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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): December 31, 2024
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THE LGL GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
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| |
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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. ☐
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Item 1.01.
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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 difference between the Adjusted NAV and the Subscription Price, subject to a ceiling of $3.00 paid in total per share. Conversely, if the Adjusted NAV is less than the Subscription Price, MGHL will pay LGL Group the difference between the Adjusted NAV and the Subscription Price in shares, subject to a $1.90 floor.
The Subscription Agreement contains representations, warranties and other covenants made by both LGL Group and MGHL.
The transaction contemplated by the Subscription Agreement is expected to close during the first quarter of 2025, subject to certain closing conditions. There is no financing condition for the acquisition.
The Subscription Agreement may be terminated under certain circumstances, including among others, if (i) LGL Group elects not to match a third party offer or (ii) the Adjusted NAV is less than $1.65 per share.
The foregoing description of certain material terms of the Subscription Agreement is qualified in its entirety by reference to the full text of the Subscription Agreement, a copy of which will be filed with a Current Report on Form 8-K on or prior to closing.
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Item 7.01.
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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.
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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: December 31, 2024 |
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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Exhibit 99.1
THE LGL GROUP, INC. TO ACQUIRE 1 MILLION SHARES OF MORGAN GROUP HOLDING COMPANY
ORLANDO, FL. – December 31, 2024 – The LGL Group, Inc. (NYSE American: LGL) ("LGL," "LGL Group," or the "Company") today announced today that it has entered into a Subscription Agreement for a private placement of 1,000,000 newly issued shares of Morgan Group Holding Company (OTC Pink: MGHL) ("MGHL") common stock, representing a majority stake. At closing, LGL Group will pay MGHL aggregate consideration of $2.27 million, payable in cash (subject to adjustments).
MGHL, through its wholly owned subsidiary, G.research, LLC (“G.R”), provides brokerage, underwriting, and institutional research services. G.R is a broker-dealer registered under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority ("FINRA"). G.R has over $5.0 billion of private client assets held in over 1,000 accounts. G.R also sponsors a series of industry-focused investment conferences featuring leading public and private companies in sectors with a high degree of investor interest. The conferences cover important sectors, including automotive and aerospace and defense. MGHL will continue to trade as an independently listed company with its own set of shareholders.
"We are excited about the acquisition of a majority stake in MGHL," said Tim Foufas, Co-Chief Executive Officer. "With MGHL and G.research, we can accelerate our ability to process, review, invest, and potentially operate businesses across various industries. G.research will be a valuable tool in helping LGL Group execute on its strategy."
"We can also enhance the "circle of life" for small companies that are in need of advice, investment capital and transaction capabilities but are not yet on a major exchange nor have market access," continued Mr. Foufas.
The transaction has received independent Board of Directors approval from LGL Group as well as Board of Directors and shareholder approval of MGHL. The transaction is expected to close in the first quarter of 2025, subject to compliance and regulatory approvals as well as a market check by MGHL’s Board of Directors. This transaction meets the amended income significance test prescribed by Regulation S-X.
MGHL has issued a press release on the proposed transaction, which can be found at the following link: https://www.otcmarkets.com/stock/MGHL/news
About The LGL Group, Inc.
The LGL Group, Inc. ("LGL," "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 our 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. We maintain our executive offices at 2525 Shader Road, Orlando, Florida 32804. Our telephone number is (407) 298-2000. Our Internet address is www.lglgroup.com. LGL common stock and warrants are traded on the NYSE American under the symbols "LGL" and "LGL WS," respectively.
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 business in the precision engineering, manufacturing, and services sectors.
Cautionary Note Concerning Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, such as those pertaining to the Company’s financial condition, results of operations, business strategy and financial needs. 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 largely 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 Securities and Exchange Commission ("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, 2023 as filed with the SEC on April 1, 2024. 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.
###
Contact:
The LGL Group, Inc.
Christopher Nossokoff
(407) 298-2000
info@lglgroup.com
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Dec. 31, 2024 |
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