Corporate Finance

LogicMark Closes Series J Convertible Preferred Stock Placement

LogicMark reported the closing of a private placement of Series J Convertible Preferred Stock and disclosed conversion, voting, redemption and registration-rights terms.

By Carter Hayes · July 31, 2026

Preferred-stock placement closes

LogicMark disclosed that it closed a private placement of Series J Convertible Preferred Stock on July 30, 2026. The company entered into the related securities purchase agreement with an institutional investor on July 28, 2026.

The placement covered 250,000 Series J shares at a purchase price of $1.00 per share. LogicMark said the transaction was conducted as a private placement relying on the registration exemptions cited in its filing.

The company filed the certificate establishing the Series J shares with the Nevada secretary of state on July 28, 2026. The certificate sets out the class’s powers, preferences, rights and limitations.

Conversion, voting and redemption provisions

Each Series J share has a stated value of $1.28. The investor may convert the shares into LogicMark common stock after October 30, 2026, subject initially to a 4.99% beneficial-ownership limitation that may be increased to 9.99% with 61 days’ prior notice.

The conversion price is 50% of the lowest traded price during the 30 trading days immediately before the investor delivers a conversion notice. The shares do not pay dividends.

Each Series J share carries two votes and votes alongside common stock as a single class on shareholder actions. Under a voting agreement, the investor agreed to support board-recommended proposals at the company’s next shareholder meeting for Series J shares it owns on and after July 28, 2026.

Ranking, redemption and registration rights

For dividends, redemption and liquidation rights, the Series J shares rank ahead of LogicMark common stock and behind the company’s Series C non-convertible voting preferred stock. In a liquidation, dissolution or winding-up, holders are entitled to the greater of aggregate stated value or the amount they would receive if the shares had been fully converted into common stock.

On October 30, 2026, holders have a one-time right to require cash redemption at stated value. LogicMark may repurchase the shares at that amount before that date.

LogicMark also agreed to file a Securities Act registration statement covering resale of common shares issuable upon conversion within 90 days after the registration-rights agreement was executed. The filing describes this as an obligation to file a registration statement.

Executive employment agreements disclosed

LogicMark entered into an employment agreement with Chia-Lin Simmons, its president, chief executive officer and director, on July 27, 2026. Her employment term began May 10, 2026 and continues through August 31, 2028 unless ended earlier under the agreement.

Simmons is to receive an annual base salary of $537,500 and may receive an annual bonus of up to 100% of base salary, contingent on annual goals. The agreement requires restricted-stock grants intended to maintain ownership equal to 6% of issued and outstanding common stock as of each grant date during the term.

The company also entered into an employment agreement with Mark Archer, its chief financial officer, secretary and treasurer, on July 24, 2026, effective July 27, 2026. His term began July 5, 2026 and continues through August 31, 2028 unless ended earlier. Archer’s annual base salary is $572,000, and he may receive a discretionary annual bonus. His agreement requires restricted-stock grants intended to maintain ownership equal to 2% of issued and outstanding common stock as of each grant date during the term.