UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-36616

LogicMark, Inc.

(Exact name of registrant as specified in its charter)

Nevada		46-0678374
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

2801 Diode Lane

Louisville, KY 40299

(Address of principal executive offices) (Zip Code)

(502) 442-7911

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
-		-		-

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2025, there were 906,065 shares of common stock, par value $0.0001 per share, of the registrant issued and outstanding.

LogicMark, Inc.

Form 10-Q

Table of Contents

September 30, 2025

		Page
Part I	FINANCIAL INFORMATION	1

Item 1	Condensed Financial Statements (Unaudited);	1

	Condensed Balance Sheets - September 30, 2025 and December 31, 2024	1

	Condensed Statements of Operations - Three and Nine Months Ended September 30, 2025 and 2024	2

	Condensed Statements of Changes in Stockholders’ Equity - Three and Nine Months Ended September 30, 2025 and 2024	3

	Condensed Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024	5

	Notes to Condensed Financial Statements	6

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II.	OTHER INFORMATION	26

Item 1.	Legal Proceedings	26

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 3.	Defaults upon Senior Securities	26

Item 4.	Mine Safety Disclosures	26

Item 5.	Other Information	26

Item 6.	Exhibits	27

	Signatures	28

PART I. FINANCIAL INFORMATION

Item 1. Condensed Financial Statements (Unaudited)

LogicMark, Inc.

CONDENSED BALANCE SHEETS

(Unaudited)

	September 30,			December 31,
	2025			2024
Assets
Current Assets
Cash and cash equivalents	$	4,117,556		$	3,806,915
Investments		7,568,066			-
Accounts receivable, net		8,261			4,355
Inventory		1,049,133			1,048,963
Prepaid expenses and other current assets		778,593			476,672
Total Current Assets		13,521,609			5,336,905

Property and equipment, net		67,161			112,605
Right-of-use assets, net		336,622			48,641
Product development costs, net of amortization of $724,016 and $397,340, respectively		1,166,823			1,384,172
Software development costs, net of amortization of $953,029 and $428,803, respectively		2,532,568			2,019,090
Goodwill		3,143,662			3,143,662
Other intangible assets, net of amortization of $6,999,652 and $6,428,305, respectively		1,604,915			2,176,262
Total Assets	$	22,373,360		$	14,221,337

Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity

Current Liabilities
Accounts payable	$	657,755		$	750,336
Accrued expenses		1,248,937			1,053,301
Deferred revenue		501,573			225,195
Total Current Liabilities		2,408,265			2,028,832
Other long-term liabilities		323,429			-
Total Liabilities		2,731,694			2,028,832

Commitments and Contingencies (Note 9)

Series C Redeemable Preferred Stock
Series C redeemable preferred stock, par value $0.0001 per share: 2,000 shares designated; 1 share issued and outstanding as of September 30, 2025 and December 31, 2024, respectively, aggregate liquidation preference of $2,000,000 as of September 30, 2025 and December 31, 2024, respectively		1,807,300			1,807,300

Stockholders’ Equity
Preferred stock, par value $0.0001 per share: 80,000,000 shares authorized
Series F preferred stock, par value $0.0001 per share: 1,333,333 shares designated; 106,333 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively, aggregate liquidation preference of $319,000 as of September 30, 2025 and December 31, 2024, respectively		319,000			319,000
Series H preferred stock, par value $0.0001 per share: 1,000 shares designated; 0 shares issued and outstanding as of September 30, 2025 and 310 shares issued and outstanding as of December 31, 2024. Aggregate liquidation preference of $0 and $472,245 as of September 30, 2025 and December 31, 2024, respectively		-			472,245
Series I preferred stock, par value $0.0001 per share: 1,000 shares designated; 0 shares issued and outstanding as of September 30, 2025 and 310 shares issued and outstanding as of December 31, 2024		-			-
Common stock, par value $0.0001 per share: 800,000,000 shares authorized; 768,407 and 3,198 issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		77			-
Additional paid-in capital		132,549,088			118,758,596
Accumulated deficit		(115,033,799	)		(109,164,636	)
Total Stockholders’ Equity		17,834,366			10,385,205

Total Liabilities, Series C Redeemable Preferred Stock and Stockholders’ Equity	$	22,373,360		$	14,221,337

The accompanying notes are an integral part of these unaudited condensed financial statements.

LogicMark, Inc.

CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
Revenues	$	2,915,081		$	2,705,461		$	8,360,116		$	7,652,813
Costs of goods sold		996,015			903,834			2,868,522			2,529,018
Gross Profit		1,919,066			1,801,627			5,491,594			5,123,795

Operating Expenses
Direct operating cost		370,384			359,044			1,064,462			1,010,624
Advertising costs		71,427			114,795			292,412			402,229
Selling and marketing		852,298			599,306			2,072,646			1,792,337
Research and development		161,441			96,650			455,045			404,108
General and administrative		1,683,594			1,727,550			6,263,347			5,609,510
Other expense		11,331			101,013			75,366			254,770
Depreciation and amortization		504,955			402,821			1,498,426			1,126,346

Total Operating Expenses		3,655,430			3,401,179			11,721,704			10,599,924

Operating Loss		(1,736,364	)		(1,599,552	)		(6,230,110	)		(5,476,129	)

Other Income
Interest income		138,928			41,109			317,791			134,286
Other (expense) income		(28,069	)		39,638			43,156			39,638
Total Other Income		110,859			80,747			360,947			173,924

Loss Before Income Taxes		(1,625,505	)		(1,518,805	)		(5,869,163	)		(5,302,205	)
Income tax expense		-			-			-			-
Net Loss		(1,625,505	)		(1,518,805	)		(5,869,163	)		(5,302,205	)
Preferred stock dividends		(75,000	)		(75,000	)		(225,000	)		(225,000	)
Net Loss Attributable to Common Stockholders		(1,700,505	)		(1,593,805	)		(6,094,163	)		(5,527,205	)

Net Loss Attributable to Common Stockholders Per Share - Basic and Diluted	$	(2.21	)	$	(3,732.56	)	$	(11.98	)	$	(25,132.66	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted		768,407			427			508,555			220

The accompanying notes are an integral part of these unaudited condensed financial statements.

LogicMark, Inc.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

	Three Months Ended September 30, 2025
									Additional
	Preferred Stock				Common Stock				Paid-in			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance - July 1, 2025		106,333	$	319,000		768,407	$	77	$	132,485,312		$	(113,408,294	)	$	19,396,095

Stock-based compensation expense		-		-		-		-		138,776			-			138,776

Fees incurred in connection with equity offerings		-		-		-		-		-			-			-

Series C preferred stock dividends		-		-		-		-		(75,000	)		-			(75,000	)

Net loss		-		-		-		-		-			(1,625,505	)		(1,625,505	)

Balance - September 30, 2025		106,333	$	319,000		768,407	$	77	$	132,549,088		$	(115,033,799	)	$	17,834,366

	Nine Months Ended September 30, 2025
											Additional
	Preferred Stock						Common Stock				Paid-in			Accumulated
	Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance - January 1, 2025		106,953		$	791,245			3,198	$	-	$	118,758,596		$	(109,164,636	)	$	10,385,205

Stock-based compensation expense		-			-			-		-		956,279			-			956,279

Issuance of restricted stock		-			-			250		-		17,522			-			17,522

Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1		-			-			3,013		-		14,377,835			-			14,377,835

Fees incurred in connection with equity offerings		-			-			-		-		(1,830,459	)		-			(1,830,459	)

Warrants exercised for common stock		-			-			29,529		3		22,144			-			22,147

Warrants exercised for common stock on a cashless basis		-			-			732,202		74		(74	)		-			-

Conversion of Series H preferred stock for common stock		(310	)		(472,245	)		215		-		472,245			-			-

Redemption of Series I preferred stock		(310	)		-			-		-		-			-			-

Series C preferred stock dividends		-			-			-		-		(225,000	)		-			(225,000	)

Net loss		-			-			-		-		-			(5,869,163	)		(5,869,163	)

Balance - September 30, 2025		106,333		$	319,000			768,407	$	77	$	132,549,088		$	(115,033,799	)	$	17,834,366

	Three Months Ended September 30, 2024
										Additional
	Preferred Stock				Common Stock					Paid-in			Accumulated
	Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance - July 1, 2024		106,333	$	319,000		117		$	-	$	113,589,788		$	(103,944,291	)	$	9,964,497

