LogicMark (LGMK) Proxy filing summary

Executive summary

• Special Meeting scheduled for September 25, 2026, to vote on a merger with Langham Project, LLC, taking the company private at $1.31 per share, a 156% premium over the pre-announcement price.

• The Board and Special Committee unanimously recommend approval of the merger, citing certainty of value, liquidity, and strategic benefits of private ownership.

• If approved, the company will be delisted from the OTC, and all public shareholders will receive cash for their shares; dissenters have appraisal rights under Nevada law.

• The merger is contingent on shareholder approval, redemption or amendment of preferred stock, and other customary closing conditions.

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; Series J Preferred Stock votes are excluded from the majority-of-votes-cast condition.

• Dissenters' rights are available for those not voting in favor and following statutory procedures.

Board of directors and corporate governance

• The Board consists of five members, four of whom are independent; the Special Committee led negotiations and retained Roth Capital Partners for a fairness opinion.

• Post-merger, current directors and officers will remain in place for at least one year, with existing employment agreements assumed by the surviving entity.