LogicMark(LGMK) - 2025 Q2 - Quarterly Report

PART I. FINANCIAL INFORMATION This part presents LogicMark's unaudited condensed financial statements and management's discussion and analysis for the periods ended June 30, 2025 Item 1. Condensed Financial Statements (Unaudited) This section presents LogicMark's unaudited condensed financial statements and comprehensive notes for the periods ended June 30, 2025, and December 31, 2024 Condensed Balance Sheets The condensed balance sheets show a significant increase in total assets and stockholders' equity as of June 30, 2025, compared to December 31, 2024, primarily driven by a substantial rise in current assets, including investments in government securities | Metric | June 30, 2025 | December 31, 2024 | Change | | :-------------------------------- | :-------------- | :---------------- | :----- | | Total Current Assets | $14,492,939 | $5,336,905 | +171.5% | | Total Assets | $23,451,950 | $14,221,337 | +64.9% | | Total Current Liabilities | $1,922,327 | $2,028,832 | -5.3% | | Total Liabilities | $2,248,555 | $2,028,832 | +10.8% | | Total Stockholders' Equity | $19,396,095 | $10,385,205 | +86.8% | Condensed Statements of Operations LogicMark reported increased revenues and gross profit for both the three and six months ended June 30, 2025, compared to the prior year, though operating and net losses also increased despite a significant reduction in net loss per share due to a substantial increase in weighted average common shares outstanding | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (6M) | | :------------------------------------- | :--------------------------- | :--------------------------- | :-------------- | :--------------------------- | :--------------------------- | :-------------- | | Revenues | $2,853,210 | $2,336,268 | +22.1% | $5,445,035 | $4,947,351 | +10.1% | | Gross Profit | $1,927,300 | $1,554,950 | +23.9% | $3,572,528 | $3,322,168 | +7.5% | | Operating Loss | $(2,132,414) | $(2,070,882) | +3.0% | $(4,493,748) | $(3,876,577) | +15.9% | | Net Loss | $(2,052,672) | $(2,038,857) | +0.7% | $(4,243,658) | $(3,783,400) | +12.1% | | Net Loss Attributable to Common Stockholders | $(2,127,672) | $(2,113,857) | +0.6% | $(4,393,658) | $(3,933,400) | +11.7% | | Net Loss Per Share - Basic and Diluted | $(0.00) | $(24.12) | -100.0% | $(0.02) | $(45.30) | -99.96% | | Weighted Average Common Shares Outstanding | 549,767,010 | 87,630 | +627,390% | 283,971,707 | 86,824 | +327,080% | Condensed Statements of Changes in Stockholders' Equity Stockholders' equity significantly increased by $9.0 million from January 1, 2025, to June 30, 2025, primarily driven by a substantial increase in common stock shares and additional paid-in capital resulting from equity offerings and warrant exercises, despite an increase in accumulated deficit | Metric | Balance - January 1, 2025 | Balance - June 30, 2025 | Change | | :------------------------------------- | :------------------------ | :---------------------- | :----- | | Preferred Stock Shares | 106,953 | 106,333 | -620 | | Preferred Stock Amount | $791,245 | $319,000 | -$472,245 | | Common Stock Shares | 2,397,794 | 576,305,099 | +573,907,305 | | Common Stock Amount | $240 | $57,632 | +$57,392 | | Additional Paid-in Capital | $118,758,356 | $132,427,757 | +$13,669,401 | | Accumulated Deficit | $(109,164,636) | $(113,408,294) | -$4,243,658 | | Total Stockholders' Equity | $10,385,205 | $19,396,095 | +$9,010,890 | - Significant increase in common stock shares and additional paid-in capital primarily due to the February 2025 public offering, warrant exercises, and conversion of Series H preferred stock[14][67][71][78] Condensed Statements of Cash Flows LogicMark experienced a substantial increase in cash provided by financing activities for the six months ended June 30, 2025, primarily from equity offerings, which offset increased cash used in investing activities due to government securities purchases, resulting in a net increase in cash and cash equivalents, contrasting with a decrease in the prior year | Cash Flow Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change | | :------------------------------------- | :--------------------------- | :--------------------------- | :--------- | | Net Cash Used in Operating Activities | $(2,660,354) | $(2,618,603) | +1.6% | | Net Cash Used in Investing Activities | $(8,609,415) | $(566,833) | +1419.0% | | Net Cash Provided by (Used in) Financing Activities | $12,476,813 | $(252,913) | +5033.9% | | Net Increase (Decrease) in Cash and Cash Equivalents | $1,207,044 | $(3,438,349) | +135.1% | | Cash and Cash Equivalents - End of Period | $5,013,959 | $2,959,815 | +69.4% | - The significant increase in cash provided by financing activities in 2025 was primarily due to proceeds from the sale of common stock and warrants ($14.4 million) from the February Offering[18][141] - Increased cash used in investing activities in 2025 was largely driven by the purchase of $8.0 million in government securities[18][140] Notes to Condensed Financial Statements The Notes to Condensed Financial Statements provide detailed explanations and disclosures supporting the unaudited financial statements, covering the Company's business activities, liquidity, accounting policies, financial instrument valuations, equity transactions, stock incentive plans, commitments, segment reporting, and subsequent events NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITIES LogicMark, Inc. provides personal emergency response systems (PERS), health communications devices, and Internet of Things technology that creates a connected care platform, with products sold direct-to-consumer, to retailers/resellers, and to the U.S. Veterans Health Administration (VHA), and its common stock transitioned to OTC Markets Group Inc. under the symbol 'LGMK' effective June 2, 2025 - LogicMark operates in one segment, providing PERS, health communications devices, and IoT technology for connected care, enabling independent aging and remote monitoring[20][123] - Products are sold direct-to-consumer via e-commerce and Amazon, to retailers/resellers, and directly to the United States Veterans Health Administration (VHA)[20][123] - Effective June 2, 2025, the Company's common stock transitioned from the Nasdaq Capital Market to the OTC Markets Group Inc. under the symbol 'LGMK'[21] NOTE 2 - LIQUIDITY AND MANAGEMENT PLANS LogicMark reported an operating loss of $4.5 million, a net loss of $4.2 million, and cash used in operations of $2.7 million for the six months ended June 30, 2025, but had $5.0 million in cash and $8.0 million invested in government securities, with working capital increasing significantly to $12.6 million from $3.3 million at year-end 2024, and the Company believes it has sufficient capital for at least one year and may seek future equity or debt offerings Metric (Six Months Ended June 30, 2025) | Metric (Six Months Ended June 30, 2025) | Amount | | :-------------------------------------- | :----- | | Operating Loss | $(4.5) million | | Net Loss | $(4.2) million | | Cash Used in Operations | $(2.7) million | Metric (As of June 30, 2025) | Metric (As of June 30, 2025) | Amount | | :--------------------------- | :----- | | Cash and Cash Equivalents | $5.0 million | | Investments (Government Securities) | $8.0 million | | Working Capital | $12.6 million | - Working capital increased significantly from $3.3 million as of December 31, 2024, to $12.6 million as of June 30, 2025[22] - Management believes the Company has sufficient capital to sustain operations for a period of at least one year and may also raise funds through equity or debt offerings in the future[23] NOTE 3 - BASIS OF PRESENTATION The unaudited condensed financial statements are prepared in accordance with U.S. GAAP and SEC interim reporting rules, reflecting normal recurring adjustments, with interim results not indicative of future periods, and net loss per share and share data for June 30, 2024, retroactively adjusted for a 1-for-25 reverse stock split that occurred on November 18, 2024 - Financial statements are unaudited and prepared under U.S. GAAP and SEC interim reporting rules, with adjustments considered necessary for fair statement[24] - Net loss per share and share data for the three and six months ended June 30, 2024, were retroactively adjusted to reflect a 1-for-25 reverse stock split on November 18, 2024[25] NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES This section outlines LogicMark's significant accounting policies, including the use of estimates, classification of cash and investments, credit risk concentrations, revenue recognition for product sales and subscription services, inventory valuation, and accounting for long-lived assets, goodwill, other intangibles, stock-based compensation, and R&D costs, also noting recent accounting pronouncements USE OF ESTIMATES IN THE CONDENSED FINANCIAL STATEMENTS Management uses estimates and assumptions in preparing financial statements, affecting reported amounts of assets, liabilities, revenues, and expenses, with key estimates including fair value of acquired assets/liabilities, stock-based compensation, income taxes, credit losses, long-lived assets, and inventory, where actual results could differ from these estimates - Management's estimates include fair value of acquired assets/liabilities, stock-based compensation, income taxes, allowance for credit losses, long-lived assets, financial instruments, inventories, and useful lives of assets[28] CASH AND CASH EQUIVALENTS Cash equivalents are highly liquid securities with original maturities of three months or less, carried at cost which approximates fair value, and as of June 30, 2025, cash equivalents were $4.6 million, up from $2.7 million at December 31, 2024 | Metric | June 30, 2025 | December 31, 2024 | | :--------------- | :-------------- | :---------------- | | Cash Equivalents | $4.6 million | $2.7 million | INVESTMENTS Investments primarily consist of U.S. government securities, classified as available for sale, with those having original maturities between three months and one year classified as short-term, and as of June 30, 2025, the Company held $8.0 million in U.S. government securities - Investments are primarily in U.S. government securities, classified as available for sale[30] U.S. Government Securities | Metric | June 30, 2025 | | :-------------------------- | :-------------- | | U.S. Government Securities | $8.0 million | CONCENTRATIONS OF CREDIT RISK The Company's financial instruments, mainly cash, cash equivalents, and investments, are subject to credit risk, with balances held in large, well-established U.S. financial institutions, and may at times exceed Federal Deposit Insurance Corporation (FDIC) insurance limits - Financial instruments, principally cash, cash equivalents, and investments, are subject to concentrations of credit risk[31] - Cash balances are maintained in large U.S. financial institutions and may at times exceed FDIC insurance limits[31] REVENUE RECOGNITION Revenue is recognized from product sales and subscription services, often with multiple performance obligations, where product sales are recognized at a point in time, typically upon shipment or customer acceptance, with most prepaid contracts from the VHA, and subscription services revenue is recognized over time, with new offerings combining leased products with monthly subscriptions recognized under ASC 606 based on the predominant non-lease component - Revenue is derived from contracts with customers, primarily purchase orders, for product and subscription services[32] - Product sales are recognized at a point in time (shipment or destination arrival), with most prepaid contracts from the VHA[32] - Subscription services revenue is recognized over time, and for new offerings combining leased products with monthly subscriptions, revenue is recognized under ASC 606 based on the predominant non-lease component[34][35] Sales Recognized Over Time | Sales Recognized Over Time | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :------------------------- | :--------------------------- | :--------------------------- | | Amount | $0.1 million | $0.2 million | SALES TO DEALERS AND RESELLERS The Company maintains a reserve for estimated future price adjustments, claims, and returns from sales to dealers and resellers, recorded as a reduction to revenue and cost of goods sold, with these reserves being immaterial as of June 30, 2025, and December 31, 2024 - A reserve for unprocessed and estimated future price adjustments, claims, and returns is maintained as a refund liability, recorded as a reduction to revenue and cost of goods sold[37] - These reserves were not material as of June 30, 2025, and December 31, 2024[37] SHIPPING AND HANDLING Amounts billed to customers for shipping and handling are included in revenues, while the related freight charges incurred by the Company are included in cost of goods sold and were $60.9 thousand and $0.1 million for the three and six months ended June 30, 2025, respectively - Shipping and handling billed to customers are part of revenues; freight charges incurred are part of cost of goods sold[38] Freight Charges | Freight Charges | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :-------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amount | $60.9 thousand | $0.1 million | $66.5 thousand | $0.1 million | ACCOUNTS RECEIVABLE - NET Accounts receivable are primarily from prepaid shipments to VHA hospitals and clinics, with limited trade credit to dealers and resellers, and the Company reviews balances and adjusts the allowance for credit losses as needed, which was immaterial as of June 30, 2025, and December 31, 2024 - Revenues are primarily from prepaid shipments to VHA, with modest trade credit terms for dealers and resellers[39] - Allowance for credit losses was immaterial as of June 30, 2025, and December 31, 