Stock-based compensation expense		-		-		-			-		411,895			-			411,895

Cancellation of common stock		-		-		(1	)		-		-			-			-

Warrants exercised for common stock		-		-		439			-		8,220			-			8,220

Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1		-		-		78			-		4,492,198			-			4,492,198

Fees incurred in connection with equity offerings		-		-		-			-		(928,529	)		-			(928,529	)

Series C preferred stock dividends		-		-		-			-		(75,000	)		-			(75,000	)

Net loss		-		-		-			-		-			(1,518,805	)		(1,518,805	)

Balance - September 30, 2024		106,333	$	319,000		633		$	-	$	117,498,572		$	(105,463,096	)	$	12,354,476

	Nine Months Ended September 30, 2024
										Additional
	Preferred Stock				Common Stock					Paid-in			Accumulated
	Shares		Amount		Shares			Amount		Capital			Deficit			Total
Balance - January 1, 2024		106,333	$	319,000		115		$	-	$	112,947,107		$	(100,160,891	)	$	13,105,216

Stock-based compensation		-		-		-			-		1,235,207			-			1,235,207

Issuance of restricted stock		-		-		3			-		5,775			-			5,775

Common stock withheld to pay taxes		-		-		(1	)		-		(4,235	)		-			(4,235	)

Cancellation of common stock		-		-		(1	)		-		-			-			-

Warrants exercised for common stock		-		-		439			-		8,220			-			8,220

Sale of common stock, warrants and pre-funded warrants pursuant to a registration statement on Form S-1						78			-		4,492,198			-			4,492,198

Fees incurred in connection with equity offerings		-		-		-			-		(960,700	)		-			(960,700	)

Series C preferred stock dividends		-		-		-			-		(225,000	)		-			(225,000	)

Net loss		-		-		-			-		-			(5,302,205	)		(5,302,205	)

Balance - September 30, 2024		106,333	$	319,000		633		$	-	$	117,498,572		$	(105,463,096	)	$	12,354,476

The accompanying notes are an integral part of these unaudited condensed financial statements.

LogicMark, Inc.

CONDENSED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2025			2024
Cash Flows from Operating Activities
Net loss	$	(5,869,163	)	$	(5,302,205	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		76,176			85,590
Stock-based compensation		973,801			1,240,982
Amortization of intangible assets		571,347			571,347
Amortization of product development costs		326,676			221,207
Amortization of software development costs		524,226			248,203
Loss on disposal of fixed assets		1,443			1,654
Change in unrealized gain on investments		(44,009	)		-
Changes in operating assets and liabilities:
Accounts receivable		(3,906	)		(102,886	)
Inventory		(170	)		358,739
Prepaid expenses and other current assets		(262,976	)		(26,313	)
Accounts payable		(215,026	)		(644,091	)
Accrued expenses		198,326			(63,802	)
Deferred revenue		303,499			150,007
Net Cash Used in Operating Activities		(3,419,756	)		(3,261,568	)

Cash Flows from Investing Activities
Purchase of equipment and website development		(22,373	)		(23,201	)
Product development costs		(92,323	)		(339,402	)
Software development costs		(975,373	)		(686,761	)
Redemption/sale of government securities		2,317,411			-
Purchase of investments in government securities		(9,841,468	)		-
Net Cash Used in Investing Activities		(8,614,126	)		(1,049,364	)

Cash Flows from Financing Activities
Proceeds from the sale of common stock and warrants		14,377,835			4,492,198
Fees paid in connection with equity offerings		(1,830,459	)		(772,580	)
Common stock withheld to pay taxes		-			(4,235	)
Proceeds from exercise of warrants for common stock		22,147			8,220
Series C redeemable preferred stock dividends		(225,000	)		(225,000	)
Net Cash Provided by Financing Activities		12,344,523			3,498,603
Net Increase (Decrease) in Cash and Cash Equivalents		310,641			(812,329	)
Cash and Cash Equivalents - Beginning of Period		3,806,915			6,398,164
Cash and Cash Equivalents - End of Period	$	4,117,556		$	5,585,835

Supplemental Disclosures of Cash Flow Information:
Non-cash investing and financing activities:
Series H preferred stock conversion to common stock	$	472,245		$	-
Website development costs included in accounts payable		9,802			-
Fees in connection with offering costs included in accounts payable and accrued expenses		-			188,120
Fees in connection with deferred costs related to a reverse stock split included in accounts payable and accrued expenses		38,944			-
Product development costs included in accounts payable and accrued expenses		17,004			104,243
Software development costs included in accounts payable and accrued expenses		62,331			89,379
Lease liabilities and right-of-use assets arising from lease extension		331,944			-

The accompanying notes are an integral part of these unaudited condensed financial statements.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES

LogicMark, Inc. (“LogicMark,” the “Company,” or “we”) was incorporated in the State of Delaware on February 8, 2012 and was reincorporated in the State of Nevada on June 1, 2023. LogicMark operates its business in one segment and provides personal emergency response systems (“PERS”), health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices give people the ability to receive care at home and confidence to age independently. LogicMark revolutionized the PERS industry by incorporating two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a price point everyday consumers could afford. The PERS technologies are sold direct-to-consumer through the Company’s eCommerce platform, to retailers and resellers, and to the United States Veterans Health Administration (“VHA”).

Through June 1, 2025, the Company’s common stock was traded on the Nasdaq Capital Market. Effective June 2, 2025, the Company’s common stock has been publicly quoted on a market operated by the OTC Markets Group Inc. under the symbol “LGMK”.

NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS

The Company generated an operating loss of $6.2 million, a net loss of $5.9 million, and cash used in operations of $3.4 million for the nine months ended September 30, 2025. As of September 30, 2025, the Company had cash and cash equivalents of $4.1 million and $7.6 million invested in government securities. As of September 30, 2025, the Company had working capital of $11.1 million compared to working capital as of December 31, 2024 of $3.3 million.

Given the Company’s cash and investment positions as of September 30, 2025 and its projected cash flow from operations, the Company believes that it will have sufficient capital to sustain operations for a period of at least one year following the date of this filing. The Company may also raise funds through equity or debt offerings in the future to further accelerate the execution of its long-term strategic plan to develop and commercialize its core products.

NOTE 3 - BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) and applicable rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) regarding interim financial reporting. In the opinion of management, the information herein reflects all adjustments, consisting only of normal recurring adjustments, except as otherwise noted, considered necessary for a fair statement of results of operations, financial position, stockholders’ equity, and cash flows. The results for the interim periods presented are not necessarily indicative of the results expected for any future period. The following information should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 31, 2025.

Net loss per share and share data for the three and nine months ended September 30, 2025 have been retroactively adjusted to reflect the 1-for-750 reverse stock split that occurred on October 28, 2025. Net loss per share and share data for the three and nine months ended September 30, 2024 have been retroactively adjusted to reflect the 1-for-25 reverse stock split that occurred on November 18, 2024 and the 1-for-750 reverse stock split that occurred on October 28, 2025. See Note 7 and Note 11.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS

U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions, including those related to the fair value of acquired assets and liabilities, stock-based compensation, income taxes, allowance for credit losses, long-lived assets, financial instruments and inventories, carrying amount and estimated useful lives of long-lived assets, income tax recoverability of deferred tax assets and provisions, and other matters that affect the financial statements and disclosures. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. The Company had cash equivalents of $3.6 million and $2.7 million as of September 30, 2025 and December 31, 2024, respectively.

INVESTMENTS

Investments include investments in U.S. government securities, which are classified as available for sale. Investments with original maturities at the date of purchase greater than approximately three months but less than a year are classified as short-term investments, as they represent the investment of cash available for current operations. The Company has investments of $7.6 million invested in U.S. government securities as of September 30, 2025. See Note 6 for more details.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash, cash equivalents and investments. The Company maintains its cash, cash equivalents and investment balances in large well-established financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation insurance limits.

