LGL.WS / The LGL Group, Inc. - Equity Warrant - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Amended and Restated Subscription Agreement, dated April 14, 2025, by and among The LGL Group, Inc. and Morgan Group Holding Co.

Exhibit 2.1 AMENDED AND RESTATED SUBSCRIPTION AGREEMENT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WH

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00

THE LGL GROUP, INC. 1,051,664 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-249639 THE LGL GROUP, INC. 1,051,664 Shares of Common Stock This prospectus relates to the issuance, from time to time, of up to 1,051,664 shares (the “Shares”) of common stock, par value $0.01 per share (the “Common Stock”) by The LGL Group, Inc, (“LGL Group” or the “Company”) upon the exercise of outstanding warrants (each, a “Warrant” and co

June 17, 2025

June 17, 2025 Ms. Kristin Baldwin U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: The LGL Group, Inc. (the "Company") Post-Effective Amendment No. 1 to Registration Statement on Form S-1 File No. 333-249639 Filed June 5, 2025 CIK No. 0001820190 Dear Ms. Baldwin: On behalf of our client, The LGL Group, Inc

As filed with the U.S. Securities and Exchange Commission on June 5, 2025

As filed with the U.S. Securities and Exchange Commission on June 5, 2025 Registration No. 333-249639 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST EFFECTIVE AMENDMENT No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE LGL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 38-1799862 (State or other jurisdiction of

Submission of Matters to a Vote of Security Holders

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): June 4, 2025 (June 2, 2025) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commis

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): June 4, 2025

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): June 4, 2025 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Amendment No. 1 to Warrant Agreement, dated as of June 4, 2025, by and among The LGL Group, Inc., Computershare Inc., and Computershare Trust Company, N.A.

Exhibit 4.1 AMENDMENT NO. 1 TO WARRANT AGREEMENT THIS AMENDMENT NO. 1 TO WARRANT AGREEMENT (this “Amendment”), is made and entered into as of June 4, 2025, by and among The LGL Group, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”) and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the

Conflict Minerals Report for The LGL Group, Inc. for the year ended December 31, 2024

Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2024 This Conflict Minerals Report (the "Report") for the year ended December 31, 2024 was prepared by The LGL Group, Inc. (hereinafter referred to as "LGL," "LGL Group," the "Company," "we," "us," or "our") pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended ("Rule 13p-1"). The term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation (Commission File Number (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Executive Offices) (Zip

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2025 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 31, 2025

Exhibit 99.1 THE LGL GROUP, INC. REPORTS First QUARTER 2025 RESULTS ORLANDO, Florida (May 15, 2025) The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the first quarter ended March 31, 2025. • Cash and cash equivalents and marketable securities were $42.0 million as of March 31, 2025 • Form S-1 expected to be filed in the secon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events

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): April 16, 2025 (April 11, 2025) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Co

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 11, 2025 (April 7, 2025) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Com

As of December 31,

Exhibit 99.1 THE LGL GROUP, INC. REPORTS Fourth QUARTER 2024 RESULTS ORLANDO, Florida (April 1, 2025) The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the fourth quarter and full fiscal year ended December 31, 2024. Fourth Quarter 2024 Highlights • Total revenues increased $162,000 to $1,157,000 for the three months ended Dec

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 1, 2025 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

Subsidiaries of The LGL Group, Inc.

EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization The LGL Group Investment Precise Time and Frequency, LLC Delaware 100.0 % P3 Logistic Solutions LLC Delaware 100.0 Lynch Capital International, LLC Delaware 100.0 LGL Systems Acquisition Holding Company, LLC Delaware 34.8 Lynch Systems Acquisition Holding Company, LLC Delaware 100.0 LGL Systems Nevada Ma

Subscription Agreement, dated December 31, 2024, by and among, The LGL Group, Inc. and Morgan Group Holding Co.

Exhibit 2.2 SUBSCRIPTION AGREEMENT THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN. THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK O

1

Exhibit 99.1 THE LGL GROUP, INC. ANNOUNCES ACHIEVEMENT OF ADJUSTED TARGET TRIGGER PRICE; WARRANTS NOW EXERCISABLE ORLANDO, Florida (March 6, 2025) – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") is pleased to announce that the warrants to purchase shares of LGL Group’s common stock granted on November 16, 2020 (the "Warrants") are now exercisable through November

Financial Statements and Exhibits, Other Events

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): March 6, 2025 (March 4, 2025) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Comm

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): January 17, 2025 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

1

Exhibit 99.1 THE LGL GROUP, INC. TO ACQUIRE 1 MILLION SHARES OF MORGAN GROUP HOLDING COMPANY ORLANDO, FL. – December 31, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") today announced today that it has entered into a Subscription Agreement for a private placement of 1,000,000 newly issued shares of Morgan Group Holding Company (OTC Pink: MGHL) ("MGHL") commo

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): December 31, 2024 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Submission of Matters to a Vote of Security Holders

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): November 22, 2024 (November 20, 2024) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporatio

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2024 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

September 30, 2024

Exhibit 99.1 THE LGL GROUP, INC. REPORTS Third QUARTER 2024 RESULTS ORLANDO, FL. – November 13, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the third quarter ended September 30, 2024. Third Quarter 2024 • Total revenues increased $201,000 to $1,179,000 for the three months ended September 30, 2024 from $978,000 fo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPO

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804

The LGL Group, Inc. 2525 Shader Road Orlando, Florida 32804 Via EDGAR Transmission October 3, 2024 U.S. Securities and Exchange Commission Division of Corporation Finance, Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Attention: Eiko Yaoita Pyles Andrew Blume Re: The LGL Group, Inc. (the "Company") Form 10-K for the Year Ended December 31, 2023 Filed April 1, 2024 File No. 001-

Financial Statements and Exhibits, Other Events

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): September 19, 2024 The LGL Group, Inc. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

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): August 13, 2024

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): August 13, 2024 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

June 30, 2024

Exhibit 99.1 THE LGL GROUP, INC. REPORTS second QUARTER 2024 RESULTS ORLANDO, FL. – August 13, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the second quarter ended June 30, 2024. Second Quarter 2024 • Total revenues increased $347,000 to $1,068,000 for the three months ended June 30, 2024 from $721,000 for the thr

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PU

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00

Conflict Minerals Report for the year ended December 31, 2023

Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2023 This Conflict Minerals Report (the "Report") for the year ended December 31, 2023 was prepared by The LGL Group, Inc. (hereinafter referred to as "LGL," "LGL Group," the "Company," "we," "us," or "our") pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended ("Rule 13p-1"). The term

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation (Commission File Number (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Executive Offices) (Zip

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT P

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 15, 2024 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

March 31, 2024

Exhibit 99.1 THE LGL GROUP, INC. REPORTS First QUARTER 2024 RESULTS ORLANDO, FL. – May 15, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") announced today its financial results for the first quarter ended March 31, 2024. First Quarter 2024 • Total revenues decreased $96,000 to $888,000 for the three months ended March 31, 2024 from $984,000 for the three mont

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 16, 2024 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

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): (April 1, 2024)

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): (April 1, 2024) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

As of December 31,

Exhibit 99.1 THE LGL GROUP, INC. REPORTS Fourth QUARTER AND FULL FISCAL YEAR 2023 RESULTS Fourth Quarter 2023 • Total revenues increased $417,000 to $995,000 for the three months ended December 31, 2023 from $578,000 for the three months ended December 31, 2022 • Income (loss) from continuing operations before income taxes and after non-controlling interests increased $466,000 to $303,000 for the

Form of Restricted Stock Agreement under The LGL Group, Inc. 2021 Incentive Plan.

