LogicMark, Inc. Merger Agreement

LogicMark, Inc. has entered into a Merger Agreement with Langham Project, LLC and Langham Merger Sub, Inc. The agreement outlines the merger of Merger Sub with and into LogicMark, Inc., with LogicMark surviving as a wholly-owned subsidiary of Langham Project, LLC. The transaction is set to occur on July 31, 2026, with the merger price at $1.31 per share. The agreement details the conversion of stock, treatment of equity awards and warrants, and conditions for closing the merger. It also includes provisions for shareholder approval, non-solicitation of alternative proposals, and termination rights. The merger is expected to result in LogicMark, Inc. ceasing to be a public reporting company. The filing also includes the full text of the Merger Agreement as an exhibit.