REVENUE RECOGNITION

We enter into contracts with customers that may include combinations of product and subscription services, resulting in arrangements containing multiple performance obligations. The Company’s revenues consist of product sales to either end customers, to resellers or direct bulk sales to the VHA. The Company’s revenues are derived from contracts with customers, which are in most cases customer purchase orders. For each contract, the promise to transfer the title of the product, each of which is individually distinct, is considered to be the identified performance obligation. As part of the consideration promised in each contract, the Company evaluates the customer’s credit risk. Our contracts do not have any financing components, as payments are mostly prepaid, or in limited cases, due net 30 days after the invoice date. The majority of prepaid contracts are with the VHA, which consists of the majority of the Company’s revenues. The Company’s products are almost always sold at fixed prices. In determining the transaction price, we evaluate whether the price is subject to any refunds, due to product returns or adjustments due to volume discounts, rebates, or price concessions to determine the net consideration we expect to be entitled to. The Company’s sales are recognized at a point-in-time under the core principle of recognizing revenue when title transfers to the customer, which generally occurs when the Company ships the product from its fulfillment center to our customers, when our customer accepts and has legal title of the goods, and the Company has a present right to payment for such goods. Based on the respective contract terms, most of our contract revenues are recognized either (i) upon shipment based on free on board shipping point, or (ii) when the product arrives at its destination.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In cases where the Company enters into contracts with customers that contain multiple performance obligations for product and subscription services, we allocate the transaction price for the contract among the performance obligations on a relative standalone selling price (“SSP”) basis, which is generally not directly observable and requires the Company to estimate SSP based on management judgment by considering available data such as internal margin objectives, pricing strategies, as well as other observable inputs. Subscription services revenue in these cases is recognized over time.

During the year ended December 31, 2024, the Company released new offerings by leasing products coupled with monthly subscription services. We account for the revenue from our lease contracts by utilizing the single component accounting policy. This policy requires the Company to account for, by class of underlying asset, the lease component and non-lease component(s) associated with each lease as a single component if two criteria are met: (1) the timing and pattern of the lease component and the non-lease component are the same and (2) the lease component would be classified as an operating lease, if accounted for separately. The Company has determined that its leased product meets the criteria for operating leases and has the same timing and pattern of transfer as its monthly subscription services. The Company has elected the lessor practical expedient within Accounting Standards Codification (“ASC”) 842, Leases and recognizes, measures, presents, and discloses the revenue for the new offering based upon the predominant component, either the lease or non-lease component. The Company recognizes revenue under ASC 606, Revenue Recognition from Contracts with Customers for its leased products for which it has estimated that the non-lease components of the new offering are the predominant component of the contract.

For the three and nine months ended September 30, 2025, the Company’s sales recognized over time was $0.2 million and $0.4 million, respectively. For the three and nine months ended September 30, 2024, the Company’s sales recognized over time were immaterial.

SALES TO DEALERS AND RESELLERS

The Company maintains a reserve for unprocessed and estimated future price adjustments, claims and returns as a refund liability. The reserve is recorded as a reduction to revenue in the same period that the related revenue is recorded and is calculated based on an analysis of historical claims and returns over a period of time to appropriately account for current pricing and business trends. Similarly, sales returns and allowances are recorded based on historical return rates, as a reduction to revenue with a corresponding reduction to cost of goods sold for the estimated cost of inventory that is expected to be returned. These reserves were not material as of September 30, 2025 and December 31, 2024.

SHIPPING AND HANDLING

Amounts billed to customers for shipping and handling are included in revenues. The related freight charges incurred by the Company are included in cost of goods sold and were $61.0 thousand and $0.2 million for the three and nine months ended September 30, 2025, respectively, and $0.1 million and $0.2 million for the three and nine months ended September 30, 2024, respectively.

ACCOUNTS RECEIVABLE - NET

For the three and nine months ended September 30, 2025 and 2024, the Company’s revenues were primarily the result of shipments to VHA hospitals and clinics, which are made in most cases on a prepaid basis. The Company also sells its products to dealers and resellers, typically providing customers with modest trade credit terms. Sales made to dealers and resellers are done with limited rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects.

Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the accounts receivable allowance for credit losses as necessary whenever events or circumstances indicate the carrying value may not be recoverable. As of September 30, 2025 and December 31, 2024, the allowance for credit losses was immaterial.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

DEFERRED REVENUE

Deferred revenue is recorded when the amounts invoiced to customers are in excess of revenue that can be recognized because performance obligations have not been satisfied, and control of the promised product or subscription services has not been transferred to the customer. Deferred revenue largely represents amounts invoiced in advance for subscription services, where revenue cannot be recognized yet.

	September 30,
	2025
Deferred Revenue
Current	$	501,573
Non-current		27,121
Total	$	528,694

The Company recognized sales of $54.4 thousand and $0.2 million for the three and nine months ended September 30, 2025, respectively, that was included in the deferred revenue balance as of December 31, 2024.

INVENTORY

The Company measures inventory at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Cost is determined using the first-in, first-out method.

The Company performs regular reviews of inventory quantities on hand and evaluates the realizable value of its inventories. The Company adjusts the carrying value of the inventory as necessary for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. As of September 30, 2025, inventory comprised of $0.6 million in finished goods on hand and $0.4 million in inventory in-transit from vendors. As of December 31, 2024, inventory was comprised of $0.9 million in finished goods on hand and $0.1 million in inventory in-transit from vendors, respectively.

The Company is required to partially prepay for inventory with certain vendors. As of September 30, 2025 and December 31, 2024, $0.4 million and $0.2 million of prepayments, respectively, were made for inventory and are included in prepaid expenses and other current assets on the balance sheet.

LONG-LIVED ASSETS

Long-lived assets, such as property and equipment, and other intangible assets, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. When indicators exist, the Company tests for the impairment of the definite-lived assets based on the undiscounted future cash flow the assets are expected to generate over their remaining useful lives, compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management’s estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions, or changes to the Company’s business operations.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

PROPERTY AND EQUIPMENT

Property and equipment consisting of equipment, furniture, fixtures, website and other, is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows:

Equipment		5 years
Furniture and fixtures		3 to 5 years
Website and other		3 years

GOODWILL

Goodwill is reviewed annually in the fourth quarter, or when circumstances indicate that an impairment may have occurred. The Company first performs a qualitative assessment of goodwill impairment, which considers factors such as market conditions, performance compared to forecast, business outlook and unusual events. If the qualitative assessment indicates a possible goodwill impairment, goodwill is then quantitatively tested for impairment. The Company may elect to bypass the qualitative assessment and proceed directly to the quantitative test. If a quantitative goodwill impairment test is required, the fair value is determined using a variety of assumptions including estimated future cash flows using applicable discount rates (income approach), comparisons to other similar companies (market approach), and an adjusted balance sheet approach. As of September 30, 2025 and December 31, 2024, no indicators of impairment were noted.

OTHER INTANGIBLE ASSETS

The Company’s intangible assets are related to the acquisition of LogicMark LLC in 2016, the former subsidiary that was merged with and into the Company, and are included in other intangible assets in the Company’s condensed balance sheets as of September 30, 2025 and December 31, 2024.

As of September 30, 2025, the other intangible assets are composed of patents of $0.7 million; trademarks of $0.7 million; and customer relationships of $0.3 million. As of December 31, 2024, the other intangible assets are composed of patents of $0.9 million; trademarks of $0.7 million; and customer relationships of $0.5 million. The Company amortizes these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years, 20 years, and 10 years, respectively. During the three and nine months ended September 30, 2025, the Company had amortization expense of $0.2 million and $0.6 million, respectively. During the three and nine months ended September 30, 2024, the Company had amortization expense of $0.2 million and $0.6 million, respectively.

Amortization expense is estimated to be approximately $0.2 million for the remainder of fiscal year 2025, $0.6 million for fiscal year 2026, $0.3 million for fiscal year 2027, $63 thousand for fiscal year 2028 and approximately $0.5 million thereafter.

STOCK-BASED COMPENSATION

The Company accounts for stock-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Stock-based compensation charges are amortized over the vesting period or as earned. Stock-based compensation is recorded in the same component of operating expenses as if it were paid in cash.

NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE

Basic net loss attributable to common stockholders per share was computed using the weighted average number of shares of common stock, par value $0.0001 per share (“Common Stock”), outstanding. Diluted net loss applicable to common stockholders per share (“Diluted net loss per share”) includes the effect of diluted Common Stock equivalents. Potentially dilutive securities from the exercise of stock options to purchase 16,278 shares of Common Stock and warrants to purchase 212,148 shares of Common Stock as of September 30, 2025, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Potentially dilutive securities from the exercise of stock options to purchase 108 shares of Common Stock and warrants to purchase 2,125 shares of Common Stock as of September 30, 2024, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS

Research and development costs are expenditures on new market development and related engineering costs. In addition to internal resources, the Company utilizes functional consulting resources, third-party software, and hardware development firms. The Company expenses all research and development costs as incurred until technological feasibility has been established for the product. Once technological feasibility is established, development costs including software and hardware design are capitalized until the product is available for general release to customers. Judgment is required in determining when technological feasibility of a product is established. For the three months ended September 30, 2025, the Company capitalized $0.1 million in product development costs and $0.3 million in software development costs. For the nine months ended September 30, 2025, we capitalized $0.1 million in product development costs and $1.0 million in software development costs. For the three months ended September 30, 2024, the Company capitalized $0.2 million and $0.3 million in product development costs and software development costs, respectively. For the nine months ended September 30, 2024, the Company capitalized $0.4 million and $0.8 million in product development costs and software development costs, respectively. Amortization of these costs was on a straight-line basis over three years and amounted to approximately $0.1 million and $0.2 million for product development and software development, respectively, for the three months ended September 30, 2025. Amortization expense for the nine months ended September 30, 2025, amounted to approximately $0.3 million and $0.5 million in product development and software development, respectively. Amortization expense amounted to approximately $73.9 thousand and $0.1 million for product development and software development, respectively, for the three months ended September 30, 2024. For the nine months ended September 30, 2024, amortization of these costs amounted to approximately $0.2 million and $0.2 million for product development and software development, respectively.

