Filed Pursuant to Rule 424(b)(5)
Registration No.: 333-235767
PROSPECTUS SUPPLEMENT
(to Prospectus dated January 8, 2020)
THE LGL GROUP, INC.
Up to $15,000,000
Common Stock
We have entered into an Open Market Sale
AgreementSM (the “Sales Agreement”), with Jefferies LLC (“Jefferies”), relating to shares of
our common stock offered by this prospectus supplement and the accompanying prospectus. In accordance with the terms of the Sales
Agreement, we may offer and sell shares of our common stock having an aggregate offering price of up to $15,000,000 from time to
time through Jefferies, acting as our sales agent.
Our common stock is listed on the NYSE
American (“NYSE”) under the symbol “LGL.” On January 21, 2020, the last reported sale price of our common
stock on NYSE was $14.76 per share.
Sales of our common stock, if any, under
this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4)
promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Jefferies is not required to sell
any specific amount of our common stock, but will act as our sales agent and use commercially reasonable efforts to sell on our
behalf all of the shares of common stock requested to be sold by us, consistent with its normal trading and sales practices, on
mutually agreed terms between Jefferies and us. There is no arrangement for funds to be received in any escrow, trust or similar
arrangement.
Jefferies will receive from us a commission
equal to 3.0% of the gross proceeds of any shares of common stock sold through it under the Sales Agreement. In connection with
the sale of our common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have also agreed
to provide indemnification and contribution to Jefferies with respect to certain liabilities, including liabilities under the Securities
Act.
As of January 21, 2020, the
aggregate market value of our outstanding common stock held by non-affiliates, or the public float, was $45,257,887 which was
calculated based on 2,933,110 shares of outstanding common stock held by non-affiliates and on a price per share of $15.43,
the last reported sale price of the Company’s common stock on the NYSE
on January 22, 2020. Pursuant to General Instruction I.B.6 of Form S-3, in
no event will we sell our securities in a public primary offering with a value exceeding more than one-third of our public
float in any 12-month period so long as our public float remains below $75,000,000. We have not offered any securities
pursuant to General Instruction I.B.6 of Form S-3 during the 12-calendar months prior to and including the date of this
prospectus supplement.
An
investment in our securities involves a high degree of risk. Please read “Risk Factors” on page S-5 of this
prospectus supplement and in the documents incorporated by reference into this prospectus supplement before investing in our securities.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy
of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Jefferies
The date of this prospectus supplement
is January 22, 2020
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus relate to the offering of our common stock. Before buying any of the common stock that we are offering, we urge you
to carefully read this prospectus supplement and the accompanying prospectus, together with the information incorporated by reference
as described under the headings “Where You Can Find More Information” and “Incorporation of Certain Information
by Reference” in this prospectus supplement. These documents contain important information that you should consider when
making your investment decision.
This document is in two parts. The first
part is this prospectus supplement, which describes the specific terms of this offering and also adds to and updates information
contained in the accompanying prospectus and the documents incorporated by reference herein or therein. The second part, the accompanying
prospectus, provides more general information. Generally, when we refer to this prospectus, we are referring to both parts of this
document combined. To the extent there is a conflict between the information contained in this prospectus supplement, on the one
hand, and the information contained in any document incorporated by reference into this prospectus supplement that was filed with
the Securities and Exchange Commission (the “SEC”), before the date of this prospectus supplement, on the other hand,
you should rely on the information in this prospectus supplement. If any statement in one of these documents is inconsistent with
a statement in another document having a later date—for example, a document incorporated by reference into this prospectus
supplement—the statement in the document having the later date modifies or supersedes the earlier statement.
We further note that the representations,
warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference
herein or in the accompanying prospectus were made solely for the benefit of the parties to such agreement, including, in some
cases, for the purpose of allocating risk among the parties to such agreement, and should not be deemed to be a representation,
warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made.
Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state
of our affairs.
You should rely only on the information
contained or incorporated by reference in this prospectus supplement and the accompanying prospectus and any free writing prospectuses
we may provide to you in connection with this offering. We have not, and Jefferies has not, authorized any other person to provide
you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We
are not, and Jefferies is not, making an offer to sell or seeking an offer to buy our common stock under this prospectus in any
jurisdiction where the offer or sale is not permitted. Persons outside the United States who come into possession of this prospectus
must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of
this prospectus outside the United States. Furthermore, you should not consider this prospectus to be an offer or solicitation
relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you
to receive such an offer or solicitation. You should not assume that the information contained in this prospectus or free writing
prospectus is accurate as of any date other than the date on the front cover of those documents, or that the information contained
in any document incorporated by reference is accurate as of any date other than the date of the document incorporated by reference,
regardless of the time of delivery of this prospectus or any sale of a security. Our business, financial condition, results of
operations and prospects may have changed since those dates. It is important for you to read and consider all information contained
in this prospectus supplement, the accompanying prospectus, the documents incorporated by reference herein and therein, and any
free writing prospectus prepared by or on behalf of us that we may authorize for use in connection with this offering, in their
entirety, before making an investment decision. You should also read and consider the information in the documents to which we
have referred you in the sections entitled “Where You Can Find More Information” and “Incorporation of Certain
Information by Reference” in this prospectus supplement and in the accompanying prospectus.
In this prospectus supplement and the
accompanying prospectus, unless the context otherwise requires, references to “we,” “us,” “our”
or similar terms, as well as references to “The LGL Group” or the “Company,” refer to The LGL Group, Inc.,
a Delaware corporation and its consolidated subsidiaries.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights certain information
about this offering and selected information contained elsewhere in or incorporated by reference into this prospectus supplement
and the accompanying prospectus. This summary is not complete and does not contain all of the information that you should consider
before deciding whether to invest in our shares of common stock. You should carefully read this entire prospectus supplement and
accompanying prospectus, including the information incorporated herein and therein, including the “Risk Factors” section
contained in this prospectus supplement and the other documents incorporated by reference into this prospectus supplement. References
to “we,” “our,” “us” or the “Company” refer to The LGL Group, Inc. and its consolidated
subsidiaries unless the context otherwise indicates.
Overview
We are a globally-positioned producer
of industrial and commercial products and services. We operate in two identified segments. Our electronic components segment is
currently focused on the design and manufacture of highly-engineered, high reliability frequency and spectrum control products.
These electronic components ensure reliability and security in aerospace and defense communications, low noise and base accuracy
for laboratory instruments, and synchronous data transfers throughout the wireless and Internet infrastructure. Our electronic
instruments segment is focused on the design and manufacture of high-performance Frequency and Time reference standards that form
the basis for timing and synchronization in various applications.
We were 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. The information contained on our website is not part of this prospectus supplement. Our common
stock is traded on the NYSE American under the symbol “LGL.”
We operate through our two principal
subsidiaries, M-tron Industries, Inc. (together with its subsidiaries, “MtronPTI”), which has design and manufacturing
facilities in Orlando, Florida, Yankton, South Dakota and Noida, India, and Precise Time and Frequency, LLC (“PTF”)
which has a design and manufacturing facility in Wakefield, Massachusetts. We also have local sales and customer support offices
in Sacramento, California, Austin, Texas and Hong Kong.
For additional information about us,
please refer to other documents we have filed with the SEC and that are incorporated by reference into this prospectus, as listed
under the heading “Incorporation of Certain Information by Reference.”
THE OFFERING
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Common stock offered by us
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Shares of our common stock having an aggregate offering price of
up to $15,000,000.
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Common stock to be outstanding after this offering
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Up to 5,949,590 shares of common stock (as more fully described
in the notes following this table), assuming sales of 1,016,260 shares of our common stock in this offering at an offering price
of $14.76 per share, which was the last reported sale price of our common stock on NYSE on January 21, 2020. The actual number
of shares issued will vary depending on the sales price under this offering.
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Plan of Distribution
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“At the market offering” that may be made from time
to time through our sales agent, Jefferies. See the section entitled “Plan of Distribution” on page S-10 of this prospectus
supplement.
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Use of Proceeds
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We intend to use the net proceeds from this offering for working
capital and general corporate purposes, including sales and marketing expenses, general and administrative expenses, capital expenditures,
acquisitions and other corporate purposes. We may also use a portion of the net proceeds to acquire or invest in businesses, products
and technologies that are complementary to our own, although we have no current commitments or agreements with respect to any acquisitions
as of the date of this prospectus supplement. See the section titled “Use of Proceeds” on page S-7 of this prospectus
supplement.
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Risk Factors
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See “Risk Factors” beginning on page S-5 of this prospectus
supplement and in the documents incorporated by reference herein for a discussion of factors you should consider carefully before
investing in our common stock.
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NYSE symbol
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“LGL”
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Unless we indicate otherwise, all information
in this prospectus supplement is based on 4,913,678 shares of common stock outstanding as of September 30, 2019, and excludes as
of that date:
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750,000 shares of our common stock authorized to be issued by our Board of Directors in the form of incentive and nonqualified
stock options, restricted stock, performance awards, stock appreciation rights and various other forms of stock-based awards under
the Company’s Amended and Restated 2011 Incentive Plan. As of January 21, 2020, 270,681 of such shares have been issued;
and
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67,627 shares of our common stock issuable upon exercise of stock options, with a weighted average strike price of $4.35 per
share.
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RISK FACTORS
An investment in our common stock
involves a high degree of risk. Prior to making a decision about investing in our common stock, you should carefully consider the
risk factors described below and the risk factors discussed in the sections entitled “Risk Factors” contained in our
most recent Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q and our other filings with the SEC and incorporated
by reference in this prospectus supplement, together with all of the other information contained in this prospectus supplement.
Additional risks and uncertainties not presently known to us, or that we currently view as immaterial, may also impair our business.
If any of these risks actually occur, our business, financial condition and results of operations could be materially and adversely
affected. This could cause the trading price of our common stock to decline, resulting in a loss of all or part of your investment.
Risks Related to this Offering
We will have broad discretion in the use of the
net proceeds from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value
of your investment.
We currently intend to use the net proceeds
from this offering for working capital and general corporate purposes, including sales and marketing expenses, general and administrative
expenses and capital expenditures. We may also use a portion of the net proceeds to acquire or invest in businesses, products and
technologies that are complementary to our own, although we have no current commitments or agreements with respect to any acquisitions
as of the date of this prospectus. However, we have not determined the specific allocation of the net proceeds among these potential
uses. Our management will have broad discretion over the use and investment of the net proceeds from this offering, and, accordingly,
investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds, with only
limited information concerning our specific intentions. These proceeds could be applied in ways that do not improve our operating
results or increase the value of your investment.
You may experience immediate and substantial
dilution in the net tangible book value per share of the common stock you purchase in the offering. In addition, we may issue additional
equity or convertible debt securities in the future, which may result in additional dilution to you.
The offering price per share in this offering may exceed the pro forma net tangible book value per share of
our common stock outstanding as of September 30, 2019. Assuming that an aggregate of 1,016,260 shares of our common stock are sold
at a price of $14.76 per share, the last reported sale price of our common stock on NYSE on January 21, 2020, for aggregate gross
proceeds of approximately $15,000,000, and after deducting commissions and estimated aggregate offering expenses payable by us,
you will experience immediate dilution of $6.69 per share, representing the difference between our pro forma as adjusted net tangible
book value per share as of September 30, 2019 after giving effect to this offering and the assumed offering price. The exercise
of outstanding stock options could result in further dilution of your investment. See the section titled “Dilution”
below for a more detailed illustration of the dilution you would incur if you participate in this offering. In addition, to the
extent we need to raise additional capital in the future and we issue additional shares of common stock or securities convertible
or exchangeable for our common stock, our then existing stockholders may experience dilution and the new securities may have rights
senior to those of our common stock offered in this offering.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, the accompanying
prospectus and the information incorporated by reference herein and therein contain or incorporate forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These forward-looking statements reflect management’s beliefs and assumptions. In addition, these forward-looking
statements reflect management’s current views with respect to future events or our financial performance, and involve certain
known and unknown risks, uncertainties and other factors, including those identified below, which may cause our or our industry’s
actual or future results, levels of activity, performance or achievements to differ materially from those expressed or implied
by any forward-looking statements or from historical results. We intend the forward-looking statements to be covered by the safe
harbor provisions for forward-looking statements contained in Section 27A of the Securities Act and Section 21E of the Exchange
Act. Forward-looking statements include information concerning our possible or assumed future results of operations and statements
preceded by, followed by, or that include the words “may,” “will,” “could,” “would,”
“should,” “believe,” “expect,” “plan,” “anticipate,” “intend,”
“estimate,” “predict,” “potential” or similar expressions.
