LogicMark (LGMK) Proxy filing summary

Executive summary

• Special Meeting scheduled for October 5, 2026, to vote on a merger with Langham Project, LLC, taking the company private at $1.31 per share, a 156% premium to the pre-announcement price.

• The merger will result in the company becoming a wholly owned subsidiary of Parent, with current directors and officers remaining in place for at least one year.

• The Board and Special Committee unanimously recommend voting in favor of the merger, related executive compensation, and potential adjournment to solicit more votes if needed.

• If approved, the company’s stock will be delisted and deregistered, and shareholders will receive cash for their shares.

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) adjournment of the meeting if more votes are needed.

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

• 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 consists of five directors, four of whom are independent.

• The Special Committee, comprised of independent directors, led the negotiation and evaluation of the merger.

• Directors and officers will continue in their roles post-merger for at least one year.