RECENT ACCOUNTING PRONOUNCEMENTS

Recently Issued Accounting Pronouncements – Not Yet Adopted

In July 2025, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2025-05, “Financial Instruments – Credit Loss (Topic 326) Measurement of Credit Losses for Accounts Receivable and Contract Assets”(“ASU2025-05”), which provides a practical expedient permitting an entity to assume that the conditions at the balance sheet date may remain unchanged over the life of the asset when estimating expected credit losses for current classified accounts receivable and contract assets. ASU 2025-05 is effective for annual reporting periods beginning after December 15, 2025, including interim periods within those fiscal years. The Company is currently evaluating the impact of ASU 2025-05 and does not believe the adoption will have a material impact on the financial statements and disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40) Disaggregation of Income Statement Expenses” (“ASU 2024-03”), which enhances the disclosure of expenses on the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027. The Company is currently evaluating ASU 2024-03 to determine its impact on the Company’s disclosures.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

NOTE 5 - ACCRUED EXPENSES

Accrued expenses consist of the following:

	September 30,		December 31,
	2025		2024
Salaries, payroll taxes and vacation	$	325,050	$	201,691
Merchant card fees		20,718		15,728
Professional fees		92,536		140,150
Management incentives		500,000		420,000
Lease liability		46,378		51,841
Development costs		2,000		8,000
Other		262,255		215,891
Totals	$	1,248,937	$	1,053,301

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 6 - FAIR VALUE MEASUREMENTS

The fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants. The degree of judgment used in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree to which depends on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.

Valuation Hierarchy

ASC 820, Fair Value Measurements and Disclosures, establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows:

●

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

●

Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument.

●

Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value.

The classification of a financial asset or liability within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

Cash and accounts payable approximate their fair values due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

Assets measured at fair value on a recurring basis were as follows:

	September 30, 2025						December 31, 2024
	Fair Value Measurement						Fair Value Measurement
					Total						Total
	Level 1		Level 2		Balance		Level 1		Level 2		Balance
Cash equivalents	$	3,638,795	$	-	$	3,638,795	$	2,719,866	$	-	$	2,719,866
U.S. government securities		-		7,568,066		7,568,066		-		-		-
Totals	$	3,638,795	$	7,568,066	$	11,206,861	$	2,719,866	$	-	$	2,719,866

NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK

Certificates of Withdrawal

On July 9, 2025, the Company filed with the Secretary of State of the State of Nevada certificates of withdrawal for its Series H Certificate of Designation and Series I Certificate of Designation in order to eliminate and cancel all designations, rights, preferences and limitations of the shares of Series H Preferred Stock and Series I Preferred Stock, respectively. Prior to the filing of each such certificate of withdrawal, all 1,000 authorized shares of Series H Preferred Stock had been converted into shares of Common Stock and all 1,000 authorized shares of Series I Preferred Stock had been redeemed, pursuant to the applicable provisions of the Series H Certificate of Designation and the Series I Certificate of Designation, respectively. Such shares have resumed the status of authorized but unissued shares of preferred stock of the Company. Each of the certificates of withdrawal for the Series H Preferred Stock and Series I Preferred Stock became effective upon their filing with the Secretary of State of the State of Nevada.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)

February 2025 Public Offering

On February 18, 2025 (the “Closing Date”), the Company, in connection with a best efforts public offering (the “February Offering”), sold an aggregate of (x) 3,014 units of the Company (the “Units”) at an offering price of $442.50 per Unit, consisting of (i) 3,014 shares of Common Stock, (ii) Series C warrants (the “Series C Warrants”) to purchase up to 3,014 shares of Common Stock, and (iii) Series D warrants (the “Series D Warrants”) to purchase up to 3,014 shares of Common Stock; and (y) 29,529 pre-funded units of the Company (the “Pre-Funded Units”) at an offering price $441.75 per Pre-Funded Unit, consisting of (i) pre-funded common stock purchase warrants exercisable for up to 29,529 shares of Common Stock at $0.001 per share (the “Pre-Funded Warrants”), (ii) Series C Warrants exercisable for up to 29,529 shares of Common Stock and (iii) Series D Warrants exercisable for up to 29,529 shares of Common Stock, pursuant to (a) the Company’s registration statement on Form S-1, as amended (File No. 333-284135), filed by the Company with the SEC under the Securities Act, which the SEC declared effective on February 14, 2025, (b) the Registration Statement on Form S-1MEF (File No. 333-284997), filed by the Company with the SEC on February 14, 2025 pursuant to Rule 462(b) of the Securities Act, and (c) securities purchase agreements, each dated February 18, 2025, between the Company and each of the purchasers signatory thereto (the “February Purchasers”). The Series D Warrants can be exercised on an alternate cashless basis which would result in holders receiving three (3) times the number of Common Stock if such election is made. On the Closing Date, the Company received gross proceeds of approximately $14.4 million, before deducting placement agent commissions and estimated February Offering expenses. The Company has used the net proceeds from the February Offering for additional sales and marketing investments, working capital and other general corporate purposes.

As of September 30, 2025, the February Purchasers exercised all of their Pre-Funded Warrants for an aggregate of 29,529 shares of Common Stock. In addition, the exercise price for the Series C Warrants and Series D Warrants were subject to an adjustment due to the Company obtaining stockholder approval for the issuance of the underlying shares on March 27, 2025 and the reverse stock split that occurred on October 28, 2025 (refer to Note 11), which resulted in a new exercise price of $88.50 per warrant share and the number of shares of Common Stock issuable upon a cash exercise of such Warrants correspondingly increased to 162,715 shares and 244,070 shares for the Series C Warrants and Series D Warrants, respectively. As of September 30, 2025, the February Purchasers exercised all of their Series D Warrants and received 732,202 shares of Common Stock on an alternative cashless basis.

November 2024 Reverse Stock Split

On November 18, 2024, the Company effected a 1-for-25 reverse split of its outstanding shares of Common Stock and shares of its Series C non-convertible voting preferred stock, par value $0.0001 per share (the “Series C Redeemable Preferred Stock”). As a result of the reverse splits, each 25 pre-split shares of Common Stock outstanding and each 25 pre-split shares of Series C Redeemable Preferred Stock outstanding were automatically exchanged for one new share of each without any action on the part of the holders. The number of outstanding shares of Common Stock was reduced from approximately 15,819 shares to approximately 633 shares, and the number of outstanding shares of Series C Redeemable Preferred Stock was reduced from 1 share to 1 share. 1 share of Common Stock was issued as a result of the treatment of fractional shares in connection with this reverse stock split, which rounded up outstanding post-split shares to the nearest whole number. The reverse stock split did not affect the total number of shares of capital stock, including Series C Redeemable Preferred Stock, that the Company is authorized to issue. On October 28, 2025, the Company effected a 1-for-750 reverse split of its outstanding shares of Common Stock and shares of its Series C Redeemable Preferred Stock. As a result of this reverse split the shares impacted by the November 18, 2024 reverse split were adjusted to reflect the October 28, 2025 reverse stock split. See Note 11.

Net loss per share and all share data as of and for the three and nine months ended September 30, 2024 have been retroactively adjusted to reflect the reverse stock splits in accordance with ASC 260-10-55-12, “Restatement of EPS Data”.

Inducement Agreements and Issuance of New Preferred Stock

On November 13, 2024, the Company entered into inducement and release agreements (the “Inducement Agreements”) with the current and former holders (the “Series B Holders”) of the Company’s Series B warrants to purchase Common Stock (the “Series B Warrants”), issued in the August Offering (as defined below), pursuant which on such date all remaining Series B Warrants were exercised and the Series B Holders waived and released the Company from any potential claims in connection with the exercise thereof and in exchange the Company agreed to issue the New Preferred Stock (as defined below).