Exhibit 10.1b THE LGL GROUP, INC. 2021 INCENTIVE PLAN RESTRICTED STOCK AGREEMENT THIS RESTRICTED STOCK AGREEMENT (this “Agreement”), dated [DATE] (the “Date of Grant”), is made by and between The LGL Group, Inc., a Delaware corporation (the “Company”), and [PARTICIPANT NAME] (the “Participant”). WHEREAS, the Participant serves as a Director who provides services to the Company and/or its subsidiar

Subsidiaries of The LGL Group, Inc.*

EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization The LGL Group Investment Precise Time and Frequency, LLC Delaware 100.0 % P3 Logistic Solutions LLC Delaware 100.0 Lynch Capital International, LLC Delaware 100.0 LGL Systems Acquisition Holding Company, LLC Delaware 34.8 Lynch Systems Acquisition Holding Company, LLC Delaware 100.0 LGL Systems Nevada Ma

Form of Stock Option Agreement under The LGL Group, Inc. 2021 Incentive Plan.

Exhibit 10.1a THE LGL GROUP, INC. 2021 INCENTIVE PLAN STOCK OPTION AGREEMENT Participant Date of Grant Number of Shares Exercise Price Expiration Date This Stock Option Agreement (this “Agreement”) is made and entered into as of the Date of Grant indicated above by and between The LGL Group, Inc., a Delaware corporation (the “Company”), and the Participant named above. WHEREAS, the Participant is

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

Policy Relating to Recovery of Erroneously Awarded Compensation.

Exhibit 97.1 THE LGL GROUP, INC. Recovery of Erroneously Awarded Compensation Policy The LGL Group, Inc. (the “Company”, or “LGL”) has adopted this Recovery of Erroneously Awarded Compensation Policy (this “Recovery Policy”) to set forth the procedures for the identification, review, and recovery of erroneously awarded incentive-based compensation involving the Company and any “Executive Officer”

Preferability Letter on Change in Accounting Principle from PKF O'Connor Davies LLP.*

Exhibit 18.1 April 1, 2024 Board of Directors The LGL Group, Inc. 2525 Shader Road Orlando, FL 32804 We are providing this letter to you for inclusion as an exhibit to your Form 10-K filing pursuant to Item 601 of Regulation S-K. We have audited the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 and issued our report ther

The LGL Group, Inc. Insider Trading Policy.

Exhibit 19.1 THE LGL GROUP, INC. POLICY AND PROCEDURES GOVERNING SALES AND PURCHASES OF COMPANY AND RELATED SECURITIES BY INSIDERS I. PURPOSE In order to comply with federal and state securities laws governing (a) trading in an issuer’s securities while in the possession of “material nonpublic information” concerning the issuer, and (b) disclosure of material nonpublic information about an issuer

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): December 6, 2023

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): December 6, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

THE LGL GROUP TO PRESENT AT SIDOTI VIRTUAL INVESTOR CONFERENCE DECEMBER 7

Exhibit 99.1 THE LGL GROUP TO PRESENT AT SIDOTI VIRTUAL INVESTOR CONFERENCE DECEMBER 7 ORLANDO, FL. December 6, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its Co-CEO's, Marc Gabelli and Timothy Foufas will make a presentation to investors at the Sidoti Small-Cap Virtual Investor Conference on December 7, 2023. The presentation will begin at 11:30 am Eastern

Financial Statements and Exhibits, Other Events

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): December 6, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material Pursuant to §240.

Financial Statements and Exhibits

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): September 27, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

Exhibit 99.1 THE LGL GROUP REPORTS SECOND QUARTER 2023 RESULTS, CHAIRMAN MARC GABELLI WELCOMES THE ELECTION OF TWO INDEPENDENT BOARD MEMBERS AND THE APPOINTMENT OF A CO-CEO ORLANDO, FL. August 23, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three and six months ended June 30, 2023. ● Revenue of $403,000 for the three months ended

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): (August 23, 2023) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

THE LGL GROUP CHAIRMAN MARC GABELLI ANNOUNCES THE ELECTION OF TWO INDEPENDENT BOARD MEMBERS AND THE APPOINTMENT OF CO-CEO TIMOTHY FOUFAS TO HELP BUILD VALUE ACROSS MULTIPLE INDUSTRIES

Exhibit 99.1 THE LGL GROUP CHAIRMAN MARC GABELLI ANNOUNCES THE ELECTION OF TWO INDEPENDENT BOARD MEMBERS AND THE APPOINTMENT OF CO-CEO TIMOTHY FOUFAS TO HELP BUILD VALUE ACROSS MULTIPLE INDUSTRIES ORLANDO, FL. August 15, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced that on August 11, 2023, the Board of Directors elected Ms. Darlene DeRemer and Mr. Herve Franco

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): August 16, 2023

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): August 16, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

Exhibit 99.1 THE LGL GROUP REPORTS FIRST QUARTER 2023 RESULTS. CHAIRMAN OF THE BOARD MARC GABELLI ARRANGES PLANS OF ASSET DEPLOYMENT STRATEGY ORLANDO, FL. June 16, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three months ended March 31, 2023. ● Revenue of $441,000 for the three months ended March 31, 2023 compared to $417,000 for

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2023 (

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2023 (June 16, 2023) THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of In

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): June 16, 2023

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): June 16, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numb

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

Exhibit 99.1 THE LGL GROUP REPORTS FIRST QUARTER 2023 RESULTS. CHAIRMAN OF THE BOARD MARC GABELLI ARRANGES PLANS OF ASSET DEPLOYMENT STRATEGY ORLANDO, FL. June 16, 2023 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three months ended March 31, 2023. ● Revenue of $441,000 for the three months ended March 31, 2023 compared to $417,000 for

Conflict Minerals Report as required by Items 1.01 and 1.02.

Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2022 This Conflict Minerals Report (the “Report”) for the year ended December 31, 2022 was prepared by The LGL Group, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”). The term “Conflict Minerals”

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Execu

The LGL Group, Inc. (NYSE MKT: LGL) Investor Update Webinar May 3, 2023

The LGL Group, Inc. (NYSE MKT: LGL) Investor Update Webinar May 3, 2023 Safe Harbor Statement Information included or incorporated by reference in this presentation may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different than the future res

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): May 16, 2023

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): May 16, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP

THE LGL GROUP

Exhibit 99.1 THE LGL GROUP ANNOUNCES A CHANGE OF AUDITOR. CHAIRMAN OF THE BOARD MARC GABELLI EXPRESSES HIS APPRECIATION FOR THE PROFESSIONALISM PROVIDED BY RSM ORLANDO, FL. May 2, 2023 –The LGL Group, Inc.: (a) Dismissal of independent registered public accounting firm On April 26, 2023, the Audit Committee (the “Committee”) of the Board of Directors of The LGL Group, Inc. (the “Company dismissed

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): May 2, 2023

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): May 2, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Number

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): May 2, 2023

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): May 2, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Number

THE LGL GROUP

Exhibit 99.1 THE LGL GROUP WEBINAR REMINDER. MARC GABELLI LGL CHAIRMAN AND CEO TO PRESENT ALONG WITH EXECUTIVE TEAM ORLANDO, FL May 1, 2023 –As earlier announced on April 18, 2023, The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) will hold a webinar to discuss its operations. Marc Gabelli, the LGL Chairman and Chief Executive Officer, along with the Executive team, are to present

Letter from RSM US LLP.

333 S. Garland Avenue Suite 1410 Orlando, FL 32801, USA O +1 407 898 2727 F +1 407 895 1335 www.rsmus.comExhibit 16.1 May 2, 2023 Securities and Exchange Commission Washington, D.C. 20549 Commissioners: We have read The LGL Group, Inc.’s statements included under Item 4.01(a) of its Form 8-K filed on May 2, 2023, and we agree with such statements concerning our firm. /s/ RSM US LLP

THE LGL GROUP

Exhibit 99.1 THE LGL GROUP ANNOUNCES WEBINAR TO REVIEW ITS OPERATIONS ORLANDO, FL April 18, 2023 –The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) will hold a webinar to discuss its operations. Marc Gabelli, the LGL Chairman and Chief Executive Officer, along with the Executive team, are to present the Company’s recent financial results and going forward activities. “This is an ex

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): April 18, 2023

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): April 18, 2023 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Subsidiaries of The LGL Group, Inc.*

EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization The LGL Group Investment Precise Time and Frequency, LLC Delaware 100.0 % LGL Systems Acquisition Holding Company, LLC Delaware * * VIE immaterial remaining investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One) ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on

Submission of Matters to a Vote of Security Holders

lgl-8k20221220.htm 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): December 20, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definitive Additional Materials ? Soliciting Material Pursuant to ?240.

Three Months Ended September 30,

Exhibit 99.1 THE LGL GROUP REPORTS THIRD QUARTER 2022 RESULTS ORLANDO, FL November 14, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) announced its financial results for the three and nine months ended September 30, 2022. ? Revenue of $8.8 million for the three months ended September 30, 2022 increased 16.8% compared to $7.5 million for the comparable prior year period. F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL G

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Current Report

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): November 9, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events

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): October 19, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

EP1 = EP0 x MP0 / (FMV0 + MP0)

Exhibit 99.1 THE LGL GROUP ANNOUNCES ADJUSTMENT OF LGL WARRANTS ORLANDO, FL October 19, 2022 ? The LGL Group, Inc. (NYSE American: LGL) today announced the adjustment to the terms for its warrants, as a result of its M-tron Industries, Inc. spin-off. The adjustments are as follows: ? LGL warrants exercise price is adjusted to $4.75 from $12.50 original before the MTron spin ? LGL warrants trigger

Financial Statements and Exhibits

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): October 14, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

THE LGL GROUP, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE COMPANY

Exhibit 99.1 THE LGL GROUP, INC. UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL INFORMATION FOR THE COMPANY On August 3, 2022, the Board of Directors of The LGL Group, Inc. (the ?Company?) approved the spin-off of the Mtron business into an independent, publicly traded company (the ?Spin-Off?) by means of a distribution of 100% of the outstanding common stock of M-tron Industries, Inc. (?Mtron?), on a

EP1 = EP0 x MP0 / (FMV0 + MP0)

Exhibit 99.1 THE LGL GROUP ANNOUNCES COMPLETION OF THE SPIN-OFF OF M-TRON INDUSTRIES, INC. AND UPDATES EFFECT ON LGL WARRANTS ORLANDO, FL October 12, 2022 ? The LGL Group, Inc. (NYSE American: LGL) announced that it has completed its previously announced spin-off of M-tron Industries, Inc. (NYSE American: MPTI) on October 7, 2022, as previously announced. ? Mtron common stock trades on the NYSE Am

Changes in Control of Registrant, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

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): October 12, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

Financial Statements and Exhibits, Other Events

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): September 16, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

THE LGL GROUP ANNOUNCES EXPECTED COMPLETION FOR THE SPIN-OFF OF M-TRON INDUSTRIES, INC. ON OCTOBER 7, 2022

Exhibit 99.1 THE LGL GROUP ANNOUNCES EXPECTED COMPLETION FOR THE SPIN-OFF OF M-TRON INDUSTRIES, INC. ON OCTOBER 7, 2022 ORLANDO, FL September 16, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) today announced that its previously announced spin-off of M-tron Industries, Inc. (?Mtron?) is expected to be completed on October 7, 2022. The Board of Directors previously establi

The LGL Group, Inc. (NYSE MKT: LGL) Investor Update Webinar September 8, 2022

The LGL Group, Inc. (NYSE MKT: LGL) Investor Update Webinar September 8, 2022 Safe Harbor Statement Information included or incorporated by reference in this presentation may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different than the futu

Regulation FD Disclosure, Financial Statements and Exhibits

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): September 8, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits, Other Events

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): September 2, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

THE LGL GROUP ANNOUNCES WEBINAR TO REVIEW ITS OPERATIONS

Exhibit 99.1 THE LGL GROUP ANNOUNCES WEBINAR TO REVIEW ITS OPERATIONS ORLANDO, FL September 2, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) will hold a webinar to discuss its operations. The webinar will be held on September 8, 2022 at 9:00am Eastern time (US and Canada). You will need to access the following link to register in advance for this webinar: https://us06web

Financial Statements and Exhibits

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): August 24, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Amended and Restated Tax Indemnity and Sharing Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc.

Exhibit 10.3 AMENDED AND RESTATED TAX INDEMNITY AND SHARING AGREEMENT BETWEEN THE LGL GROUP, INC. AND M-TRON INDUSTRIES, INC. Dated as of August 19, 2022 Table of Contents Page SECTION 1. Definition of Terms 1 SECTION 2. Allocation of Taxes and Tax-Related Losses. 8 2.1 Allocation of Taxes 8 2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes 8 2.3 Tax Payments 8 SECTION

Amended and Restated Transitional Administrative and Management Services Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc.

