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LGL Group (LGL) updates S-1 with legal opinion and exhibit list

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S-1/A

Rhea-AI Filing Summary

The LGL Group, Inc. filed Amendment No. 1 to its Form S-1 registration statement. This amendment is described as an exhibit-only filing used to add Exhibit 5.1, the legal opinion of Olshan Frome Wolosky LLP, while leaving the rest of the registration statement unchanged and omitted from this amendment.

The document includes an updated exhibit list covering corporate charter documents, by-laws, instruments defining security holder rights, forms related to subscription rights, the company’s 2021 incentive plan, indemnification agreements, and agreements with M-tron Industries, Inc. It also contains the signature pages, showing execution by the chief executive officer and other senior officers and directors.

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Registration Statement on Form S-1 regulatory
"The LGL Group, Inc. is filing this Amendment No. 1 to its Registration Statement on Form S-1"
A registration statement on Form S-1 is a detailed filing a company submits to the U.S. securities regulator to register new shares for public sale; it includes a plain-language prospectus, financial statements, business description and risk factors. For investors it matters because it provides the official, comprehensive blueprint of the offering — like an owner’s manual — allowing buyers to assess risks, inspect financial health and compare valuation before deciding to invest.
Subscription Rights financial
"Form of Specimen Certificate for Subscription Rights"
Subscription rights are short-term privileges given to existing shareholders to buy additional new shares before the general public, typically at a set price and in proportion to their current holdings. Think of it as getting a coupon for first dibs on extra slices of a pizza so your share of the pie doesn’t shrink; exercising them can be a cheaper way to maintain your ownership and voting power, while ignoring them can reduce your stake and potential future earnings.
2021 Incentive Plan financial
"The LGL Group, Inc. 2021 Incentive Plan"
Indemnification Agreement financial
"Form of Indemnification Agreement by and between The LGL Group, Inc. and its executive officers and directors"
An indemnification agreement is a contract in which one party promises to cover losses, costs, or legal claims that another party might face, acting like a tailored safety net or private insurance policy. For investors, it matters because such agreements shift potential financial risk away from a company or its officers and onto the indemnifier, which can affect a company’s future liabilities, cash flow and how risky the investment appears during deal-making or litigation.
Tax Indemnity and Sharing Agreement financial
"Amended and Restated Tax Indemnity and Sharing Agreement, dated as of August 19, 2022"
S-1 Filings Explained: Reading an IPO Registration →

As filed with the U.S. Securities and Exchange Commission on May 22, 2026

 

Registration No. 333-295925

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Amendment No. 1

to

FORM S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

logo.jpg

 

THE LGL GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 3679

38-1799862

(State or other jurisdiction of incorporation or organization)

 (Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

 

2525 Shader Road

Orlando, Florida 32804

(407) 298-2000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Jason D. Lamb

Chief Executive Officer

The LGL Group, Inc.

2525 Shader Road

Orlando, Florida 32804

(407) 298-2000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copies to:

 

Spencer G. Feldman, Esq.

Olshan Frome Wolosky LLP

1325 Avenue of the Americas, 15th Floor

New York, New York 10019

(212) 451-2300 
 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer

☐

  

Accelerated filer

☐

Non-accelerated filer

☒

  

Smaller reporting company

☒
     

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 7(a)(2)(B) of the Securities Act. ☐

 

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

 

 

 
 

 

EXPLANATORY NOTE

 

The LGL Group, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-295925) (the “Registration Statement”) as an exhibit-only filing to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has been omitted.

 

 

 
 

 

PART II

 

INFORMATION NOT REQUIRED IN PROSPECTUS

 

Item 16.

Exhibits and Financial Statement Schedules.

 

(a) Exhibits

 

        Incorporated by Reference    
Exhibit No.   Description   Form    File No.   Exhibit   Filing Date   Filed Herewith
                         
2.   Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.                    
2.1   Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.   8-K   001-00106   10.1   August 24, 2022    
                         
3.   Articles of Incorporation and Bylaws.                    
3.1   Certificate of Incorporation of The LGL Group, Inc.   8-K   001-00106   3.1   August 31, 2007    
3.2   The LGL Group, Inc. By-Laws.   8-K   001-00106   3.2   August 31, 2007    
3.3   The LGL Group, Inc. Amendment No. 1 to By-Laws.   8-K   001-00106   3.1   June 17, 2014    
3.4   The LGL Group, Inc. Amendment No. 2 to By-Laws.   8-K   001-00106   3.1   February 21, 2020    
3.5   The LGL Group, Inc. Amendment No. 3 to By-Laws.   8-K   001-00106   3.1   February 26, 2020    
3.6   The LGL Group, Inc. Certificate of Amendment of Certificate of Incorporation.   8-K   001-00106   3.1   January 4, 2022    
                         
4.   Instruments Defining the Rights of Security Holders.                    
4.1   Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934   10-K   001-00106   4.4   March 28, 2022    
4.2 *   Form of Specimen Certificate for Subscription Rights.   S-1   333-295925   4.2   May 14, 2026    
4.3 ¥ *   Form of Subscription Agent Agreement between The LGL Group, Inc. and Computershare Trust Company, N.A. and Computershare Inc.   S-1   333-295925   4.3   May 14, 2026    
                         
