LogicMark files proxy for $1.31/share going-private merger

What happened

LogicMark, Inc. (OTC: LGMK), a Louisville, Kentucky-based company in the orthopedic, prosthetic and surgical appliances and supplies industry, filed a definitive proxy statement (DEFM14A) on August 24, 2026. The filing asks stockholders to vote on a proposed merger that would take the company private.

Under the merger agreement dated July 31, 2026, Langham Merger Sub, Inc. — a wholly owned subsidiary of Langham Project, LLC — will merge into LogicMark. LogicMark will survive as a wholly owned subsidiary of Langham Project. The buyer group is led by Nicholas Kovacevich, managing member of Positano Partners LLC, which is the sole manager of Langham Project.

Stockholders will be paid $1.31 per share of common stock in cash. The proxy states this represents an approximately 156% premium to the unaffected closing price of $0.5119 on July 31, 2026 (the last trading day before the deal was announced), a 31% premium to the August 21, 2026 closing price, and a 59% premium over the 90-trading-day volume-weighted average price ending August 21, 2026.

The special meeting is scheduled for September 25, 2026, at 1:00 p.m. Eastern Time in New York City. Stockholders of record as of August 11, 2026, are entitled to vote. The board and a special committee unanimously recommend voting for the merger.

The merger is described as a 'going private transaction' under SEC rules. If completed, LogicMark's common stock would be delisted from the OTC market.

The company's stock closed at $1.25 on the filing date, unchanged from the previous close.

What this means

A DEFM14A is a definitive proxy statement filed when a company asks shareholders to vote on a merger or acquisition. It is the formal document that explains the deal, the reasons for it, and what shareholders will receive. This filing triggers a shareholder vote; it does not by itself complete the deal.

A 'going private' merger means the company will no longer be publicly traded. Once the merger closes, LogicMark's shares will be delisted from the OTC market and the company will be owned entirely by Langham Project, controlled by Nicholas Kovacevich. Public shareholders will receive $1.31 per share in cash and will no longer own stock.

Several classes of stock and warrants are treated differently in the merger: common stock gets cash; warrants are cancelled and redeemed; options are cancelled for the excess of the merger price over the exercise price; Series C preferred stock is redeemed, terminated, or amended; and Series J convertible preferred stock converts into common stock at a ratio of 1-to-0.976, with a possible make-whole payment if the aggregate consideration falls below $320,000. These details matter because not all shareholders receive the same treatment.

The merger requires approval from holders of a majority of the voting power of outstanding shares, voting together as a single class. A separate non-binding vote on executive compensation in connection with the merger is also on the ballot. If shareholders approve, the deal can close after other conditions are met, such as regulatory approvals and financing arrangements.

Background

LogicMark, Inc. makes products in the orthopedic, prosthetic, and surgical appliances and supplies sector. The company is currently publicly traded on the OTC market under the ticker LGMK.

The proxy statement notes that the board and a special committee of independent directors evaluated the merger and received a financial advisor's opinion on its fairness, though the specific details of that opinion are not in this excerpt.

The merger agreement was signed on July 31, 2026, and the proxy materials were mailed to stockholders on or about August 24, 2026. The special meeting is set for September 25, 2026.