Exhibit 10.2 AMENDED AND RESTATED TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS AMENDED AND RESTATED TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this ?Agreement?) is dated as of August 19, 2022, between The LGL Group, Inc., a Delaware corporation (?LGL?), and M-tron Industries, Inc., a Delaware corporation (?Mtron?, and together with LGL, ?Parties?, or each

Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.

Exhibit 10.1 AMENDED & RESTATED SEPARATION AND DISTRIBUTION AGREEMENT THIS AMENDED & RESTATED SEPARATION AND DISTRIBUTION AGREEMENT (this ?Agreement?) is dated as of August 19, 2022 between The LGL Group, Inc., a Delaware corporation (?LGL?), and M?tron Industries, Inc., a Delaware corporation and, as of the date of this Agreement, a wholly owned subsidiary of LGL (?Mtron?). As used herein, LGL on

Financial Statements and Exhibits, Other Events

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): August 11, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

THE LGL GROUP ANNOUNCES UPDATE TO ANNOUNCED SPIN-OFF

Exhibit 99.1 THE LGL GROUP ANNOUNCES UPDATE TO ANNOUNCED SPIN-OFF ORLANDO, FL August 11, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) today announced that LGL?s Board of Directors has decided to reschedule the previously announced spin-off of M-Tron Industries, Inc. (?MtronPTI?). The Board has established September 30, 2022 as the new record date and October 7, 2022 as

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Three Months Ended June 30,

Exhibit 99.1 THE LGL GROUP REPORTS SECOND QUARTER 2022 RESULTS ORLANDO, FL August 9, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) announced its financial results for the three and six months ended June 30, 2022. ? Revenue of $7.4 million for the three months ended June 30, 2022 increased 8.0% compared to $6.9 million for the comparable prior year period. For the six mon

Tax Indemnity and Sharing Agreement

Exhibit 10.3 TAX INDEMNITY AND SHARING AGREEMENT BETWEEN THE LGL GROUP, INC. AND M-TRON INDUSTRIES, INC. Dated as of August 3, 2022 Table of Contents Page SECTION 1. Definition of Terms SECTION 2. Allocation of Taxes and Tax-Related Losses. 8 2.1 Allocation of Taxes 8 2.2 Allocation of Deconsolidation Taxes, Distribution Taxes and Transfer Taxes 8 2.3 Tax Payments 8 SECTION 3. Preparation and Fili

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP,

Transitional Administrative and Management Services Agreement

Exhibit 10.2 TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT THIS TRANSITIONAL ADMINISTRATIVE AND MANAGEMENT SERVICES AGREEMENT (this ?Agreement?) is dated as of August 3, 2022, between The LGL Group, Inc., a Delaware corporation (?LGL?), and M-tron Industries, Inc., a Delaware corporation (?Mtron?, and together with LGL, ?Parties?, or each individually, a ?Party?). WHEREAS, followin

Separation and Distribution Agreement

Exhibit 10.1 SEPARATION AND DISTRIBUTION AGREEMENT THIS SEPARATION AND DISTRIBUTION AGREEMENT (this ?Agreement?) is dated as of August 3, 2022 between The LGL Group, Inc., a Delaware corporation (?LGL?), and M?tron Industries, Inc., a Delaware corporation and, as of the date of this Agreement, a wholly owned subsidiary of LGL (?Mtron?). As used herein, LGL on the one hand, and Mtron, on the other

Financial Statements and Exhibits

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): August 9, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Financial Statements and Exhibits, Other Events

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): August 3, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

THE LGL GROUP ANNOUNCES RECORD DATE OF AUGUST 12, 2022 AND ANTICIPATES COMPLETING SPIN-OFF OF M-TRON INDUSTRIES, INC. ON AUGUST 19, 2022

Exhibit 99.1 THE LGL GROUP ANNOUNCES RECORD DATE OF AUGUST 12, 2022 AND ANTICIPATES COMPLETING SPIN-OFF OF M-TRON INDUSTRIES, INC. ON AUGUST 19, 2022 ORLANDO, FL August 3, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) today announced that its Board of Directors has established August 12, 2022 as the record date (the ?Record Date?) and August 19, 2022 as the anticipated d

Security Agreement by and among Piezo Technology, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed on June 21, 2022)

Security Agreement This Security Agreement (the "Agreement") is made as of June 15, 2022 by PIEZO TECHNOLOGY, INC.

Promissory Note in favor of Fifth Third Bank, National Association, dated June 15, 2022 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on June 21, 2022)

REVOLVING CREDIT PROMISSORY NOTE $5,000,000.00 June 15, 2022 (the ?Effective Date?) FOR VALUE RECEIVED, the undersigned, M-TRON INDUSTRIES, INC., a Delaware corporation, and PIEZO TECHNOLOGY, INC., a Florida corporation (collectively, the "Borrower"), with an address of 2525 Shader Road, Orlando, Florida 32804, jointly and severally, hereby unconditionally promises to pay to the order of FIFTH THI

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 15, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Submission of Matters to a Vote of Security Holders

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): June 21, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Security Agreement by and among M-Tron Industries, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed on June 21, 2022)

Security Agreement This Security Agreement (the "Agreement") is made as of June 15, 2022 by M?TRON INDUSTRIES, INC.

Credit Agreement by and among M-Tron Industries, Inc., Piezo Technology, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on June 21, 2022)

CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of June 15, 2022, by and between M?TRON INDUSTRIES, INC.

Current Report

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): May 31, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Execu

Conflict Minerals Report as required by Items 1.01 and 1.02.

EX-1.01 2 lgl-ex1016.htm EX-1.01 Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2021 This Conflict Minerals Report (the “Report”) for the year ended December 31, 2021 was prepared by The LGL Group, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Rule”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

Exhibit 99.1 THE LGL GROUP REPORTS FIRST QUARTER 2022 RESULTS ORLANDO, FL May 12, 2022 ? The LGL Group, Inc. (NYSE American: LGL) (the ?Company? or ?LGL?) announced its financial results for the three months ended March 31, 2022. ? Revenue of $8.1 million increased 24.1% compared to $6.5 million for Q1 2021. ? Diluted net income of $0.03 per share compared to $0.01 per share for the prior year qua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 )

DEFM14A 1 lgl-defm14a20220621.htm DEFM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Onl

APPENDIX B

APPENDIX B \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COMMON S

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON MAY 11, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE This information statement is being furnished by The LGL Group, Inc., a Delaware corporation (the ?Company?), in conne

Current Report

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): April 27, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

1(212) 318-6906

CORRESP 10 filename10.htm 1(212) 318-6906 [email protected] April 11, 2022 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sergio Chinos Re: The LGL Group Inc. Preliminary Proxy Statement on Schedule 14A (File No. 001-00106) filed on February 14, 2022 Dear : Dear Mr. Chinos: On behalf of our client, The LGL Group Inc. (the “Company”), we a

THE LGL GROUP, INC. Form of Proxy Common Stock SPECIAL MEETING OF STOCKHOLDERS OF THE LGL GROUP, INC. [•], 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

