UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 9.01.Financial Statements and Exhibits.
(b) Pro Forma Financial Information
On August 3, 2022, The Board of Directors of The LGL Group, Inc. (the “Company”) approved the spin-off of the Mtron business into an independent, publicly traded company (the “Spin-Off”) by means of a distribution of 100% of the outstanding common stock of M-tron Industries, Inc. (“Mtron”), on a pro rata basis to the Company’s existing shareholders on the record date of September 30, 2022. The Spin-Off was completed on October 7, 2022. Following the Spin-Off, the Company retains no ownership interest in Mtron.
The unaudited pro forma consolidated statements of income (loss) of the Company for the six months ended June 30, 2022, and for the year ended December 31, 2021, and the unaudited pro forma consolidated balance sheet of the Company as of December 31, 2021, which give effect to the Spin-Off, are filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d)Exhibits
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Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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October 14, 2022 |
THE LGL GROUP, INC. |
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By: |
/s/ James W. Tivy |
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Name: |
James W. Tivy |
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Title: |
Chief Accounting Officer |