Forward-looking statements are inherently
subject to risks and uncertainties, many of which we cannot predict with accuracy and some of which we might not even anticipate.
Although we believe that the expectations reflected in the forward-looking statements are based upon reasonable assumptions at
the time made, we can give no assurance that the expectations will be achieved. Future events and actual results, financial and
otherwise, may differ materially from the results discussed in the forward-looking statements. Readers are cautioned not to place
undue reliance on these forward-looking statements. We have no duty to update or revise any forward-looking statements after the
date of this prospectus or to conform them to actual results, new information, future events or otherwise.
The factors described under “Risk
Factors” in this prospectus supplement and in any documents incorporated by reference herein and therein, and other factors
could cause our or our industry’s future results to differ materially from historical results or those anticipated or expressed
in any of our forward-looking statements. We operate in a continually changing business environment, and new risk factors emerge
from time to time. Other unknown or unpredictable factors also could have material adverse effects on our future results, performance
or achievements. We cannot assure you that projected results or events will be achieved or will occur.
You should read this prospectus supplement,
the accompanying prospectus and the information incorporated by reference herein and therein completely and with the understanding
that our actual future results may be materially different from what we expect. Any forward-looking statement speaks only as of
the date of this prospectus supplement. We do not assume any obligation to update any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by law.
USE OF PROCEEDS
We may issue and sell shares of our common
stock having aggregate gross sales proceeds of up to $15,000,000 from time to time. Because there is no minimum offering amount
required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us, if any,
are not determinable at this time.
We will retain broad discretion over
the use of the net proceeds from the sale of the securities offered hereby. We currently intend to use the net proceeds from this
offering primarily for working capital and general corporate purposes, including sales and marketing expenses, general and administrative
expenses, capital expenditures, acquisitions and other corporate purposes. We may also use a portion of the net proceeds to acquire
or invest in businesses, products and technologies that are complementary to our own, although we have no current commitments or
agreements with respect to any acquisitions as of the date of this prospectus supplement. The precise amount and timing of the
application of such proceeds will depend upon our funding requirements and the availability and cost of other capital. As of the
date of this prospectus supplement, we cannot specify with certainty all of the particular uses for the net proceeds that we will
have from the sale of the shares of our common stock. Pending the use of the net proceeds from this offering, if any, we may invest
the net proceeds in investment grade, short-term interest-bearing obligations, such as money-market funds, certificates of deposit,
or direct or guaranteed obligations of the United States government, or hold the net proceeds as cash.
DILUTION
If you purchase shares of our common
stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share
and the net tangible book value per share of our common stock after this offering. We calculate net tangible book value per share
by dividing our net tangible assets (tangible assets less total liabilities) by the number of shares of our common stock issued
and outstanding as of September 30, 2019.
Our historical net tangible book value
at September 30, 2019 was $33,360,000 or approximately $6.79 per share of our common stock. After giving effect to the sale of
our common stock in the aggregate amount of $15,000,000 in this offering, at an assumed offering price of $ $14.76 per share,
the last reported sale price of our common stock on NYSE on January 21, 2020, and after deducting estimated offering expenses
and commissions payable by us, our adjusted net tangible book value as of September 30, 2019 would have been approximately $47,860,000,
or approximately $8.07 per share of our common stock. This represents an immediate increase in the net tangible book value of
$1.28 per share of our common stock to our existing stockholders and an immediate dilution in net tangible book value of approximately
$6.69 per share of our common stock to new investors. The following table illustrates per share dilution:
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Assumed public offering price per share
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$
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14.76
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Net tangible book value per share as of September 30, 2019
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$
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6.79
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Increase in net tangible book value per share attributable to this offering
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$
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1.28
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Adjusted net tangible book value per share as of September 30, 2019, after giving effect to this offering
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$
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8.07
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Dilution per share to new investors purchasing shares in this offering
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$
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6.69
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The table above assumes for illustrative
purposes that an aggregate of 1,016,260 shares of our common stock are sold at a price of $14.76 per share, the last reported sale
price of our common stock on NYSE on January 21, 2020, for aggregate gross proceeds of $15,000,000. The shares sold in this offering,
if any, will be sold from time to time at various prices. An increase of $1.00 per share in the price at which the shares are sold
from the assumed offering price of $14.76 per share shown in the table above, assuming all of our common stock in the aggregate
amount of $15,000,000 is sold at that price, would increase our adjusted net tangible book value per share after the offering to
$8.16 per share and would increase the dilution in net tangible book value per share to new investors in this offering to $7.60
per share, after deducting estimated offering expenses and commissions payable by us.
A decrease of $1.00 per share in the
price at which the shares are sold from the assumed offering price of $14.76 per share shown in the table above, assuming all of
our common stock in the aggregate amount of $15,000,000 is sold at that price, would decrease our adjusted net tangible book value
per share after the offering to $7.97 per share and would decrease the dilution in net tangible book value per share to new investors
in this offering to $5.79 per share, after deducting estimated offering expenses and commissions payable by us. This information
is supplied for illustrative purposes only.
Unless we indicate otherwise, all information
in this prospectus supplement is based on 4,913,678 shares of common stock outstanding as of September 30, 2019, and excludes
as of that date:
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750,000 shares of our common stock authorized to be issued by our Board of Directors in the form of incentive and
nonqualified stock options, restricted stock, performance awards, stock appreciation rights and various other forms of
stock-based awards under the Company’s Amended and Restated 2011 Incentive Plan. As of January 21, 2020, 270,681 of
such shares have been issued; and
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67,627 shares of our common stock issuable upon exercise of stock options, with a weighted average strike price of $4.35 per
share.
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To the extent that outstanding options
are exercised, or other shares are issued, investors purchasing shares in this offering could experience further dilution. In addition,
we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient
funds for our current or future operating plans. To the extent that additional capital is raised through the sale of equity or
convertible debt securities, the issuance of those securities could result in further dilution to our stockholders.
PLAN OF DISTRIBUTION
We have entered into a Sales Agreement
with Jefferies, under which we may offer and sell up to $15,000,000 of our shares of common stock from time to time through Jefferies
acting as agent. Sales of our shares of common stock, if any, under this prospectus supplement and the accompanying prospectus
will be made by any method that is deemed to be an “at the market offering” as defined in Rule 415(a)(4) under the
Securities Act.
Each time we wish to issue and sell shares
of common stock under the Sales Agreement, we will notify Jefferies of the number of shares to be issued, the dates on which such
sales are anticipated to be made, any limitation on the number of shares to be sold in any one day and any minimum price below
which sales may not be made. Once we have so instructed Jefferies, unless Jefferies declines to accept the terms of such notice,
Jefferies has agreed to use its commercially reasonable efforts consistent with its normal trading and sales practices to sell
such shares up to the amount specified on such terms. The obligations of Jefferies under the Sales Agreement to sell our shares
of common stock are subject to a number of conditions that we must meet.
The settlement of sales of shares between
us and Jefferies is generally anticipated to occur on the second trading day following the date on which the sale was made. Sales
of our shares of common stock as contemplated in this prospectus supplement will be settled through the facilities of The Depository
Trust Company or by such other means as we and Jefferies may agree upon. There is no arrangement for funds to be received in an
escrow, trust or similar arrangement.
We will pay Jefferies a commission equal
to 3.0% of the aggregate gross proceeds we receive from each sale of our shares of common stock. Because there is no minimum offering
amount required as a condition to close this offering, the actual total public offering amount, commissions and proceeds to us,
if any, are not determinable at this time. In addition, we have agreed to reimburse Jefferies for the fees and disbursements of
its counsel, payable upon execution of the Sales Agreement, in an amount not to exceed $50,000, in addition to certain ongoing
disbursements of its legal counsel. We estimate that the total expenses for the offering, excluding any commissions or expense
reimbursement payable to Jefferies under the terms of the Sales Agreement, will be approximately $200,000. The remaining sale proceeds,
after deducting any other transaction fees, will equal our net proceeds from the sale of such shares.
Jefferies will provide written confirmation
to us before the open on NYSE on the day following each day on which shares of common stock are sold under the Sales Agreement.
Each confirmation will include the number of shares sold on that day, the aggregate gross proceeds of such sales and the proceeds
to us.
In connection with the sale of our shares
of common stock on our behalf, Jefferies will be deemed to be an “underwriter” within the meaning of the Securities
Act, and the compensation of Jefferies will be deemed to be underwriting commissions or discounts. We have agreed to indemnify
Jefferies against certain civil liabilities, including liabilities under the Securities Act. We have also agreed to contribute
to payments Jefferies may be required to make in respect of such liabilities.
The offering of our shares of common
stock pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all shares of common stock subject
to the Sales Agreement and (ii) the termination of the Sales Agreement as permitted therein. We and Jefferies may each terminate
the Sales Agreement at any time upon ten days’ prior notice.
This summary of the material provisions
of the Sales Agreement does not purport to be a complete statement of its terms and conditions. A copy of the Sales Agreement is
filed as an exhibit to a current report on Form 8-K filed under the Exchange Act and incorporated by reference in this prospectus
supplement.
Jefferies and its affiliates may in
the future provide various investment banking, commercial banking, financial advisory and other financial services for us and
our affiliates, for which services they may in the future receive customary fees. In the course of its business, Jefferies may
actively trade our securities for its own account or for the accounts of customers, and, accordingly, Jefferies may at any time
hold long or short positions in such securities. Jefferies also acted as an underwriter in the initial public offering
of LGL Systems Acquisition Corp., an entity in which we beneficially own common stock, consummated in November 2019, for which
it received compensation and is entitled to receive deferred compensation.
A prospectus supplement and the accompanying
prospectus in electronic format may be made available on a website maintained by Jefferies, and Jefferies may distribute the prospectus
supplement and the accompanying prospectus electronically.
LEGAL MATTERS
The validity of the issuance of the common
stock offered by this prospectus supplement will be passed upon for us by Olshan Frome Wolosky LLP, New York, New York. Jefferies
LLC is being represented in connection with this offering by Cooley LLP, New York, New York.
EXPERTS
The consolidated financial statements
incorporated in this prospectus supplement by reference from the Company’s Annual Report on Form 10-K as of and for the years
ended December 31, 2018 and 2017, have been audited by RSM US LLP, an independent registered public accounting firm, as stated
in their report incorporated by reference herein, and have been so incorporated in reliance upon such report and upon the authority
of such firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current
reports, proxy statements and other information with the SEC. Our SEC filings are also available to the public at the SEC’s
web site at http://www.sec.gov.