THE LGL GROUP, INC. Form of Proxy Common Stock SPECIAL MEETING OF STOCKHOLDERS OF THE LGL GROUP, INC. [•], 2022 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Michael J. Ferrantino and James W. Tivy, and each of them acting alone, with the power to appoint his substitute, proxy to represent the undersigned and vote as designated on the reverse all of th

APPENDIX B

APPENDIX B \ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1 ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Def

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COMMON

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON APRIL 11, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE This information statement is being furnished by The LGL Group, Inc., a Delaware corporation (the “Company”), in con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K

\ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

Subsidiaries of The LGL Group, Inc.*

EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization The LGL Group Investment M-tron Systems Holdings, LLC Delaware M-tron Industries, Inc. Delaware 100.0 % Piezo Technology, Inc. Florida 100.0 % Piezo Technology India Private Ltd. India 99.9 % M-tron Asia, LLC Delaware 100.0 % M-tron Industries, Ltd. Hong Kong 100.0 % M-tron Services, Ltd. Hong Kong 100.0

As filed with the Securities and Exchange Commission on March 28, 2022

As filed with the Securities and Exchange Commission on March 28, 2022 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) THE LGL GROUP, INC.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2022).

EXHIBIT 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The LGL Group, Inc. (?LGL? or the ?Company?) has authority to issue 30,000,000 shares of capital stock, consisting entirely of common stock, $0.01 par value per share (the ?Common Stock?). The following is a summary of the material terms of the Common Stock and the Warran

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PREM14A 1 lgl-prem14a20220214.htm PREM14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COM

APPENDIX A PRELIMINARY INFORMATION STATEMENT FILED BY M-TRON INDUSTRIES, INC. WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 14, 2022; TO BE AMENDED PRELIMINARY AND SUBJECT TO COMPLETION INFORMATION STATEMENT M-tron Industries, Inc. COMMON STOCK, PAR VALUE $0.01 PER SHARE This information statement is being furnished by The LGL Group, Inc., a Delaware corporation (the ?Company?), in

Calculation of Filing Fee Tables FORM PREM 14A (Form Type) The LGL Group, Inc. (Exact name of Registrant as Specified in its Charter)

Exhibit 107 Calculation of Filing Fee Tables FORM PREM 14A (Form Type) The LGL Group, Inc.

The LGL Group, Inc. Pre-Announces Q4 2021 Revenues, Backlog, Cash and Marketable Securities, Updates its MtronPTI Spin-Off Progress, and Sets the Date for its Q4, 2021 Earnings Release and Conference Call

Exhibit 99.1 The LGL Group, Inc. Pre-Announces Q4 2021 Revenues, Backlog, Cash and Marketable Securities, Updates its MtronPTI Spin-Off Progress, and Sets the Date for its Q4, 2021 Earnings Release and Conference Call ORLANDO, Fla., February 14, 2022 ? The LGL Group, Inc. pre-announces Q4 2021 revenues, backlog, cash and marketable securities and updates its MtronPTI spin-off progress and sets the

Financial Statements and Exhibits

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): February 14, 2022 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Financial Statements and Exhibits

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): December 28, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Certificate of Amendment to Certificate of Incorporation.

EX-3.1 2 lgl-ex316.htm EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE LGL GROUP, INC. THE LGL GROUP, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The name of the Corporation is The LGL Group, Inc. The Certificate of Incorporation of the C

Submission of Matters to a Vote of Security Holders

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): December 28, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION THE LGL GROUP, INC.

EX-2 3 lgl-ex27.htm ANNEX B ANNEX B CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE LGL GROUP, INC. THE LGL GROUP, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows: 1.The name of the Corporation is The LGL Group, Inc. The Certificate of Incorporation of the Corpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14A 1 lgl-def14a20211229.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

The LGL Group, Inc. 2021 Incentive Plan.

ANNEX A The LGL Group, Inc. 2021 Incentive Plan Article 1 Establishment and Purpose 1.1Establishment of the Plan. The LGL Group, Inc., a Delaware corporation (the ?Company?), hereby establishes an incentive compensation plan (as amended from time to time, the ?Plan?), as set forth in this document. 1.2Purpose of the Plan. The purposes of the Plan are to (a) enable the Company and any Affiliate to

CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION THE LGL GROUP, INC.

ANNEX B CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF INCORPORATION OF THE LGL GROUP, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14A 1 lgl-pre14a20211229.htm PRE 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as

The LGL Group, Inc. 2021 Incentive Plan Article 1 Establishment and Purpose

ANNEX A The LGL Group, Inc. 2021 Incentive Plan Article 1 Establishment and Purpose 1.1Establishment of the Plan. The LGL Group, Inc., a Delaware corporation (the ?Company?), hereby establishes an incentive compensation plan (as amended from time to time, the ?Plan?), as set forth in this document. 1.2Purpose of the Plan. The purposes of the Plan are to (a) enable the Company and any Affiliate to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL G

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 15, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 THE LGL GROUP REPORTS THIRD QUARTER 2021 RESULTS ORLANDO, FL November 15, 2021 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”) announced its financial results for the three and nine months ended September 30, 2021. • Operating revenues declined to $7.5 million from $8.1 million for the prior year quarter, and declined to $20.9 milli

Current Report

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): October 25, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

LGL Announces Approval of Spin-off and Holdings of IRNT Shares

Exhibit 99.1 LGL Announces Approval of Spin-off and Holdings of IRNT Shares ORLANDO, FL, October 1, 2021 ? The LGL Group, Inc. (?LGL? or ?the Company?) announced today that its Board of Directors (?BOD?) has approved a spin-off of the MTron/PTI subsidiary. The Company had previously announced its exploration of this potential spin-off transaction and will now proceed with the spin-off, which will

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): September 27, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

LGL Announces Exploration of Potential Spin-off of MTronPTI Business

Exhibit 99.1 LGL Announces Exploration of Potential Spin-off of MTronPTI Business ORLANDO, FL, August 12, 2021 ? The LGL Group, Inc. (?LGL? or ?the Company?) announced today that its board of directors has authorized the company?s management team to explore a potential spin-off of its MTronPTI business into a newly created and separately traded public company. The LGL Group continues to strive for

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): August 11, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 THE LGL GROUP REPORTS SECOND QUARTER 2021 RESULTS ORLANDO, FL August 11, 2021 – The LGL Group, Inc. (NYSE: LGL) (the “Company” or “LGL”), announced its financial results for the three and six months ended June 30, 2021. • Revenues of $6.9 million compared to Q2 2020 revenues of $7.1 million • Operating income of $0.6 million versus $0.2 million for the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP,

Conflict Minerals Report as required by Items 1.01 and 1.02.