2024[40] DEFERRED REVENUE Deferred revenue represents amounts invoiced but not yet recognized as revenue because performance obligations are not satisfied, largely for subscription services, with total deferred revenue of $417.6 thousand as of June 30, 2025, of which $400.0 thousand was current, and the Company recognized $56.7 thousand and $0.1 million in sales from prior deferred revenue balances for the three and six months ended June 30, 2025, respectively - Deferred revenue primarily consists of advance invoices for subscription services where performance obligations have not yet been satisfied[42] Deferred Revenue (June 30, 2025) | Deferred Revenue (June 30, 2025) | Amount | | :------------------------------- | :----- | | Current | $400,026 | | Non-current | $17,534 | | Total | $417,560 | Sales Recognized from Prior Deferred Revenue | Sales Recognized from Prior Deferred Revenue | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :----------------------------------------- | :--------------------------- | :--------------------------- | | Amount | $56.7 thousand | $0.1 million | INVENTORY Inventory is measured at the lower of cost or net realizable value using the first-in, first-out (FIFO) method, with the Company regularly reviewing inventory for excess, obsolescence, and slow-moving items, adjusting carrying values as needed, and as of June 30, 2025, finished goods inventory was $0.7 million, down from $0.9 million at December 31, 2024, with prepayments for inventory at $0.3 million - Inventory is valued at the lower of cost or net realizable value using the FIFO method[44] Inventory (Finished Goods) | Inventory (Finished Goods) | June 30, 2025 | December 31, 2024 | | :------------------------- | :-------------- | :---------------- | | Amount | $0.7 million | $0.9 million | Inventory Prepayments | Inventory Prepayments | June 30, 2025 | December 31, 2024 | | :-------------------- | :-------------- | :---------------- | | Amount | $0.3 million | $0.4 million | LONG-LIVED ASSETS Long-lived assets, including property, equipment, and other intangibles, are evaluated for impairment when circumstances suggest their carrying value may not be recoverable, with impairment tests for definite-lived assets comparing undiscounted future cash flows to carrying value, and a write-down to fair value recorded if not recoverable, while management's cash flow estimates are subject to various risks - Long-lived assets are evaluated for impairment when events or changes in circumstances indicate carrying value may not be recoverable[47] - Impairment tests compare undiscounted future cash flows to carrying value; if not recoverable, a write-down to fair value is recorded[47] PROPERTY AND EQUIPMENT Property and equipment consisting of equipment, furniture, fixtures, and website are stated at cost, with additions and improvements capitalized, while repairs and maintenance are expensed, and depreciation is provided using the straight-line method over estimated useful lives ranging from 3 to 5 years - Property and equipment are stated at cost, with additions capitalized and repairs expensed[49] Asset Category Useful Life | Asset Category | Estimated Useful Life | | :------------- | :-------------------- | | 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 potential impairment, with the Company performing a qualitative assessment, which may be bypassed for a direct quantitative test using income, market, and adjusted balance sheet approaches, and no impairment indicators were noted as of June 30, 2025, and December 31, 2024 - Goodwill is reviewed annually for impairment, with a qualitative assessment or direct quantitative test[50] - No indicators of impairment were noted as of June 30, 2025, and December 31, 2024[50] OTHER INTANGIBLE ASSETS Other intangible assets, primarily from the 2016 LogicMark LLC acquisition, include patents, trademarks, and customer relationships, amortized using the straight-line method over their estimated useful lives (11, 20, and 10 years, respectively), totaling $1.8 million as of June 30, 2025, down from $2.2 million at December 31, 2024, with amortization expense for the six months ended June 30, 2025, at $0.4 million - Intangible assets from the 2016 LogicMark LLC acquisition include patents, trademarks, and customer relationships[51][52] Intangible Asset Values and Useful Lives | Intangible Asset | June 30, 2025 | December 31, 2024 | Useful Life | | :--------------- | :-------------- | :---------------- | :---------- | | Patents | $0.8 million | $0.9 million | 11 years | | Trademarks | $0.7 million | $0.7 million | 20 years | | Customer Relationships | $0.3 million | $0.5 million | 10 years | Amortization Expense | Amortization Expense | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | | :------------------- | :--------------------------- | :--------------------------- | | Amount | $0.2 million | $0.4 million | STOCK-BASED COMPENSATION The Company accounts for stock-based awards exchanged for employee services at the estimated grant date fair value and equity instruments issued to non-employees at their fair value on the measurement date, with stock-based compensation charges amortized over the vesting period or as earned and recorded in the same component of operating expenses as if paid in cash - Stock-based awards for employees are valued at grant date fair value; equity instruments for non-employees are valued at measurement date fair value[54] - Compensation charges are amortized over the vesting period or as earned and recorded in operating expenses[54] NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS PER SHARE Basic net loss per share is computed using the weighted average number of common shares outstanding, while diluted net loss per share includes the effect of diluted common stock equivalents, but potentially dilutive securities (stock options and warrants) were excluded for both periods ended June 30, 2025 and 2024, as their inclusion would have been anti-dilutive - Potentially dilutive securities (stock options and warrants) were excluded from diluted net loss per share calculations for both periods ended June 30, 2025 and 2024, due to their anti-dilutive effect[56] Potentially Dilutive Securities | Potentially Dilutive Securities | June 30, 2025 | June 30, 2024 | | :------------------------------ | :------------ | :------------ | | Stock Options | 2,148,548 | 6,819 | | Warrants | 159,107,959 | 73,983 | RESEARCH AND DEVELOPMENT AND PRODUCT AND SOFTWARE DEVELOPMENT COSTS Research and development costs are expensed as incurred until technological feasibility is established, after which development costs (software and hardware design) are capitalized until the product is available for general release, with the Company capitalizing $13.9 thousand in product development and $0.7 million in software development costs for the six months ended June 30, 2025, and amortization for these costs for the same period was $0.2 million and $0.3 million, respectively - R&D costs are expensed until technological feasibility is established, then development costs are capitalized until product release[57] Development Costs (6 Months Ended June 30, 2025) | Development Costs (6 Months Ended June 30, 2025) | Capitalized Amount | Amortization Expense | | :----------------------------------------------- | :----------------- | :------------------- | | Product Development Costs | $13.9 thousand | $0.2 million | | Software Development Costs | $0.7 million | $0.3 million | RECENT ACCOUNTING PRONOUNCEMENTS The Company is currently evaluating ASU 2024-03, 'Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures,' effective for annual periods beginning after December 15, 2026, to determine its impact, and management does not believe the adoption of ASU 2023-09, 'Improvements to Income Tax Disclosures,' effective for fiscal years beginning after December 15, 2024, will have a material impact on its financial statements - The Company is evaluating ASU 2024-03 (Expense Disaggregation Disclosures), effective for annual periods after December 15, 2026, for potential impact[58] - ASU 2023-09 (Improvements to Income Tax Disclosures), effective for fiscal years after December 15, 2024, is not expected to have a material impact[59] NOTE 5 - ACCRUED EXPENSES Accrued expenses decreased to $902.7 thousand as of June 30, 2025, from $1.05 million at December 31, 2024, with this reduction primarily driven by decreases in management incentives and professional fees, partially offset by a slight increase in merchant card fees | Accrued Expense Category | June 30, 2025 | December 31, 2024 | Change | | :----------------------- | :-------------- | :---------------- | :----- | | Salaries, payroll taxes and vacation | $200,509 | $201,691 | -$1,182 | | Merchant card fees | $22,161 | $15,728 | +$6,433 | | Professional fees | $125,152 | $140,150 | -$14,998 | | Management incentives | $300,000 | $420,000 | -$120,000 | | Lease liability | $43,714 | $51,841 | -$8,127 | | Development costs | $2,000 | $8,000 | -$6,000 | | Other | $209,200 | $215,891 | -$6,691 | | Total Accrued Expenses | $902,736 | $1,053,301 | -$150,565 | NOTE 6 - FAIR VALUE MEASUREMENTS The Company categorizes financial assets and liabilities measured at fair value into a three-level hierarchy based on input observability, with cash and accounts payable approximating fair value due to short maturities, and as of June 30, 2025, total assets measured at fair value were $12.5 million, including $4.6 million in Level 1 cash equivalents and $8.0 million in Level 2 U.S. government securities - Fair value measurements are categorized into a three-level hierarchy based on the observability of inputs[63][64] - Cash and accounts payable approximate fair value due to their short maturities[65] Assets Measured at Fair Value | Assets Measured at Fair Value | June 30, 2025 | December 31, 2024 | | :---------------------------- | :-------------- | :---------------- | | Cash equivalents (Level 1) | $4,563,626 | $2,719,866 | | U.S. government securities (Level 2) | $7,965,965 | $0 | | Total | $12,529,591 | $2,719,866 | NOTE 7 - STOCKHOLDERS' EQUITY AND REDEEMABLE PREFERRED STOCK This note details significant changes in stockholders' equity, including the February 2025 public offering that raised $14.4 million and led to substantial increases in common stock and warrants, also covering the November 2024 reverse stock split, the issuance and subsequent conversion/redemption of Series H and I Preferred Stock, the implementation of a Rights Agreement, the August 2024 public offering, and the characteristics of Series C Redeemable Preferred Stock and outstanding warrants February 2025 Public Offering In February 2025, LogicMark completed a public offering, selling units and pre-funded units for gross proceeds of approximately $14.4 million, which included common stock, Series C warrants, and Series D warrants, and by June 30, 2025, all Pre-Funded Warrants were exercised for 22,146,750 shares, and all Series D Warrants were exercised on a cashless basis for 549,151,875 shares of Common Stock, following an exercise price adjustment to $0.118 per warrant share - The February 2025 public offering generated gross proceeds of approximately $14.4 million[69] - By June 30, 2025, all Pre-Funded Warrants (22,146,750 shares) and Series D Warrants (549,151,875 shares on a cashless basis) were exercised[71] - The exercise price for Series C and D Warrants was adjusted to $0.118 per warrant share after stockholder approval[71] November 2024 Reverse stock split On November 18, 2024, the Company effected a 1-for-25 reverse stock split for its common stock and Series C preferred stock, which reduced outstanding common stock from approximately 11.9 million to 474.5 thousand shares and Series C preferred stock from 10 to 1 share, with all share data for prior periods retroactively adjusted to reflect this split - A 1-for-25 reverse stock split was effected on November 18, 2024, for common stock and Series C preferred stock[72] - Outstanding common stock reduced from approximately 11,863,537 shares to 474,541 shares, and Series C preferred stock from 10 shares to 1 share[72] - Net loss per share and all share data for prior periods (June 30, 2024) have been retroactively adjusted[73] Inducement Agreements and Issuance of New Preferred Stock In November 2024, LogicMark entered into Inducement Agreements, leading to the exercise of all Series B Warrants and the issuance of Series H Convertible Non-Voting Preferred Stock and Series I Non-Convertible Voting Preferred Stock, where the Series H Preferred Stock, initially convertible into Common Stock at $11.64, had its conversion price adjusted to $1.75 per share after the reverse stock split, and by June 30, 2025, all Series H and I Preferred Stock were converted or redeemed - Inducement Agreements in November 2024 led to the exercise of Series B Warrants and the issuance of Series H and Series I Preferred Stock[74][75] - Series H Preferred Stock was initially convertible at $11.64, adjusted to $1.75 per share after the November 2024 reverse stock split[77][78] - By June 30, 2025, all 1,000 shares of Series H Preferred Stock were converted into 161,780 shares of Common Stock, and all 1,000 shares of Series I Preferred Stock were redeemed[78] Rights Agreement On November 1, 2024, LogicMark entered into a Rights Agreement, entitling common stockholders to one Right per share if an 'Acquiring Person' (15% beneficial ownership) emerges without Board approval, with each Right exercisable for one one-hundredth of a Series G Non-Convertible Voting Preferred Stock share at $1.25, and the Series G Preferred Stock carries four votes per share and has a preferred liquidation payment, with the Rights expiring on November 1, 2027, unless extended, redeemed, or exchanged - A Rights Agreement was established on November 1, 2024, to protect against hostile takeovers, triggered by an 