We make available free of charge on or
through our Internet website www.lglgroup.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8–K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as
soon as reasonably practicable after we electronically file the material with, or furnish it to, the SEC. The references to www.lglgroup.com in
this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein or therein are inactive
textual references only, and the information found on our internet website is not incorporated by reference into, and should not
be considered part of, this prospectus supplement, the accompanying base shelf prospectus or the documents incorporated by reference
herein or therein. Investors should not rely on any such information in deciding whether to invest in our common shares.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to incorporate by reference
information contained in documents we file with it, which means that we can disclose important information to you by referring
you to those documents already on file with the SEC that contain that information. The information incorporated by reference is
considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically update
and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather
than furnished) with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, between the date of this prospectus
supplement and the termination of the offering of the securities covered by this prospectus supplement, provided, however, that
we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any Current Report on Form 8-K (and exhibits
filed on such form that are related to such items):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC
on March 21, 2019;
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 30, 2019;
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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC
on May 9, 2019, our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed with the SEC on August 12,
2019, and our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2019, filed with the SEC on November 14,
2019;
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our Current Reports on Form 8-K, filed with the SEC on January 24, 2019, March 15, 2019, April
15, 2019, July 24, 2019, August 14, 2019, November 7, 2019, November 12, 2019 and December 17, 2019; and
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the description of our common stock contained in our Current Report on Form 8-K filed with the
SEC on October 30, 2013, including any amendments thereto or reports filed for the purpose of updating such descriptions.
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Upon written or oral request, we will
provide at no cost to the requester a copy of all of the information that has been incorporated by reference in this prospectus
supplement but not delivered with this prospectus supplement. You may obtain copies of these documents from us, without charge
(other than exhibits, unless the exhibits are specifically incorporated by reference), by requesting them in writing or by telephone
at the following address:
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
(407) 298-2000
Attention: Corporate Secretary
You may also access the documents incorporated
by reference in this prospectus supplement through our website at https://www.lglgroup.com. Except for the specific incorporated
documents listed above, no information available on or through our website shall be deemed to be incorporated in this prospectus
supplement or the registration statement of which it forms a part.
PROSPECTUS
THE LGL GROUP, INC.
DEBT SECURITIES
COMMON STOCK
STOCK PURCHASE CONTRACTS
WARRANTS
RIGHTS
UNITS
We may offer and sell, from time to time
in one or more offerings, any combination of:
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debt securities (which may be senior or subordinated),
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stock purchase contracts,
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any combination thereof, separately or as units,
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having an aggregate initial offering price
not exceeding $90,000,000, or the equivalent thereof in one or more foreign currencies, foreign currency units or composite currencies.
We may offer these securities on terms and at prices to be determined at the time of sale.
This prospectus provides a general description
of the securities we may offer. Each time we sell securities we will provide specific terms of the securities offered in a supplement
to this prospectus. The prospectus supplement may also add, update or change information in this prospectus. You should read this
prospectus and the applicable prospectus supplement, as well as the documents incorporated by reference or deemed to be incorporated
by reference into this prospectus, carefully before you invest in any securities.
This prospectus may not be used to offer
or sell our securities unless accompanied by a prospectus supplement relating to the offered securities.
These securities may be sold directly
by us, through dealers or agents designated from time to time, to or through underwriters or dealers or through a combination of
these methods on a continuous or delayed basis. See “Plan of Distribution” in this prospectus. We may also describe
the plan of distribution for any particular offering of our securities in a prospectus supplement. If any agents, underwriters
or dealers are involved in the sale of any securities in respect of which this prospectus is being delivered, we will disclose
their names and the nature of our arrangements with them in a prospectus supplement. The net proceeds we expect to receive from
any such sale will also be included in a prospectus supplement.
AN INVESTMENT IN OUR SECURITIES INVOLVES A HIGH DEGREE OF
RISK. YOU SHOULD READ THE SECTION ENTITLED “RISK FACTORS” ON PAGE 1 OF THIS PROSPECTUS AND THE RISK FACTORS INCORPORATED
BY REFERENCE INTO THIS PROSPECTUS AS DESCRIBED IN THAT SECTION BEFORE INVESTING IN OUR SECURITIES.
_________________
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY
STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this prospectus is January
8, 2020.
TABLE OF CONTENTS
Page
About this Prospectus
This prospectus is part of a Registration
Statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf”
registration process. Under this shelf registration process, we may sell any combination of the securities described in this prospectus
in one or more offerings from time to time having an aggregate initial offering price of $90,000,000. This prospectus provides
you with a general description of the securities we may offer. Each time we offer securities, we will provide you with a prospectus
supplement that describes the specific amounts, prices and terms of the securities we offer. The prospectus supplement also may
add, update or change information contained in this prospectus. You should read carefully both this prospectus and any prospectus
supplement together with additional information described below under the caption “Where You Can Find More Information.”
This prospectus does not contain all the
information provided in the registration statement we filed with the SEC. You should read both this prospectus, including the section
titled “Risk Factors,” and the accompanying prospectus supplement, together with the additional information described
under the heading “Where You Can Find More Information.”
You should rely only on the information
contained or incorporated by reference in this prospectus or a prospectus supplement. We have not authorized any other person to
provide you with different information. If anyone provides you with different or inconsistent information, you should not rely
on it. This prospectus is not an offer to sell securities, and it is not soliciting an offer to buy securities in any jurisdiction
where the offer or sale is not permitted. You should assume that the information appearing in this prospectus or any prospectus
supplement, as well as information we have previously filed with the SEC and incorporated by reference, is accurate as of the date
on the front of those documents only. Our business, financial condition, results of operations and prospects may have changed since
those dates.
Unless the context otherwise requires, references
to “we,” “our”, “us,” or the “Company” in this prospectus refer to The LGL Group,
Inc.
PROSPECTUS SUMMARY
This summary highlights selected information
contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that you
should consider before determining whether to invest in our securities. You should read the entire prospectus carefully, including
the information included in the “Risk Factors” section, as well as our consolidated financial statements, notes to
the consolidated financial statements and the other information incorporated by reference into this prospectus, as well as the
exhibits to the registration statement of which this prospectus is a part, before making an investment decision.
The Company
Overview
We
are a globally-positioned producer of industrial and commercial products and services. We operate in two identified segments. Our
electronic components segment is currently focused on the design and manufacture of highly-engineered, high reliability frequency
and spectrum control products. These electronic components ensure reliability and security in aerospace and defense communications,
low noise and base accuracy for laboratory instruments, and synchronous data transfers throughout the wireless and Internet infrastructure.
Our electronic instruments segment is focused on the design and manufacture of high-performance Frequency and Time reference standards
that form the basis for timing and synchronization in various applications.
The
Company 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. The information contained on our website is not
part of this prospectus. Our common stock is traded on the NYSE American under the symbol "LGL."
We
operate through our two principal subsidiaries, M-tron Industries, Inc. (together with its subsidiaries, "MtronPTI"),
which has design and manufacturing facilities in Orlando, Florida, Yankton, South Dakota and Noida, India, and Precise Time and
Frequency, LLC ("PTF") which has a design and manufacturing facility in Wakefield, Massachusetts. We also have local
sales and customer support offices in Sacramento, California, Austin, Texas and Hong Kong.
RISK FACTORS
You should carefully consider the specific
risks described below, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018,
the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors
set forth in our other filings with the SEC made pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, which are
incorporated by reference herein, before making an investment decision. Each of the risks described below and in these documents
could materially and adversely affect our business, financial condition, results of operations and prospects, and could result
in a partial or complete loss of your investment. See “Where You Can Find More Information.”
Risks Related to Our Business and Industry
We are dependent on a single line of business.
Prior to our September 2016 acquisition
of PTF, we were engaged only in the design, manufacture and marketing of standard and custom-engineered electronic components that
are used primarily to control the frequency or timing of signals in electronic circuits. Although our acquisition of PTF added
an additional product line of electronic instruments that includes highly engineered products for the generation of time and frequency
references for synchronization and control, until we see significant growth from the PTF electronic instruments product line or
develop or acquire additional product lines we will remain dependent on our electronic components line of business. Virtually all
of our 2018 and 2017 revenues came from sales of electronic components, which consist of packaged quartz crystals, oscillator modules,
electronic filters and integrated modules. We expect that this product line will continue to account for substantially all of our
revenues in 2019.
Given our reliance on this single line of
business, any decline in demand for this product line or failure to achieve continued market acceptance of existing and new versions
of this product line may harm our business and our financial condition. Additionally, unfavorable market conditions affecting this
line of business would likely have a disproportionate impact on us in comparison with certain competitors, who have more diversified
operations and multiple lines of business. Should this line of business fail to generate sufficient sales to support ongoing operations,
there can be no assurance that we will be able to develop alternate business lines.
Our operating results vary significantly from period to
period.
We experience fluctuations in our operating
results. Some of the principal factors that contribute to these fluctuations include: changes in demand for our products; our effectiveness
in managing manufacturing processes, costs and inventory; our effectiveness in engineering and qualifying new product designs with
our OEM customers and in managing the risks associated with offering those new products into production; changes in the cost and
availability of raw materials, which often occur in the electronics manufacturing industry and which affect our margins and our
ability to meet delivery schedules; macroeconomic and served industry conditions; and events that may affect our production capabilities,
such as labor conditions and political instability. In addition, due to the prevailing economic climate and competitive differences
between the various market segments which we serve, the mix of sales between our communications, networking, aerospace, defense,
industrial and instrumentation market segments may affect our operating results from period to period.
For the years ended December 31, 2018 and
2017, and the nine months ended September 30, 2018 and 2019, we had net income of approximately $1,405,000, $117,000, $1,143,000,
and $6,051,000, respectively. Our revenues are derived primarily from MtronPTI, whose future rate of growth and profitability are
highly dependent on the development and growth of demand for our products in the communications, networking, aerospace, defense,
instrumentation and industrial markets, which are cyclical. We cannot be certain whether we will generate sufficient revenues or
sufficiently manage expenses to sustain profitability.
We have a large customer that accounts for a significant
portion of our revenues, and the loss of this customer, or decrease in its demand for our products, could have a material adverse
effect on our results.
In 2018, our largest customer, an electronics
contract manufacturing company, accounted for $4,436,000, or 17.8%, of the Company's total revenues, compared to $3,744,000, or
16.7%, in 2017. In the nine months ended September 30, 2019, our largest customer, an electronics contract manufacturing company,
accounted for $4,275,000, or 18.5%, of the Company's total revenues, compared to $3,149,000, or 17.1%, in the same period in 2018.
The loss of this customer, or a decrease in its demand for our products, could have a material adverse effect on our results. A
relatively small number of customers account for a significant portion of our accounts receivable, and the insolvency of any of
these customers could have a material adverse impact on our liquidity.
A relatively small number of customers account for a significant
portion of our accounts receivable, and the insolvency of any of these customers could have a material adverse impact on our liquidity.
As of December 31, 2018, four of our
largest customers accounted for approximately $1,043,000, or 30%, of accounts receivable. As of December 31, 2017, four of
our largest customers accounted for approximately $1,100,000, or 32%, of accounts receivable at the end of 2017. The insolvency
of any of these customers could have a material adverse impact on our liquidity.
Our order backlog may not be indicative of future revenues.
Our order backlog is comprised of orders
that are subject to specific production release, orders under written contracts, oral and written orders from customers with which
we have had long-standing relationships and written purchase orders from sales representatives. Our customers may order products
from multiple sources to ensure timely delivery when backlog is particularly long and may cancel or defer orders without significant
penalty. They also may cancel orders when business is weak and inventories are excessive. As a result, we cannot provide assurances
as to the portion of backlog orders to be filled in a given year, and our order backlog as of any particular date may not be representative
of actual revenues for any subsequent period.
We are a holding company, and therefore are dependent
upon the operations of our subsidiaries to meet our obligations.
We are a holding company that transacts
business through our operating subsidiaries. Our primary assets are cash and cash equivalents, marketable securities, the
shares of our operating subsidiaries and intercompany loans. Should our cash and cash equivalents be depleted, our ability
to meet our operating requirements and to make other payments will depend on the surplus and earnings of our subsidiaries and their
ability to pay dividends or to advance or repay funds.
Our future rate of growth and profitability are highly
dependent on the development and growth of the communications, networking, aerospace, defense, instrumentation and industrial markets,
which are cyclical.