EX-1.01 2 lgl-ex1016.htm EX-1.01 Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2020 This Conflict Minerals Report (the “Report”) for the year ended December 31, 2020 was prepared by The LGL Group, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Execu

THE LGL GROUP, INC. Condensed Consolidated Statements of Operations (Dollars in Thousands, Except Share and Per Share Amounts)

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 THE LGL GROUP REPORTS FIRST QUARTER 2021 RESULTS ORLANDO, FL May 12, 2021 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three months ended March 31, 2021. • Revenues of $6.5 million declined (24.2%) compared to Q1 2020 revenues of $8.6 million • Operating loss of $60,000 versus income of $0

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 12, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*

Exhibit 4.4 DESCRIPTION OF THE REGISTRANT?S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The LGL Group, Inc. (?LGL? or the ?Company?) has authority to issue 10,000,000 shares of capital stock, consisting of entirely of common stock, $0.01 par value per share (the ?Common Stock?). The following is a summary of the material terms of the Common Stock and the War

Subsidiaries of The LGL Group, Inc.*

EX-21.1 3 lgl-ex21110.htm EX-21.1 EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization The LGL Group Investment M-tron Systems Holdings, LLC Delaware M-tron Industries, Inc. Delaware 100.0 % Piezo Technology, Inc. Florida 100.0 % Piezo Technology India Private Ltd. India 99.9 % M-tron Asia, LLC Hong Kong 100.0 % M-tron Industries, Ltd. Hong Kong 100.0 % M-

Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

LGL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 LGL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2020 RESULTS ORLANDO, FL, March 24, 2021 – The LGL Group, Inc. (the “Company” or “LGL”; NYSE American: LGL), announced its financial results for the year ended December 31, 2020 • Results for the year reflect strong underlying fundamentals as Defense and Space Industry strength replaces the mix shifts from

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 24, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Current Report

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): March 19, 2021 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 61) The LGL Group, Inc.

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 61) The LGL Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 50186A108 (CUSIP Number) David Goldman GAMCO Investors, Inc. One Corporate Center Rye, New York 10580-1435 (914) 921-5000 (Name, Address and Telephone Number of Person Authorized to Recei

Submission of Matters to a Vote of Security Holders - 8-K

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): December 29, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

- 8-K TO ANNOUNCE AGM

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): November 13, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL G

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 12, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Three months ended

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 THE LGL GROUP REPORTS THIRD QUARTER 2020 RESULTS ORLANDO, FL, November 12, 2020 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three and nine months ended September 30, 2020. • Revenues of $8.1 million declined (6.0%) compared to Q3 2019 revenues of $8.6 million • Operating income was $0.7 m

-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 38-1799862 (State or other jurisdiction (IRS Employer of incorporation) Identification No.) 2525 Shader Road, Orl

WARRANT AGREEMENT

EX-4.1 2 ex41to8a12b0372503611102020.htm Exhibit 4.1 WARRANT AGREEMENT WARRANT AGREEMENT, (this “Agreement”) dated as of November 10, 2020, among The LGL Group, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company”, and t

THE LGL GROUP, INC. 5,258,320 Warrants to Purchase Shares of Common Stock 1,051,664 Shares of Common Stock, $0.01 par value per share

Filed Pursuant to Rule 424(b)(3) Registration No. 333-249639 THE LGL GROUP, INC. 5,258,320 Warrants to Purchase Shares of Common Stock 1,051,664 Shares of Common Stock, $0.01 par value per share We are distributing at no cost to you, as a holder of our common stock, par value $0.01 per share, transferable warrants to purchase shares of our common stock. If you own shares of our common stock on Nov

THE LGL GROUP, INC. 2525 Shader Road Orlando, Florida 32804 November 4, 2020

THE LGL GROUP, INC. 2525 Shader Road Orlando, Florida 32804 November 4, 2020 VIA EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sergio Chinos Division of Corporation Finance Re: The LGL Group, Inc. Registration Statement on Form S-1 (No. 333-249639) Ladies and Gentlemen: The LGL Group, Inc. hereby requests, pursuant to Rule 461 promulgated under

-

As filed with the Securities and Exchange Commission on November 2, 2020 Registration No.

Form of Warrant Certificate.

EX-4.3 2 ex43tos1a10372503611022020.htm Exhibit 4.3 [FORM OF WARRANT CERTIFICATE] EXERCISABLE ONLY IF COUNTERSIGNED BY THE WARRANT AGENT AS PROVIDED HEREIN. Warrant Certificate Evidencing Warrants to Purchase Common Stock, par value of $0.01 per share, as described herein. THE LGL GROUP, INC. No. CUSIP [•] VOID AFTER 5:00 p.m., NEW YORK CITY TIME, ON NOVEMBER 16, 2025 This Warrant Certificate (“Wa

Form of Warrant Agreement, by and among the Company, Computershare Inc., and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-249639) filed with the SEC on November 2, 2020).

Exhibit 4.4 WARRANT AGREEMENT WARRANT AGREEMENT, (this “Agreement”) dated as of [•], 2020, among The LGL Group, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation (“Computershare”), and its wholly-owned subsidiary, Computershare Trust Company, N.A., a federally chartered trust company (the “Trust Company”, and together with Computershare, the “Warrant Agent”).

Financial Statements and Exhibits - 8-K

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): October 29, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

The LGL Group, Inc. Declares a Warrant Dividend

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 The LGL Group, Inc. Declares a Warrant Dividend ORLANDO, FL, October 29, 2020 – The LGL Group, Inc. (NYSE American: LGL) (the "Company") today announced that on October 27, 2020 the Board of Directors declared a dividend of warrants to purchase shares of its common stock to holders of record of its common stock as of November 9, 2020, the record date s

The LGL Group, Inc. Announces Proposed Warrant Dividend

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 The LGL Group, Inc. Announces Proposed Warrant Dividend ORLANDO, FL, October 27, 2020 – The LGL Group, Inc. (NYSE American: LGL) (the "Company") today announced it has filed a registration statement on Form S-1 with the Securities and Exchange Commission, relating to a proposed dividend of warrants to purchase shares of its common stock. The Company in

Financial Statements and Exhibits - 8-K

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): October 27, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

Registration Statement -

As filed with the Securities and Exchange Commission on October 23, 2020 Registration No.

- 8-K

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): August 27, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 11, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Three months ended

Exhibit 99.1 THE LGL GROUP REPORTS SECOND QUARTER 2020 RESULTS ORLANDO, FL, August 11, 2020 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three and six months ended June 30, 2020. • Revenues of $7.1 million declined (9.9%) compared to Q2 2019 revenues of $7.8 million • Operating income of $184,000 in Q2 2020 versus $856,000 for the pri

Financial Statements and Exhibits

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 2, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Independent Contractor Agreement between the Company and Joan Atkinson Nano (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).+

EX-10.1 2 lgl-ex10115.htm EX-10.1 Exhibit10.1 Independent Contractor Agreement This Independent Contractor Agreement (“Agreement”) is made and entered into by the undersigned parties: The LGL Group, Inc. (known as the “Company”) and Joan Atkinson Nano (known as the “Consultant”). In consideration of the promises, rights and obligations set forth below, the parties hereby agree as follows: 1. Servi

Conflict Minerals Report as required by Items 1.01 and 1.02.

Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2019 This Conflict Minerals Report (the “Report”) for the year ended December 31, 2019 was prepared by The LGL Group, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended. The term “Conflict Minerals” is

- SD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address of Principal Execu

Loan Agreement by and among M-tron Industries, Inc., Piezo Technology, Inc. and Synovus Bank, dated May 12, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020).

EX-10.1 2 lgl-ex10188.htm EX-10.1 LOAN AGREEMENT [Non Borrowing Base] THIS LOAN AGREEMENT (this “Agreement”), dated as of this 12th day of May, 2020, by and between M-TRON INDUSTRIES, INC., a Delaware corporation, and PIEZO TECHNOLOGY, INC., a Florida corporation, whose address is 2525 Shader Road, Orlando, Florida 32804 (jointly and severally, individually and/or collectively, the “Borrower”), an

Security Agreement by and among M-tron Industries, Inc., Piezo Technology, Inc. and Synovus Bank, dated May 12, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020).

EX-10.3 4 lgl-ex10390.htm EX-10.3 SECURITY AGREEMENT This SECURITY AGREEMENT dated as of May 12, 2020 (the “Security Agreement”), is executed by and among M-TRON INDUSTRIES, INC., a Delaware corporation, and PIEZO TECHNOLOGY, INC., a Florida corporation, whose address is 2525 Shader Road, Orlando, Florida 32804 (jointly and severally, individually and/or collectively, the “Debtor”), and SYNOVUS BA

Promissory Note in favor of Synovus Bank, dated May 12, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 15, 2020).

EX-10.2 3 lgl-ex10289.htm EX-10.2 FLORIDA DOCUMENTARY STAMP TAXES IN THE AMOUNT OF $2,450.00 ARE BEING PAID IN CONNECTION WITH THIS NOTE, AS REQUIRED BY FLORIDA LAW. REVOLVING PROMISSORY NOTE Date of Note:May 12, 2020 Amount of Note: THREE MILLION FIVE HUNDRED THOUSAND AND NO/100 DOLLARS ($3,500,000.00) Maturity Date: May 12, 2022, unless otherwise extended and/or accelerated pursuant to and in ac

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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): May 15, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Quarter ended

Exhibit 99.1 THE LGL GROUP REPORTS FIRST QUARTER 2020 RESULTS ORLANDO, FL, May 15, 2020 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three months ended March 31, 2020. • Revenues of $8.6 million, up 29.9% compared to Q1 2019 revenues of $6.6 million • Operating income of $660,000 in Q1 2020 versus $434,000 for the prior year period. •

Quarterly Report - 10-Q

10-Q 1 lgl-10q20200331.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 15, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Promissory Note, MTron Industries Inc., dated April 15, 2020 (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on April 20, 2020).

EX-10.2 3 lgl-ex10211.htm EX-10.2 Exhibit 10.2 U.S. Small Business Administration NOTE Pursuant to the State of Florida Office of the Governor Executive Order Number 20-95 (COVID-19 Emergency Order – Documentary Stamps for SBA Loans) issued on April 6, 2020, effective on April 3, 2020, the assessment and collection of taxation imposed under Chapter 201, Florida Statutes, is suspended for all notes

Promissory Note, Piezo Technology Inc., dated April 15, 2020 (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on April 20, 2020).

Exhibit 10.1 U.S. Small Business Administration NOTE Pursuant to the State of Florida Office of the Governor Executive Order Number 20-95 (COVID-19 Emergency Order – Documentary Stamps for SBA Loans) issued on April 6, 2020, effective on April 3, 2020, the assessment and collection of taxation imposed under Chapter 201, Florida Statutes, is suspended for all notes and other written obligations mad

THE LGL GROUP ANNOUNCES NEW PAYCHECK PROTECTION PROGRAM LOAN

EX-99.1 5 lgl-ex9916.htm EX-99.1 Exhibit 99.1 THE LGL GROUP ANNOUNCES NEW PAYCHECK PROTECTION PROGRAM LOAN ORLANDO, FL, April 20, 2020 – The LGL Group, Inc. (the “Company” or “LGL”; NYSE American: LGL), announced its operating subsidiaries have entered into loans pursuant to the Paycheck Protection Program under the Coronavirus Aid, Relief, and Economic Security (CARES) Act totaling approximately

Promissory Note, Precise Time and Frequency LLC, dated April 15, 2020 (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on April 20, 2020).

EX-10.3 4 lgl-ex10310.htm EX-10.3 Exhibit 10.3 U.S. Small Business Administration NOTE Pursuant to the State of Florida Office of the Governor Executive Order Number 20-95 (COVID-19 Emergency Order – Documentary Stamps for SBA Loans) issued on April 6, 2020, effective on April 3, 2020, the assessment and collection of taxation imposed under Chapter 201, Florida Statutes, is suspended for all notes

Financial Statements and Exhibits

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): March 31, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Employment Agreement between the Company and Ivan Arteaga (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2020).+

EX-10.1 2 lgl-ex1016.htm EX-10.1 Exhibit 10.1 March 27, 2020 Mr. Ivan Arteaga LGL Group, Inc 2525 Shader Rd Orlando, FL 32804 RE: Interim President & CEO Role Dear Ivan: We are pleased to offer you the position as Interim President and Chief Executive Officer for The LGL Group, Inc. (the “Company”). The following sets forth the terms of the offer and as mutually agreed, your start date was January

Subsidiaries of The LGL Group, Inc.*

EXHIBIT 21.1 The LGL Group, Inc. Subsidiaries Subsidiary Name State or Country of Organization Owned by The LGL Group M-tron Systems Holdings, LLC Delaware 100.0 % M-tron Industries, Inc. Delaware 100.0 % Piezo Technology, Inc. Florida 100.0 % Piezo Technology India Private Ltd. India 99.9 % M-tron Asia, LLC Hong Kong 100.0 % M-tron Industries, Ltd. Hong Kong 100.0 % GC Opportunities Ltd. Mauritiu

LGL / LGL Group, Inc. (The) 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-00106 The LGL Group, Inc.

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.*.

EX-4.4 2 lgl-ex44174.htm EX-4.4 Exhibit 4.4 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The LGL Group, Inc. (“LGL” or the “Company”) has authority to issue 10,000,000 shares of capital stock, consisting of entirely of common stock, $0.01 par value per share (the “Common Stock”). The following is a summary of the material terms

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 30, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

Quarter ended

Exhibit 99.1 LGL GROUP REPORTS FOURTH QUARTER AND FULL YEAR 2019 RESULTS ORLANDO, FL, March 30, 2020 – The LGL Group, Inc. (the “Company” or “LGL”; NYSE American: LGL), announced its financial results for the year ended December 31, 2019. Management will host a conference call today at 4:30 p.m. ET to review the Company's 2019 annual results. Participants are invited to access the call by dialing

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): March 17, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

The LGL Group, Inc. to Announce Q4 and 2019 Annual Results March 30, 2020

Exhibit 99.1 The LGL Group, Inc. to Announce Q4 and 2019 Annual Results March 30, 2020 ORLANDO, Fla., March 17, 2020 - The LGL Group will release its 2019 Q4 and annual results on March 30, 2020. • Balance Sheet Cash Strength bolstered by approximately $3.6 million as a result of sales of 263,725 shares under the Company’s ATM Program. • Positive January and February Monthly order trends were roug

The LGL Group, Inc. Amendment No. 3 to By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 26, 2020).