'Acquiring Person' obtaining 15% beneficial ownership without Board approval[80] - Each Right is exercisable for 1/100th of a Series G Preferred Stock share at $1.25, with Series G Preferred Stock carrying four votes per share and a preferred liquidation payment[80][82] - The Rights expire on November 1, 2027, unless extended, redeemed, or exchanged[80] August 2024 Public Offering In August 2024, LogicMark completed a public offering, raising approximately $4.5 million in gross proceeds from the sale of units and pre-funded units, which included common stock, Series A warrants, and Series B warrants, and by December 31, 2024, August Pre-Funded Warrants were exercised for 328,803 shares, and Series B Warrants for 1,526,573 shares on a cashless basis, with exercise prices and warrant shares adjusted due to the November 2024 reverse stock split and the February 2025 offering - The August 2024 public offering generated gross proceeds of approximately $4.5 million[83] - Proceeds were used for sales and marketing investments, working capital, and general corporate purposes[83] - By June 30, 2025, Series A Warrants had an adjusted exercise price of $0.118 per warrant share, with 36,965,965 shares underlying them, and 34,261 Series B Warrants remained outstanding[84] Series C Redeemable Preferred Stock LogicMark's Series C Redeemable Preferred Stock, authorized in May 2017, pays 15% annual cash dividends and is conditionally redeemable by the Company or automatically upon a 'fundamental change' event, classified as temporary equity due to the fundamental change provision not being solely within the issuer's control, with one share of Series C Preferred Stock carrying the same voting rights as one share of Common Stock - Series C Redeemable Preferred Stock pays 15% annual cash dividends[86] - It is conditionally redeemable by the Company or automatically upon a 'fundamental change' (e.g., 50% voting stock change, liquidation, delisting)[87][89] - Classified as temporary equity due to the fundamental change provision not being solely within the issuer's control[89] Warrants As of June 30, 2025, LogicMark had 159,107,959 warrants outstanding and exercisable, with a weighted average exercise price of $0.23 and a remaining life of 4.51 years, reflecting significant activity from the February Offering, including the issuance of 339.6 million warrants and the exercise of 22.1 million pre-funded warrants and 183.1 million Series D Warrants | Warrants Activity | Number of Warrants | Weighted Average Exercise Price | Weighted Average Remaining Life (Years) | | :------------------------------------- | :----------------- | :------------------------------ | :-------------------------------------- | | Outstanding and exercisable at Jan 1, 2025 | 2,599,276 | $8.46 | 4.53 | | Issued in connection with February Offering | 339,559,308 | $0.12 | 3.75 | | Issued pre-funded warrants | 22,146,750 | - | - | | Exercise of pre-funded warrants | (22,146,750) | - | - | | Exercise of Series D Warrants | (183,050,625) | $0.12 | - | | Outstanding and exercisable at June 30, 2025 | 159,107,959 | $0.23 | 4.51 | NOTE 8 - STOCK INCENTIVE PLANS This note details LogicMark's stock incentive plans, including the 2023 Plan, 2017 SIP, and 2013 LTIP, covering the issuance, forfeiture, and cancellation of stock options and restricted stock awards, as well as a stock option modification in 2025, with total stock-based compensation expense for the six months ended June 30, 2025, at $0.8 million 2023 Stock Incentive Plan Approved on March 7, 2023, the 2023 Stock Incentive Plan allows for the issuance of common stock, with a maximum limit of 15% of outstanding shares calculated quarterly, where forfeited, terminated, or cash-settled options become available again, but shares withheld for tax obligations are treated as issued - The 2023 Plan's maximum shares issuable is 15% of outstanding common stock, calculated quarterly[92] Maximum Shares Issuable Under 2023 Plan | Metric | As of June 30, 2025 | | :------------------------------------ | :------------------ | | Maximum shares issuable under 2023 Plan | 34,023,184 | Stock Options (2023 Plan) During the six months ended June 30, 2025, LogicMark issued 104,500 stock options to employees (vesting over four years) and 2,026,668 fully vested stock options to non-employee directors under the 2023 Plan, with exercise prices of $1.50 or $0.02 per share, and the aggregate fair value for director options was $74.3 thousand, with unrecognized compensation cost for non-vested options at $0.6 million as of June 30, 2025 - Issued 104,500 stock options to employees and 2,026,668 fully vested stock options to non-employee directors under the 2023 Plan during the six months ended June 30, 2025[93] - Exercise prices were $1.50 or $0.02 per share; aggregate fair value for director options was $74.3 thousand[93] Unrecognized Compensation Cost (Non-Vested Stock Options) | Metric | As of June 30, 2025 | | :------------------------------------ | :------------------ | | Unrecognized compensation cost (non-vested stock options) | $0.6 million | Restricted Stock (2023 Plan) For the six months ended June 30, 2025, 186,900 shares of restricted common stock were granted under the 2023 Plan to employees and consultants, vesting over four years, with the fair value of these grants at $0.3 million, and the unamortized compensation cost for all outstanding restricted stock at $0.4 million as of June 30, 2025 - 186,900 shares of restricted common stock were granted under the 2023 Plan during the six months ended June 30, 2025, vesting over four years[96] Restricted Stock (2023 Plan) | Restricted Stock (2023 Plan) | Amount | | :--------------------------- | :----- | | Fair value of granted stock | $0.3 million | | Unamortized compensation cost (June 30, 2025) | $0.4 million | Restricted Stock Awards | Restricted Stock Awards | Number of Shares | | :---------------------- | :--------------- | | Unvested balance at Jan 1, 2025 | 3,902 | | Granted | 186,900 | | Vested | (24,074) | | Unvested balance at June 30, 2025 | 166,728 | 2017 Stock Incentive Plan The 2017 Stock Incentive Plan (2017 SIP), approved August 24, 2017, limited shares to 10% of outstanding common stock, but was terminated on March 7, 2023, upon approval of the 2023 Plan, and no stock options or restricted stock were issued under this plan during the three and six months ended June 30, 2025 or 2024 - The 2017 SIP was terminated on March 7, 2023, upon approval of the 2023 Plan[100] - No stock options or restricted stock were issued under the 2017 SIP during the three and six months ended June 30, 2025 and 2024[101][102] Stock Options (2017 SIP) During the three and six months ended June 30, 2025, 150 stock options were cancelled under the 2017 SIP, and no stock options were issued under this plan during the reported periods - 150 stock options were cancelled under the 2017 SIP during the three and six months ended June 30, 2025[101] Restricted