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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)
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THE LGL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-00106
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38-1799862
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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2525 Shader Road, Orlando, FL
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32804
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s Telephone Number, Including Area Code: (407) 298-2000
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(Former Name or Former Address, If Changed Since Last Report)
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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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.01
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LGL
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NYSE American
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Warrants to Purchase Common Stock, par value $0.01
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LGL WS
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NYSE American
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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 March 6, 2025, The LGL Group, Inc. ("LGL Group" or the "Company") issued a press release announcing that the warrants to purchase shares of LGL Group's common stock granted on November 16, 2020 (the "Warrants") are now exercisable.
Pursuant to the terms of the Warrant Agreement, the Warrants are exercisable at the earlier of (i) the expiration date of November 16, 2025 or (ii) the date on which the average volume-weighted average price ("VWAP") for LGL Group common stock for the consecutive 30 Trading Days immediately prior to such date is greater than or equal to $6.65 (the "Trigger Price"). The 30-day average VWAP exceeded the Trigger Price on March 4, 2025.
All exercise notices and payment must be received by Computershare Trust Company, N.A. no later than 5:00 p.m. on November 16, 2025. Holders in street name should contact their broker, bank, or other intermediary for information on how to exercise warrants.
A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference to this Item 8.01.
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Item 9.01.
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Financial Statements and Exhibits
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Exhibit No.
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Description
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99.1
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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.
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THE LGL GROUP, INC.
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(Registrant) |
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| Date: March 6, 2025 |
By:
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/s/ Christopher L. Nossokoff
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Name:
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Christopher L. Nossokoff
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Title:
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Vice President - Finance
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