LogicMark Files Definitive Proxy for $1.31/Share Going-Private Merger Vote on September 25
LGMK has more than doubled off its 52-week low of $0.35 on elevated volume (3.4× avg).
Summary
LogicMark's definitive proxy sets the September 25 vote on its $1.31/share cash buyout by Langham Project, disclosing new Series J preferred stock terms, a voting agreement, and fairness opinion details.
Key Events · M&A and Partnerships · LGMK
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Definitive Proxy Filed for $1.31/Share Merger
LogicMark filed its definitive proxy statement for the September 25, 2026 special meeting to approve the $1.31 per share cash merger with Langham Project LLC, a 156% premium to the unaffected closing price of $0.5119 on July 31, 2026.
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Series J Preferred Stock Terms Disclosed
The proxy reveals a $250,000 Series J preferred stock offering (250,000 shares at $1.00, closed July 30, 2026) with a conversion price equal to 50% of the lowest traded price over 30 days, a 1-to-0.976 conversion ratio, and a $320,000 make-whole payment if merger consideration falls short.
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Voting Agreement Locks in 500,000 Votes
The Series J investor agreed to vote all 250,000 shares (500,000 votes at 2 votes per share) in favor of the merger proposals, giving the investor 35.72% of total voting power.
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Fairness Opinion Shows Liquidation Value Above Offer
Roth Capital Partners' fairness opinion includes a liquidation analysis valuing shares at $1.32-$2.22, above the $1.31 merger price, while DCF analysis produced negative equity values due to projected negative free cash flow.
Analysis · LGMK · Industrial Applications And Services
LogicMark's definitive proxy finalizes the terms of its going-private acquisition by Langham Project LLC at $1.31 per share in cash — a 156% premium to the unaffected price. The filing reveals new material details: a $250,000 Series J preferred stock offering with a 50%-of-lowest-trade-price conversion feature and a $320,000 make-whole, a voting agreement locking in 500,000 votes for the merger, and Roth Capital's fairness opinion showing a liquidation value of $1.32-$2.22 per share. The merger requires majority approval at the September 25 special meeting, and the Series J investor's two-votes-per-share structure gives it outsized influence over the outcome.
How filings like this one have moved
In the 30 days to Aug 24, 2026, 37.5% of the 3362 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was 0.00%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, LGMK was trading at $1.00 on OTC in the Industrial Applications And Services sector, with a market capitalization of approximately $899.8K. The 52-week trading range was $0.35 to $5.55. This filing was assessed with neutral market sentiment and an importance score of 8 out of 10.