Stock (2017 SIP) No restricted stock awards were issued under the 2017 SIP during the three and six months ended June 30, 2025 or 2024, and the unamortized compensation cost for outstanding restricted stock under this plan was $54.7 thousand as of June 30, 2025 Restricted Stock (2017 SIP) | Restricted Stock (2017 SIP) | Number of Shares | | :-------------------------- | :--------------- | | Unvested balance at Jan 1, 2025 | 202 | | Vested | (134) | | Unvested balance at June 30, 2025 | 68 | Unamortized Compensation Cost (Outstanding Restricted Stock) | Metric | As of June 30, 2025 | | :------------------------------------ | :------------------ | | Unamortized compensation cost (outstanding restricted stock) | $54.7 thousand | 2013 Long-Term Stock Incentive Plan The 2013 Long-Term Stock Incentive Plan (2013 LTIP) expired on January 3, 2023, and no stock options were issued under this plan during the three and six months ended June 30, 2025 or 2024, but 330 stock options were cancelled in 2025 - The 2013 LTIP expired on January 3, 2023[104] - 330 stock options were cancelled under the 2013 LTIP during the three and six months ended June 30, 2025[105] Stock Option Modification During the six months ended June 30, 2025, LogicMark cancelled 1,130 outstanding stock options across its plans and granted 87,000 new stock options under the 2023 Plan with an exercise price of $1.50 per share, with this modification resulting in an incremental stock-based compensation expense of $69.4 thousand - 1,130 outstanding stock options were cancelled and 87,000 new stock options were granted under the 2023 Plan with a $1.50 exercise price during the six months ended June 30, 2025[107] Incremental Stock-Based Compensation Expense | Metric | Amount | | :------------------------------------ | :------------- | | Incremental stock-based compensation expense | $69.4 thousand | Stock-based Compensation Expense Total stock-based compensation expense for the three and six months ended June 30, 2025, was $0.4 million and $0.8 million, respectively, consistent with the prior year's periods | Stock-based Compensation Expense | 3 Months Ended June 30, 2025 | 6 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | 6 Months Ended June 30, 2024 | | :------------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Amount | $0.4 million | $0.8 million | $0.4 million | $0.8 million | NOTE 9 - COMMITMENTS AND CONTINGENCIES This note addresses LogicMark's legal matters and lease commitments, stating the Company is not currently involved in any legal proceedings that would materially adversely affect its business, and it leases warehouse space and equipment under operating leases, with a renewal signed in April 2025 for its Louisville fulfillment center, extending the term for 5 years from September 2025 with increasing monthly payments, and the Right of Use (ROU) asset value from this renewal was $0.3 million LEGAL MATTERS LogicMark is not currently a party to any legal proceedings, claims, or litigation that, if determined adversely, would have a material adverse effect on its business, operating results, financial condition, or cash flows - No pending or threatened legal actions are expected to have a material adverse effect on the Company's business or financial condition[109] COMMITMENTS (Leases) The Company leases warehouse space and equipment under operating leases, with a 5-year renewal for the Louisville fulfillment center signed in April 2025, effective September 1, 2025, with monthly payments increasing from $6.8 thousand to $7.3 thousand and an annual 3% increase thereafter, and the ROU asset value from this renewal was $0.3 million, with total operating lease cost for the six months ended June 30, 2025, at $41.2 thousand - A 5-year lease renewal for warehouse space and equipment was signed in April 2025, effective September 1, 2025[110][111] - The ROU asset value added from the renewal lease agreement was $0.3 million[111] Undiscounted Lease Payments | Lease Payments | 2025 (remaining) | 2026 | 2027 | 2028 | 2029 | Thereafter | Total | | :------------- | :--------------- | :--- | :--- | :--- | :--- | :--------- | :---- | | Undiscounted | $42,600 | $88,200 | $91,900 | $95,800 | $99,600 | $68,000 | $486,100 | Lease Metrics (As of June 30, 2025) | Lease Metrics (As of June 30, 2025) | Value | | :---------------------------------- | :---- | | Weighted Average Remaining Lease Term | 5.17 years | | Weighted Average Discount Rate | 13.00% | NOTE 10 - SEGMENT REPORTING LogicMark operates as a single reportable segment, with its Chief Executive Officer (CODM) managing operations and allocating resources on a consolidated basis, assessing performance and evaluating business results using consolidated statements of operations, with net loss attributable to common stockholders as the segment performance measure, and segment asset information is not used for resource allocation - The Company operates in one reportable segment, managed and evaluated on a consolidated basis by the CEO (CODM)[117] - Net loss attributable to common stockholders is the segment performance measure[117] NOTE 11 - SUBSEQUENT EVENTS Subsequent events include the enactment of the 'One Big Beautiful Bill Act' on July 4, 2025, which will impact U.S. tax code but is not expected to materially affect the Company's financial statements for the current reporting period, and additionally, on July 9, 2025, the Company filed certificates of withdrawal for its Series H and Series I Preferred Stock designations, as all shares had been converted or redeemed One Big Beautiful Bill The 'One Big Beautiful Bill Act,' enacted July 4, 2025, includes changes to the U.S. tax code, such as immediate recognition of R&D expenditures and 100% bonus depreciation, with no adjustments made to the June 30, 2025 financial statements, and the impact on deferred tax assets and liabilities is not expected to be material - The 'One Big Beautiful Bill Act' was enacted on July 4, 2025, restoring immediate R&D expenditure recognition and 100% bonus depreciation[119] - No adjustments were made to the June 30, 2025 financial statements, and the impact is not expected to be material[119] Certificates of Withdrawal On July 9, 2025, LogicMark filed certificates of withdrawal for its Series H and Series I Certificate of Designation, effectively eliminating and canceling these preferred stock designations, an action that followed the conversion of all 1,000 authorized Series H shares into Common Stock and the redemption of all 1,000 authorized Series I shares - Certificates of withdrawal for Series H and Series I Preferred Stock designations were filed on July 9, 2025[120] - All 1,000 authorized shares of Series H Preferred Stock had been converted into Common Stock, and all 1,000 authorized shares of Series I Preferred Stock had been redeemed prior to withdrawal[120] Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations This section provides management's perspective on