LogicMark (LGMK) reincorporates from Delaware to Nevada, effective June 1, 2023

LogicMark, Inc.

Reincorporation completed June 1, 2023; LogicMark merged from Delaware into Nevada, Nevada surviving.
Each share of common stock automatically converted into one share of Nevada common; ticker LGMK unchanged on Nasdaq.
Directors and executive officers remain the same; updated indemnification agreements to be entered under Nevada law.
Stockholder rights modified due to change from DGCL to NRS; detailed comparison in proxy statement filed Jan 31, 2023.

item 1.01 item 2.03 item 3.03 item 5.02 item 5.03 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

LogicMark, Inc. entered into Agreement and Plan of Merger with LogicMark, Inc. (Delaware) and LogicMark, Inc. (Nevada) valued at Reincorporation merger of Delaware corporation into Nevada subsidiary (effective 2023-06-01).

Action: entry
Agreement: merger
Counterparty: LogicMark, Inc. (Delaware) and LogicMark, Inc. (Nevada)
Value: Reincorporation merger of Delaware corporation into Nevada subsidiary
Effective: 2023-06-01

Exact text from the filing

On June 1, 2023 (the “ Effective Time ”), LogicMark, Inc., a Delaware corporation (the “ Predecessor Registrant ”), merged with and into its wholly-owned subsidiary, LogicMark, Inc., a Nevada corporation (the “ Registrant ”), pursuant to an agreement and plan of merger, dated as of June 1, 2023 (the “ Agreement ”), between the Predecessor Registrant and the Registrant, with the Registrant as the surviving corporation (such transaction, the “ Reincorporation ”).

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LogicMark, Inc. filing history →

Source: SEC EDGAR

accession 0001213900-23-045830

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