| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
LogicMark, Inc. (Name of Issuer) |
Common Stock, $0.0001 par value (Title of Class of Securities) |
67091J602 (CUSIP Number) |
02/18/2025 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
 Rule
13d-1(c) |
| Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 67091J602 |
| 1 | Names of Reporting Persons BIGGER CAPITAL FUND L P | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
SCHEDULE 13G |
| CUSIP No. | 67091J602 |
| 1 | Names of Reporting Persons Bigger Capital Fund GP, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization DELAWARE | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) OO |
SCHEDULE 13G |
| CUSIP No. | 67091J602 |
| 1 | Names of Reporting Persons Bigger Michael | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization UNITED STATES | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 490,000.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 9.78 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) IN |
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: LogicMark, Inc. | |
| (b) | Address of issuer's principal executive
offices: 2801 Diode Lane, Louisville, KY 40299 | |
| Item 2. | ||
| (a) | Name of person filing: Bigger Capital Fund, LP ("Bigger Capital")
Bigger Capital Fund GP, LLC ("Bigger GP")
Michael Bigger
Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." | |
| (b) | Address or principal business office or, if
none, residence: Bigger Capital Fund, LP
11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135
Bigger Capital Fund GP, LLC
11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135
Michael Bigger
11700 W Charleston Blvd. 170-659
Las Vegas, NV 89135 | |
| (c) | Citizenship: Bigger Capital Fund, LP
Delaware
Bigger Capital Fund GP, LLC
Delaware
Michael Bigger
USA | |
| (d) | Title of class of securities: Common Stock, $0.0001 par value | |
| (e) | CUSIP No.: 67091J602 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: As of the close of business on February 18, 2025, Bigger Capital beneficially owned 490,000 shares of Common Stock. Does not consist of: (i) 4,391,350 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to a 9.99% beneficial ownership limitation, (ii) 4,881,350 shares issuable upon the exercise of Series C Warrants, the exercise of which is subject to a 4.99% beneficial ownership limitation, and (iii) 4,881,350 shares issuable upon the exercise of Series D Warrants, the exercise of which is subject to a 4.99% beneficial ownership limitation.
The percentage set forth on Row (11) of the cover page for the reporting person is based on 5,006,474 shares of Common Stock outstanding immediately after the offering based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities Exchange Commission on February 18, 2025.
Bigger GP, as the general partner of Bigger Capital, may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP may be deemed to beneficially own the Issuer's securities described herein.
Mr. Bigger, as the managing member of Bigger GP, the general partner of Bigger Capital, may be deemed to beneficially own the 490,000 shares of Common Stock beneficially owned by Bigger Capital. Does not consist of: (i) 4,391,350 shares issuable upon the exercise of Pre-Funded Warrants, the exercise of which is subject to a 9.99% beneficial ownership limitation, (ii) 4,881,350 shares issuable upon the exercise of Series C Warrants, the exercise of which is subject to a 4.99% beneficial ownership limitation, and (iii) 4,881,350 shares issuable upon the exercise of Series D Warrants, the exercise of which is subject to a 4.99% beneficial ownership limitation.
The foregoing should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of any shares of Common Stock owned by another Reporting Person or any other person. Each of Bigger GP and Mr. Bigger disclaims beneficial ownership of the shares of Common Stock beneficially owned by Bigger Capital. The filing of this statement shall not be construed as an admission that any such person or entity is the beneficial owner of any such securities.
Regarding Item 5 below, subsequent to February 18, 2025, the Reporting Person sold Common Stock, including Common Stock issuable upon exercise of Pre-Funded Warrants and accordingly, the Reporting Person as of February 27, 2025, does not own any securities of the Issuer (other than shares of Common Stock issuable upon exercise of Series C and Series D Warrants, the exercise of which are subject to a 4.99% beneficial ownership limitation) and will not be amending this Schedule 13G. | |
| (b) | Percent of class: The following percentages are based on 5,006,474 shares of Common Stock outstanding immediately after the offering based upon the Issuer's Prospectus filed under Rule 424(b)(4) with the Securities Exchange Commission on February 18, 2025.
As of the close of business on February 18, 2025, (i) each of Bigger Capital and Bigger GP may be deemed to beneficially own 9.78% of the outstanding shares of Common Stock, and (ii) Mr. Bigger may be deemed to beneficially own approximately 9.78% of the outstanding shares of Common Stock. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the
vote: See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
|
Ownership of 5 percent or less of a class | ||
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so
indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of
each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or
§240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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