LogicMark's financial condition and operational results for the three and six months ended June 30, 2025, compared to the prior year, covering revenue, cost of goods sold, gross profit, operating expenses, other income, liquidity, capital resources, cash flows, and the impact of inflation and tariffs, along with recent developments and critical accounting policies Overview LogicMark, Inc. specializes in personal emergency response systems (PERS), health communications devices, and IoT technology for connected care, aiming to help individuals age independently, with products sold through various channels, including direct-to-consumer, dealers, resellers, Amazon, and the U.S. Veterans Health Administration, and the Company holds a GSA contract for government distribution - LogicMark provides PERS, health communications devices, and IoT technology to enable independent living and remote monitoring[123] - Products are sold direct-to-consumer, through dealers/resellers, e-commerce (logicmark.com, Amazon), and directly to the U.S. Veterans Health Administration (VHA)[123] - The Company holds a contract with the U.S. General Services Administration that enables distribution to federal, state, and local governments[123] Recent Developments On July 9, 2025, LogicMark filed certificates of withdrawal for its Series H and Series I Certificate of Designation, as all shares of both preferred stock series had been converted into Common Stock or redeemed, effectively eliminating these designations - On July 9, 2025, LogicMark filed certificates of withdrawal for Series H and Series I Preferred Stock designations, as all shares had been converted or redeemed[124] Results of Operations LogicMark experienced revenue growth for the three and six months ended June 30, 2025, driven by new and upgraded products, with gross profit margins seeing a slight increase for the three-month period but a slight decrease for the six-month period due to higher monitoring service costs, and total operating expenses increased, primarily due to higher general and administrative costs, direct operating costs, and selling and marketing expenses, partially offset by reduced advertising and other expenses Revenue, Cost of Goods Sold, and Gross Profit LogicMark's revenue increased by 22% for the three months and 10% for the six months ended June 30, 2025, primarily due to higher sales of new and upgraded products, with gross profit margin rising to 68% for the three-month period due to a shift to higher-margin products but slightly decreasing to 66% for the six-month period due to increased monitoring service costs | Metric | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (6M) | | :----------------- | :--------------------------- | :--------------------------- | :-------------- | :--------------------------- | :--------------------------- | :-------------- | | Revenue | $2,853,210 | $2,336,268 | +22% | $5,445,035 | $4,947,351 | +10% | | Gross Profit | $1,927,300 | $1,554,950 | +23.9% | $3,572,528 | $3,322,168 | +7.5% | | Gross Profit Margin | 68% | 67% | +1 pp | 66% | 67% | -1 pp | - Revenue increase driven by higher sales of Freedom Alert Mini units (launched 2024) and upgraded Guardian Alert 911 Plus[127] - Six-month gross profit margin decreased due to increased costs for monitoring services for new monitored products[128] Operating Expenses Total operating expenses increased by $0.4 million (12%) for the three months and $0.9 million (12%) for the six months ended June 30, 2025, compared to the prior year, primarily due to higher general and administrative costs, direct operating costs, and selling and marketing expenses, partially offset by decreases in advertising and other expenses | Operating Expense Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (6M) | | :------------------------- | :--------------------------- | :--------------------------- | :-------------- | :--------------------------- | :--------------------------- | :-------------- | | Direct operating cost | $350,453 | $320,660 | +9.3% | $694,079 | $651,580 | +6.5% | | Advertising costs | $46,395 | $135,220 | -65.7% | $220,985 | $287,433 | -23.1% | | Selling and marketing | $703,249 | $605,493 | +16.1% | $1,220,348 | $1,193,031 | +2.3% | | Research and development | $138,115 | $133,556 | +3.4% | $293,604 | $307,458 | -4.6% | | General and administrative | $2,313,034 | $1,982,997 | +16.6% | $4,579,753 | $3,881,960 | +18.0% | | Other expense | $14,423 | $69,932 | -79.4% | $64,035 | $153,758 | -58.3% | | Depreciation and amortization | $494,045 | $377,974 | +30.7% | $993,472 | $723,525 | +37.3% | | Total Operating Expenses | $4,059,714 | $3,625,832 | +12.0% | $8,066,276 | $7,198,745 | +12.1% | - Direct operating cost increase driven by higher personnel and temporary help fees[130] - Advertising costs decreased due to a shift away from business-to-consumer and towards business-to-business sales channels[131] - Selling and marketing expenses increased due to sales recruitment and personnel to support the business-to-business channel[132] - General and administrative expenses rose due to higher consulting costs, legal fees, and other public company expenses[134] - Other expenses decreased significantly due to severance costs incurred in 2024 that were not incurred in 2025[135] Other Income Total other income increased significantly for both the three and six months ended June 30, 2025, primarily driven by higher interest income from cash balances, and for the six-month period, other income also benefited from a $0.1 million refund from the Internal Revenue Service (IRS) related to an employee retention credit, partially offset by a write-off of a prepaid registration fee | Other Income Category | 3 Months Ended June 30, 2025 | 3 Months Ended June 30, 2024 | YoY Change (3M) | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | YoY Change (6M) | | :-------------------- | :--------------------------- | :--------------------------- | :-------------- | :--------------------------- | :--------------------------- | :-------------- | | Interest income | $133,648 | $32,025 | +317.3% | $178,863 | $93,177 | +92.0% | | Other (expense) income, net | $(53,906) | $0 | N/A | $71,227 | $0 | N/A | | Total Other Income | $79,742 | $32,025 | +149.0% | $250,090 | $93,177 | +168.4% | - Six-month other income includes a $0.1 million IRS refund for an employee retention credit, offset by a prepaid registration fee write-off[136] Liquidity and Capital Resources LogicMark reported an operating loss of $4.5 million and a net loss of $4.2 million for the six months ended June 30, 2025, with $2.7 million cash used in operations, but its liquidity position improved significantly, with $5.0 million in cash and $8.0 million in government securities, and working capital increasing to $12.6 million, and management believes it has sufficient capital for at least 12 months and may seek further equity or debt financing for strategic initiatives, with cash flows seeing a