LogicMark Signs Definitive Merger Agreement to Go Private at $1.31/Share Cash, a 122% Premium

summarizeSummary

LogicMark signed a definitive merger agreement to be acquired by Langham Project LLC for $1.31 per share in cash, a 122% premium, and will go private. The 8-K includes full merger terms, financing details, and the shareholder approval process.

check_boxKey Events · M&A and Partnerships · LGMK

• Definitive Merger Agreement Signed

  LogicMark has entered into a definitive Agreement and Plan of Merger with Langham Project LLC and its merger sub, under which it will be acquired for $1.31 per share in cash—a 122% premium to the pre-announcement price—and become a privately held subsidiary.

• Merger Consideration and Treatment of Securities

  Each outstanding share of common stock will be converted into the right to receive $1.31 in cash. Outstanding vested RSUs will be cashed out at $1.31 per share, while unvested RSUs are cancelled. Options will be cancelled and paid the excess of $1.31 over the exercise price. Warrants will be exercised, redeemed, or terminated, and the Series C Preferred Stock will be redeemed or amended.

• Financing and Expenses

  The Parent has secured up to $3 million in acquisition financing, which will be assumed by the surviving corporation. It will also pay $1.5 million of Company expenses, and an additional $2 million in financing may be provided post-closing.

• Shareholder Vote and Closing Conditions

  Approval of the merger requires a majority of outstanding voting power and a majority of shares voting (excluding Series J preferred). A special meeting will be held no earlier than 45 days after proxy mailing. Closing is also conditioned on redemption or amendment of the Series C Preferred, termination of the Rights Agreement, and no more than 1% of shares exercising dissenters' rights.

auto_awesomeAnalysis · LGMK · Industrial Applications And Services

A definitive merger agreement with Langham Project LLC sets the stage for LogicMark to be acquired for $1.31 per share in cash—a 122% premium over the last closing price before the announcement. The transaction, valued at roughly $1.18 million for outstanding common shares, will take the company private. The agreement spells out full terms: treatment of equity awards and warrants, redemption of Series C Preferred Stock, a $150,000 termination fee payable by LogicMark if it accepts a superior proposal, and the Parent's obligation to cover $1.5 million of Company expenses. Financing is in place, with the Parent securing up to $3 million in acquisition funding and an additional $2 million available post-closing. The Company Board has unanimously recommended shareholder approval. A special shareholder meeting will be convened after SEC clearance of the proxy statement, expected within 45 days of mailing. Closing is contingent on, among other things, redemption or amendment of the Series C Preferred Stock, termination of the Rights Agreement, and exercise or redemption of outstanding warrants. This filing delivers the definitive agreement and material new details absent from the prior 425 filing, moving the transaction from announcement to binding commitment.