UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 31, 2026
LogicMark, Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
001-36616 |
|
46-0678374 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
2801 Diode Lane
Louisville, KY |
|
40299 |
| (Address of principal executive
offices) |
|
(Zip Code) |
Registrant’s
telephone number, including area code: (502) 442-7911
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☒ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| - |
|
- |
|
- |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item
1.01 Entry into a Material Definitive Agreement.
LogicMark, Inc., a Nevada corporation (the “Company”),
entered into an Agreement and Plan of Merger (the “Merger Agreement”), dated as of July 31, 2026, by and among Langham Project,
LLC, a Nevada limited liability company (“Parent”), and Langham Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary
of Parent (“Merger Sub”), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions
set forth in the Merger Agreement, Merger Sub will merge with and into the Company in accordance with the applicable
provisions of the Nevada Revised Statutes of the State of Nevada (“NRS”), with the Company continuing as a wholly-owned subsidiary
of Parent (the “Surviving Corporation”) and the surviving corporation of the merger (the “Merger”).
In addition, pursuant to the Merger Agreement,
and upon the terms and subject to the conditions set forth in the Merger Agreement, among other things: (i) the current directors and
executive officers of the Company as of immediately prior to the effective time of the Merger (the “Effective Time”) will
remain as the initial directors and executive officers of the Surviving Corporation, respectively, and (ii) the articles of incorporation
and bylaws of the Company, each as amended and in effect as of immediately prior to the Effective Time will be substantially the same
as the articles of incorporation and bylaws of the Surviving Corporation; (iii) each share of common stock, par value $0.0001 per share,
of Merger Sub that is outstanding as of immediately prior to the Effective Time will be converted into one validly issued, fully paid
and nonassessable share of common stock, par value $0.0001 per share, of the Surviving Corporation; (iv) each share of common stock, par
value $0.0001 per share, of the Company (the “Common Stock”) that is outstanding as of immediately prior to the Effective
Time will be cancelled and extinguished and automatically converted into the right to receive cash in an amount equal to the price per
share of $1.31 (the “Merger Price”); (v) each warrant to purchase shares of Common Stock that is outstanding as of immediately
prior to the Effective Time will be cancelled and redeemed by the Company; (vi) each option to purchase shares of Common Stock that is
outstanding as of immediately prior to the Effective Time will be cancelled and redeemed for a price per option equal to the excess of
the Merger Price over the exercise price of such option; and (vii) each share of Series C non-convertible voting preferred stock, par
value $0.0001 per share, of the Company that is issued and outstanding immediately prior to the Effective Time, (the “Series C Preferred
Stock”), will be redeemed by the Company in accordance with the terms of the certificate of designations of preferences, rights
and limitations of the Series C Preferred Stock. If the Merger is completed, the Company expects to pay the holder of the Series C Preferred
Stock (the “Series C Holder”) approximately $2 million, plus any accrued and unpaid interest due to the Series C Holder, from
cash on hand of the Company.
Pursuant to the Merger Agreement, the Company
is required to file a preliminary proxy statement for a special meeting of its shareholders to approve the Merger and all related proposals
(the “Special Meeting”) within 15 business days from the execution of the Merger Agreement and must hold the Special Meeting
as soon as reasonably practicable but no earlier than the 45th day following the first mailing of the proxy statement for the
Special Meeting to its shareholders. The Merger is conditioned upon obtaining (i) approval by the affirmative vote of holders representing
a majority of the aggregate voting power entitled to vote on the Merger, and (ii) approval by the majority of the shares voting at the
Special Meeting, excluding shares held by the holder of the Series J preferred stock of the Company, but including shares held by the
officers and directors of the Company. Upon consummation of the Merger, the Company and the Parent intend for the Company to cease being
a public reporting company upon the filing of a Form 15 and for the Common Stock to cease quotation on the OTCID market operated by the
OTC Markets Group, Inc. (the “OTC”) upon filing the requisite documentation with the Financial Industry Regulatory Authority,
Inc. (“FINRA”).