substantial increase in financing activities due to a $14.4 million public offering, while investing activities increased due to government securities purchases Sources of Liquidity For the six months ended June 30, 2025, LogicMark had an operating loss of $4.5 million, a net loss of $4.2 million, and used $2.7 million in operating cash, but its liquidity improved with $5.0 million in cash and $8.0 million in government securities, and working capital increased to $12.6 million, and the Company believes it has sufficient capital for at least 12 months and may pursue future equity or debt offerings Metric (Six Months Ended June 30, 2025) | Metric (Six Months Ended June 30, 2025) | Amount | | :-------------------------------------- | :----- | | Operating Loss | $(4.5) million | | Net Loss | $(4.2) million | | Cash Used in Operations | $(2.7) million | Metric (As of June 30, 2025) | Metric (As of June 30, 2025) | Amount | | :--------------------------- | :----- | | Cash and Cash Equivalents | $5.0 million | | Investments (Government Securities) | $8.0 million | | Working Capital | $12.6 million | - Management believes the Company has sufficient capital to sustain operations for at least twelve months and may raise additional funds through equity or debt offerings[138] Cash Flows Cash used in operating activities remained stable at approximately $2.7 million for the six months ended June 30, 2025 and 2024, while cash used in investing activities significantly increased to $8.6 million in 2025, primarily due to $8.0 million in government securities purchases, and cash provided by financing activities dramatically shifted to $12.5 million in 2025, driven by $14.4 million gross proceeds from a public offering of common stock and warrants Cash Used in Operating Activities Net cash used in operating activities was $2.7 million for the six months ended June 30, 2025, a slight increase from $2.6 million in the prior year, with primary uses of cash including payments to vendors, salaries, and consulting/professional fees | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------- | :--------------------------- | :--------------------------- | | Net Cash Used in Operating Activities | $(2.7) million | $(2.6) million | - Primary ongoing uses of operating cash relate to payments to vendors, salaries and related expenses for employees, and consulting and professional fees[139] Cash Used in Investing Activities Net cash used in investing activities significantly increased to $8.6 million for the six months ended June 30, 2025, compared to $0.6 million in the prior year, primarily due to the purchase of $8.0 million in government securities, in addition to investments in product and software development | Metric | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :---------------------------- | :--------------------------- | :--------------------------- | | Net Cash Used in Investing Activities | $(8.6) million | $(0.6) million | - The increase in cash used in investing activities was primarily driven by the purchase of $8.0 million in government securities[140] - Investments also included $0.7 million in product and software development costs for the six months ended June 30, 2025[140] Cash Provided by (Used in) Financing Activities Net cash provided by financing activities dramatically increased to $12.5 million for the six months ended June 30, 2025, a significant shift from $0.3 million used in the prior year, primarily driven by $14.4 million in gross proceeds from a registered public offering of common stock and warrants, partially offset by $1.8 million in offering fees and $0.2 million in Series C preferred stock dividends | Financing Activity | 6 Months Ended June 30, 2025 | 6 Months Ended June 30, 2024 | | :------------------------------------- | :--------------------------- | :--------------------------- | | Proceeds from sale of common stock and warrants | $14,377,835 | $0 | | Fees paid in connection with equity offerings | $(1,773,169) | $(98,678) | | Proceeds from exercise of warrants | $22,147 | $0 | | Series C redeemable preferred stock dividends | $(150,000) | $(150,000) | | Net Cash Provided by (Used in) Financing Activities | $12,476,813 | $(252,913) | - The significant increase in cash from financing activities was primarily due to $14.4 million in gross proceeds from the February 2025 public offering[141] Impact of Inflation and Tariffs LogicMark believes its business has been modestly impacted by inflationary trends, but new U.S. tariffs could increase fulfillment costs in the remainder of fiscal year 2025, and continued inflation may raise costs for products from contract manufacturers in Asia, as well as raw materials, components, and labor, with the Company mitigating these impacts through productivity gains, supply chain management, efficiency improvements, and shifting manufacturing from China/Hong Kong to Taiwan - Business modestly impacted by inflation; new U.S. tariffs may increase fulfillment costs in 2025[142] - Mitigation strategies include higher productivity, better supply chain management, efficiency improvements, and transferring contract manufacturing to Taiwan[142] Off Balance Sheet Arrangements LogicMark has no relationships with unconsolidated entities or financial partnerships (e.g., structured finance or special purpose entities) for off-balance sheet arrangements, no undisclosed borrowings or debt, and has not entered into any synthetic leases, thus not materially exposed to related financing, liquidity, market, or credit risks - The Company has no off-balance sheet arrangements, undisclosed borrowings, debt, or synthetic leases[143] - Not materially exposed to financing, liquidity, market, or credit risk that could arise from such relationships[143] Critical Accounting Policies There were no significant changes to LogicMark's critical accounting policies and estimates during the three and six months ended June 30, 2025, from those disclosed in its Annual Report on Form 10-K for the year ended December 31, 2024 - No significant changes to critical accounting policies and estimates during the three and six months ended June 30, 2025[144] Item 3. Quantitative and Qualitative Disclosures About Market Risk As a smaller reporting company, LogicMark is not required to provide the quantitative and qualitative disclosures about market risk typically mandated by this Item - As a smaller reporting company, LogicMark is exempt from providing quantitative and qualitative disclosures about market risk[145] Item 4. Controls and Procedures This section details LogicMark's evaluation of its disclosure controls and procedures and internal control over financial reporting, with management concluding that disclosure controls were effective as of June 30, 2025, providing reasonable assurance for timely and accurate reporting, and no material changes to internal control over financial reporting occurred during the quarter, while the Company acknowledges inh