LGL Group Files 8-K with Material Agreements

TL;DR

LGLG filed an 8-K on 12/31/24 covering material agreements and financials.

AI Summary

On December 31, 2024, The LGL Group, Inc. filed an 8-K report detailing a material definitive agreement and Regulation FD disclosures. The filing also included financial statements and exhibits related to the company's operations.

Why It Matters

This 8-K filing provides crucial updates on material definitive agreements and financial information for LGL Group, Inc., impacting investor understanding of the company's current status.

Risk Assessment

Risk Level: low — The filing is a standard 8-K report detailing corporate actions and financial statements, not indicating immediate operational or financial distress.

Key Players & Entities

• LGL GROUP INC (company) — Registrant
• December 31, 2024 (date) — Date of earliest event reported
• 2525 Shader Road, Orlando, FL 32804 (address) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ch registered Common Stock, par value $0.01 LGL NYSE American Warrants to Purc
• $2.27 m — pay to MGHL aggregate consideration of $2.27 million, or $2.27 per share ("Subscriptio
• $2.27 — gate consideration of $2.27 million, or $2.27 per share ("Subscription Price"), consi
• $3.00 — cription Price, subject to a ceiling of $3.00 paid in total per share. Conversely, if
• $1.90 — scription Price in shares, subject to a $1.90 floor. The Subscription Agreement cont
• $1.65 — r or (ii) the Adjusted NAV is less than $1.65 per share. The foregoing description o

Filing Documents

• lglg20241231_8k.htm (8-K) — 36KB
• ex_761398.htm (EX-99.1) — 13KB
• logo.jpg (GRAPHIC) — 6KB
• 0001437749-24-038627.txt ( ) — 219KB
• lgl-20241231.xsd (EX-101.SCH) — 4KB
• lgl-20241231_def.xml (EX-101.DEF) — 13KB
• lgl-20241231_lab.xml (EX-101.LAB) — 17KB
• lgl-20241231_pre.xml (EX-101.PRE) — 13KB
• lglg20241231_8k_htm.xml (XML) — 5KB

01

Item 1.01. Entry into a Material Definitive Agreement On December 31, 2024, The LGL Group, Inc. ("LGL Group" or the "Company") entered into a subscription agreement (the "Subscription Agreement") with Morgan Group Holding Company, a Delaware corporation ("MGHL"), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, LGL Group, via a private placement, subscribed to 1,000,000 newly issued shares of MGHL's common stock, par value $0.01 per share (the "Securities"). This transaction was approved by the independent Board of Directors of LGL Group as well as the independent Board of Directors of MGHL and a majority of its shareholders. As consideration for the Securities, on the closing date LGL Group will pay to MGHL aggregate consideration of $2.27 million, or $2.27 per share ("Subscription Price"), consisting of all cash. Pursuant to the Subscription Agreement, there is a non-exclusivity provision that allows MGHL, for a period of 30 days following the signing of the Subscription Agreement, to actively solicit, seek, discuss, and negotiate competing offers to purchase any or all of the Securities from or an alternative transaction with one or more third parties. If MGHL finds a purchaser for the Securities on superior terms to MGHL, for a minimum of 1,000,000 shares, LGL Group can elect to match the offer with an equal or better offer. Also pursuant to the Subscription Agreement, there will be a minimum 150 day true-up period, extendible to the completion of the audit of the MGHL's consolidated financial statements for the year ended December 31, 2024 prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP") ("Adjustment Transaction"). The Adjustment Transaction provides that if the net asset value per share as of December 31, 2024, subject to certain exclusions ("NAV") multiplied by 1.2 ("Adjusted NAV") is greater than the Subscription Price, LGL Group will pay MGHL the d

01

Item 7.01. Regulation FD Disclosure On December 31, 2024, LGL Group issued a press release relating to the Subscription Agreement. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information furnished pursuant to this Item 7.01 of this Current Report on Form 8-K, including the exhibits hereto, shall not be considered "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 incorporated by reference into any future filings by the Company under the Securities Act of 1933, as amended, or under the Exchange Act, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Press Release dated December 31, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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: December 31, 2024 By: /s/ Christopher L. Nossokoff Name: Christopher L. Nossokoff Title: Vice President - Finance

View Full Filing

View this 8-K filing on SEC EDGAR