In 2018 and 2017, the majority of our revenues
were derived from sales to manufacturers of equipment for the defense, aerospace, instrumentation and industrial markets for frequency
and spectrum control devices, including indirect sales through distributors and contract manufacturers. During 2019, we expect
a significant portion of our revenues to continue to be derived from sales to these manufacturers. Often OEMs and other service
providers within these markets have experienced periods of capacity shortage and periods of excess capacity, as well as periods
of either high or low demand for their products. In periods of excess capacity or low demand, purchases of capital equipment may
be curtailed, including equipment that incorporates our products. A reduction in demand for the manufacture and purchase of equipment
for these markets, whether due to cyclical, macroeconomic or other factors, or due to our reduced ability to compete based on cost
or technical factors, could substantially reduce our net sales and operating results and adversely affect our financial condition.
Moreover, if these markets fail to grow as expected, we may be unable to maintain or grow our revenues. The multiple variables
which affect the communications, networking, aerospace, defense, instrumentation and industrial markets for our products, as well
as the number of parties involved in the supply chain and manufacturing process, can impact inventory levels and lead to supply
chain inefficiencies. As a result of these complexities, we have limited visibility to forecast revenue projections accurately
for the medium-term and long-term timeframes.
The market share of our customers in the communications,
networking, aerospace, defense, instrumentation and industrial markets may change over time, reducing the potential value of our
relationships with our existing customer base.
We have developed long-term relationships
with our existing customers, including pricing contracts, custom designs and approved vendor status. If these customers lose
market share to other equipment manufacturers in the communications, networking, aerospace, defense, instrumentation and industrial
markets with whom we do not have similar relationships, our ability to maintain revenue, margin or operating performance may be
adversely affected.
We may make acquisitions that are not successful, or we
may fail to integrate acquired businesses into our operations properly.
We intend to continue exploring opportunities
to buy other businesses or technologies that could complement, enhance, or expand our current business or product lines, or that
might otherwise offer us growth opportunities. We may have difficulty finding such opportunities or, if such opportunities
are identified, we may not be able to complete such transactions for reasons including a failure to secure necessary financing.
Any transactions that we are able to identify
and complete may involve a number of risks, including:
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The diversion of our management's attention from the management of our existing business to the integration of the operations
and personnel of the acquired or combined business or joint venture;
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Material business risks not identified in due diligence;
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Possible adverse effects on our operating results during the integration process;
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Substantial acquisition-related expenses, which would reduce our net income, if any, in future years;
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The loss of key employees and customers as a result of changes in management; and
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Our possible inability to achieve the intended objectives of the transaction.
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In addition, we may not be able to integrate,
operate, maintain or manage, successfully or profitably, our newly acquired operations or employees. We may not be able to maintain
uniform standards, controls, policies and procedures, and this may lead to operational inefficiencies.
Any of these difficulties could have a material
adverse effect on our business, financial condition, results of operations and cash flows.
If we are unable to introduce innovative products, demand
for our products may decrease.
Our future operating results are dependent
on our ability to develop, introduce and market innovative products continually, to modify existing products, to respond to technological
change and to customize some of our products to meet customer requirements. There are numerous risks inherent in this process,
including the risks that we will be unable to anticipate the direction of technological change or that we will be unable to develop
and market new products and applications in a timely or cost-effective manner to satisfy customer demand.
Our markets are highly competitive, and we may lose business
to larger and better-financed competitors.
Our markets are highly competitive worldwide,
with low transportation costs and few import barriers. We compete principally on the basis of product quality and reliability,
availability, customer service, technological innovation, timely delivery and price. Within the industries in which we compete,
competition has become increasingly concentrated and global in recent years.
Many of our major competitors, some of which
are larger, and potential competitors have substantially greater financial resources and more extensive engineering, manufacturing,
marketing and customer support capabilities. If we are unable to successfully compete against current and future competitors, our
operating results will be adversely affected.
Our success depends on our ability to retain key management
and technical personnel and attracting, retaining, and training new technical personnel.
Our future growth and success will depend
in large part upon our ability to recruit highly-skilled technical personnel, including engineers, and to retain our existing management
and technical personnel. The labor markets in which we operate are highly competitive and some of our operations are not located
in highly populated areas. As a result, we may not be able to recruit and retain key personnel. Our failure to hire, retain or
adequately train key personnel could have a negative impact on our performance.
We purchase certain key components and raw materials from
single or limited sources and could lose sales if these sources fail to fulfill our needs.
If single-source components or key raw materials
were to become unavailable on satisfactory terms, and we could not obtain comparable replacement components or raw materials from
other sources in a timely manner, our business, results of operations and financial condition could be harmed. On occasion, one
or more of the components used in our products have become unavailable, resulting in unanticipated redesign and related delays
in shipments. We cannot give assurance that similar delays will not occur in the future. Our suppliers may be impacted by compliance
with environmental regulations including RoHS and Waste Electrical and Electronic Equipment ("WEEE"), which could disrupt
the supply of components or raw materials or cause additional costs for us to implement new components or raw materials into our
manufacturing processes.
As a supplier to U.S. Government defense contractors,
we are subject to a number of procurement regulations and other requirements and could be adversely affected by changes in regulations
or any negative findings from a U.S. Government audit or investigation.
A number of our customers are U.S. Government
contractors. As one of their suppliers, we must comply with significant procurement regulations and other requirements. We also
maintain registration under the International Traffic in Arms Regulations for all of our production facilities. One of those production
facilities must comply with additional requirements and regulations for its production processes and for selected personnel in
order to maintain the security of classified information. These requirements, although customary within these markets, increase
our performance and compliance costs. If any of these various requirements change, our costs of complying with them could increase
and reduce our operating margins.
We operate in a highly regulated environment
and are routinely audited and reviewed by the U.S. Government and its agencies such as the Defense Contract Audit Agency and
Defense Contract Management Agency. These agencies review our performance under our contracts, our cost structure and our compliance
with applicable laws, regulations, and standards, as well as the adequacy of, and our compliance with, our internal control systems
and policies. Systems that are subject to review include our purchasing systems, billing systems, property management and control
systems, cost estimating systems, compensation systems and management information systems.
Any costs found to be improperly allocated
to a specific contract will not be reimbursed or must be refunded if already reimbursed. If an audit uncovers improper or illegal
activities, we may be subject to civil and criminal penalties and administrative sanctions, which may include termination of contracts,
forfeiture of profits, suspension of payments, fines and suspension, or prohibition from doing business as a supplier to contractors
who sell products and services to the U.S. Government. In addition, our reputation could be adversely affected if allegations
of impropriety were made against us.
From time to time, we may also be subject
to U.S. Government investigations relating to our or our customers' operations and products, and are expected to perform in
compliance with a vast array of federal laws, including the Truth in Negotiations Act, the False Claims Act, the International
Traffic in Arms Regulations promulgated under the Arms Export Control Act, and the Foreign Corrupt Practices Act. We or our customers
may be subject to reductions of the value of contracts, contract modifications or termination, and the assessment of penalties
and fines, which could negatively impact our results of operations and financial condition, or result in a diminution in revenue
from our customers, if we or our customers are found to have violated the law or are indicted or convicted for violations of federal
laws related to government security regulations, employment practices or protection of the environment, or are found not to have
acted responsibly as defined by the law. Such convictions could also result in suspension or debarment from serving as a supplier
to government contractors for some period of time. Such convictions or actions could have a material adverse effect on us and our
operating results. The costs of cooperating or complying with such audits or investigations may also adversely impact our financial
results.
Our products are complex and may contain errors or design
flaws, which could be costly to correct.
When we release new products, or new versions
of existing products, they may contain undetected or unresolved errors or defects. The vast majority of our products are custom-designed
for requirements of specific OEM systems. The expected business life of these products ranges from less than one year to more than
10 years depending on the application. Some of the customizations are modest changes to existing product designs while others are
major product redesigns or new product platforms.
Despite testing, errors or defects may be
found in new products or upgrades after the commencement of commercial shipments. Undetected errors and design flaws have
occurred in the past and could occur in the future. These errors could result in delays, loss of market acceptance and sales,
diversion of development resources, damage to the Company's reputation, product liability claims and legal action by its customers
and third parties, failure to attract new customers and increased service costs.
Communications and network infrastructure equipment manufacturers
increasingly rely upon contract manufacturers, thereby diminishing our ability to sell our products directly to those equipment
manufacturers.
There is a continuing trend among communications
and network infrastructure equipment manufacturers to outsource the manufacturing of their equipment or components. As a result,
our ability to persuade these OEMs to utilize our products in customer designs could be reduced and, in the absence of a manufacturer's
specification of our products, the prices that we can charge for them may be subject to greater competition.
Future changes in our environmental liability and compliance
obligations may increase costs and decrease profitability.
Our present and past manufacturing operations,
products, and/or product packaging are subject to environmental laws and regulations governing air emissions, wastewater discharges,
and the handling, disposal and remediation of hazardous substances, wastes and other chemicals. In addition, more stringent environmental
regulations may be enacted in the future, and we cannot presently determine the modifications, if any, in our operations that any
future regulations might require, or the cost of compliance that would be associated with these regulations.
Environmental laws and regulations may cause
us to change our manufacturing processes, redesign some of our products, and change components to eliminate some substances in
our products in order to be able to continue to offer them for sale.
We have significant international operations and sales
to customers outside of the United States that subject us to certain business, economic and political risks.
We have office and manufacturing space in
Noida, India, and a sales office in Hong Kong. Additionally, foreign revenues for 2018, 2017 and the nine months ended September
30, 2018 and 2019 (primarily to Malaysia) accounted for 24.9%, 28.2%, 24.3% and 24.9% of our consolidated revenues for 2018, 2017
and the nine months ended September 30, 2019, respectively. We anticipate that sales to customers located outside of the United
States will continue to be a significant part of our revenues for the foreseeable future. Our international operations and sales
to customers outside of the United States subject our operating results and financial condition to certain business, economic,
political, health, regulatory and other risks, including but not limited to:
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Political and economic instability in countries in which our products are manufactured and sold;
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Expropriation or the imposition of government controls;
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Responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws
in other jurisdictions;
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Sanctions or restrictions on trade imposed by the United States government;
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Export license requirements;
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Currency controls or fluctuations in exchange rates;
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High levels of inflation or deflation;
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Difficulty in staffing and managing non-U.S. operations
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Greater difficulty in collecting accounts receivable and longer payment cycles;
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Changes in labor conditions and difficulties in staffing and managing international operations; and
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Limitations on insurance coverage against geopolitical risks, natural disasters and business operations.
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Additionally, to date, very few of our international
revenue and cost obligations have been denominated in foreign currencies. As a result, changes in the value of the United States
dollar relative to foreign currencies may affect our competitiveness in foreign markets. We do not currently engage in foreign
currency hedging activities, but may do so in the future to the extent that we incur a significant amount of foreign-currency denominated
liabilities.
We rely on information technology systems to conduct our
business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations.
We rely on information technology (“IT”)
systems in order to achieve our business objectives. We also rely upon industry accepted security measures and technology
to securely maintain confidential information maintained on our IT systems. However, our portfolio of hardware and software products,
solutions and services and our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond our
control such as catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, cyber-attacks
or other malicious software programs. The failure or disruption of our IT systems to perform as anticipated for any reason could
disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing
inefficiencies, downtime, litigation and the loss of suppliers or customers. A significant disruption or failure could have
a material adverse effect on our business operations, financial performance and financial condition.
Cybersecurity risks and cyber incidents may adversely
affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or
damage to our business relationships, all of which could negatively impact our financial results.
A cyber incident is considered to be any
adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be
an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes
of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of
these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information,
increased cybersecurity protection and insurance costs, litigation and damage to our tenant and investor relationships. As our
reliance on technology increases, so will the risks posed to our information systems, both internal and those we outsource. There
is no guarantee that any processes, procedures and internal controls we have implemented or will implement will prevent cyber intrusions,
which could have a negative impact on our financial results, operations, business relationships or confidential information.
The Company has made a material investment
in a special purpose acquisition company that may not be successful.