In connection with the Inducement 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 “New 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 New Preferred Stock.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)

Pursuant to the Settlement Agreements, on November 14, 2024, the Company issued to the Series B Holders (i) an aggregate of 1,000 shares of Series H Preferred Stock, which are convertible at the option of the Series B Holder into shares of Common Stock (the “Conversion Shares”) at an initial conversion price of $11.64, and (ii) an aggregate of 1,000 shares of Series I Preferred Stock, each share of which entitles the holder thereof to two (2) votes on all matters submitted to a vote of the stockholders of the Company. The Series I Preferred Stock will be automatically redeemed for no consideration upon the redemption, conversion or sale of shares of Series H Preferred Stock on a one for one basis. The shares of Series H Preferred Stock have a stated value of $1,000 and are initially convertible into approximately 115 shares of Common Stock in the aggregate. The conversion price of the Series H Preferred Stock would reset on the fifth trading day following the effective date of the Company’s next reverse stock split of its shares of Common Stock to the greater of (i) the lowest volume weighted average price of the Common Stock during the five trading days immediately preceding the reset date and (ii) the floor price of $4.4625. The Company completed a fair value assessment of the Series H Preferred Stock and Series I Preferred Stock, as of November 14, 2024, using an option pricing method to allocate the fair value of Series H Preferred Stock and Series I Preferred Stock-based on the total equity value of the Company. Based on the fair value assessment, the Company determined that the Series H Preferred Stock had a fair value of $1.5 million and was recorded as a non-operating expense in the statement of operations.

As of December 31, 2024, the conversion price of the Series H Preferred Stock was subject to an adjustment due to the November 18, 2024 and the October 28, 2025 reverse stock splits, which resulted in a new conversion price of $1,312.50 per share of Series H Preferred Stock. As of December 31, 2024, 690 shares of Series H Preferred Stock were converted into 483 shares of Common Stock and 690 shares of Series I Preferred Stock were redeemed upon the conversion of such shares of Series H Preferred Stock. As of September 30, 2025, the remaining 310 shares of Series H Preferred Stock were converted into 216 shares of Common Stock and the remaining 310 shares of Series I Preferred Stock were redeemed upon the conversion of such shares of Series H Preferred Stock.

Also pursuant to the Settlement Agreements, on the issuance date of the New Preferred Stock, the Company entered into registration rights agreements with the Series B Holders pursuant to which the Company agreed to register the resale of the Conversion Shares. The Company was required to prepare and file the resale registration statement with the SEC no later than the 30th calendar day following the date of the issuance of the New Preferred Stock and to use its best efforts to have such registration statement declared effective within 60 calendar days after such date, subject to certain exceptions. A registration statement on Form S-3 (File No.333-283821) registering the resale of the Conversion Shares was initially filed by the Company with the SEC on December 13, 2024 and was declared effective by the SEC on December 27, 2024.

Rights Agreement

On November 1, 2024, the Company entered into a rights agreement with Nevada Agency and Transfer Company, as rights agent (the “Rights Agreement”). Pursuant to the Rights Agreement, in the event that a person or entity or group thereof becomes the Beneficial Owner (as defined in the Rights Agreement) of at least fifteen percent (15%) of the outstanding shares of Common Stock (an “Acquiring Person”), each holder of Common Stock as of the close of business on November 1, 2024 will be entitled to receive on the Distribution Date (as defined below) a dividend of one right for each share of Common Stock owned by such holder (each, a “Right”), with each Right exercisable for one one-hundredth of a share of the Company’s Series G Non-Convertible Voting Preferred Stock, $0.0001 par value per share (the “Series G Preferred Stock”), at a price of $1.25 per one-hundredth of a share, subject to adjustment as set forth in the Rights Agreement. The Rights are not exercisable until the earlier of: (1) the first date of public announcement by the Company or by an Acquiring Person of such acquisition of beneficial ownership of 15% or more of the outstanding Common Stock without the prior approval of the board of directors (the “Board”) or such earlier date as a majority of the Board shall become aware of the existence of an Acquiring Person, or (2) the tenth business day (subject to extension by the Board) following the commencement of, or public announcement of an intention to commence, a tender or exchange offer which would result in the beneficial ownership of 15% or more of the outstanding Common Stock (the “Distribution Date”). The Rights will expire upon the earlier of (i) November 1, 2027, unless otherwise extended by the Company’s stockholders or (ii) redemption or exchange by the Company.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)

On November 1, 2024, in connection with the Rights Agreement, the Company filed a Certificate of Designation, Preferences, and Rights of Series G Non-Convertible Voting Preferred Stock (the “Series G Certificate of Designation”) with the Nevada Secretary of State. The Series G Certificate of Designation authorized 1,000,000 shares of the Series G Preferred Stock. Each share of Series G Preferred Stock entitles the holder to cast four votes on all matters submitted to stockholders to vote and the Series G Preferred Stockholders will vote together as one class with the holders of Common Stock on any such matters. The Series G Preferred Stock purchasable upon exercise of the Rights are non-convertible and non-redeemable (except as provided in the Series G Certificate of Designation) and junior to any other series of preferred stock the Company has issued or may issue (unless otherwise provided in the terms of such other series). In the event of liquidation of the Company, the holders of Series G Preferred Stock will receive a preferred liquidation payment equal to the greater of $125.00 per share or an amount per share equal to four times the aggregate payment to be distributed per share of Common Stock.

August 2024 Public Offering

On August 5, 2024, the Company, in connection with a best efforts public offering (the “August Offering”), sold to certain purchasers an aggregate of (x) 77 units of the Company (the “August Units”) at an offering price of $8,730.00 per August Unit, consisting of (i) 77 shares of Common Stock, (ii) 77 of the Company’s Series A warrants to purchase up to 77 shares of Common Stock at an exercise price of $8,730.00 per share (the “Series A Warrants”), and (iii) 77 Series B Warrants to purchase up to 77 shares of Common Stock at an exercise price of $8,730.00 per share; and (y) 439 pre-funded units of the Company (the “August Pre-Funded Units”) at an offering price $8,707.50 per August Pre-Funded Unit, consisting of (i) 439 pre-funded common stock purchase warrants exercisable for up to 439 shares of Common Stock at $0.75 per share, (the “August Pre-Funded Warrants”), (ii) 439 Series A Warrants and (iii) 439 Series B Warrants, pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-279133), declared effective by the SEC on August 1, 2024 and those certain securities purchase agreements, dated August 2, 2024, between the Company and each of the purchasers signatory thereto (the “Purchasers”). The Series B Warrants can be exercised on an alternate cashless basis which would result in holders receiving four (4) times the number of Common Stock if such election is made. On the closing date of the August Offering, the Company received gross proceeds of approximately $4.5 million, before deducting placement agent commissions and estimated August Offering expenses. The Company used the net proceeds from the August Offering to increase our investment in sales and marketing, working capital and other general corporate purposes.

As of December 31, 2024, the Purchasers exercised their August Pre-Funded Warrants for an aggregate of 439 shares of Common Stock, certain Purchasers exercised their Series B Warrants for an aggregate of 2,036 shares of Common Stock on an alternate cashless basis and certain Purchasers exercised their Series A Warrants for an aggregate of 47 shares of Common Stock. As of December 31, 2024, the exercise price and warrant shares of the Series A Warrants and Series B Warrants were subject to adjustments due to the November 18, 2024 and October 28, 2025 reverse stock splits, which resulted in a new exercise price of $1,312.50 per warrant share and an aggregate of 3,367 shares of Common Stock underlying the Series A Warrants and Series B Warrants deemed outstanding. As of September 30, 2025, the exercise price and warrant shares of the Series A Warrants were subject to an adjustment due to the February Offering, which resulted in a new exercise price of $88.50 per warrant share and an aggregate of 49,288 shares of Common Stock underlying the Series A Warrants deemed outstanding. As of September 30, 2025, 46 shares of Series B Warrants remained outstanding.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 7 - STOCKHOLDERS’ EQUITY AND REDEEMABLE PREFERRED STOCK (CONTINUED)

Series C Redeemable Preferred Stock

In May 2017, the Company authorized the Series C Redeemable Preferred Stock. Holders of Series C Redeemable Preferred Stock are entitled to receive dividends of 15% per year, payable in cash. For each of the three and nine months ended September 30, 2025 and September 30, 2024, the Company recorded Series C Redeemable Preferred Stock dividends of $75 thousand and $0.2 million, respectively.

