Form 8-K

8-K — LGL GROUP INC

Accession: 0001437749-26-019662

Filed: 2026-06-05

Period: 2026-06-05

CIK: 0000061004

SIC: 3679 (ELECTRONIC COMPONENTS, NEC)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — lglg20260529c_8k.htm (Primary)

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0000061004

2026-06-05

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 5, 2026

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)

(IRS Employer Identification No.)

2525 Shader Road, Orlando, FL

32804

(Address of Principal Executive Offices)

(Zip Code)

(407) 298-2000

Registrant’s Telephone Number, Including Area Code

(Former Name or Former Address, If Changed Since Last Report)

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:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

LGL

NYSE American

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

Emerging growth company ☐

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

Item 7.01.

Regulation FD Disclosure

On June 5, 2026, The LGL Group, Inc. ("LGL Group" or the "Company") issued a press release announcing the commencement of an offering of transferable subscription rights (the "Rights Offering"), described below 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.

Item 8.01.

Other Events

On June 5, 2026, the Company finalized 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 6,550,435 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 of $6.90, which is equal to a 3% discount 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). The Rights Offering will expire at 5:00 p.m., Eastern Time, on June 23, 2026, unless extended by the Company for up to thirty (30) days. 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 based on the number of Rights each Rights holder exercised pursuant to their basic subscription right. Rights acquired in the secondary market will not entitle the holder 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.

No Offer or Solicitation

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 effective Registration Statement on Form S-1 (File No. 333-295925) (the "Registration Statement"), including the prospectus forming a part thereof. Additional information regarding the Rights Offering is set forth in the Final Prospectus filed on June 5, 2026 with the SEC pursuant to Rule 424(b)(3) under the Securities Act. Stockholders should read the prospectus carefully, including the risk factors included and incorporated by reference therein, before making any decision to participate in the Rights Offering. 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, as they contain important information regarding the Rights Offering and the Rights.

Forward-Looking Statements

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.

Item 9.01.

Financial Statements and Exhibits

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release of The LGL Group, Inc. dated June 5, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

THE LGL GROUP, INC.

(Registrant)

Date: June 5, 2026

By:

/s/ Patrick Huvane

Name:

Patrick Huvane

Title:

Executive Vice President - Business Development

EX-99.1 — PRESS RELEASE

EX-99.1

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ex_969720.htm

Exhibit 99.1

THE LGL GROUP, INC. ANNOUNCES COMMENCEMENT OF SUBSCRIPTION RIGHTS OFFERING

ORLANDO, Florida (June 5, 2026) The LGL Group, Inc. (NYSE American: LGL) ("LGL Group" or the "Company") today announced the commencement of its previously announced transferable subscription rights offering (the "Rights Offering").

The transferable subscription rights (each, a "Right" and, collectively, the "Rights") are being issued with the following features:

•

One Right to purchase one share of the Company's common stock, par value $0.01 per share ("Common Stock");

•

Record date of 5:00 p.m., Eastern Time, on June 4, 2026 (the "Record Date");

•

Rights will trade on the NYSE American under symbol "LGL RT" and are transferable;

•

Regular-way trading begins on June 8, 2026, and trading ceases at market close on June 22, 2026, unless extended;

•

Rights will expire on June 23, 2026 at 5:00 p.m., Eastern Time, unless extended; and

•

Rights Offering, if fully subscribed, will raise approximately $45.2 million.

Pursuant to the Rights Offering, the Company intends to distribute, at no charge, transferable Rights to holders of record of the Company's Common Stock, as of the Record Date, to purchase up to an aggregate 6,550,435 shares of the Company's Common Stock. Each common stockholder as of the Record Date will receive one (1) Right for each share of Common Stock owned as of the Record Date. One (1) Right can be exercised to purchase one (1) share of Common Stock at a subscription price of $6.90, which is equal to a 3% discount 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). 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. Proceeds from the Rights Offering may be used to advance the Company's broader defense technology and resilient infrastructure strategy, including opportunities related to precision timing and frequency and adjacent critical technologies.

Each Rights holder that is a stockholder of record as of the Record Date and that exercises in full its basic subscription right may also subscribe for any shares of Common Stock that remain unsubscribed at the expiration of the Rights Offering, subject to certain limitations (the "over-subscription privilege"). If aggregate subscriptions (basic subscriptions plus over-subscriptions) exceed the number of shares of Common Stock offered in the Rights Offering, then shares available pursuant to the over-subscription privilege will be allocated among Rights holders exercising their respective over-subscription privileges based on the number of Rights each Rights holder exercised pursuant to their basic subscription right. Rights acquired in the secondary market will not entitle the holder to participate in the over-subscription privilege.