The Company has acquired membership interests
in LGL Systems Acquisition Holding Company, LLC (the “Sponsor”), the sponsor of LGL Systems Acquisition Corp. (NASDAQ:
DFNS), a special purpose acquisition company formed for the purpose of effecting a business combination in the aerospace, defense
and communications industries (the “SPAC”). On November 6, 2019, the Company contributed $3.35 million to
the Sponsor to fund the Sponsor’s purchase of private warrants in a private placement that is scheduled to close simultaneously
with the consummation of the SPAC’s initial public offering. Each private warrant is exercisable to purchase one share of
common stock of the SPAC at an exercise price of $11.50 per share, subject to adjustment. The proceeds from the private warrants
will be added to the proceeds from the SPAC’s initial public offering to be held in a trust account. If the SPAC does not
complete a business combination within 24 months from the closing of the SPAC’s initial public offering, the proceeds from
the sale of the private warrants will be used to fund the redemption of the shares sold in the SPAC’s initial public offering
(subject to the requirements of applicable law), and the private warrants will expire worthless. There is no assurance
that the SPAC will be successful in completing a business combination or that any business combination will be successful. The
Company can lose its entire investment in the SPAC if a business combination is not completed within 24 months or if the business
combination is not successful, which may adversely impact the Company’s stockholder value.
Risks Related to Our Securities
The price of our common stock has fluctuated considerably
and is likely to remain volatile, in part due to the limited market for our common stock.
From January 1, 2019 through November 30,
2019, the high and low closing sales prices for our common stock were $14.40 and $6.45, respectively, and the average daily trading
volume in our common stock during that time period was approximately 16,000 shares per day. There is a limited public market for
our common stock, and we cannot provide assurances that a more active trading market will develop or be sustained. As a result
of limited trading volume in our common stock, the purchase or sale of a relatively small number of shares could result in significant
price fluctuations and it may be difficult for holders to sell their shares without depressing the market price for our common
stock.
Additionally, the market prices of our common
stock may continue to fluctuate significantly in response to a number of factors, some of which are beyond our control, including
the following:
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General economic conditions affecting the availability of long-term or short-term credit facilities, the purchasing and payment
patterns of our customers, or the requirements imposed by our suppliers;
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Economic conditions in our industry and in the industries of our customers and suppliers;
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Changes in financial estimates or investment recommendations by securities analysts relating to our common stock;
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Market reaction to our reported financial results;
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Loss of a major customer;
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Announcements by us or our competitors of significant contracts, acquisitions, strategic partnerships, joint ventures or capital
commitments; and
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Changes in key personnel.
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Our officers, directors and 10% stockholders have significant
voting power and may vote their shares in a manner that is not in the best interest of other stockholders.
Our officers, directors and 10% or greater
stockholders control approximately 41.5% of the voting power represented by our outstanding shares of common stock as of December
27, 2019. If these stockholders act together, they may be able to exert significant control over our management and affairs
requiring stockholder approval, including approval of significant corporate transactions. This concentration of ownership may have
the effect of delaying or preventing a change in control and might adversely affect the market price of our common stock. This
concentration of ownership may not be in the best interests of all of our stockholders.
Provisions in our corporate charter documents and under
Delaware law could make an acquisition of the Company, which may be beneficial to our stockholders, more difficult.
Provisions in our certificate of incorporation
and by-laws, as well as provisions of the General Corporation Law of the State of Delaware ("DGCL"), may discourage,
delay or prevent a merger, acquisition or other change in control of the Company, even if such a change in control would be beneficial
to our stockholders. These provisions include prohibiting our stockholders from fixing the number of directors, and establishing
advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to our board
of directors (the "Board").
Additionally, Section 203 of the DGCL prohibits
a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years
after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger
or combination is approved in a prescribed manner. We have not opted out of the restrictions under Section 203, as permitted under
DGCL.
FORWARD-LOOKING STATEMENTS
Information included or incorporated by
reference in this prospectus may contain forward-looking statements. Forward-looking statements, which involve assumptions and
describe our future plans, strategies and expectations, are generally identifiable by use of the words “may,” “should,”
“expect,” “anticipate,” “estimate,” “believe,” “intend” or the negative
of these words or other variations on these words or comparable terminology, as they relate to future periods.
Examples of forward-looking statements include,
but are not limited to, statements we make regarding the Company’s efforts to grow revenue, the Company’s expectations
regarding fulfillment of backlog, the results of introduction of a new product line, future benefits to operating margins and the
adequacy of the Company’s cash resources.
Forward-looking statements are based on
our current expectations and assumptions regarding our business, the economy and other future conditions. As forward-looking statements
relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict.
Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements
of historical fact nor guarantees of assurances of future performance. Important factors that could cause actual results to differ
materially from those in the forward-looking statements include national and global economic, business, competitive, market and
regulatory conditions and the factors described under “Risk Factors” in this prospectus, in our Annual Report on Form
10-K and our Quarterly Reports on Form 10-Q.
Further, we do not undertake any obligation
to publicly update any forward-looking statements. As a result, you should not place undue reliance on these forward-looking statements.
USE OF PROCEEDS
The net proceeds of this offering will be
used for working capital and other general corporate purposes. Such purposes may include research and development expenditures
and capital expenditures. As of the date of this prospectus, we cannot specify with certainty all of the particular uses of the
proceeds from this offering. We will set forth in the applicable prospectus supplement our intended use for the net proceeds received
from the sale of the related securities. Accordingly, we will retain broad discretion over the use of such proceeds. Pending use
of the net proceeds, we intend to invest the net proceeds in interest-bearing, investment-grade securities.
PLAN OF DISTRIBUTION
We may sell the securities offered by this
prospectus from time to time in one or more transactions, including without limitation:
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directly to one or more purchasers;
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in “at the market offerings” as defined in Rule 415(a)(4) under the Securities Act, into an existing trading market,
or a securities exchange or otherwise;
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to or through underwriters, brokers or dealers; or
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through a combination of any of these methods.
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A distribution of the securities offered
by this prospectus may also be effected through the issuance of derivative securities, including without limitation, warrants,
subscriptions, exchangeable securities, forward delivery contracts and the writing of options.
In addition, the manner in which we may
sell some or all of the securities covered by this prospectus includes, without limitation, through:
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a block trade in which a broker-dealer will attempt to sell as agent, but may position or resell a portion of the block, as
principal, in order to facilitate the transaction;
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purchases by a broker-dealer, as principal, and resale by the broker-dealer for its account;
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ordinary brokerage transactions and transactions in which a broker solicits purchasers; or
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privately negotiated transactions.
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We may also enter into hedging transactions.
For example, we may:
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enter into transactions with a broker-dealer or affiliate thereof in connection with which such broker-dealer or affiliate
will engage in short sales of the common stock pursuant to this prospectus, in which case such broker-dealer or affiliate may use
shares of common stock received from us to close out its short positions;
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sell securities short and redeliver such shares to close out our short positions;
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enter into option or other types of transactions that require us to deliver common stock to a broker-dealer or an affiliate
thereof, who will then resell or transfer the common stock under this prospectus; or
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loan or pledge the common stock to a broker-dealer or an affiliate thereof, who may sell the loaned shares or, in an event
of default in the case of a pledge, sell the pledged shares pursuant to this prospectus.
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In addition, we may enter into derivative
or hedging transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. In connection with such a transaction, the third parties may sell securities covered by and pursuant to this prospectus
and an applicable prospectus supplement or other offering materials, as the case may be. If so, the third party may use securities
borrowed from us or others to settle such sales and may use securities received from us to close out any related short positions.
We may also loan or pledge securities covered by this prospectus and an applicable prospectus supplement to third parties, who
may sell the loaned securities or, in an event of default in the case of a pledge, sell the pledged securities pursuant to this
prospectus and the applicable prospectus supplement or other offering materials, as the case may be.
We may sell the securities in and outside
the United States through underwriters or dealers, directly to purchasers, including our affiliates, through agents, or through
a combination of any of these methods. The prospectus supplement will include the specific plan of distribution, which will include
the following information:
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the terms of the offering;
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the names of any underwriters, dealers or agents;
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the name or names of any managing underwriter or underwriters;
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the purchase price of the securities;
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the net proceeds from the sale of the securities;
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any delayed delivery arrangements;
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any underwriting discounts, commissions and other items constituting underwriters’ compensation;
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any public offering price;
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any discounts or concessions allowed or reallowed or paid to dealers;
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any commissions paid to agents; and
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the terms of any arrangement entered into with any dealer or agent.
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Sale Through Underwriters or Dealers
If underwriters are used in the sale of
any of these securities, the underwriters will acquire the securities for their own account. The underwriters may resell the securities
from time to time in one or more transactions, including negotiated transactions, at a fixed public offering price or at varying
prices determined at the time of sale. Underwriters may offer securities to the public either through underwriting syndicates represented
by one or more managing underwriters or directly by one or more firms acting as underwriters. Unless we inform you otherwise in
any prospectus supplement, the obligations of the underwriters to purchase the securities will be subject to certain conditions,
and the underwriters will be obligated to purchase all the offered securities if they purchase any of them. The underwriters may
change from time to time any public offering price and any discounts or concessions allowed or reallowed or paid to dealers.
During and after an offering through underwriters,
the underwriters may purchase and sell the securities in the open market. These transactions may include overallotment and stabilizing
transactions and purchases to cover syndicate short positions created in connection with the offering. The underwriters may also
impose a penalty bid, which means that selling concessions allowed to syndicate members or other broker-dealers for the offered
securities sold for their account may be reclaimed by the syndicate if the offered securities are repurchased by the syndicate
in stabilizing or covering transactions. These activities may stabilize, maintain or otherwise affect the market price of the offered
securities, which may be higher than the price that might otherwise prevail in the open market. If commenced, the underwriters
may discontinue these activities at any time.
If dealers are used in the sale of securities,
we will sell the securities to them as principals. They may then resell those securities to the public at varying prices determined
by the dealers at the time of resale. We will include in the prospectus supplement the names of the dealers and the terms of the
transaction.
We are subject to the applicable provisions
of the Exchange Act and the rules and regulations under the Exchange Act, including Regulation M. This regulation may limit the
timing of purchases and sales of any of the shares of common stock offered in this prospectus. The anti-manipulation rules under
the Exchange Act may apply to sales of shares in the market. Furthermore, Regulation M may restrict the ability of any person engaged
in the distribution of the shares to engage in market-making activities for the particular securities being distributed for a period
of up to two business days before the distribution. The restrictions may affect the marketability of the shares and the ability
of any person or entity to engage in market-making activities for the shares.
Direct Sales and Sales Through Agents
We may sell the securities directly, and
not through underwriters or agents. Securities may also be sold through agents designated from time to time. In the prospectus
supplement, we will name any agent involved in the offer or sale of the offered securities, and we will describe any commissions
payable to the agent. Unless we inform you otherwise in the prospectus supplement, any agent will agree to use its reasonable best
efforts to solicit purchases for the period of its appointment.
We may sell the securities directly to institutional
investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any sale of those securities. We will describe the terms of any such sales in the prospectus supplement.
Delayed Delivery Contracts
If we so indicate in the prospectus supplement,
we may authorize agents, underwriters or dealers to solicit offers from certain types of institutions to purchase securities from
us at the public offering price under delayed delivery contracts. These contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those conditions described in the prospectus supplement. The prospectus
supplement will describe the commission payable for solicitation of those contracts.
Institutional Purchasers
We may authorize agents, dealers or underwriters
to solicit certain institutional investors to purchase offered securities on a delayed delivery basis pursuant to delayed delivery
contracts providing for payment and delivery on a specified future date. The applicable prospectus supplement or other offering
materials, as the case may be, will provide the details of any such arrangement, including the offering price and commissions payable
on the solicitations.
We will enter into such delayed contracts
only with institutional purchasers that we approve. These institutions may include commercial and savings banks, insurance companies,
pension funds, investment companies and educational and charitable institutions.