5.1   Opinion of Olshan Frome Wolosky LLP.                   X
                         
10.   Material Contracts.                    
10.1 +   The LGL Group, Inc. 2021 Incentive Plan.   DEF 14A   001-00106   Annex A   December 6, 2021    
10.1a +   Form of Stock Option Agreement under The LGL Group, Inc. 2021 Incentive Plan.   10-K   001-00106   10.1a   April 1, 2024    
10.1b +   Form of Restricted Stock Agreement under The LGL Group, Inc. 2021 Incentive Plan.   10-K   001-00106   10.1b   April 1, 2024    
10.2 +   Form of Indemnification Agreement by and between The LGL Group, Inc. and its executive officers and directors.   10-K   001-00106   10.9   March 24, 2011    
10.3   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.   8-K   001-00106   10.2   August 24, 2022    
10.4   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.   8-K   001-00106   10.3   August 24, 2022    
                         
21.1   Subsidiaries of The LGL Group, Inc.   10-K   001-00106   21.1   March 31, 2025    
                         
23.1 *   Consent of Independent Registered Public Accounting Firm – PKF O'Connor Davies, LLP.   S-1   333-295925   23.1   May 14, 2026    
23.2   Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).                   X
                         
24.1 *   Power of Attorney (set forth on signature page of the Registration Statement).   S-1   333-295925   24.1   May 14, 2026    
                         
99.1 *   Form of Instructions for Use of the Subscription Rights Certificate.   S-1   333-295925   99.1   May 14, 2026    
99.2 *   Form of Notice of Guaranteed Delivery.   S-1   333-295925   99.2   May 14, 2026    
99.3 *   Form of Notice to Stockholders Who Are Acting As Nominees.   S-1   333-295925   99.3   May 14, 2026    
                         
107 *   Filing Fee Table.   S-1   333-295925   107   May 14, 2026    

*

Previously filed.

+

Indicates management or compensatory plan.

¥

Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

 

 

 

II-1
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 22, 2026.

 

 

THE LGL GROUP, INC.

 

 

 

 

 

 

 

 

 

 

By:

/s/ Jason D. Lamb

 

 

 

Jason D. Lamb

 

 

 

Chief Executive Officer 

 
    (Principal Executive Officer)  

 

Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE   CAPACITY   DATE
         
/s/ Jason D. Lamb   Chief Executive Officer   May 22, 2026
JASON D. LAMB   (Principal Executive Officer)    
         
/s/ Patrick Huvane *   Executive Vice President - Business Development   May 22, 2026
PATRICK HUVANE   (Principal Financial Officer)    
         
/s/ Linda M. Biles *   Vice President and Controller   May 22, 2026
LINDA M. BILES   (Principal Accounting Officer)    
         
/s/ Marc Gabelli *   Executive Chairman of the Board   May 22, 2026
MARC GABELLI        
         
/s/ Kaan Aslansan *   Director   May 22, 2026
KAAN ASLANSAN        
         
/s/ Darlene DeRemer *   Director   May 22, 2026
DARLENE DEREMER        
         
/s/ Herve Francois *   Director   May 22, 2026
HERVE FRANCOIS        
         
/s/ Manjit Kalha *   Director   May 22, 2026
MANJIT KALHA        
         
/s/ Colin J. Kilrain *   Director   May 22, 2026
COLIN J. KILRAIN        

 

 

* By:

/s/ Jason D. Lamb

 

 

Name:

 Jason D. Lamb

 

 

Title: 

 Attorney-in Fact

 

 

 

II-2

Source: View Original Filing on SEC EDGAR

FAQ

What is The LGL Group (LGL) doing in this S-1 Amendment No. 1?

The LGL Group is filing Amendment No. 1 to its Form S-1 as an exhibit-only update. The amendment primarily adds Exhibit 5.1, a legal opinion from Olshan Frome Wolosky LLP, while the substantive registration statement remains unchanged and is omitted.

Does this LGL S-1 amendment change the terms of the securities offering?

The amendment states it is an exhibit-only filing and that the remainder of the registration statement is unchanged. It adds the legal opinion as Exhibit 5.1 and related exhibit references, without revising the previously filed core terms in this excerpt.

What key exhibit is added or highlighted in The LGL Group S-1/A?

The filing highlights Exhibit 5.1, an opinion of Olshan Frome Wolosky LLP, as the reason for this exhibit-only amendment. The exhibit list also references subscription rights forms, a subscription agent agreement, and other corporate and contractual documents previously filed.

Who signed The LGL Group’s S-1 Amendment No. 1 filing?

Chief Executive Officer Jason D. Lamb signed the amendment on behalf of The LGL Group as principal executive officer. Additional signatures include the principal financial and accounting officers and multiple directors, with Lamb also acting as attorney-in-fact for certain signatories.

What types of agreements are referenced in LGL’s S-1 exhibit list?

The exhibit list references the 2021 Incentive Plan and related stock option and restricted stock forms, an indemnification agreement for officers and directors, transitional and tax indemnity agreements with M-tron Industries, Inc., and various subscription rights and notice forms tied to the registration.