The Series C Redeemable Preferred Stock may be redeemed by the Company at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Redeemable Preferred Stock and unpaid dividends. If a “fundamental change” occurs, the Series C Redeemable Preferred Stock shall be immediately redeemed in cash equal to the stated value of the Series C Redeemable Preferred Stock, and unpaid dividends. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent of the voting stock; liquidation or dissolution; or the Common Stock ceases to be listed on the market upon which it currently trades.

The holder of the Series C Redeemable Preferred Stock is entitled to vote on any matter submitted to the stockholders of the Company for a vote. One share of Series C Redeemable Preferred Stock carries the same voting rights as one share of Common Stock.

A redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. Upon the determination that such events are probable, the equity security would be classified as a liability. Given the Series C Redeemable Preferred Stock contains a fundamental change provision, the security is considered conditionally redeemable. Therefore, the Company has classified the Series C Redeemable Preferred Stock as temporary equity in the balance sheets as of September 30, 2025 and December 31, 2024 until such time that events occur that indicate otherwise.

Warrants

The following table summarizes the Company’s warrants outstanding and exercisable as of September 30, 2025 and December 31, 2024:

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value

Outstanding and exercisable at January 1, 2025		3,471		$	8,328.37		4.53	$	-
Issued in connection with February Offering		452,746			88.50		3.50		-
Issued pre-funded warrants		29,529			-		-		-
Exercise of pre-funded warrants		(29,529	)		-		-		-
Exercise of Series D Warrants from February Offering		(244,069	)		88.50		-		-
Outstanding and exercisable at September 30, 2025		212,148		$	197.14		4.26	$	-

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - STOCK INCENTIVE PLANS

2023 Stock Incentive Plan

On March 7, 2023, the Company’s stockholders approved the 2023 Stock Incentive Plan (“2023 Plan”). The aggregate maximum number of shares of Common Stock that may be issued under the 2023 Plan was 92 shares for the 2023 fiscal year; thereafter, the maximum number is limited to 15% of the outstanding shares of Common Stock, calculated on the first business day of each fiscal quarter. As of September 30, 2025, the maximum number of shares of Common Stock that may be issued under the 2023 Plan is 115,261. Under the 2023 Plan, options which are forfeited or terminated, settled in cash in lieu of shares of Common Stock, or settled in a manner such that shares are not issued, will again immediately become available to be issued. If shares of Common Stock are withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock will be treated as shares that have been issued under the 2023 Plan and will not again be available for issuance.

Stock Options

During the three and nine months ended September 30, 2025, the Company issued an aggregate of 136 stock options under the 2023 Plan, vesting over a period of four years to employees with an exercise price of $1,125.00 per share and 17 stock options under the 2023 Plan, vesting over a period of four years to employees with an exercise price of $15.00 per share in consideration for services provided to the Company. In addition, 36 fully vested stock options were granted to four non-employee directors at an exercise price of $1,125.00 per share, 2,668 fully vested stock options were granted to four non-employee directors at an exercise price of $15.00 per share and 13,336, fully vested stock options were granted to four non-employee directors at an exercise price of $3.00 per share. The aggregate fair value of the shares issued to the directors was $0.1 million. As of September 30, 2025, the unrecognized compensation cost related to non-vested stock options was $0.6 million.

During the three months ended September 30, 2024, an aggregate of 4 fully vested stock options were granted under the 2023 Plan to four non-employee directors at an exercise price of $11,437.50 per share, in consideration for services provided to the Company.

During the nine months ended September 30, 2024, the Company issued an aggregate of 4 stock options under the 2023 Plan, vesting over a period of four years to employees with an average exercise price of $19,312.50 per share. In addition, an aggregate of 16 fully vested stock options were granted under the 2023 Plan to non-employee directors at an average exercise price of $19,839.84 per share, in each case in consideration for services provided to the Company. The aggregate fair value of the shares issued to the directors was $0.1 million.

During the three and nine months ended September 30, 2025, 7 stock options were forfeited by participants and 12 stock options were cancelled under the 2023 Plan. During the three and nine months ended September 30, 2024, 4 stock options were forfeited by participants under the 2023 Plan.

Restricted Stock

During the three and nine months ended September 30, 2025, the Company granted 250 shares of restricted Common Stock under the 2023 Plan to five employees and consultants, in accordance with the terms of the applicable employment and consulting agreements with the Company. Such shares vest over four years commencing on January 2, 2025, with a quarter to vest on the anniversary of the grant, and thereafter in quarterly amounts until the entire award has vested, so long as each remains in the service of the Company. The fair value of restricted stock granted was $0.3 million and the unamortized compensation cost as of September 30, 2025, related to all outstanding restricted stock was $0.4 million.

A summary of restricted stock awards is as follows:

	Number of
	Share of
	Restricted Stock

Unvested balance at January 1, 2025		8
Granted		250
Vested		(49	)
Unvested balance at September 30, 2025		208

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - STOCK INCENTIVE PLANS (CONTINUED)

2017 Stock Incentive Plan

On August 24, 2017, the Company’s stockholders approved the 2017 Stock Incentive Plan (“2017 SIP”). The aggregate maximum number of shares of Common Stock that were issuable under the 2017 SIP was limited to 10% of the outstanding shares of Common Stock, calculated on the first business day of each fiscal year. Under the 2017 SIP, options that had been forfeited or terminated, settled in cash in lieu of shares of Common Stock, or settled in a manner such that shares were not issued, would immediately become available to be issued again. If shares of Common Stock were withheld from payment of an award to satisfy tax obligations with respect to the award, those shares of Common Stock would have been treated as shares that have been issued under the 2017 SIP and would not have been available for issuance again. On March 7, 2023, the 2017 SIP was terminated upon the approval of the 2023 Plan at the Company’s special meeting of stockholders.

Stock Options

During the three and nine months ended September 30, 2025 and 2024, the Company did not issue any stock options under the 2017 SIP.

During the three and nine months ended September 30, 2025, 4 stock options were cancelled under the 2017 SIP. During the three and nine months ended September 30, 2024, no stock options and 1 stock option was forfeited, respectively, by participants under the 2017 SIP.

Restricted Stock

During the three and nine months ended September 30, 2025 and 2024, the Company did not issue any restricted stock awards under the 2017 SIP. The unamortized compensation cost as of September 30, 2025, related to all outstanding restricted stock was $28.9 thousand.

A summary of restricted stock awards is as follows:

	Number of
	Shares of
	Restricted Stock

Unvested balance at January 1, 2025		1
Granted		-
Vested		(1	)
Unvested balance at September 30, 2025		0

2013 Long-Term Stock Incentive Plan

On January 4, 2013, the Company’s stockholders approved the Company’s Long-Term Stock Incentive Plan (“2013 LTIP”). The maximum number of shares of Common Stock that were issuable under the 2013 LTIP, including stock awards, stock issued to the Company’s Board, and stock appreciation rights, was limited to 10% of the outstanding shares of Common Stock, calculated on the first business day of any fiscal year. The 2013 LTIP expired in accordance with its terms on January 3, 2023.

During the three and nine months ended September 30, 2025 and 2024, the Company did not issue any stock options under the 2013 LTIP.

During the three and nine months ended September 30, 2025, 9 stock options were cancelled under the 2013 LTIP. During the three and nine months ended September 30, 2024, no stock options were forfeited by participants under the 2013 LTIP.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 8 - STOCK INCENTIVE PLANS (CONTINUED)

Stock Option Modification

During the nine months ended September 30, 2025, the Company cancelled 25 outstanding stock options under the 2023 Plan, the 2017 SIP and the 2013 LTIP and granted new stock options under the 2023 Plan which resulted in a new exercise price of $1,125.00 per share and the issuance of 126 stock options. The new stock options continue to vest based on the original vesting schedule that had been attributable to the cancelled stock options. This resulted in an incremental stock-based compensation expense of $69.4 thousand recorded as of the modification date.

Stock-based Compensation Expense

Total stock-based compensation expense during the three and nine months ended September 30, 2025 pertaining to awards under the 2023 Plan and the 2017 SIP amounted to $0.1 million and $1.0 million, respectively. Total stock-based compensation expense during the three and nine months ended September 30, 2024 pertaining to awards under the 2023 Plan, the 2017 SIP and the 2013 LTIP amounted to $0.4 million and $1.2 million, respectively.

NOTE 9 - COMMITMENTS AND CONTINGENCIES

LEGAL MATTERS

From time to time, the Company may be involved in various claims and legal actions arising in the ordinary course of our business. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of the Company, threatened against or affecting the Company, in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition.

