false 0000061004 0000061004 2026-05-21 2026-05-21

 

 

 

Date of report (Date of earliest event reported): May 22, 2026 (May 21, 2026)

 

 

 

Registrant’s Telephone Number, Including Area Code

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

On May 22, 2026, The LGL Group, Inc. ("LGL Group" or the "Company") issued a press release announcing the terms of an offering of transferable subscription rights (the "Rights Offering"), described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished hereto as Exhibit 99.1.

 

 

On May 21, 2026, the Board of Directors of the Company approved the terms of the Rights Offering, pursuant to which the Company intends to distribute, at no charge, transferable subscription rights to holders of record of the Company's common stock, par value $0.01 per share ("Common Stock"), as of the close of business on June 4, 2026 (the "Record Date"), to purchase up to an aggregate of 6,540,435 shares of Common Stock at a fixed subscription price.

 

Each holder of Common Stock as of the Record Date will receive one (1) subscription right for each share of Common Stock owned (each, a "Right" and, collectively, the "Rights"). One (1) Right will entitle the holder to purchase one (1) share of Common Stock at a subscription price that is expected to be equal to the greater of: (i) a discount of not less than 1% and not more than 5% to the average of the daily volume-weighted average prices ("VWAP") of the Common Stock over the thirty (30) consecutive trading days ending on and including the day prior to the Record Date (or June 3, 2026); or (ii) $6.81, the Company's book value attributable to LGL Group common stockholders per share as of March 31, 2026. The Rights Offering will expire at 5:00 p.m., Eastern Time, on June 23, 2026, unless extended by the Company. The Rights are expected to be distributed on or about June 5, 2026, and the Company intends to list the Rights for trading during the subscription period on the NYSE American under the symbol "LGL RT" on or about such date, subject to approval by the NYSE American.

 

Each Rights holder that is a stockholder of record as of the Record Date and that fully exercises its basic subscription right will be entitled to subscribe for additional shares of Common Stock pursuant to an over-subscription privilege, subject to availability and proration. Rights acquired in the secondary market will not be entitled to participate in the over-subscription privilege.

 

The description of the Rights Offering in this Item 8.01 is only a summary and is qualified in its entirety by reference to the press release furnished hereto as Exhibit 99.1

 

The information provided under Items 7.01 and 8.01 of this Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such filing. 

 

 

This Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. The Rights Offering is being conducted pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-295925) (the "Registration Statement"), including the prospectus forming a part thereof, initially filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2026. The Registration Statement has not yet been declared effective by the SEC. No sale of the Rights or the shares of Common Stock issuable upon exercise of the Rights may occur, nor may offers to buy be accepted, prior to the time the Registration Statement becomes effective. Additional information regarding the Rights Offering will be set forth in a final prospectus to be filed with the SEC pursuant to Rule 424(b)(3) under the Securities Act following effectiveness of the Registration Statement. Stockholders should read the prospectus carefully, including the risk factors included and incorporated by reference therein, when available. This Current Report on Form 8-K contains only a summary of certain terms of the Rights Offering. Investors should carefully review the subscription rights certificate and related offering materials, when available, as they will contain important information regarding the Rights Offering and the Rights.

 

 

This Current Report on Form 8-K, including Exhibit 99.1 furnished hereto, contains "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements in this report that are not historical facts are forward-looking statements, including statements of expectations of or assumptions about the Company’s financial and operational performance, revenues, earnings per share, cash flow or use, cost savings and operational efficiencies. The words "anticipate," "assume," "believe," "budget," "estimate," "expect," "forecast," "intend," "plan," "project," "will," and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on assumptions and analyses made by the Company in light of its experience, historical trends, current conditions, expected future developments and other factors that the Company believes are appropriate under the circumstances. Forward-looking statements are subject to a number of known and unknown risks, uncertainties and other factors that could cause actual results or performance to differ materially from those expressed or implied by such statements. These risks and uncertainties include, among others, the risk that stockholders may not fully exercise their Rights in the Rights Offering and the risk that the Company may not realize the anticipated benefits of the Rights Offering. Additional information regarding factors that could cause actual results to differ materially from those described in the forward-looking statements can be found in the Company’s filings with the SEC, including the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and subsequent filings with the SEC. Forward-looking statements are not guarantees of future performance and actual results or performance may be materially different from those expressed or implied in the forward-looking statements. The forward-looking statements in this report speak as of the date of this report. The forward-looking statements contained in this report reflect management’s estimates and beliefs as of the date of this report. Except as required by law, the Company does not undertake to update these forward-looking statements.

 

 

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.