LogicMark agrees to $1.31 per share cash merger with Langham Project

LogicMark, Inc. (OTC: LGMK) filed an 8-K on August 3, 2026 disclosing an Agreement and Plan of Merger dated July 31, 2026. The parties are LogicMark, Langham Project, LLC, a Nevada limited liability company (the Parent), and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of the Parent. The filing was made as a written communication under Rule 425 of the Securities Act.

The terms

Merger Sub will merge into LogicMark under Nevada law, and LogicMark will continue as a wholly owned subsidiary of the Parent. The current directors and executive officers are expected to remain as the initial directors and officers of the surviving company. Its articles and bylaws will be substantially the same as those in effect before the merger.

Each share of LogicMark common stock outstanding before the merger will be canceled and converted into the right to receive $1.31 in cash. Each warrant will be canceled and redeemed by the company. Each option will be canceled and redeemed for the excess of the merger price over the option's exercise price. Each share of Series C non-convertible voting preferred stock will be redeemed under its certificate of designations. The company expects to pay the Series C holder approximately $2 million, plus accrued and unpaid interest, from cash on hand.

The Parent will pay an aggregate of $1,500,000 in fees and expenses tied to the agreement. Other parties pay their own costs whether or not the merger closes. The parties also agreed to terminate a rights agreement dated November 1, 2024, between the company and Nevada Agency and Transfer Company (NATCO).

Conditions and timing

LogicMark must file a preliminary proxy statement for a special meeting of its shareholders within 15 business days after the agreement was signed. The special meeting must be held as soon as reasonably practicable, and no earlier than the 45th day after the proxy statement is first mailed to shareholders.

The merger requires approval by holders of a majority of the aggregate voting power entitled to vote on it. It also requires approval by a majority of the shares voting at the special meeting, excluding shares held by the holder of the Series J preferred stock but including shares held by officers and directors. The company's covenant to obtain shareholder approval carries a proviso that no more than 1% of outstanding common shares exercise or remain entitled to exercise statutory dissenters' rights.

Either party may terminate the agreement by mutual written consent. Either party also has a termination right tied to December 31, 2026, provided that party is not in material breach. The agreement may also end if the required shareholder approval is not obtained. LogicMark may terminate the agreement before obtaining that approval if it exercises a fiduciary out. In that case it must pay the Parent a $150,000 termination fee.

Before closing, the Parent intends to appoint NATCO as payment agent to coordinate payments to LogicMark's securityholders.

After closing

If the merger is completed, the company and the Parent intend for LogicMark to stop being a public reporting company after filing a Form 15. The common stock would cease quotation on the OTCID market operated by OTC Markets Group, Inc., after the required documents are filed with the Financial Industry Regulatory Authority.

Financial position

The company's XBRL financial data, as filed with its annual report, reports revenue of $11.4 million for fiscal 2025, up from $9.9 million for 2024. Net income (loss) was negative $7.5 million for 2025 and negative $9.0 million for 2024. Cash from operations was negative $5.1 million for 2025 and negative $4.3 million for 2024. At June 30, 2026, cash and cash equivalents were $3.5 million and short-term investments were $3.1 million.

What comes next

The next steps are the preliminary proxy statement, the special meeting of shareholders, and the closing, which remains subject to the approvals and conditions described above.

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