LogicMark completes merger, holders receive $1.31 a share in cash

LogicMark, Inc. (OTC: LGMK) reported in a Form 8-K that its merger with Langham Merger Sub, Inc. became effective on October 13, 2026. Under the Agreement and Plan of Merger dated as of July 31, 2026, among LogicMark, Langham Project LLC (the Parent) and Merger Sub, Merger Sub merged with and into LogicMark. LogicMark survived as a wholly owned subsidiary of the Parent. The merger became effective when articles of merger were filed with the Nevada Secretary of State.

The merger consideration

Each outstanding share of LogicMark common stock, par value $0.0001 per share, was canceled and converted into the right to receive $1.31 in cash, without interest and subject to applicable withholding taxes. Shares held by dissenting stockholders were excluded. Stockholders who properly exercised and did not withdraw their dissenters' rights under Nevada law are entitled to the fair value of their shares as set under Nevada law instead.

The filing also sets out the treatment of equity awards. Each vested restricted stock unit was canceled and converted into a cash payment based on the same per-share consideration. Each unvested restricted stock unit was canceled without consideration. Each outstanding option vested and was canceled in exchange for a cash payment equal to the excess, if any, of the consideration over its exercise price. Each warrant was exercised, redeemed, canceled or otherwise terminated under its terms.

Board changes and plan termination

On October 7, 2026, Carine M. Schneider, Barbara K. Gutierrez, Robert A. Curtis and John Pettitt resigned from the board of directors, effective that day. The filing says none of the resignations relates to a disagreement with the company on its operations, policies or practices. Gutierrez was the audit committee chair. Curtis was the compensation committee chair and a member of the audit committee. Pettitt was the corporate governance and nomination committee chair.

On October 8, 2026, the board approved termination of the LogicMark, Inc. 2017 Stock Incentive Plan and the LogicMark, Inc. 2023 Stock Incentive Plan. Under the merger, the rights under any other plan that provides for stock interests became fully vested and were converted into the merger consideration payable under those plans.

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. Research and development expense was $617,369 for 2025 and $558,621 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.

The same data reports year-end cash and cash equivalents of $3.6 million for 2025, as shown in a 10-Q filed August 19, 2026, and $3.8 million for 2024. It lists year-end short-term investments of $5.9 million for 2025. At June 30, 2026, cash and cash equivalents were $3.5 million and short-term investments were $3.1 million.

The risks ahead

The merger is complete, so the filing describes no further steps for the stock beyond the cash conversion of the shares. Holders received $1.31 a share in cash, without interest, and unvested restricted stock units were canceled without consideration. LogicMark was loss-making as a public company, with a net loss of negative $7.5 million and cash from operations of negative $5.1 million for 2025. Its four named directors resigned on October 7, 2026, and both stock incentive plans were terminated. The filing does not say what the Parent plans for the business, and it states no plans for LogicMark's products or employees.

Report an error

Companies in this story

LGMKLogicMark, Inc.OTC · United StatesOpen the starter desk