LogicMark Taken Private in $1.31-a-Share Cash Merger, Board Resigns

What happened

LogicMark, Inc., a Nevada-incorporated company based in Louisville, Kentucky, that makes personal emergency response and medical alert devices for the home health and senior care markets, completed a merger on October 13, 2026, according to a Form 8-K filed that day with the Securities and Exchange Commission.

Under the Agreement and Plan of Merger dated July 31, 2026, a subsidiary of Langham Project LLC merged into LogicMark, with LogicMark surviving as a wholly owned subsidiary of Langham Project LLC. The merger became effective when articles of merger were filed with the Nevada Secretary of State on October 13, 2026.

Each outstanding share of LogicMark common stock was canceled and converted into the right to receive $1.31 in cash, without interest and subject to applicable withholding taxes. Holders who properly exercised and kept dissenters' rights under Nevada law are entitled instead to receive the fair value of their shares as determined under that statute.

LogicMark shares closed at $1.20 on the day, up 7.14% from the prior close of $1.12, according to the price data provided.

Board resignations and equity cleanup

Four directors — Carine M. Schneider, Barbara K. Gutierrez, Robert A. Curtis and John Pettitt — resigned from the board effective October 7, 2026. The filing states their resignations were not related to any disagreement with the Company on any matter relating to its operations, policies or practices. The four held the audit, compensation and corporate governance and nomination committee seats between them, and Gutierrez chaired the audit committee while Curtis chaired the compensation committee and Pettitt chaired the governance committee.

On October 8, 2026, the board approved the termination of the LogicMark, Inc. 2017 Stock Incentive Plan and the LogicMark, Inc. 2023 Stock Incentive Plan. At the effective time of the merger, all rights under any other equity plan became fully vested and were canceled and converted into the right to receive the applicable merger consideration.

The filing also describes how outstanding equity awards were handled: each vested restricted stock unit converted into a cash payment based on the $1.31 per-share merger consideration; each unvested restricted stock unit was canceled without consideration; each outstanding option vested and converted into a cash payment equal to the excess, if any, of $1.31 over the option's exercise price; and each outstanding warrant was exercised, redeemed, canceled or otherwise terminated under its terms and the merger agreement.

Preferred stock designations withdrawn

The company filed certificates of withdrawal with the Nevada Secretary of State terminating the designation of its Series G Non-Convertible Voting Preferred Stock, Series C Non-Convertible Voting Preferred Stock and Series J Convertible Preferred Stock. The withdrawals for the Series G and Series C were filed on October 9, 2026, and the withdrawal for the Series J on October 13, 2026. The filing states that at the time of each filing there were no shares of any of the three series issued and outstanding.

The article also states that the articles of incorporation and bylaws of LogicMark as in effect immediately before the effective time became the governing documents of the surviving corporation.

What this means

A Form 8-K is the current report a US public company must file with the SEC when certain specified events occur, and it is typically due within four business days. Companies do not choose the item numbers that describe their news — they are fixed categories under federal securities rules. LogicMark's filing carried six of them at once: 2.01 (completion of a significant acquisition or disposition), 3.03 (a material change to the rights of security holders), 5.01 (a change in control), 5.02 (director or officer departures), 5.03 (amendments to charter or bylaws), and 9.01 (exhibits). A filing with that combination is almost always the record of a company being bought.

Item 3.03 is the section that captures what has happened to shareholders' rights. The filing states that at the effective time, holders of LogicMark common stock ceased to have any rights as stockholders other than the right to receive $1.31 per share in cash, or, for dissenting holders, their rights under Nevada law. That is what a cash merger does: the security stops being a security and becomes a contractual right to a payment.

The $1.31 per share in cash is often referred to, and is called here, the Per Share Merger Consideration. It is not a price stated in a trading market; it is the amount the acquirer agreed to pay in the merger agreement filed in August. The stock's $1.20 close on the effective date is the last market print before trading ends, and a close below the merger price is common in cash deals as the target date approaches, because a buyer receives the cash only once the deal closes and is not compensated for the wait.

Unvested restricted stock units being canceled without consideration is a standard feature of cash mergers at low per-share prices rather than a penalty imposed on employees. An RSU is a promise to deliver shares if the holder stays employed through a vesting date; when the company is being absorbed, there is no employer left to vest against and no market for the underlying shares, so time-based awards are commonly cut at the deal's implied price per share, with the excess over any exercise price paid out on expiring options. LogicMark's filing states the treatment but not why it was structured that way.

A change in control under Item 5.01 carries consequences beyond the cash payout. Because LogicMark is now a wholly owned subsidiary of Langham Project LLC, it no longer has a public float. The Form 8-K also notes difficulties in the process: the company's prior filings in August established the agreement, and this filing references those earlier disclosures rather than restating the merger terms in full.

What happens next is largely mechanical. A private company's stock is typically delisted from its exchange and deregistered with the SEC once it is wholly owned by the acquirer, which usually requires a separate Form 25 and Form 15 filing. This 8-K does not state which exchange LogicMark's common stock traded on; the cover page's entry for registered securities and trading symbols is blank.

Stockholder approval of the merger is not recounted in this filing. The document describes completed events as of the closing date and does not narrate the voting record, so this article cannot state how much of the vote was cast in favor.