Market-Making, Stabilization and Other
Transactions
There is currently no market for any of
the offered securities, other than our common stock which is listed on the NYSE American. If the offered securities are traded
after their initial issuance, they may trade at a discount from their initial offering price, depending upon prevailing interest
rates, the market for similar securities and other factors. While it is possible that an underwriter could inform us that it intends
to make a market in the offered securities, such underwriter would not be obligated to do so, and any such market-making could
be discontinued at any time without notice. Therefore, no assurance can be given as to whether an active trading market will develop
for the offered securities. We have no current plans for listing of the debt securities on any securities exchange or quotation
system; any such listing with respect to any particular debt securities will be described in the applicable prospectus supplement
or other offering materials, as the case may be.
In connection with any offering of common
stock, the underwriters may purchase and sell shares of common stock in the open market. These transactions may include short sales,
syndicate covering transactions and stabilizing transactions. Short sales involve syndicate sales of common stock in excess of
the number of shares to be purchased by the underwriters in the offering, which creates a syndicate short position. “Covered”
short sales are sales of shares made in an amount up to the number of shares represented by the underwriters’ over-allotment
option. In determining the source of shares to close out the covered syndicate short position, the underwriters will consider,
among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase
shares through the over-allotment option. Transactions to close out the covered syndicate short involve either purchases of the
common stock in the open market after the distribution has been completed or the exercise of the over-allotment option. The underwriters
may also make “naked” short sales of shares in excess of the over-allotment option. The underwriters must close out
any naked short position by purchasing shares of common stock in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the price of the shares in the open market after pricing
that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of bids for or purchases of
shares in the open market while the offering is in progress for the purpose of pegging, fixing or maintaining the price of the
securities.
In connection with any offering, the underwriters
may also engage in penalty bids. Penalty bids permit the underwriters to reclaim a selling concession from a syndicate member when
the securities originally sold by the syndicate member are purchased in a syndicate covering transaction to cover syndicate short
positions. Stabilizing transactions, syndicate covering transactions and penalty bids may cause the price of the securities to
be higher than it would be in the absence of these transactions. The underwriters may, if they commence these transactions, discontinue
them at any time.
General Information
We may have agreements with the agents,
dealers and underwriters to indemnify them against certain civil liabilities, including liabilities under the Securities Act, or
to contribute with respect to payments that the agents, dealers or underwriters may be required to make. Agents, dealers and underwriters
may be customers of, engage in transactions with or perform services for, us in the ordinary course of their businesses.
DESCRIPTION OF DEBT
SECURITIES
We may issue debt securities in one or more
distinct series. This section summarizes the terms of the debt securities that are common to all series. Most of the financial
terms and other specific terms of any series of debt securities that we offer will be described in a prospectus supplement to be
attached to the front of this prospectus. Since the terms of specific debt securities may differ from the general information we
have provided below, if any information contained in a prospectus supplement contradicts the information below, you should rely
on information in the prospectus supplement.
As required by federal law for all bonds
and notes of companies that are publicly offered, the debt securities are governed by a document called an “indenture”.
An indenture is a contract between us and a financial institution acting as trustee of holders of the debt securities on behalf
of the holders of the debt securities. The trustee has two main roles. First, the trustee can enforce the rights of holders of
the debt securities against us if we default. There are some limitations on the extent to which the trustee acts on behalf of holders
of the debt securities, described later under “—Events of Default.” Second, the trustee performs certain administrative
duties for us.
The debt securities will be either senior
debt securities or subordinated debt securities. We will issue the senior debt securities under a senior indenture between us and
a trustee. We will issue the subordinated debt securities under a subordinated indenture between us and the same or another trustee.
The senior indenture and the subordinated indenture are collectively referred to in this prospectus as the indenture, and each
of the trustee under the senior indenture and the trustee under the subordinated indenture are referred to in this prospectus as
the trustee. Unless otherwise specified in a prospectus supplement the debt securities will be direct unsecured obligations of
The LGL Group.
Because this section is a summary, it does
not describe every aspect of the debt securities or the indenture. We urge you to read the indenture because it, and not this description,
defines your rights as a holder of debt securities. For example, in this section, we use capitalized words to signify terms that
are specifically defined in the indenture. Some of the definitions are repeated in this prospectus, but for the rest you will need
to read the indenture. We have filed the form of the indenture as an exhibit to the registration statement that we have filed with
the SEC. See “Where You Can Find More Information,” below, for information on how to obtain a copy of the indenture.
In addition, most of the financial terms and other specific terms of any series of debt securities that we offer will be described
in the applicable prospectus supplement.
General
Each series of debt securities, unless otherwise
specified in the prospectus supplement, will be unsecured obligations of The LGL Group. Any senior unsecured debt securities that
we issue will rank equally with all other unsecured and unsubordinated indebtedness of us. Any subordinated debt securities that
we issue will be expressly subordinated in right of payment to the prior payment in full of our senior indebtedness. In addition,
unless otherwise specified in the applicable prospectus supplement, the debt securities will be structurally subordinated to all
existing and future liabilities, including trade payables, of our subsidiaries, and the claims of creditors of those subsidiaries,
including trade creditors, will have priority as to the assets and cash flows of those subsidiaries.
Any debt securities proposed to be sold
under this prospectus and the attached prospectus supplement (“offered debt securities”) and any debt securities issuable
upon conversion or exchange of other offered securities (“underlying debt securities”), may be issued under the indenture
in one or more series.
You should read the prospectus supplement
for the terms of the offered debt securities, including the following:
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the title of the debt securities and whether the debt securities will be senior debt securities or subordinated debt securities
of The LGL Group;
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the total principal amount of the debt securities and any limit on the total principal amount of debt securities of the series;
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the price or prices at which The LGL Group will offer the debt securities;
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if not the entire principal amount of the debt securities, the portion of the principal amount payable upon acceleration of
the maturity of the debt securities or how this portion will be determined;
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the date or dates, or how the date or dates will be determined or extended, when the principal of the debt securities will
be payable;
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the interest rate or rates, which may be fixed or variable, that the debt securities will bear, if any, or how the rate or
rates will be determined, the date or dates from which any interest will accrue or how the date or dates will be determined, the
interest payment dates, any record dates for these payments and the basis upon which interest will be calculated, if other than
that of a 360-day year of twelve 30-day months;
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any optional redemption provisions;
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any sinking fund or other provisions that would obligate us to repurchase or otherwise redeem the debt securities;
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if other than U.S. dollars, the currency or currencies of the debt securities;
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whether the amount of payments of principal, premium or interest, if any, on the debt securities will be determined with reference
to an index, formula or other method, which could be based on one or more currencies, commodities, equity indices or other indices,
and how these amounts will be determined;
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the place or places, if any, other than or in addition to The City of New York, of payment, transfer, conversion and/or exchange
of the debt securities;
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if the denominations in which the offered debt securities will be issued are other than denominations of $1,000 or any integral
multiple of $1,000;
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the applicability of defeasance provisions of the indenture and any provisions in modification of, in addition to, or in lieu
of, any of these provisions;
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any provisions granting special rights to the holders of the debt securities upon the occurrence of specified events;
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any changes or additions to the events of default or covenants contained in the indenture;
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whether the debt securities will be convertible into or exchangeable for any other securities and the applicable terms and
conditions;
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subordination provisions, if any, that will apply, to the extent different from those set forth below;
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the form of note or other instrument representing the debt if not issued in book entry form; and
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any other terms of the debt securities.
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Covenants
The supplemental indenture with respect
to any particular series of debt securities may contain covenants including, without limitation, covenants restricting or limiting:
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the incurrence of additional debt by us and our subsidiaries;
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the making of various payments, including dividends, by us and our subsidiaries;
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our business activities and those of our subsidiaries;
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the issuance of other securities by our subsidiaries;
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sale-leaseback transactions;
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transactions with affiliates;
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the incurrence of liens; and
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mergers and consolidations involving us and our subsidiaries.
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For purposes of this prospectus, any reference
to the payment of principal of or premium or interest, if any, on debt securities will include additional amounts if required by
the terms of the debt securities, subject to the maximum offering amount under this prospectus.
The indenture does not limit the amount
of debt securities that may be issued thereunder from time to time. The indenture also provides that there may be more than one
trustee thereunder, with respect to one or more different series of indenture securities. See “—Resignation of Trustee,”
below. At a time when two or more trustees are acting under the indenture, each with respect to only certain series, the term “indenture
securities” means the one or more series of debt securities with respect to which each respective trustee is acting. In the
event that there is more than one trustee under the indenture, the powers and trust obligations of each trustee described in this
prospectus will extend only to the one or more series of indenture securities for which it is trustee. If two or more trustees
are acting under the indenture, then the indenture securities for which each trustee is acting would be treated as if issued under
separate indentures.
We have the ability to issue indenture securities
with terms different from those of indenture securities previously issued and, without the consent of the holders thereof, to reopen
a previous issue of a series of indenture securities and issue additional indenture securities of that series unless the reopening
was restricted when that series was created.
Methods of Calculating and Paying Interest
on our Debt Securities
Each series of our debt securities will
bear interest at a fixed or variable rate per annum shown on the front cover of the prospectus supplement under which that series
is issued.
Provisions Relating Only to the Senior
Debt Securities
The senior debt securities will rank equally
in right of payment with all of our other senior and unsubordinated debt and senior in right of payment to any of our subordinated
debt, including the subordinated debt securities. The senior debt securities will be effectively subordinated to all of our secured
debt and to all debt, including trade debt, of our subsidiaries. We will disclose the amount of our secured debt in the prospectus
supplement.
Provisions Relating Only to the Subordinated
Debt Securities
The subordinated debt securities will rank
junior in right of payment to all of our senior indebtedness. Senior indebtedness will be defined to include all notes or other
evidences of debt not expressed to be subordinate or junior in right of payment to any of our other debt. The debt will be structurally
subordinated to all debt, including trade debt, of our subsidiaries.
If the offered securities are subordinated
debt securities, the supplemental indenture may provide that no cash payment of principal, interest and any premium on the subordinated
debt securities may be made:
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if we fail to pay when due any amounts on any senior indebtedness;
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if our property is, or we are, involved in any voluntary or involuntary liquidation or bankruptcy; and
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in other instances specified in the supplemental indenture.
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Conversion or Exchange Rights
If any series of our debt securities are
convertible or exchangeable, the applicable prospectus supplement will specify:
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the type of securities into which it may be converted or exchanged;
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the conversion price or exchange ratio, or its method of calculation; and
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how the conversion price or exchange ratio may be adjusted if our debt securities are redeemed.
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Events of Default
Unless otherwise specified in the applicable
prospectus supplement, the following will be events of default with respect to any series of debt securities:
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default for 30 days in the payment when due of interest on the debt securities;
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default in payment when due of the principal of or any premium on the debt securities;
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default in the performance or breach of various covenants after applicable notice and/or grace period; and
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various events of bankruptcy or insolvency with respect to us.
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The applicable prospectus supplement will
describe any additional events of default.
If an event of default occurs with respect
to debt securities of a series then outstanding and is continuing, then the trustee or the holders of not less than 25% in principal
amount of the debt securities of that series then outstanding, by a notice in writing to The LGL Group (and to the trustee if given
by the holders), may, and the trustee at the request of such holders shall, declare the principal amount (or, if the debt securities
of that series are original issue discount securities, such portion of the principal amount as may be specified in the terms of
that series) of, premium, if any, and accrued interest on all of the debt securities of that series to be due and payable immediately,
and the same (or specified portion thereof) shall become immediately due and payable. A declaration of default under the indenture
or under other payment obligations could give rise to cross-defaults and acceleration with respect to the debt securities or such
other payment obligations.
