Lgl Group Inc S-1/A, filed May 22, 2026
Lgl Group Inc (LGL)
As filed with the U.S. Securities and Exchange Commission on May 22, 2026
Registration No. 333-295925
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
to
FORM S-1
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
THE LGL GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
3679 |
38-1799862 |
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(State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
2525 Shader Road
Orlando, Florida 32804
(407) 298-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jason D. Lamb
Chief Executive Officer
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
(407) 298-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Spencer G. Feldman, Esq.
Olshan Frome Wolosky LLP
1325 Avenue of the Americas, 15th Floor
New York, New York 10019
(212) 451-2300
Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement is declared effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
The LGL Group, Inc. is filing this Amendment No. 1 (this “Amendment”) to its Registration Statement on Form S-1 (File No. 333-295925) (the “Registration Statement”) as an exhibit-only filing to file Exhibit 5.1. Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16(a) of Part II of the Registration Statement, the signature page to the Registration Statement and Exhibit 5.1. The remainder of the Registration Statement is unchanged and has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
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Item 16. |
Exhibits and Financial Statement Schedules. |
(a) Exhibits
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Previously filed. |
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Indicates management or compensatory plan. |
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Pursuant to Item 601(a)(5) of Regulation S-K, certain schedules and exhibits have been omitted. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 1 to the Registration Statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 22, 2026.
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THE LGL GROUP, INC. |
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By: |
/s/ Jason D. Lamb |
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Jason D. Lamb |
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Chief Executive Officer |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment No. 1 to the Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE | CAPACITY | DATE | ||
| /s/ Jason D. Lamb | Chief Executive Officer | May 22, 2026 | ||
| JASON D. LAMB | (Principal Executive Officer) | |||
| /s/ Patrick Huvane * | Executive Vice President - Business Development | May 22, 2026 | ||
| PATRICK HUVANE | (Principal Financial Officer) | |||
| /s/ Linda M. Biles * | Vice President and Controller | May 22, 2026 | ||
| LINDA M. BILES | (Principal Accounting Officer) | |||
| /s/ Marc Gabelli * | Executive Chairman of the Board | May 22, 2026 | ||
| MARC GABELLI | ||||
| /s/ Kaan Aslansan * | Director | May 22, 2026 | ||
| KAAN ASLANSAN | ||||
| /s/ Darlene DeRemer * | Director | May 22, 2026 | ||
| DARLENE DEREMER | ||||
| /s/ Herve Francois * | Director | May 22, 2026 | ||
| HERVE FRANCOIS | ||||
| /s/ Manjit Kalha * | Director | May 22, 2026 | ||
| MANJIT KALHA | ||||
| /s/ Colin J. Kilrain * | Director | May 22, 2026 | ||
| COLIN J. KILRAIN |
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* By: |
/s/ Jason D. Lamb |
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Name: |
Jason D. Lamb |
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Title: |
Attorney-in Fact |
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Exhibit 5.1
May 22, 2026
The LGL Group, Inc.
2525 Shader Road
Orlando, Florida 32804
Re: Registration Statement on Form S-1 (File No. 333-295925)
Ladies and Gentlemen:
We have acted as counsel to The LGL Group, Inc., a Delaware corporation (the “Company”), in connection with the registration statement on Form S-1 (File No. 333-295925) (as may be amended from time to time, the “Registration Statement”), including a prospectus forming a part thereof (the “Prospectus”), initially filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), on May 14, 2026, relating to the Company’s proposed pro rata distribution to its stockholders of an aggregate of 6,540,435 transferable subscription rights (the “Rights”) to purchase up to 6,540,435 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (“Common Stock”). This opinion letter is being delivered at the request of the Company and in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion letter, we have examined (a) the Registration Statement, (b) the Prospectus, (c) the form of Subscription Agent Agreement by and between the Company, Computershare Trust Company, N.A. and Computershare Inc., (d) the form of subscription certificate evidencing the Rights, (e) the Certificate of Incorporation of the Company, as amended to date (the “Certificate of Incorporation”), (f) the By-Laws of the Company, as amended to date, and (g) certain resolutions of the Board of Directors of the Company relating to the issuance, sale and registration of the Rights and Shares. In addition, we have examined and relied upon such corporate records of the Company, and have made such examination of law, as we have deemed necessary or appropriate for purposes of the opinions expressed below. As to certain factual matters, unless otherwise indicated, we have relied, to the extent we have deemed proper, on certificates of certain officers of the Company.
We have assumed for purposes of rendering the opinions set forth herein, without any verification by us, the genuineness of all signatures, the legal capacity of all natural persons to execute and deliver documents, the authenticity and completeness of documents submitted to us as originals, the completeness and conformity with authentic original documents of all documents submitted to us as copies, that all documents, books and records made available to us by the Company are accurate and complete, and that at or prior to the time of the issuance and delivery of the Rights or Shares, as applicable, (i) the Registration Statement will have been declared effective by the Commission under the Act and such effectiveness shall not have been terminated or rescinded, and (ii) the Company will have received the requisite approval from the NYSE American to list the Rights and Shares. We have also assumed that the Rights and Shares will be issued and sold in the manner contemplated by the Registration Statement and the Prospectus and upon issuance of the Shares, the total amount of shares of Common Stock then issued and outstanding will not exceed the total number of shares of Common Stock that the Company is then authorized to issue under the Certificate of Incorporation.
Based upon, subject to and limited by the foregoing, we are of the opinion that:
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The Rights have been duly authorized by the Company and, when issued and delivered in the manner contemplated by the Registration Statement and Prospectus, will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). |
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The Shares have been duly authorized by the Company and, when issued and delivered against payment therefor upon valid exercise of the Rights in the manner contemplated by the Registration Statement and Prospectus, the Shares will be validly issued, fully paid and nonassessable. |
We are members of the Bar of the State of New York. We do not express any opinion as to the effect of any laws other than the laws of the State of New York and the General Corporation Law of the State of Delaware, and the federal laws of the United States of America, each as in effect on the date hereof.
This opinion speaks only at and as of the date hereof and is based solely on the facts and circumstances known to us at and as of such date. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in fact or law that may hereafter occur.
This opinion is being delivered solely for the benefit of the Company and such other persons as are entitled to rely upon it pursuant to applicable provisions of the Act. This opinion may not be used, quoted, relied upon or referred to for any other purpose nor may this opinion be used, quoted, relied upon or referred to by any other person, for any purpose, without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
Very truly yours,
/s/ Olshan Frome Wolosky LLP
OLSHAN FROME WOLOSKY LLP