LogicMark (LGMK) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 25, 2026, to vote on a merger with Langham Project, LLC, making the company a wholly owned subsidiary and going private.

• Merger consideration is $1.31 per share in cash, a 256% premium over the pre-announcement trading price.

• All current directors and executive officers will remain in place post-merger for at least one year.

• The merger will result in delisting from the OTC and termination of SEC reporting obligations.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) approval of the Merger Agreement, (2) a non-binding advisory vote on executive compensation related to the merger, and (3) potential adjournment to solicit more proxies.

• Approval requires a majority of voting power, with certain exclusions for Series J Preferred Stock.

• Dissenters' rights are available under Nevada law for shareholders who do not vote in favor and follow statutory procedures.

Board of directors and corporate governance

• The board and its special committee unanimously recommend voting in favor of all proposals.

• Four of five directors are independent; the board and special committee led the negotiation and approval process.

• The board retained Roth Capital Partners to provide a fairness opinion.