Assuming the Rights Offering is fully subscribed, the Company currently expects the gross proceeds of the Rights Offering to be approximately $45.2 million.

Trading in the Rights on the NYSE American is expected to begin on a "regular way" basis on or about June 8, 2026, under the symbol "LGL RT" and continue until the close of trading on the NYSE American on June 22, 2026 (or, if the Rights Offering is extended, on the business day immediately prior to the extended expiration date). The Rights Offering is currently expected to commence promptly after the Record Date and to expire at 5:00 p.m., Eastern Time, on June 23, 2026, unless extended by the Company. The Company may extend the expiration date for any reason for up to 30 days at the discretion of the Company’s Board of Directors.

Rights holders may exercise their Rights pursuant to the terms of a subscription rights certificate, the form of which was included as an exhibit to the Company’s registration statement on Form S-1 (File No. 333-295925) (the "Registration Statement") initially filed with the U.S. Securities and Exchange Commission (the "SEC") on May 14, 2026.

About The LGL Group, Inc.

The LGL Group, Inc. ("LGL Group" or the "Company") is a holding company engaged in services, merchant investment and manufacturing business activities. Precise Time and Frequency, LLC ("PTF") is a globally positioned producer of industrial Electronic Instruments and commercial products and services. Founded in 2002, PTF operates from the Company's design and manufacturing facility in Wakefield, Massachusetts. Lynch Capital International LLC is focused on the development of value through investments.

LGL Group was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. The Company maintains its executive offices at 2525 Shader Road, Orlando, Florida 32804 and the Company's telephone number is (407) 298-2000 and Internet address is www.lglgroup.com. LGL Group common stock is traded on the NYSE American under the symbol "LGL."

LGL Group's business strategy is primarily focused on growth through expanding new and existing operations across diversified industries. The Company's engineering and design origins date back to the early 1900s. In 1917, Lynch Glass Machinery Company ("Lynch Glass"), the predecessor of LGL Group, was formed and emerged in the late 1920s as a successful manufacturer of glass-forming machinery. Lynch Glass was then renamed Lynch Corporation ("Lynch") and was incorporated in 1928 under the laws of the State of Indiana. In 1946, Lynch was listed on the "New York Curb Exchange," the predecessor to the NYSE American. The Company has a had a long history of owning and operating various businesses in the precision engineering, manufacturing, and services sectors.

Cautionary Note Concerning Forward-Looking Statements

This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company’s plans, goals, objectives, outlook, expectations and intentions with respect to the proposed Rights Offering, including the anticipated size, timing, subscription price, proceeds and use of such proceeds thereof. All statements other than statements of current or historical fact contained in this press release are forward-looking statements. The words "believe," "expect," "anticipate," "should," "plan," "will," "may," "could," "intend," "estimate," "predict," "potential," "continue" or the negative of these terms and similar expressions, as they relate to LGL Group, are intended to identify forward-looking statements.

These forward-looking statements are based on current expectations and projections about future events and financial trends that may affect the financial condition, results of operations, business strategy and financial needs of the Company. They can be affected by inaccurate assumptions, including the risks, uncertainties and assumptions described in the filings made by LGL Group with the SEC, including those risks set forth under the heading "Risk Factors" in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 as filed with the SEC on March 30, 2026 and subsequent filings with the SEC. In light of these risks, uncertainties and assumptions, the forward-looking statements in this press release may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. When you consider these forward-looking statements, you should keep in mind these risk factors and other cautionary statements in this press release.

These forward-looking statements speak only as of the date of this press release. LGL Group undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. Accordingly, readers are cautioned not to place undue reliance on these forward-looking statements. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

No Offer or Solicitation

This press release 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 effective Registration Statement on Form S-1, including the prospectus forming a part thereof. Additional information regarding the Rights Offering is set forth in the Final Prospectus filed on June 5, 2026 with the SEC pursuant to Rule 424(b)(3) under the Securities Act. Stockholders should read the prospectus carefully, including the risk factors included and incorporated by reference therein, before making any decision to participate in the Rights Offering. This press release contains only a summary of certain terms of the Rights Offering. Investors should carefully review the subscription rights certificate and related offering materials, as they will contain important information regarding the Rights Offering and the Rights.

###

Contact:

The LGL Group, Inc.

info@lglgroup.com

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