026. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to rows 11 and 13 on the cover page of this Amendment No. 1. | |
| (b) | See responses to rows 7, 8, 9 and 10 on the cover page of this Amendment No. 1. | |
| (c) | In connection with the consummation of the Merger, each share of the Issuer's Common Stock held by the Reporting Person was converted into the right to receive an amount in cash equal to $1.31. | |
| (d) | No person other than the Reporting Person is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Common Stock beneficially owned by the Reporting Person. | |
| (e) | On October 13, 2026, the Reporting Person ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
See the responses to Item 4 of this Amendment No. 1 with respect to the transactions contemplated by the Merger Agreement, pursuant to which shares of Common Stock held by the Reporting Person were cancelled and converted into the right to receive merger consideration upon consummation of the transactions contemplated thereby.
Except as set forth in this Amendment No. 1 or the Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Person and any other person with respect to any securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Except as described above, the information contained in "Item 7. Material to be filed as Exhibits." of the Schedule 13D is not being amended by this Amendment No. 1. | ||
| 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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