LogicMark, Inc. Announces Adoption of Shareholder Rights Agreement

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LogicMark, Inc.
LogicMark, Inc.

LOUISVILLE, Ky., Nov. 01, 2024 (GLOBE NEWSWIRE) -- LogicMark, Inc. (Nasdaq: LGMK), (“LogicMark” or the “Company”), a provider of personal safety, emergency response systems (PERS), health communications devices, and technology for the growing care and safety economy, today announced that it has entered into a Rights Agreement with Nevada Agency and Transfer Company (the “Rights Agreement”) to protect shareholder rights and long-term shareholder value.

This decision has been taken in response to recent actions by Winvest Investment Fund Management Corp. (“Winvest”), which recently disclosed in public filings with the U.S. Securities and Exchange Commission (“SEC”) that it (i) purportedly owns approximately 67% of LogicMark's common stock (“Common Stock”) and (ii) attempted to implement significant changes to the Company's bylaws by written consent (the “Winvest Consent”), including the replacement of certain members of LogicMark’s Board of Directors (the “Board”).

As reported in the Schedule 13D amendment filed by Winvest with the SEC on October 30, 2024, the Company delivered a cease and desist letter to Winvest on October 29, 2024, informing Winvest that the disclosure of its beneficial ownership in its public filings was materially inaccurate and that Winvest’s attempted actions described in the Winvest Consent violated state and federal law because it was not the holder of a majority of the Company’s voting stock. To date, Winvest’s only response via counsel has been that it does not agree with the Company’s assessment and that it would proceed accordingly.

Chia-Lin Simmons, President and Chief Executive Officer of LogicMark, commented, "Following a Board meeting held on October 30, 2024, LogicMark's Board, in consultation with its legal advisors, determined that under the circumstances, immediately implementing a Rights Agreement would best serve the long-term interests of the Company and its shareholders by preventing actions by Winvest, which the Board believes would undermine shareholder value.

The Rights Agreement aims to safeguard LogicMark's independence against Winvest’s recent actions and others who may attempt to assume control of the Company while maintaining the flexibility for potential future partnerships or acquisitions that align with long-term shareholder value."

The Board and management believe that the adoption of the Rights Agreement provides several benefits to LogicMark shareholders, including the following:

  • Commitment to Long-Term Stability: The Board's adoption of the Rights Agreement shows a dedication to safeguarding shareholders' interests, focusing on the Company's stability and growth. It also indicates that the Board considers unsolicited takeover attempts as potentially risky to shareholder value.