Amendments to Bylaws Form 8 K

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

As previously reported, on November 13, 2024, LogicMark, Inc. (the "Company") entered into settlement and release agreements (the "Settlement Agreements") with the current and former holders (the "Holders") of its Series B common stock purchase warrants (the "Warrants") exercisable for up to an aggregate of 9,670,000 shares of common stock, par value $0.0001 per share, of the Company ("Common Stock").

In connection with the Settlement Agreements, on November 13, 2024, the Company filed with the Secretary of State of the State of Nevada (the "Nevada Secretary of State"): (i) a Certificate of Designation of Preferences, Rights and Limitations of Series H Convertible Non-Voting Preferred Stock (the "Series H Certificate of Designation") to designate 1,000 shares of the Company's authorized and unissued preferred stock as Series H Convertible Non-Voting Preferred Stock, $0.0001 par value per share (the "Series H Preferred Stock"); and (ii) a Certificate of Designation of Preferences, Rights and Limitations of Series I Non-Convertible Voting Preferred Stock (the "Series I Certificate of Designation," and together with the Series H Certificate of Designation, the "Certificates of Designation") to designate 1,000 shares of the Company's authorized and unissued preferred stock as Series I Non-Convertible Voting Preferred Stock, $0.0001 par value per share (the "Series I Preferred Stock", and together with the Series H Preferred Stock, the "Preferred Stock"). Each Certificate of Designation became effective upon its filing with the Nevada Secretary of State and establishes the rights, preferences, privileges, qualifications, restrictions, and limitations relating to the applicable Preferred Stock as summarized below.

Pursuant to the Settlement Agreements, on November 14, 2024, the Company issued to the Holders an aggregate of (i) 1,000 shares of Series H Preferred Stock and (ii) 1,000 shares of Series I Preferred Stock.

Terms of the Series H Preferred Stock

Stated Value. Each share of Series H Preferred Stock has a stated value of $1,000.

Voting. Holders of the shares of Series H Preferred Stock are not entitled to vote on matters on which the holders of shares of Common Stock are entitled to vote until and unless such holder has converted such shares of Series H Preferred Stock into Conversion Shares. Notwithstanding the foregoing, so long as any shares of Series H Preferred Stock are outstanding, the Company cannot, without the affirmative vote of the holders of a majority of the then-outstanding shares of Series H Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series H Preferred Stock or alter or amend the Series H Certificate of Designation, (b) amend the Articles of Incorporation or any other charter documents of the Company in any manner that adversely affects any rights of the Holders or (c) enter into any agreement with respect to any of the foregoing.

Ranking. The Series H Preferred Stock, with respect to the preferences as to dividends, distributions and payments upon the liquidation, dissolution and winding up of the Company, are junior in rank only to the Company's Series F Convertible Preferred Stock, $0.0001 par value per share, the Series C Non-Convertible Voting Preferred Stock, $0.0001 par value per share, and any capital stock a majority of holders of the Series H Preferred Stock consent to the creation of.

Conversion. At any time from and after the first date of issuance of any Series H Preferred Stock (the "Initial Issuance Date"), a holder of Series H Preferred Stock may convert all, or any part, of the outstanding Series H Preferred Stock, at any time at such holder's option, into Conversion Shares at an initial conversion price of $0.4654, which is subject to proportional adjustment upon the occurrence of any stock split, stock dividend, stock combination and/or similar transactions. Subject to the rules and regulations of the Nasdaq Capital Market, the Company has the right to, at any time, with the written consent of a majority of the holders of outstanding Series H Preferred Stock, lower the conversion price to any amount. In addition, the conversion price of the Series H Preferred Stock will reset on the fifth trading day following the effective date of the Company's next reverse stock split of its outstanding Common Stock to the greater of (i) the lowest volume weighted average price of the Common Stock on the Nasdaq Stock Market LLC during the five trading days immediately preceding the reset date and (ii) a floor price of $0.1785. The shares of Series H Preferred Stock are initially convertible into approximately 2,148,689 shares of Common Stock.

Each holder of Series H Preferred Stock is prohibited from converting their shares of Series H Preferred Stock if, after giving effect to the issuance of such Conversion Shares, such holder together with its affiliates would beneficially own more than 4.99% of the outstanding Common Stock (the "Beneficial Ownership Limitation"). A holder of Series H Preferred Stock may increase such Beneficial Ownership Limitation to 9.99% upon notice to the Company.

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