COMMITMENTS

The Company leases warehouse space and equipment in the U.S., which are classified as operating leases expiring at various dates. The Company determines if an arrangement qualifies as a lease at the lease inception. Operating lease liabilities are recorded based on the present value of the future lease payments over the lease term, assessed as of the commencement date. The Company’s real estate lease is for a fulfillment center, with a lease term of 5 years expiring in August 2025. In April 2025, the Company signed a lease agreement to renew the lease for the warehouse space and equipment currently being leased, effective September 1, 2025, for a term of 5 years and monthly payments of $7,250. The Company has elected to account for the lease and non-lease components (insurance and property taxes) as a single lease component for its real estate leases. Lease payments, which includes lease components and non-lease components, are included in the measurement of the Company’s lease liabilities to the extent that such payments are either fixed amounts or variable amounts based on a rate or index (fixed in substance) as stipulated in the lease contract. Any actual costs in excess of such amounts are expensed as incurred as variable lease cost.

The Company’s lease agreements generally do not specify an implicit borrowing rate, and as such, the Company uses its incremental borrowing rate to calculate the present value of the future lease payments. The discount rate represents a risk-adjusted rate on a secured basis and is the rate at which the Company would borrow funds to satisfy the scheduled lease liability payment streams. The Company entered into a renewal five-year lease agreement in April 2025 for the warehouse space located in Louisville, Kentucky. The Right of Use (“ROU”) asset value added as a result of this renewal lease agreement was $0.3 million. The Company’s ROU asset and lease liability accounts reflect the inclusion of this renewal lease in the Company’s balance sheet as of September 30, 2025. The current monthly rent of $7.3 thousand will increase by the annual 3% rate to the new monthly rent of $7.6 thousand in September 2026.

LogicMark, Inc.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

NOTE 9 - COMMITMENTS AND CONTINGENCIES (CONTINUED)

For the three and nine months ended September 30, 2025, total operating lease cost was $32.3 thousand and $73.5 thousand, respectively, and was recorded in direct operating costs. Operating lease cost for the three and nine months ended September 30, 2024 amounted to $19.2 thousand and $57.6 thousand, respectively, and was recorded in direct operating costs. Operating lease cost is recognized on a straight-line basis over the lease term. The following summarizes (i) the future minimum undiscounted lease payments under the non-cancelable lease for each of the next three years and thereafter, incorporating the practical expedient to account for lease and non-lease components as a single lease component for our existing real estate lease, (ii) a reconciliation of the undiscounted lease payments to the present value of the lease liabilities, and (iii) the lease-related account balances on the Company’s balance sheet as of September 30, 2025:

Year Ending December 31,
2025 (excluding the nine months ended September 30, 2025)	$	21,750
2026		88,200
2027		91,900
2028		95,800
2029		99,600
Thereafter		68,000
Total future minimum lease payments		465,250
Less imputed interest		(122,564	)
Total present value of future minimum lease payments	$	342,686

As of September 30, 2025
Operating lease right-of-use assets	$	336,622

Accrued expenses	$	46,378
Other long-term liabilities	$	296,308
	$	342,686

As of September 30, 2025

Weighted Average Remaining Lease Term	4.92
Weighted Average Discount Rate	13.00	%

NOTE 10 - SEGMENT REPORTING

The Company’s operations are managed and reported to its Chief Executive Officer (“CEO”), Chia-Lin Simmons, the Company’s chief operating decision maker (“CODM”), on a consolidated basis. The CODM assesses performance and allocates resources based on the Company’s statements of operations, which assists the CODM to manage and evaluate the results of the business in a consolidated manner to drive efficiencies and develop uniform strategies. Accordingly, components and processes of the Company’s operations are managed centrally, including contracting with the government, capitalizing and developing new products or software, including releases, customer service, marketing, and legal affairs. Segment asset information is not used by the CODM to allocate resources or manage the business. Under this reporting structure, the Company has one reportable segment. As a single reportable segment entity, the Company’s segment performance measure is net loss attributable to common stockholders. Significant segment expenses are presented in the Company’s statements of operations.

NOTE 11 – SUBSEQUENT EVENT

October 2025 Reverse Stock Split

On October 28, 2025, the Company effected a 1-for-750 reverse split of its outstanding shares of Common Stock and shares of its Series C non-convertible voting preferred stock, par value $0.0001 per share (the “Series C Redeemable Preferred Stock”). As a result of the reverse splits, each 750 pre-split shares of Common Stock outstanding and each 750 pre-split shares of Series C Redeemable Preferred Stock outstanding were automatically exchanged for one new share of each without any action on the part of the holders. The number of outstanding shares of Common Stock was reduced from approximately 576,305,099 shares to approximately 768,665 shares, and the number of outstanding shares of Series C Redeemable Preferred Stock was reduced from 1 share to 1 share. 248 shares of Common Stock were issued as a result of the treatment of fractional shares in connection with this reverse stock split, which rounded up outstanding post-split shares to the nearest whole number. The reverse stock split did not affect the total number of shares of capital stock, including Series C Redeemable Preferred Stock, that the Company is authorized to issue.

Net loss per share and all share data as of and for the three and nine months ended September 30, 2025 and 2024 have been retroactively adjusted to reflect the reverse stock splits in accordance with ASC 260-10-55-12, “Restatement of EPS Data”.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations for the three and nine months ended September 30, 2025 should be read together with our condensed financial statements and related notes included elsewhere in this Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2025 (this “Form 10-Q”). This discussion and other disclosure in this Form 10-Q contain forward-looking statements and information relating to our business that reflect our current views and assumptions concerning future events and is subject to risks and uncertainties that may cause our or our industry’s actual results, levels of activity, performance, or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These forward-looking statements speak only as of the date of this Form 10-Q. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or achievements. Except as required by applicable law, including the securities laws of the United States, we expressly disclaim any obligation or undertaking to disseminate any update or revisions of any of the forward-looking statements to reflect any change in our expectations with regard thereto or to conform to these statements to actual results.

Overview

LogicMark, Inc. provides PERS, health communications devices, and Internet of Things technology that creates a connected care platform. The Company’s devices provide people with the ability to receive care at home and age independently and to check, manage and monitor a loved one’s health and safety remotely. The Company’s PERS devices incorporate two-way voice communication technology directly in the medical alert pendant and providing life-saving technology at a consumer-friendly price point aimed at everyday consumers. The Company is focused on modernizing remote monitoring to help people stay safe and live independently longer. The PERS technologies, as well as other personal safety devices, are sold direct to consumer through dealers and resellers, the Company’s eCommerce website (logicmark.com) and Amazon.com, as well as directly to the United States Veterans Health Administration. The Company was awarded a contract by the U.S. General Services Administration that enables the Company to distribute its products to federal, state, and local governments.

Recent Development

On October 28, 2025, the Company executed a 1-for-750 reverse stock-split of the Company’s outstanding shares of Common Stock and Series C Redeemable Preferred Stock (collectively, the “Reverse Stock Split”), whereby every 750 shares of Common Stock and Series C Redeemable Preferred Stock was consolidated into 1 share of each such class following the Reverse Stock Split, with fractional shares rounded up to the nearest whole share.

Results of Operations

Three and nine months ended September 30, 2025, compared with the three and nine months ended September 30, 2024.

Revenue, Cost of Goods Sold, and Gross Profit

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue	$	2,915,081		$	2,705,461		$	8,360,116		$	7,652,813
Cost of Goods Sold		996,015			903,834			2,868,522			2,529,018
Gross Profit	$	1,919,066		$	1,801,627		$	5,491,594		$	5,123,795
Profit Margin		66	%		67	%		66	%		67	%

We experienced an 8% and 9% increase in revenue for the three and nine months ended September 30, 2025, respectively, as compared to the same periods ended September 30, 2024. The primary reason for the increase in revenue was due to continued higher sales of our Freedom Alert Mini units, launched in 2024 and our recently upgraded Guardian Alert 911 Plus.

Gross profit margin was 66% for the three months ended September 30, 2025, flat compared to the three months ended September 30, 2024. Gross profit margin was 67% for the nine months ended September 30, 2025, flat compared to the nine months ended September 30, 2024.

Operating Expenses

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
Operating Expenses	2025		2024		2025		2024
Direct operating cost	$	370,384	$	359,044	$	1,064,462	$	1,010,624
Advertising costs		71,427		114,795		292,412		402,229
Selling and marketing		852,298		599,306		2,072,646		1,792,337
Research and development		161,441		96,650		455,045		404,108
General and administrative		1,683,594		1,727,550		6,263,347		5,609,510
Other expense		11,331		101,013		75,366		254,770
Depreciation and amortization		504,955		402,821		1,498,426		1,126,346
Total Expenses	$	3,655,430	$	3,401,179	$	11,721,704	$	10,599,924

Direct Operating Cost

The $11.3 thousand and $53.8 thousand increase in direct operating cost for the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024, was primarily driven by an increase in personnel wages.

Advertising Costs

The $43.4 thousand and $0.1 million decrease in advertising costs for the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024, was primarily driven by the reduction in the cost of advertising related to the continued shift away from sales to the business-to-consumer channel and towards sales thru the business-to-business channel.

Selling and Marketing

The $0.3 million and $0.3 million increase in selling and marketing expenses for the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024, was driven by an increase in personnel costs, specifically the hiring of the new Senior Vice President of Sales and Vice President of Business Development.

Research and Development

The $64.8 thousand and $50.9 thousand increase in research and development costs for the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024, was primarily driven by an increase in personnel wages.

General and Administrative

The $44.0 thousand decrease in general and administrative expense for the three months ended September 30, 2025 compared to the same period ended September 30, 2024, was primarily driven by a decrease in stock compensation due to fully vested stock options. The $0.7 million increase in general and administrative expenses for the nine months ended September 30, 2025 compared to the same period ended September 30, 2024, was primarily driven by higher consulting costs and legal fees.

Other Expense

The $89.7 thousand and $0.2 million decrease in other expenses for the three and nine months ended September 30, 2025, respectively, compared to the same periods ended September 30, 2024, was primarily driven by higher severance costs in 2024 compared to 2025.

Other Income

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2025			2024		2025		2024
Other Income
Interest income	$	138,928		$	41,109	$	317,791	$	134,286
Other (expense) income	$	(28,069	)	$	39,638	$	43,156	$	39,638
Total Other Income	$	110,859		$	80,747	$	360,947	$	173,924

During each of the three and nine months ended September 30, 2025 and 2024, the Company recorded other income, which was driven by the generation of interest income from its cash balances. During the nine months ended September 30, 2025 and 2024, the Company recognized the receipt of a $0.1 million and a $39.6 thousand refund from the Internal Revenue Service in connection with its application of an employee retention credit for businesses. During the nine months ended September 30, 2025, the employee retention credit was offset by the write-off of the prepaid annual registration fee related to the de-listing of the Common Stock from The Nasdaq Stock Market LLC.

Liquidity and Capital Resources

Sources of Liquidity

The Company generated an operating loss of $6.2 million, a net loss of $5.9 million and cash used in operations of $3.4 million for the nine months ended September 30, 2025. As of September 30, 2025, the Company had cash and cash equivalents of $4.1 million and $7.6 million investment in government securities. As of September 30, 2025, the Company had working capital of $11.0 million. During the nine months ended September 30, 2025, the Company received gross proceeds of $14.4 million from the issuance of Common Stock and warrants.

Given our cash and investment positions as of September 30, 2025, we believe we will have sufficient capital to sustain operations for at least twelve months from the date of the filing of our condensed financial statements. We may, if ever deemed necessary, raise funds in the future through equity or debt offerings to further accelerate the execution of our long-term strategic plan to develop and commercialize our new products.

Cash Flows

Cash Used in Operating Activities

During the nine months ended September 30, 2025, net cash used in operating activities was $3.4 million. During the nine months ended September 30, 2024, net cash used in operating activities was $3.3 million. Apart from the $2.5 million in depreciation, amortization and stock-based compensation, our primary ongoing uses of operating cash relate to payments to vendors, salaries and related expenses for our employees, consulting and professional fees. Our vendors and consultants generally provide us with normal trade payment terms (net 30).

Cash Used in Investing Activities

During the nine months ended September 30, 2025, we invested $1.1 million in product development and software development and purchased $7.5 million in government securities. During the nine months ended September 30, 2024, we purchased $23.2 thousand in equipment and website development costs and invested $1.0 million in product development and software development.

Cash Provided by Financing Activities

	Nine Months Ended September 30,
	2025			2024
Cash Flows from Financing Activities
Proceeds from sale of common stock and warrants	$	14,377,835		$	4,492,198
Fees paid in connection with equity offerings		(1,830,459	)		(772,580	)
Common stock withheld to pay taxes		-			(4,235	)
Proceeds from exercise of warrants for common stock		22,147			8,220
Series C redeemable preferred stock dividends		(225,000	)		(225,000	)
Net Cash Provided by Financing Activities	$	12,344,523		$	3,498,603

During the nine months ended September 30, 2025, we completed a registered public offering of units and pre-funded units, consisting of Common Stock, warrants and pre-funded warrants, whereby we received gross proceeds of $14.4 million. The Company also received gross proceeds from the exercise of all Pre-Funded Warrants of $22.1 thousand. The February Offering and the exercise of Pre-funded Warrants resulted in a total of $1.8 million in fees incurred. During the nine months ended September 30, 2024, we completed a registered public offering of units and pre-funded units, consisting of common stock, warrants and pre-funded warrants, whereby we received gross proceeds of $4.5 million and paid fees of $0.8 million. During the nine months ended September 30, 2025 and 2024, we paid Series C Redeemable Preferred Stock dividends amounting to $0.2 million each period.

Impact of Inflation and Tariffs

We believe that our business has been modestly impacted by inflationary trends during the past three fiscal years. However, recent activity by the U.S. administration concerning tariffs will likely increase our cost of fulfilment in the remainder of fiscal year 2025. Should inflation continue to be a factor in the worldwide economy, it may increase the cost of purchasing products from our contract manufacturers in Asia, as well as the cost of certain raw materials, component parts and labor used in the production of our products. It is uncertain what impact new or existing tariffs, trade restrictions or retaliatory actions may have on us, the PERS industry or our customers. An escalation in trade tensions or the implementation of broader tariffs, trade restrictions or retaliatory measures on our products or components originating from countries outside the U.S. could adversely impact our ability to source necessary components, manufacture products at competitive cost, or sell our products at prices customers are willing to pay. We have been able to maintain our profit margins through higher productivity, better supply chain management, efficiency improvements, transferring much of our contract manufacturing from China and Hong Kong to Taiwan, and through other cost reduction programs.

Off Balance Sheet Arrangements

We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materially exposed to any financing, liquidity, market, or credit risk that could arise if we had engaged in such relationships.

Critical Accounting Policies

There were no significant changes to our critical accounting policies and estimates during the three and nine months ended September 30, 2025, from those disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

We are not required to provide the information required by this Item 3 as we are a smaller reporting company.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we are required to perform an evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of September 30, 2025. Management has concluded that our disclosure controls and procedures were effective as of September 30, 2025 to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There were no changes in the Company’s internal control over financial reporting that occurred during the three months ended September 30, 2025 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

Limitations of the Effectiveness of Internal Control

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple errors. Additionally, controls can be circumvented by the individual acts of a person, by collusion of two or more people, or by management override of the control. The design of any system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

From time to time, we may become subject to legal proceedings, claims, or litigation arising in the ordinary course of business. We are not presently a party to any other legal proceedings that in the opinion of our management, if determined adversely to us, would individually or taken together have a material adverse effect on our business, operating results, financial condition, or cash flows.

Item 1A. Risk Factors

As a smaller reporting company, we are not required to provide the information required by this item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On July 1, 2025, the Company granted 13,336 fully vested stock options to four non-employee directors under the Company’s 2023 Stock Incentive Plan (“2023 Plan”), all at an exercise price of $3.00 per share, in consideration for services provided to the Company.

The sale and the issuance of the foregoing securities were offered and sold in reliance upon the exemption from registration pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not involving any public offering. No underwriter participated in the offer and sale of these securities, no commission or other remuneration was paid or given directly or indirectly in connection therewith, and there was no general solicitation or advertising for securities issued in reliance upon such exemption.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit
Number		Description
31.1*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

	LogicMark, Inc.

Date: November 13, 2025	By:	/s/ Chia-Lin Simmons
		Chia-Lin Simmons
		Chief Executive Officer
		(Principal Executive Officer)

Date: November 13, 2025	By:	/s/ Mark Archer
		Mark Archer
		Chief Financial Officer
		(Principal Financial Officer)

Date: November 13, 2025	By:	/s/ Erica Torres
		Erica Torres
		Vice President Corporate Controller
		(Principal Accounting Officer)

SEC Form 10-Q filed by LogicMark Inc.