At any time after a declaration of acceleration
with respect to debt securities of any series (or of all series, as the case may be) has been made and before a judgment or decree
for payment of the money due has been obtained by the trustee as provided in the indenture, the holders of a majority in principal
amount of the debt securities of that series (or of all series, as the case may be) then outstanding, by written notice to The
LGL Group and the trustee, may rescind such declaration and its consequences under the circumstances specified in the applicable
debenture.
The indenture will provide that no such
rescission shall affect any subsequent default or impair any right consequent thereon.
With respect to the debt securities of any
series, the holders of not less than a majority in principal amount of the debt securities of such series then outstanding shall
have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising
any trust or power conferred on the trustee, provided that:
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such direction shall not be in conflict with any rule of law or with the indenture;
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the trustee may take any other action deemed proper by the trustee which is not inconsistent with such direction; and
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the trustee need not take any action which might involve it in personal liability or be unjustly prejudicial to the holders
of debt securities of such series not consenting.
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No holder of any debt security of any series
or any related coupons shall have any right to institute any proceeding, judicial or otherwise, with respect to the indenture,
or for the appointment of a receiver or trustee, or for any other remedy hereunder, unless:
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the holder has previously given written notice to the trustee of a continuing event of default with respect to the debt securities
of that series;
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the holders of not less than 25% in principal amount of the debt securities of that series then outstanding shall have made
written request to the trustee to institute proceedings in respect of the event of default in its own name as trustee under the
indenture;
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such holder or holders have offered to the trustee indemnity reasonably satisfactory to the trustee against the costs, expenses
and liabilities to be incurred in compliance with such request;
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the trustee for 60 days after its receipt of such notice, request and offer of indemnity, has failed to institute any such
proceeding; and
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no direction inconsistent with such written request has been given to the trustee during such 60-day period by the holders
of a majority or more in principal amount of the debt securities of that series then outstanding.
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However, no holder of a debt security has
the right under the indenture to affect, disturb or prejudice the rights of any other holders of debt securities of the same series,
or to obtain or to seek to obtain priority or preference over any other of such holders or to enforce any right under the indenture,
except in the manner provided in the indenture and for the equal and ratable benefit of all holders of debt securities of the same
series.
Every year we will be required to deliver
to the trustee a certificate as to our performance of our obligations under the indenture and as to any defaults.
Mergers, Consolidations and Certain Sale
of Assets
Unless otherwise specified in the applicable
prospectus supplement, the indenture will provide that we may not:
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consolidate with or merge into any other person or entity or permit any other person or entity to consolidate with or merge
into us in a transaction in which we are not the surviving entity, or
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transfer, lease or dispose of all or substantially all of our assets to any other person or entity unless:
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the resulting, surviving or transferee entity shall be a corporation organized and existing under the laws of the United States
or any state thereof and such resulting, surviving or transferee entity shall expressly assume, by supplemental indenture, executed
and delivered in form satisfactory to the trustee, all of our obligations under the debt securities and the indenture;
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immediately after giving effect to such transaction (and treating any indebtedness which becomes an obligation of the resulting,
surviving or transferee entity as a result of such transaction as having been incurred by such entity at the time of such transaction),
no default or event of default would occur or be continuing; and
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we shall have delivered to the trustee an officers’ certificate and an opinion of counsel, each stating that such consolidation,
merger or transfer and such supplemental indenture (if any) comply with the indenture.
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Modification and Waiver
Unless otherwise specified in the applicable
prospectus supplement, the indenture will provide that The LGL Group and the trustee may amend or supplement the indenture or the
debt securities without notice to or the consent of any holder for clarification, corrections, and legal compliance purposes, including
as follows:
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to cure any ambiguity, defect or inconsistency;
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to provide for uncertificated debt securities in addition to or in place of certificated debt securities;
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to make any change that does not adversely affect the interests thereunder of any holder;
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to qualify the indenture under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act, or to comply with the
requirements of the SEC in order to maintain the qualification of the indenture under the Trust Indenture Act;
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to evidence the succession of another person to The LGL Group and that person’s assumption of The LGL Group’s covenants;
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to add to The LGL Group’s covenants;
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to add any additional events of default;
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to secure the debt securities;
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to establish the form or terms of debt securities;
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to evidence the appointment of a successor trustee under the indenture;
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to close the indenture with respect to authentication and delivery of additional series of debt securities; or
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to supplement the indenture in order to permit the defeasance and discharge of any series of debt securities.
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The indenture will provide that The LGL
Group and the trustee may make modifications and amendments to the indenture, and waive past defaults, with the consent of the
holders of not less than a majority in aggregate principal amount at maturity of the outstanding debt securities in a series; provided,
however, that no such modification or amendment may, without the consent of each holder affected thereby,
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change the stated maturity of the principal of, or any installment of interest on, any debt security;
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reduce the principal amount of, or premium, if any, or interest on, any debt security;
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reduce the amount of a debt security’s principal that would be due and payable upon a declaration of acceleration, following
a default;
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change the place of payment of, the currency of payment of principal of, or premium, if any, or interest on, any debt security;
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impair the right to institute suit for the enforcement of any payment on or after the stated maturity (or, in the case of a
redemption, on or after the redemption date) of any debt security;
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adversely affect any right to convert or exchange any debt security that is convertible or exchangeable; or
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reduce the stated percentage of outstanding debt securities the consent of whose holders is necessary to modify, or amend the
indenture or waive a past default.
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Governing Law
Any issued debt securities and the indenture
will be governed by the laws of the state of New York.
Concerning the Trustee
The indenture will provide that, except
during the continuance of an event of default or default, the trustee will not be liable, except for the performance of such duties
as are specifically set forth in such indenture. If an event of default has occurred and is continuing, the trustee will use the
same degree of care and skill in its exercise as a prudent person would exercise under the circumstances in the conduct of such
person’s own affairs.
The indenture and provisions of the Trust
Indenture Act incorporated by reference in the indenture contain limitations on the rights of the trustee, should it become our
creditor, to obtain payment of claims in certain cases or to realize on certain property received by it in respect of any such
claims, as security or otherwise. The trustee is permitted to engage in other transactions; provided, however, that if it acquires
any conflicting interest, it must eliminate such conflict or resign.
Defeasance
The following provisions will be applicable
to each series of debt securities unless we state in the applicable prospectus supplement that the provisions of covenant defeasance
and full defeasance will not be applicable to that series.
The indenture will provide that we will
be deemed to have paid and will be discharged from any and all obligations in respect of any issued series of debt securities and
the provisions of the indenture or will be released from our obligations to comply with covenants relating to those debt securities
as described above or in the applicable prospectus supplement, (which may include obligations concerning subordination of our subordinated
debt securities) if, among other things:
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we have irrevocably deposited with the trustee, in trust, money and/or U.S. Government Obligations (as defined in the indenture)
that through the payment of interest and principal in respect of those monies and/or U.S. Government Obligations in accordance
with their terms, will provide money in an amount sufficient to pay the principal of, premium, if any, and interest, if any, on
the series of debt securities on the stated maturity of such payments and any applicable sinking fund or analogous payments in
accordance with the terms of the indenture and the debt securities;
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such defeasance shall not result in a breach, or constitute a default, under the indenture or any other material agreement
of The LGL Group;
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we have delivered to the trustee either (i) an opinion of counsel to the effect that holders will not recognize additional
income, gain or loss for U.S. federal income tax purposes as a result of The LGL Group’s exercise of the defeasance or covenant
defeasance, or (ii) a ruling directed to the trustee received from the Internal Revenue Service to the same effect as the aforementioned
opinion of counsel; and
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The LGL Group has delivered to the trustee an officer’s certificate and an opinion of counsel, each stating that all
the conditions precedent to full defeasance have been complied with.
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In the event we exercise our option to omit
compliance with certain covenants and provisions of the indenture with respect to a series of debt securities and the debt securities
are declared due and payable because of the occurrence of an event of default that remains applicable, the amount of money and/or
U.S. Government Obligations on deposit with the trustee will be sufficient to pay amounts due on the debt securities at the time
of their stated maturity but may not be sufficient to pay amounts due on the debt securities at the time of the acceleration resulting
from such event of default, however, we will remain liable for such payments.
We cannot defease our obligations to register
the transfer or exchange of our debt securities; to replace our debt securities that have been stolen, lost or mutilated; to maintain
paying agencies; or to hold funds for payment in trust. We may not defease our obligations if there is a continuing event of default
on securities issued under the applicable indenture, or if depositing amounts into trust would cause the trustee to have conflicting
interests with respect to other of our securities.
Resignation of Trustee
Each trustee may resign or be removed with
respect to one or more series of indenture securities provided that a successor trustee is appointed to act with respect to these
series. In the event that two or more persons are acting as trustee with respect to different series of indenture securities under
one of the indentures, each of the trustees will be a trustee of a trust separate and apart from the trust administered by any
other trustee.
Global Securities
We may issue debt securities as registered
securities in book-entry form only. A global security represents one or any other number of individual debt securities. All debt
securities represented by the same global security have the same terms.
Each debt security issued in book-entry
form will be represented by a global security that we deposit with and register in the name of a financial institution or its nominee
that we select. The financial institution that we select for this purpose is called the depositary. Unless we specify otherwise
in the applicable prospectus supplement, The Depository Trust Company, New York, New York, known as DTC, will be the depositary
for all debt securities issued in book-entry form.
A global security may not be transferred
to or registered in the name of anyone other than the depositary or its nominee, unless special termination situations arise. As
a result of these arrangements, the depositary, or its nominee, will be the sole registered owner and holder of all debt securities
represented by a global security, and investors will be permitted to own only beneficial interests in a global security. Beneficial
interests must be held by means of an account with a broker, bank or other financial institution that in turn has an account with
the depositary or with another institution that has an account with the depositary. Thus, an investor whose security is represented
by a global security will not be a holder of the debt security, but only an indirect holder of a beneficial interest in the global
security.
As an indirect holder, an investor’s
rights relating to a global security will be governed by the account rules of the investor’s financial institution and of
the depositary, as well as general laws relating to securities transfers. The depositary that holds the global security will be
considered the holder of the debt securities represented by the global security.
If debt securities are issued only in the
form of a global security, an investor should be aware of the following:
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an investor cannot cause the debt securities to be registered in his or her name, and cannot obtain certificates for his or
her interest in the debt securities, except in the special situations we describe below;
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an investor will be an indirect holder and must look to his or her own bank or broker for payments on the debt securities and
protection of his or her legal rights relating to the debt securities;
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an investor may not be able to pledge his or her interest in a global security in circumstances where certificates representing
the debt securities must be delivered to the lender or other beneficiary of the pledge in order for the pledge to be effective;
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the depositary’s policies, which may change from time to time, will govern payments, transfers, exchanges and other matters
relating to an investor’s interest in a global security. We and the trustee have no responsibility for any aspect of the
depositary’s actions or for its records of ownership interests in a global security. We and the trustee also do not supervise
the depositary in any way;
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DTC requires that those who purchase and sell interests in a global security deposited in its book-entry system use immediately
available funds. Your broker or bank may also require you to use immediately available funds when purchasing or selling interests
in a global security; and
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financial institutions that participate in the depositary’s book-entry system, and through which an investor holds its
interest in a global security, may also have their own policies affecting payments, notices and other matters relating to the debt
security. There may be more than one financial intermediary in the chain of ownership for an investor. We do not monitor and are
not responsible for the actions of any of those intermediaries.
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Generally, a global security will be terminated
and interests in it will be exchanged for certificates in non-global form, referred to as certificated securities only in the following
instances:
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if the depositary notifies us and the trustee that it is unwilling or unable to continue as depositary for that global security;
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if the depositary ceases to be a clearing agency and we do not appoint another institution to act as depositary within 90 days;
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if we determine that we wish to terminate that global security; or
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if an event of default has occurred with regard to the debt securities represented by that global security and has not been
cured or waived, and the owner of beneficial interests in the global security requests that certificated securities be delivered;
we discuss defaults above under “Events of Default.”
