LogicMark, Inc. Announces $1.31-per-Share Cash Merger Agreement

What Happened

• LogicMark, Inc. (LGMK) filed an 8-K on August 3, 2026 disclosing that it entered into a definitive Agreement and Plan of Merger with Langham Project, LLC (Parent) and Langham Merger Sub, Inc. (Merger Sub) dated July 31, 2026. Under the agreement, Merger Sub will merge into LogicMark and LogicMark will become a wholly owned subsidiary of Parent. Each outstanding share of LogicMark common stock will be cancelled and converted into the right to receive $1.31 in cash per share (the Merger Price). The company expects to file a preliminary proxy within 15 business days and hold a shareholder special meeting to vote on the Merger.

Key Details

• Merger price: $1.31 cash per share for each outstanding share of LogicMark common stock.
• Series C preferred: Company expects to redeem Series C preferred shares for ~ $2.0 million plus accrued unpaid interest from cash on hand.
• Treatment of other securities: outstanding warrants will be cancelled and redeemed; stock options will be cancelled and redeemed for the excess (if any) of $1.31 over the option exercise price.
• Approvals & timing: the company must obtain shareholder approval (majority of voting power and majority of votes at the special meeting) and will not hold the meeting earlier than 45 days after the first proxy mailing. The Merger Agreement is terminable under customary conditions; a Company “fiduciary out” would trigger a $150,000 termination fee to Parent. Parent will pay $1.5 million of fees/expenses related to the Merger.

Why It Matters

• If completed, the Merger will pay public shareholders $1.31 per share in cash and result in LogicMark ceasing to be a public reporting company (the company plans to file a Form 15 and delist from the OTC market). This is a liquidity event for shareholders and will change the company’s reporting status. The filing also outlines how options, warrants, and preferred shares will be handled and notes required shareholder approvals and standard closing conditions—key items for investors evaluating the deal.