Welcome to our dedicated page for LogicMark SEC filings (Ticker: LGMK), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
LogicMark, Inc.'s SEC filings document a Nevada public company focused on personal emergency response systems, health communications devices and connected-care technology. Recent Form 8-K reports furnish quarterly and fiscal-year financial results, operating highlights, investor webcast materials and general corporate developments tied to the company’s product and channel updates.
The filings also record capital-structure and governance actions, including amendments to articles of incorporation, a completed reverse stock split, withdrawals of Series H and Series I preferred stock designations, shareholder meeting timing, director-nomination procedures and annual proxy matters such as board elections and auditor ratification.
LogicMark, Inc. (LGMK) is asking stockholders to approve a going‑private merger in which Langham Merger Sub, Inc. will merge into LogicMark, leaving LogicMark as a wholly owned subsidiary of Langham Project, LLC. At closing, each share of LogicMark common stock will be converted into the right to receive $1.31 in cash per share, without interest, which the company states is a 156% premium to the unaffected OTC closing price of $0.5119 on July 31, 2026, and a 59% premium to the 90‑day volume‑weighted average price.
All common shares will be cancelled, warrants will be terminated for no consideration unless exercised before closing, and stock options and restricted stock will vest and be cashed out to the extent the exercise price is below the merger price. Series C preferred stock will be redeemed or otherwise eliminated, while 250,000 shares of Series J Preferred Stock issued in a recent private offering convert into common at a 1‑to‑0.976 ratio and carry a make‑whole feature if total consideration is below $320,000.
The board and a special committee of independent directors unanimously determined the transaction is advisable and fair to unaffiliated stockholders, based in part on a fairness opinion from Roth Capital Partners, and recommend voting FOR the merger, the advisory merger‑related compensation proposal, and a possible adjournment. If approved and completed, LogicMark’s common stock will be deregistered and delisted from the OTC, and the company will no longer file Exchange Act reports.
LogicMark, Inc. (LGMK) reported higher sales but continued losses for the quarter and six months ended June 30, 2026, while also agreeing to a go-private merger. Revenue rose to $3.35 million for the quarter and $6.56 million for the first half of 2026, up 17% and 21% from 2025, driven by stronger sales of Freedom Alert Mini, Guardian Alert 911 Plus, and a price increase.
Gross margin improved to 70.2% for the six-month period from 65.6%, reflecting lower shipping and inbound freight costs and pricing actions. Operating expenses fell modestly year over year, mainly from lower general and administrative costs and higher capitalization of development spending, but the company still posted a six‑month operating loss of $3.10 million and a net loss of $3.00 million.
LogicMark ended June 30, 2026 with $3.50 million in cash and equivalents, $3.14 million in U.S. government securities, and working capital of $6.9 million, down from $9.7 million at year-end 2025. Management states it expects to fund operations for at least 12 months. Subsequent to quarter-end, LogicMark sold $250,000 of Series J preferred stock and entered into a merger agreement under which each common share is to be converted into $1.31 in cash, subject to stockholder approval and customary conditions.
LogicMark, Inc. has called a special stockholder meeting on September 25, 2026 to vote on a merger in which Langham Merger Sub, Inc., a subsidiary of Langham Project, LLC, will merge into LogicMark. LogicMark will survive as a wholly owned subsidiary of Langham Project in a going private transaction.
At the effective time, each share of LogicMark common stock will be converted into the right to receive $1.31 in cash per share, without interest, a price the company states is an approximately 256% premium to the unaffected closing price of $0.5119 on July 31, 2026. Company warrants will be cancelled for no consideration, stock options will be cashed out for their in-the-money value from company funds, Series C preferred stock will be redeemed/terminated or amended, and Series J preferred stock will convert into common at a 1-to-0.976 ratio with a make-whole feature if total consideration for those shares is below $320,000.
After completion, the common stock will be delisted from the OTC and LogicMark will cease reporting under the Exchange Act. The Board and its Special Committee unanimously determined the merger and price are fair to stockholders, received a fairness opinion from Roth Capital Partners, LLC, and recommend voting FOR all proposals. Closing requires approval by a majority of the voting power of outstanding capital stock and a separate majority of votes cast excluding Series J, and stockholders have appraisal rights under Nevada law if they properly dissent.
LogicMark, Inc., a Nevada corporation in the health care/biotechnology sector, filed a Form D for a new exempt offering of equity securities and securities issuable upon exercise of related rights under Rule 506(b) of Regulation D. The offering has raised $250,000 with $0 remaining to be sold, and no finders' fees reported. The first sale occurred on 2026-07-28. A purchaser entered into a voting agreement to vote its preferred stock for each board-recommended proposal at LogicMark's next stockholder meeting, including approval of a merger.
LogicMark, Inc. President and CEO Chia-Lin Simmons reported beneficial ownership of 74,965 shares of common stock, representing 8.3% of the class, based on 899,759 shares outstanding as of August 3, 2026. She holds sole voting and dispositive power over these shares, which were granted as restricted stock and other equity compensation between June 2021 and November 2025.
