LogicMark Completes Merger, Shares Converted to $1.31 Cash

LogicMark, Inc. has completed a business combination with Langham Project LLC and Langham Merger Sub, Inc. The merger became effective on October 13, 2026, following the filing of Articles of Merger with the Nevada Secretary of State. Under the terms of the Agreement and Plan of Merger dated July 31, 2026, Merger Sub merged with and into LogicMark, with LogicMark surviving as a wholly owned subsidiary of the Parent entity.

As a result of the merger, LogicMark’s common stock, par value $0.0001 per share, was canceled. Each outstanding share of common stock, other than dissenting shares, was converted into the right to receive $1.31 in cash, without interest and subject to applicable withholding taxes. This conversion also applied to vested restricted stock units, which were canceled and converted into cash payments based on the merger consideration. Unvested restricted stock units were canceled without consideration. Outstanding options vested and were canceled, converting into cash equal to the excess of the $1.31 consideration over the applicable exercise price. Outstanding warrants were exercised, redeemed, or terminated in accordance with their terms.

Following the effective time, a change in control occurred, and the company became a wholly owned subsidiary of Langham Project LLC. On October 7, 2026, four members of the Board of Directors—Carine M. Schneider, Barbara K. Gutierrez, Robert A. Curtis, and John Pettitt—resigned. The resignations were not related to disagreements regarding the company's operations, policies, or practices. 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.

In other corporate actions, the company filed certificates of withdrawal to terminate the designation of Series G Non-Convertible Voting Preferred Stock, Series C Non-Convertible Voting Preferred Stock, and Series J Convertible Preferred Stock. These withdrawals were filed with the Nevada Secretary of State on October 9, 2026, and October 13, 2026, respectively. At the time of filing, there were no shares of these preferred stock series issued and outstanding.