STOCK TITAN

LGL Group (NYSE: LGL) shifts rights offering trading to OTC Markets

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The LGL Group, Inc. announced that transferable subscription rights from its ongoing rights offering will begin trading on the OTC Markets under the symbol LGLGR starting June 29, 2026. These rights allow holders to purchase common stock at a subscription price of $6.90 per share.

The rights offering, which commenced on June 8, 2026, is scheduled to expire at 5:00 p.m. Eastern time on July 15, 2026. Rights holders must submit exercise notices and payments to Computershare Trust Company, N.A., and street-name holders are directed to work through their brokers or other intermediaries.

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Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Subscription price $6.90 per share Price to purchase common stock through the rights offering
Rights trading start June 29, 2026 Date rights begin trading on OTC Markets as LGLGR
Rights offering start June 8, 2026 Commencement date of LGL Group’s rights offering
Rights expiration deadline 5:00 p.m. ET, July 15, 2026 Cutoff for exercise notices and payments to Computershare
Rights trading symbol LGLGR OTC Markets ticker for transferable subscription rights
transferable subscription rights financial
"the Company's transferable subscription rights (the "Rights") will now be quoted and traded on the OTC Markets"
Transferable subscription rights are short-term entitlements given to existing shareholders allowing them to buy additional shares in a company at a fixed price, and to sell those entitlements to others if they do not want to exercise them. They matter to investors because they protect ownership stakes from dilution and create a tradable asset—like a coupon that can be used to buy discounted stock or sold for cash—affecting share value and portfolio decisions.
Rights Offering financial
"in connection with the Company's subscription rights offering to purchase shares of LGL Group’s common stock (the "Common Stock") that commenced on June 8, 2026 (the "Rights Offering")"
A rights offering is a way for a company to raise additional money by giving existing shareholders the opportunity to buy more shares at a discounted price before they are offered to the public. It’s similar to a special sale where current owners get the first chance to buy extra items at a lower cost, allowing them to increase their investment if they choose. This process matters to investors because it can affect the value of their holdings and their ability to buy new shares at favorable terms.
over-subscription privilege financial
"including with respect to any exercise of a Rights holder’s over-subscription privilege"
An over-subscription privilege is a feature of a share offering that lets existing investors request more shares than their initial entitlement, with any extra allocation given only if other investors do not take their full allotment. It matters because it gives shareholders a chance to increase their stake and avoid losing ownership percentage, much like ordering extra slices at a party in case others pass—however, receiving the extras is not guaranteed.
Registration Statement on Form S-1 regulatory
"included as an exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-295925)"
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.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
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Learn about SEC filing dates
false 0000061004 0000061004 2026-06-26 2026-06-26
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 26, 2026
 
logo.jpg
 
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
Transferable Subscription Rights to purchase Common Stock   LGL RT   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 8.01.
Other Events
 
On June 26, 2026, The LGL Group, Inc. (the "Company") issued a press release announcing that the transferable subscription rights (the "Rights") to purchase shares of the Company's common stock, par value $0.01 per share (the "Rights Offering") will now be quoted and traded on the OTC Markets, beginning at market open on Monday June 29, 2026. All other terms of the Rights Offering, including the expiration date of July 15, 2026 and subscription price of $6.90 per share, remain unchanged.
 
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.
 
Item 9.01.
Financial Statements and Exhibits
 
 
(d)
Exhibits
 
Exhibit No.
Description
   
99.1
Press Release of The LGL Group, Inc. dated June 26, 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 26, 2026
By:
/s/ Patrick Huvane
   
Name:
Patrick Huvane
   
Title:
Executive Vice President - Business Development
 
 
 

Exhibit 99.1

 

logo.jpg

 

THE LGL GROUP, INC. ANNOUNCES RIGHTS TRADING ON OTC MARKETS UNDER "LGLGR"

 

ORLANDO, Florida (June 26, 2026) The LGL Group, Inc. (NYSE American: LGL) ("LGL Group" or the "Company") today announced that, in connection with the Company's subscription rights offering to purchase shares of LGL Group’s common stock (the "Common Stock") that commenced on June 8, 2026 (the "Rights Offering"), the Company's transferable subscription rights (the "Rights") will now be quoted and traded on the OTC Markets under the ticker symbol "LGLGR", beginning at market open on June 29, 2026.

 

The Company appreciates the NYSE American’s support and thanks its investors for their participation in the Rights Offering.

 

Pursuant to LGL Group's prospectus, the Rights were issued with the following features:

 

One (1) Right to purchase one (1) share of Common Stock;

 

Shares of Common Stock can be purchased at a subscription price of $6.90 per share;

  The Over-subscription privilege is available to Rights holders who are shareholders of record and exercise their basic Rights in full, which entitles them to subscribe for any or all of the shares issuable pursuant to any unexercised Rights by other holders on the terms and conditions set forth in the prospectus; and
 

No fractional shares will be issued.

 

All exercise notices and payments (including with respect to any exercise of a Rights holder’s over-subscription privilege) must be received by Computershare Trust Company, N.A. no later than 5:00 p.m., Eastern time, on Wednesday, July 15, 2026. Holders in street name should contact their broker, bank or other intermediary for information on how to exercise their Rights (including pursuant to any exercise of the Over-subscription privilege).

 

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), effective May 28, 2026, on file with the U.S. Securities and Exchange Commission ("SEC").

 

The final prospectus for the Rights Offering may be reviewed here.

 

 

 

 

 

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.

 

 

###

 

Contact:

 

The LGL Group, Inc.

info@lglgroup.com

 

 

 

FAQ

What change did The LGL Group (LGL) announce about its rights offering?

The LGL Group announced its transferable subscription rights will trade on OTC Markets under ticker LGLGR from June 29, 2026. This affects where investors can buy and sell the rights, not the underlying offering terms.

What is the subscription price in LGL Group’s rights offering?

The subscription price is $6.90 per share of common stock. Holders can use their rights to buy shares at this fixed price during the offering period, subject to the terms in the prospectus.

When does LGL Group’s rights offering expire?

The rights offering expires at 5:00 p.m. Eastern time on July 15, 2026. Exercise notices and payments must reach Computershare Trust Company, N.A. by that deadline for rights to be validly exercised.

Under what ticker will LGL Group’s rights trade on OTC Markets?

The transferable subscription rights will trade on OTC Markets under ticker symbol LGLGR. This ticker applies only to the rights themselves, while LGL common stock continues trading on NYSE American under symbol LGL.

How can LGL Group rights holders exercise their over-subscription privilege?

Rights holders may exercise any over-subscription privilege through Computershare using the subscription rights certificate terms. Investors holding in street name must contact their broker, bank, or intermediary to process any basic or over-subscription exercises.

Filing Exhibits & Attachments

5 documents