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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.
The LGL Group, Inc. is launching a transferable subscription rights offering for up to 6,540,435 shares of common stock. Existing stockholders of record on June 4, 2026 will receive one right per share, each allowing the purchase of one share at a discounted subscription price.
The subscription price will be the greater of a 1–5% discount to the 30-day VWAP before the record date or $6.81, the company’s March 31, 2026 book value per share. The rights are expected to trade on NYSE American under symbols “LGL RTWI” and “LGL RT” and, if fully subscribed, are expected to generate approximately $44.6 million in gross proceeds.
The LGL Group, Inc. is registering up to 6,540,435 transferable subscription rights and 6,540,435 shares of common stock for a primary rights offering to existing stockholders. Each stockholder of record will receive one right for each share owned, and each right allows the purchase of one new share.
The subscription price will be set shortly before launch and is expected to be the greater of a 1%–5% discount to the 30‑day volume‑weighted average price or $6.81, the March 31, 2026 book value per share. The rights are exercisable for a 16‑day period, include an over‑subscription privilege for record holders, are expected to trade on NYSE American as “LGL RT,” and could increase shares outstanding from 6,540,435 to 13,080,870 if fully exercised. Proceeds are intended for acquisitions, strategic defense and RF investments, and general corporate purposes.
The LGL Group, Inc. reported the results of its 2026 Annual Meeting of Stockholders and shared its latest Investor Day presentation. Stockholders elected six directors, with support levels generally above 3.6 million votes for each nominee. They also approved a plan to redomesticate the company from Delaware to Nevada.
Investors backed the company’s executive pay in a non-binding advisory vote, favored holding this say-on-pay vote every year, and approved an amended and restated 2021 incentive plan. Stockholders also ratified PKF O’Connor Davies, LLP as independent auditor for 2025. LGL made its Investor Day slide presentation available on its investor relations website and furnished it as an exhibit.
The LGL Group, Inc. is launching a transferable subscription rights offering that lets existing stockholders buy additional common shares on a pro rata basis. Each share held on the record date will receive one right, and each right allows the purchase of one share.
The subscription price will be the greater of a 1–5% discount to the 30‑day volume‑weighted average price of the stock or $6.81, the book value per share attributable to common stockholders as of March 31, 2026. Stockholders who fully exercise their basic rights may request extra shares through an over‑subscription privilege, subject to availability and proration.
The company plans to list the rights on NYSE American and to register the offering on Form S‑1. Management states that proceeds are intended to support a broader defense technology and resilient infrastructure strategy, including precision timing and related critical technologies.
The LGL Group, Inc. reported higher Q1 2026 revenue but swung to a loss as expenses rose sharply. Total revenues increased 18.2% to $1.1 million, driven by a 36.9% rise in net sales to $682 thousand, while net investment income dipped slightly.
Total expenses more than doubled to $1.9 million, largely from higher engineering, selling and administrative costs including $688 thousand of stock-based compensation. The company posted a net loss attributable to common stockholders of $622 thousand, or $(0.10) per share, versus a near breakeven result a year earlier.
Despite the loss, LGL’s balance sheet remained strong. Cash and cash equivalents rose to $46.6 million, helped by $4.6 million of warrant exercise proceeds, and total assets were $48.1 million with minimal liabilities. Backlog reached $1.5 million, up sharply from both year-end and prior-year levels, and the company held investments with a fair value of about $25.9 million.
The LGL Group, Inc. reported first quarter 2026 revenue of $1.09 million, up 18.2% from $0.92 million a year earlier, driven mainly by higher shipments in its Electronic Instruments segment. Electronic Instruments revenue rose to $682,000 from $498,000, while Merchant Investment and Corporate revenues were relatively stable.
The Company posted a net loss attributable to common stockholders of $622,000, compared with a $6,000 loss in the prior-year quarter, as engineering, selling and administrative expenses increased sharply to $1.54 million from $0.64 million, including non-cash stock-based compensation granted in January 2026. Gross margin eased to 51.0% from 52.4% on higher materials and components costs.
Despite the loss, LGL reported a stronger backlog and balance sheet. Order backlog was $1.53 million as of March 31, 2026, up 144.0% from $0.63 million at December 31, 2025, with most expected to ship within 90 days. Working capital was $46.3 million, and investments held within cash and marketable securities had a fair value of $46.0 million, including $25.9 million within the Merchant Investment business. Total LGL Group stockholders’ equity was $44.5 million.
LGL Group Inc. director Manjit Kalha reported a stock-based compensation grant and corrected prior share balances. On March 25, 2025, Kalha received 2,308 shares of common stock at $0.00 per share as a grant described as a “grant, award, or other acquisition.” These shares vest three years from the grant date, on March 25, 2028.
Following the grant, Kalha directly owns 29,933 common shares, correcting an earlier figure of 29,993 shares previously reported. The filing also lists outstanding warrants with an exercise price of $4.75 per share, expiring on November 16, 2025, that are exercisable into 2,028 underlying common shares.