Each of the Company, Parent and Merger Sub has
agreed to customary representations, warranties and covenants in the Merger Agreement, including, among others, covenants relating to
(i) obtaining the requisite approvals of the Company’s shareholders (provided that no more than 1% of outstanding shares of Common
Stock as of immediately prior to the Effective Time, in the aggregate, exercise or remain entitled to exercise, statutory dissenters’
rights under the NRS), (ii) non-solicitation of alternative acquisition proposals, (iii) redemption of all shares of Series C Preferred
Stock (as applicable), (iv) termination of that certain Rights Agreement, dated as of November 1, 2024, by and between Nevada Agency and
Transfer Company (“NATCO”) and the Company (the “Rights Agreement”), and (v) no material change to the Company’s
business during the period between the date on which the Merger Agreement is executed and the Effective Time. An aggregate of $1,500,000
in fees and expenses incurred in connection with the Merger Agreement and the other transactions contemplated by the Merger Agreement
will be paid by the Parent, and all other such fees and expenses incurred in connection therewith the Merger Agreement will be paid by
the party incurring such expenses, in each case whether or not the Merger is consummated.
The
Merger Agreement contains certain termination rights of the Company and Parent, including, subject to compliance with the applicable
terms of the Merger Agreement, (x) the right to terminate the Merger Agreement at any time prior to the closing of the Merger (“Closing”)
upon mutual written consent, whether prior or subsequent to receiving the requisite shareholder approval, (y) the right of either party
to terminate the Merger Agreement at any time prior to Closing (i) prior to December 31, 2026 provided that such party is not in material
breach, and (ii) if the requisite shareholder approval is not obtained and (z) the Company’s right to terminate the Merger Agreement
at any time prior to obtaining the requisite shareholder approval if it exercises its right to a “fiduciary out”, in which
case the Company would be required to pay the Parent a $150,000 termination fee.
Prior
to the Closing, the Parent intends to appoint NATCO to act as the payment agent for the Merger (the “Payment Agent”), pursuant
to a payment agent agreement, whereby the Payment Agent will assist the Company with coordinating the various payments to the Company’s
securityholders.
The foregoing description of the terms of the
Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement
attached to this Current Report on Form 8-K (this “Form 8-K”) as Exhibit 10.1 and incorporated by reference herein.
Cautionary Statement Regarding Forward-Looking
Statements
This Form 8-K contains forward-looking statements. Such forward-looking
statements include, but are not limited to, statements that express the Company’s intentions, beliefs, expectations, strategies,
predictions or any other statements related to the Company’s future activities, or future events or conditions, including the Company’s
ability to consummate the proposed Merger and fulfill all of its obligations under the Merger Agreement, the Company’s ability to
hold the Special Meeting and obtain shareholder approval of the Merger, and the Company’s ability to redeem the Series C Preferred
Stock, and the Company’s ability to terminate the Rights Agreement, the quotation of the Common Stock on the OTC and its public
reporting company status, each of which can be identified by terminology such as “may,” “will,” “expects,”
“anticipates,” “aims,” “potential,” “future,” “intends,” “plans,”
“believes,” “estimates,” “continue,” “likely to” and other similar expressions intended
to identify forward-looking statements, although not all forward-looking statements contain these identifying words. These statements
are not historical facts and are based on current expectations, estimates and projections about the Company’s business based, in
part, on assumptions made by its management. These statements are not guarantees of future performance and involve risks, uncertainties
and assumptions that are difficult to predict, many of which are beyond the Company’s control, including risks related to the Company’s
ability to successfully obtain regulatory approval from FINRA and the U.S. Securities and Exchange Commission (“SEC”) for
the Merger, and other risks that may be included in the definitive proxy statement filed by the Company in connection with the Special
Meeting, and the Company’s periodic reports and other filings that the Company files from time to time with the SEC. Therefore,
actual outcomes and results may differ materially from what is expressed or forecasted in the forward-looking statements. Any forward-looking
statements speak only as of the date on which they are made, and the Company undertakes no obligation to update any forward-looking statement
to reflect events or circumstances after the date of this Form 8-K, except as required by applicable law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
| Exhibit No. | |
Description |
| 10.1 | |
Merger Agreement, by and among the Company, Parent and Merger Sub, dated as of July 31, 2026.
|
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL
document) |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date: August 3, 2026 |
LogicMark, Inc. |
| |
|
|
| |
By:
|
/s/ Mark Archer |
| |
|
Name: |
Mark Archer
|
| |
|
Title: |
Chief Financial Officer |
