LogicMark Sets September 25 Vote on $1.31/Share Go-Private Merger with Langham Project
LGMK has more than doubled off its 52-week low of $0.35 on elevated volume (3.3× avg).
Summary
LogicMark filed its preliminary proxy for the September 25 special meeting to approve the $1.31/share cash merger with Langham Project LLC. The filing details the Series J Preferred Stock financing, voting requirements, and executive compensation arrangements.
Key Events · M&A and Partnerships · LGMK
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Special Meeting Set for September 25
Stockholders of record as of August 11, 2026 will vote on the merger agreement at 1:00 p.m. Eastern Time at Sullivan & Worcester LLP's New York offices.
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Merger Consideration of $1.31 Per Share
Each share of common stock will be converted into the right to receive $1.31 in cash, representing a 256% premium to the $0.5119 closing price on July 31, 2026.
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Series J Preferred Stock Financing
The company sold 250,000 shares of Series J Preferred Stock to White Lion Capital for $250,000. Each share has 2 votes and converts at 50% of the lowest traded price after October 30, 2026, with a make-whole payment if merger consideration is less than $320,000.
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Voting Requirements
Approval requires a majority of aggregate voting power of all capital stock, plus a majority of votes cast excluding the Series J holder. The Series J holder has contractually agreed to vote its 500,000 votes in favor.
Analysis · LGMK · Industrial Applications And Services
This preliminary proxy statement provides the first comprehensive disclosure of the merger terms, including the special meeting date, voting requirements, and the full terms of the Series J Preferred Stock financing that will fund the transaction. The $1.31 per share cash offer represents a 256% premium to the unaffected price, but the proxy also reveals significant governance concerns: the Series J holder gets 2 votes per share and is contractually obligated to vote for the merger, while the CEO and CFO receive equity awards equal to 6% and 2% of the successor entity. The fairness opinion from Roth Capital Partners notes the Special Committee did not retain independent legal counsel and no market check was conducted. Stockholders must decide by September 25 whether to accept the premium or exercise appraisal rights.
At the time of this filing, LGMK was trading at $0.90 on OTC in the Industrial Applications And Services sector, with a market capitalization of approximately $809.9K. The 52-week trading range was $0.35 to $5.55. This filing was assessed with neutral market sentiment and an importance score of 9 out of 10.