Correspondence 0001213900-25-010130 from LogicMark, Inc. (LGMK) (CIK 0001566826) (LGMK)
LogicMark, Inc. (LGMK) (CIK 0001566826)
Date: Feb. 4, 2025 · CIK: 0001566826 · Accession: 0001213900-25-010130
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File numbers found in text: 333-284135
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CORRESP
1
filename1.htm
Roth
Capital Partners, LLC
888
San Clemente Drive, Suite 400
Newport
Beach, CA 92660
February
4, 2025
VIA
EDGAR CORRESPONDENCE
U.S.
Securities and Exchange Commission
Division
of Corporation Finance
Office
of Industrial Applications and Services
100
F Street, N.E.
Washington, D.C. 20549
Re:
LogicMark,
Inc.
Registration Statement on Form S-1/A, as amended
File
No. 333-284135
Ladies
and Gentlemen:
Reference
is made to our letter, filed as correspondence via EDGAR on January 31, 2025, in which we, as placement agent for LogicMark, Inc.’s
(the “Company’s”) proposed public offering, joined the Company’s request for acceleration of the effective date
of the above-referenced Registration Statement for February 4, 2025 at 5:00 p.m., Eastern Time. The Company is no longer requesting that
such Registration Statement be declared effective at this time and we hereby formally withdraw our request for acceleration of the effective
date.
In
addition, pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”),
we, the placement agent, hereby request that the Securities and Exchange Commission (the “Commission”) take appropriate action
to cause the above-referenced Registration Statement to become effective at 5:00 p.m., Eastern Time, on Wednesday, February 5, 2025 or
as soon thereafter as practicable.
Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated January
21, 2025 to agents, dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.
The
undersigned, as placement agent, has complied and will comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.
If
you require any additional information with respect to this letter, please contact Ali Panjwani at (212) 326-0820 of Pryor Cashman LLP.
Securities and Exchange Commission
February 4, 2025
Page 2
Very
truly yours,
ROTH
CAPITAL PARTNERS, LLC
By:
/s/
Aaron M. Gurewitz
Aaron M. Gurewitz
Head of Equity Capital Markets
cc: M.
Ali Panjwani, Esq.
Pryor
Cashman LLP