Current Report Filing (8-k)
January 23 2020 - 6:01AM
Edgar (US Regulatory)
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): January
22, 2020
THE LGL GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
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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 (see General Instruction
A.2. below):
☐ 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
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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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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.
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On January 22, 2020, The LGL Group,
Inc. (the “Company”) entered into an Open Market Sale AgreementSM (the “Agreement”) with Jefferies
LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, through Jefferies,
shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $15,000,000
(the “Shares”).
The Company is not obligated to sell
any Shares under the Agreement. Subject to the terms and conditions of the Agreement, Jefferies will use commercially reasonable
efforts, consistent with its normal trading and sales practices and applicable laws and regulations to sell Shares from time to
time based upon the Company’s instructions, including any price, time or size limits specified by the Company, subject to
certain limitations. Under the Agreement, Jefferies may sell the Shares by any method permitted by law deemed to be an “at
the market offering” as defined in Rule 415(a)(4) under the Securities Act of 1933, as amended, including block transactions,
sales made directly on the NYSE American or sales made into any other existing trading market of the Company’s common stock.
Shares sold under the Agreement will
be issued pursuant to the shelf registration statement on Form S-3 (File No. 333-235767) (the “Registration Statement”),
filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on December 31, 2019, which was declared
effective on January 8, 2020. The Company filed a prospectus supplement with the SEC on or about January 22, 2020 in
connection with the offer and sale of the common shares pursuant to the Agreement.
The Company will pay Jefferies a commission
of 3.0% of the gross proceeds from each sale of Shares, reimburse legal fees and disbursements and provide Jefferies with customary
indemnification and contribution rights. The Agreement will terminate upon the sale of all Shares under the Agreement, unless earlier
terminated by either party upon ten (10) trading days’ notice to the other party.
The foregoing description of the Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which
is filed as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
Olshan Frome Wolosky LLP, counsel to
the Company, has issued a legal opinion relating to the validity of the Shares being offered pursuant to the Agreement. A copy
of such legal opinion, including the consent included therein, is filed as Exhibit 5.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
This Current Report on Form 8-K shall
not constitute an offer to sell or the solicitation of an offer to buy any Shares under the Agreement nor shall there be any sale
of such Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such state.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
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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Dated: January 22, 2020
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By:
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/s/ James W. Tivy
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Name:
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James W. Tivy
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Title:
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Chief Financial Officer
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