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The prospectus supplement may list situations
for terminating a global security that would apply only to the particular series of debt securities covered by the prospectus supplement.
If a global security is terminated, only the depositary, and not we or the applicable trustee, is responsible for deciding the
names of the institutions in whose names the debt securities represented by the global security will be registered and, therefore,
who will be the holders of those debt securities.
Payment and Paying Agent
Unless specified otherwise in a prospectus
supplement, in the event certificated registered debt securities are issued, the holders of certificated registered debt securities
will be able to receive payments of principal and of interest on their debt securities at the office of the paying agent. All payments
of interest may be received at the offices of such paying agent upon presentation of certificated debt securities and all payments
of principal may be received at such offices upon surrender of the debt securities. We also have the option of mailing checks or
making wire transfers to the registered holders of the debt securities. Unless specified otherwise in a prospectus supplement,
we will maintain a paying agent for the debt securities in The City of New York at all times that payments are to be made in respect
of the debt securities and, if and so long as the debt securities remain outstanding.
DESCRIPTION OF CAPITAL
STOCK
General
This prospectus describes the general terms
of our common stock and other securities we may issue. For a more detailed description of these securities, you should read the
applicable provisions of Delaware law and our Certificate of Incorporation and by-laws, as amended (the “By-laws”).
When we offer to sell a particular series of these securities, we will describe the specific terms of the series in a supplement
to this prospectus. Accordingly, for a description of the terms of any series of securities, you must refer to both the prospectus
supplement relating to that series and the description of the securities contained in this prospectus. To the extent the information
contained in the prospectus supplement differs from this summary description, you should rely on the information in the prospectus
supplement.
Under our Certificate of Incorporation,
the total number of shares of all classes of stock that we have authority to issue is 10,000,000, consisting entirely of shares
of our common stock. As of December 27, 2019, there were 4,913,678 shares of common stock outstanding.
The description of our capital stock is
qualified by reference to our Certificate of Incorporation and our By-laws, which are incorporated by reference as exhibits into
the Registration Statement of which this prospectus is part.
Common Stock
Subject to the prior rights of holders of
all classes of stock at the time outstanding having prior rights as to dividends, the holders of common stock are entitled to receive
such dividends, if any, as may from time to time be declared by our Board of Directors out of funds legally available therefor.
Under our Certificate of Incorporation, holders of common stock are entitled to one vote per share, and are entitled to vote upon
such matters and in such manner as may be provided by law. Holders of common stock have no preemptive, conversion, redemption or
sinking fund rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights
as to liquidation, holders of common stock, upon the liquidation, dissolution or winding up of the Company, are entitled to share
equally and ratably in the assets of the Company. The outstanding shares of common stock are, and the shares of common stock to
be offered hereby when issued will be, fully paid and non-assessable. The rights, preferences and privileges of holders of common
stock are subject to any series of preferred stock that the Company may authorize and issue in the future.
Anti-Takeover Effects of Certain Provisions of Delaware
Law and our Charter Documents
We are subject to the provisions of Section
203 of the Delaware General Corporation Law. Under Section 203, we would generally be prohibited from engaging in any business
combination with any interested stockholder for a period of three years following the time that this stockholder became an interested
stockholder unless:
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prior to such time, our board of directors approved either the business combination or the transaction that resulted in the
stockholder becoming an interested stockholder;
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upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of our voting stock outstanding at the time the transaction commenced, subject to exceptions; or
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at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or
special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding
voting stock that is not owned by the interested stockholder.
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Under Section 203, a “business combination”
includes:
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any merger or consolidation involving the corporation and the interested stockholder;
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation
involving the interested stockholders;
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any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested
stockholder, subject to limited exceptions;
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any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class
or series of the corporation beneficially owned by the interested stockholder; or
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any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation.
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In general, Section 203 defines an interested
stockholder as an entity or person beneficially owning 15% or more of outstanding voting stock and any entity or person affiliated
with or controlling or controlled by such entity or person.
Our Certificate of Incorporation and By-laws
include a number of provisions that may discourage, delay or prevent a merger, acquisition or other change in control of the Company,
even if such a change in control would be beneficial to our stockholders. These provisions include prohibiting our stockholders
from fixing the number of directors, and establishing advance notice requirements for stockholder proposals that can be acted on
at stockholder meetings and nominations to the Board of Directors.
Transfer Agent and Registrar
The transfer agent and registrar for our
common stock is Computershare.
DESCRIPTION OF STOCK
PURCHASE CONTRACTS
We may issue stock purchase contracts, including
contracts obligating holders to purchase from or sell to The LGL Group, Inc. and obligating The LGL Group, Inc. to sell to or purchase
from the holders of these contracts, a specified number of shares of common stock at a future date or dates or at the option of
The LGL Group, Inc. The consideration per share of common stock may be fixed at the time the stock purchase contracts are issued
or may be determined by reference to a specific formula set forth in the stock purchase contracts. The stock purchase contracts
may be issued separately or as a part of units consisting of a stock purchase contract and debt securities or debt obligations
of third parties, including U.S. Treasury securities, securing the holders’ obligations to purchase or to sell the common
stock under the stock purchase contracts. The stock purchase contracts may require The LGL Group, Inc. to make periodic payments
to the holders of the units or vice versa, and such payments may be unsecured or prefunded on some basis. The stock purchase contracts
may require holders to secure their obligations thereunder in a specified manner.
The applicable prospectus supplement will
describe the terms of any stock purchase contracts. The description in the prospectus supplement will not necessarily be complete,
and reference will be made to the stock purchase contracts, and, if applicable, collateral arrangements and depositary arrangements,
relating to such stock purchase contracts.
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of
common stock or units. We may issue warrants independently or together with any other securities offered by any prospectus supplement
and the warrants may be attached to or separate from the other offered securities. Each series of warrants will be issued under
a separate warrant agreement to be entered into by us with a warrant agent. The warrant agent will act solely as our agent in connection
with the series of warrants and will not assume any obligation or relationship of agency or trust for or with any holders or beneficial
owners of the warrants.
Further terms of the warrants and the applicable
warrant agreements will be set forth in the applicable prospectus supplement.
The applicable prospectus supplement will
describe the terms of the warrants in respect of which this prospectus is being delivered, including, where applicable, the following:
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the title of the warrants;
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the aggregate number of the warrants;
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the price or prices at which the warrants will be issued;
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the terms and number of shares of common stock or units purchasable upon exercise of the warrants;
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the designation and terms of the offered securities, if any, with which the warrants are issued and the number of the warrants
issued with each offered security;
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the date, if any, on and after which the warrants and the related common stock or units will be separately transferable;
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the price at which each share of common stock or units purchasable upon exercise of the warrants may be purchased;
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the date on which the right to exercise the warrants will commence and the date on which that right will expire;
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the minimum or maximum amount of the warrants that may be exercised at any one time;
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information with respect to book-entry procedures, if any;
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a discussion of certain Federal income tax consideration; and
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any other terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
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DESCRIPTION OF UNITS
We may issue units comprised of one or more
of the other securities described in this prospectus in any combination, from time to time. Each unit will be issued so that the
holder of the unit is also the holder of each security included in the unit. Thus, the holder of a unit will have the rights and
obligations of a holder of each included security. The unit agreement under which a unit is issued may provide that the securities
included in the unit may not be held or transferred separately, at any time or at any time before a specified date.
The applicable prospectus supplement will
describe:
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the designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
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any unit agreement under which the units will be issued;
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any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities comprising the
units; and
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whether the units will be issued in fully registered or global form.
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The applicable prospectus supplement will
describe the terms of any units that we may offer. The preceding description and any description of units in the applicable prospectus
supplement does not purport to be complete and is subject to and is qualified in its entirety by reference to the applicable unit
agreement and, if applicable, collateral arrangements and depositary arrangements relating to such units. For more information
on how you can obtain copies of any applicable unit agreement and related documents, when available, see the section of this prospectus
entitled “Where You Can Find More Information.” We urge you to read the applicable unit agreement and any applicable
prospectus supplement in their entirety if we offer units.
DESCRIPTION OF RIGHTS
This section describes the general terms
of the rights that we may offer and sell by this prospectus. This prospectus and any accompanying prospectus supplement will contain
the material terms and conditions for each right. The accompanying prospectus supplement may add, update or change the terms and
conditions of the rights as described in this prospectus.
The particular terms of each issue of rights,
the rights agreement relating to the rights and the rights certificates representing rights will be described in the applicable
prospectus supplement, including, as applicable:
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the title of the rights;
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the date of determining the stockholders entitled to the rights distribution;
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the title, aggregate number of shares of common stock purchasable upon exercise of the rights;
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the aggregate number of rights issued;
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the date, if any, on and after which the rights will be separately transferable;
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the date on which the right to exercise the rights will commence and the date on which the right will expire; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution, exchange and exercise
of the rights.
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LEGAL MATTERS
The validity of the securities being offered
by this prospectus have been passed upon for us by Olshan Frome Wolosky LLP, New York, New York. Additional legal matters may be
passed upon for us or any underwriters, dealers or agents, by counsel that we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of
The LGL Group, Inc. as of December 31, 2018 and 2017 and for each of the years in the two-year period ended December 31, 2018,
incorporated in this Prospectus by reference from The LGL Group, Inc.’s Annual Report on Form 10-K for the year ended December
31, 2018, have been audited by RSM US LLP, an independent registered public accounting firm, as stated in their report thereon,
which report expresses an unqualified opinion, incorporated herein by reference, and have been incorporated in this Prospectus
and Registration Statement in reliance upon such report and upon the authority of such firm as experts in accounting and auditing.
INCORPORATION BY
REFERENCE
We have filed with the Commission a registration
statement on Form S-3 (including exhibits) under the Securities Act, with respect to the securities to be sold in this offering.
This prospectus does not contain all the information set forth in the registration statement. For further information with respect
to our Company and the securities offered in this prospectus, reference is made to the registration statement, including the exhibits
filed thereto. With respect to each such document filed with the SEC as an exhibit to the registration statement, reference is
made to the exhibit for a more complete description of the matter involved.
The SEC allows us to incorporate by reference
information contained in documents we file with it, which means that we can disclose important information to you by referring
you to those documents already on file with the SEC that contain that information. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede
this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished)
with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
between the date of this prospectus and the termination of the offering of the securities covered by this prospectus, provided,
however, that we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any Current Report on Form
8-K (and exhibits filed on such form that are related to such items):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2018, filed with the SEC on March 21, 2019; and
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our Definitive Proxy Statement on Schedule 14A, filed with the SEC on September 30, 2019; and
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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019, filed with the SEC on May 9, 2019, our Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2019, filed with the SEC on August 12, 2019 and our Quarterly Report
on Form 10-Q for the fiscal quarter ended September 30, 2019, filed with the SEC on November 14, 2019; and
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our Current Reports on Form 8-K, filed with the SEC on January 24, 2019, March 15, 2019, April 15, 2019, July 24, 2019, August
14, 2019, November 7, 2019, November 12, 2019 and December 17, 2019; and
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the description of our common stock contained in our Current Report on Form 8-K filed with the SEC on October 30, 2013, including
any amendments thereto or reports filed for the purpose of updating such descriptions.
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WHERE YOU CAN FIND
MORE INFORMATION
We file annual, quarterly and current reports,
proxy statements and other information with the SEC. Our SEC filings are available to the public at the SEC’s web site at
http://www.sec.gov.
Upon written or oral request, we will provide
at no cost to the requester a copy of all of the information that has been incorporated by reference in this prospectus but not
delivered with this prospectus. You may obtain copies of these documents from us, without charge (other than exhibits, unless the
exhibits are specifically incorporated by reference), by requesting them in writing or by telephone at the following address:
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
(407) 298-2000
Attention: Corporate Secretary
Up to $15,000,000
Common Stock
PROSPECTUS SUPPLEMENT
Jefferies
January 22, 2020
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