An amended executive employment agreement dated July 27, 2026 requires that she be issued additional shares from time to time so her holdings equal at least 6% of LogicMark's outstanding common stock. Simmons helped approve a July 31, 2026 Agreement and Plan of Merger under which each LogicMark share will be cancelled and converted into the right to receive cash merger consideration, and she intends to vote all of her shares and recommend that shareholders vote "FOR" approval of the merger and related transactions.
LogicMark, Inc. entered into a Merger Agreement under which Langham Merger Sub, Inc. will merge with and into LogicMark, making LogicMark a wholly owned subsidiary of Langham Project, LLC. At closing, each share of LogicMark common stock will be converted into the right to receive $1.31 in cash.
All outstanding common stock warrants will be cancelled and redeemed, stock options will be cashed out for any value above the $1.31 merger price, and all Series C preferred shares will be redeemed, with the Series C holder expected to receive approximately $2 million plus accrued and unpaid interest from LogicMark’s cash on hand. Parent will pay $1,500,000 of fees and expenses related to the transaction.
The merger requires shareholder approval, including a majority of votes cast excluding shares held by the Series J preferred holder, and is subject to a condition that no more than 1% of outstanding common shares exercise or remain entitled to statutory dissenters’ rights. Either party may terminate before closing, including prior to December 31, 2026, with a $150,000 termination fee payable to Parent if LogicMark exercises a fiduciary out. Following completion, LogicMark expects to file Form 15 to end public reporting and to cease quotation of its common stock on the OTC market.
LogicMark, Inc. agreed to be acquired by Langham Project, LLC through a merger in which Langham Merger Sub will merge into LogicMark, making it a wholly owned subsidiary. Under the Merger Agreement, each share of common stock is to be converted into the right to receive $1.31 in cash, while outstanding warrants will be cancelled and options cashed out for their in-the-money value.
If the merger closes, the Company expects to redeem all Series C preferred shares for approximately $2 million plus accrued interest from cash on hand and then terminate its Rights Agreement. Closing is subject to shareholder approvals, a cap of 1% on dissenting shares and other customary conditions. Parent will cover $1.5 million of transaction expenses, and LogicMark would owe a $150,000 fee if it terminates under its fiduciary out. After closing, LogicMark and Parent intend that LogicMark deregister via Form 15 and end OTC quotation.
LogicMark, Inc. entered into a Securities Purchase Agreement with an institutional investor to sell 250,000 Series J Convertible Preferred Shares at $1.00 per share in a private placement exempt under Section 4(a)(2) and Rule 506(b). Each share has a $1.28 stated value, carries two votes, ranks senior to common stock and is convertible after October 30, 2026 at a price equal to 50% of the lowest traded price during the prior 30 trading days, subject to a 4.99% (up to 9.99%) beneficial ownership cap. Holders have a one-time redemption right for stated value on October 30, 2026, and the company may repurchase earlier; certain fundamental transactions trigger automatic conversion and a make‑whole if consideration is below $320,000.
A Voting Agreement requires the investor to vote all Series J shares in favor of board‑recommended proposals at the next shareholder meeting, and a Registration Rights Agreement obligates the company to register resale of conversion shares within 90 days. New employment agreements through August 31, 2028 provide CEO Chia‑Lin Simmons with a $537,500 base salary, bonus eligibility up to 100% of salary, and Restricted Shares sized so she holds 6% of outstanding common stock; CFO Mark Archer receives a $572,000 base salary and Restricted Shares maintaining 2% ownership. Both executives receive change‑in‑control equity protections with single‑trigger vesting, and the CEO is entitled to a Section 4999 excise‑tax gross‑up, alongside severance of 18 months’ salary, benefits, and prorated target bonus upon certain terminations.
LogicMark, Inc. reported strong first quarter 2026 results with revenue of $3.2 million, up 24% from $2.6 million a year earlier, driven by Freedom Alert Mini and Guardian Alert 911 Plus sales. Gross profit rose to $2.2 million, and gross margin expanded to 69.6% from 63.5%, helped by pricing, mix, and lower logistics costs.
Total operating expenses fell 7% to $3.7 million, mainly from lower general and administrative and advertising costs, partly offset by higher B2B-focused selling and marketing. Operating loss narrowed 36% to $1.5 million, and net loss attributable to common stockholders was $1.5 million, or $1.68 per share, versus $93.50 per share after a prior reverse split adjustment.
As of March 31, 2026, LogicMark held $7.5 million in cash and investments and had no long-term debt. Management highlighted progress transitioning from hardware-only products to a connected care platform with AI-enabled fall detection, subscription services, and upcoming launches of a senior-focused wearable watch in the third quarter of 2026 and a connected-home hub currently in beta, while emphasizing disciplined cost management and a growing recurring revenue base.