Exhibit 3.1 AMENDMENT NO. 3 TO THE AMENDED AND RESTATED BY-LAWS OF LGL GROUP, INC. The Amended and Restated By-laws of LGL Group, Inc. (the “Company”) are hereby corrected by deleting Article V Section 5.2 k and l and by reinserting in its entirety the previously deleted Article V Section 5.5. Further, The bylaws of the Company, as previously amended, are hereby further amended, pursuant to a unan

Financial Statements and Exhibits

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): February 26, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 21, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File

The LGL Group, Inc. Amendment No. 2 to By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 21, 2020).

EX-3.1 2 lgl-ex316.htm EX-3.1 Exhibit 3.1 AMENDMENT NO. 2 TO THE AMENDED AND RESTATED BY-LAWS OF LGL GROUP, INC. The Amended and Restated By-laws of LGL Group, Inc. (the “Company”) are hereby amended by renumbering Article V Section 5.2(k and l) of the By-laws as Article V Section 5.2 k and l (and all references to a section number within such section shall be to Article V Section 5.2) and by dele

Financial Statements and Exhibits

8-K 1 lgl-8k20200221.htm 8-K 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): February 21, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Inc

The LGL Group, Inc. Pre-Announces Q4 and 2019 Annual Revenues and Backlog and Sets the Date for its 2019 Annual Earnings Conference Call

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 The LGL Group, Inc. Pre-Announces Q4 and 2019 Annual Revenues and Backlog and Sets the Date for its 2019 Annual Earnings Conference Call ORLANDO, Fla. Flash report: The Company’s Q4 and 2019 Annual Revenues and Backlog are as follows: • Revenues for the fourth quarter of 2019 are expected to be approximately $8.8 million vs. $6.4 million reported for t

THE LGL GROUP, INC. Up to $15,000,000 Common Stock

424B5 1 form424b50372504301222020.htm Filed Pursuant to Rule 424(b)(5) Registration No.: 333-235767 PROSPECTUS SUPPLEMENT (to Prospectus dated January 8, 2020) THE LGL GROUP, INC. Up to $15,000,000 Common Stock We have entered into an Open Market Sale AgreementSM (the “Sales Agreement”), with Jefferies LLC (“Jefferies”), relating to shares of our common stock offered by this prospectus supplement

Open Market Sale Agreement between the Company and Jeffries LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).

EX-1.1 2 ex11to8k0372504301222020.htm Exhibit 1.1 OPEN MARKET SALE AGREEMENTSM January 22, 2020 JEFFERIES LLC 520 Madison Avenue New York, New York 10022 Ladies and Gentlemen: The LGL Group, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell from time to time through Jefferies LLC, as sales agent and/or principal (the “Agent

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 form8k0372504301222020.htm 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): January 22, 2020 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction

LGL / LGL Group, Inc. (The) CORRESP - -

CORRESP 1 filename1.htm THE LGL GROUP, INC. 2525 Shader Road Orlando, Florida 32804 January 6, 2020 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Erin Purnell Re: The LGL Group, Inc. Registration Statement on Form S-3 File No. 333-235767 Ladies and Gentlemen: The undersigned Registrant under the above-referenced Re

LGL / LGL Group, Inc. (The) S-3 - -

S-3 1 e619251s3-lgl.htm As filed with the Securities and Exchange Commission on December 31, 2019 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 THE LGL GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 38-1799862 (State or other jurisdiction of incorporation or

Form of Indenture (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-3 (Registration No. 333-235767) filed with the SEC on December 31, 2019).

EX-4.1 2 e619251ex4-1.htm FORM OF INDENTURE THE LGL GROUP, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [—], 20 Debt Securities Table of Contents Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and

Current Report

8-K 1 lgl-8k20191211.htm 8-K 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): December 11, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Inc

LGL / LGL Group, Inc. (The) 10-Q - Quarterly Report - 10-Q

10-Q 1 lgl-10q20190930.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commiss

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): November 6, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File N

The LGL Group, Inc. Reports Q3 2019 Financial Results, Confirms Investment in SPAC

Exhibit 99.1 The LGL Group, Inc. Reports Q3 2019 Financial Results, Confirms Investment in SPAC ORLANDO, FL, November 12, 2019 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three and nine months ended September 30, 2019. Summary of Q3 2019 Financial Results: • Revenues of $8.6 million, up 35.5% compared to Q3 2018 of $6.3 million • Dil

Current Report

8-K 1 lgl-8k20191107.htm 8-K 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): November 7, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Inco

LGL / LGL Group, Inc. (The) DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.

Current Report

8-K 1 lgl-8k20190808.htm 8-K 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): August 8, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorp

LGL / LGL Group, Inc. (The) 10-Q - Quarterly Report - 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP,

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Num

The LGL Group, Inc. Reports Q2 2019 Financial Results

EX-99.1 2 lgl-ex9916.htm EX-99.1 Exhibit 99.1 The LGL Group, Inc. Reports Q2 2019 Financial Results ORLANDO, FL, August 7, 2019 – The LGL Group, Inc. (NYSE American: LGL) (the “Company” or “LGL”), announced its financial results for the three and six months ended June 30, 2019. Summary of Q2 2019 Financial Results: • Revenues of $7.8 million, up 27.3% compared to Q2 2018 of $6.2 million • Net inco

Current Report

8-K 1 lgl-8k20190724.htm 8-K - CHANGE IN AGM DATE 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 24, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Ju

LGL / LGL Group, Inc. (The) SD - - SD

SD 1 lgl-sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report THE LGL GROUP, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation or Organization) (Commission File Number) (IRS Employer Identification No.) 2525 Shader Road, Orlando, FL 32804 (Address

The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2018

Exhibit 1.01 The LGL Group, Inc. Conflict Minerals Report For the Year Ended December 31, 2018 This Conflict Minerals Report (the “Report”) for the year ended December 31, 2018 was prepared by The LGL Group, Inc. (hereinafter referred to as the “Company,” “we,” “us,” or “our”) pursuant to Rule 13p-1 (the “Rule”) under the Securities Exchange Act of 1934, as amended. The term “Conflict Minerals” is

LGL / LGL Group, Inc. (The) 10-Q Quarterly Report 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-00106 THE LGL GROUP

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 lgl-8k20190508.htm 8-K 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): May 8, 2019 THE LGL GROUP, INC. (Exact Name of Registrant as Specified in Charter) Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorpora