8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 16, 2023

THE LGL GROUP, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware	001-00106	38-1799862
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2525 Shader Road, Orlando, FL		32804
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (407) 298-2000

(Former Name or Former Address, If Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.01	LGL	NYSE American
Warrants to Purchase Common Stock, par value $0.01	LGL WS	NYSE American

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 7.01.Regulation FD Disclosure.

On May 3, The LGL Group, Inc. (the "Company") scheduled a webinar (the "Webinar") to discuss its operations, using the attached PDF presentation.

The furnishing of the attached presentation is not an admission as to the materiality of any information therein. The information contained in the slides is summary information that is intended to be considered in the context of more complete information included in the Company’s filings with the U.S. Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise the information contained in this report, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures. For important information about forward looking statements, see the slide titled “Safe Harbor” in Exhibit 99.1 attached hereto.

The information in this Item 7.01 of this Current Report on Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. The information contained in this Item 7.01 and in the presentation attached as Exhibit 99.1 to this Current Report shall not be incorporated by reference into any filing with the SEC made by the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 9.01.Financial Statements and Exhibits.

(d)Exhibits

Exhibit No.	Description
99.1	PowerPoint presentation dated May 3, 2023.
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.

May 16, 2023	THE LGL GROUP, INC.
	By:	/s/ James W. Tivy
		Name:	James W. Tivy
		Title:	Chief Accounting Officer

EX-99.1

The LGL Group, Inc. (NYSE MKT: LGL) Investor Update Webinar May 3, 2023

Safe Harbor Statement Information included or incorporated by reference in this presentation may contain forward-looking statements. This information may involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different than the future results, performance or achievements expressed or implied by any 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 “project” or the negative of these words or other variations on these words or comparable terminology. Examples of forward-looking statements include, but are not limited to, statements regarding efforts to grow revenue, expectations regarding fulfillment of backlog, future benefits to operating margins and the adequacy of cash resources. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 17, 2023. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this presentation will in fact be accurate. 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.

Corporate Snapshot Agenda Review of the Company Preview of the Forward Template Presenters Marc Gabelli Chairman and CEO Tim Foufas Director and Incoming CEO Patrick Huvane EVP Finance James Tivy Chief Accounting Officer Laying the foundation for profitable growth

Corporate Snapshot LGL Group is a NYSE Publicly traded corporation Formed in 1917 IPO in 1946 Long History of Investments and Reorganizations as an investor in and developer of companies in various industries including financial services, industrial manufacturing, transportation, & communications. PTF subsidiary acquired 2016 As of December 31, 2022 $ 1.6 million TTM annual revenue adjusted post Spin $ 4.41 Stock price as of 4/28/2023 $ 3.88 – $ 6.00 52-week range 5.35mm / 1.05mm Shares Outstanding / Warrants* $ 38.1 million Cash and Marketable Securities $ 38.5 million / $7.20 Book Value / per share *5.25 million at 5:1 Nov 2025 ("LGL.WS") traded warrants with cash strike at $4.75

Corporate Snapshot Operating Flexibility Net cash position, no debt, profitable, new business initiatives Strong Operating Platform: PTF YoY Revenue 14.5% growth Major contract win from Leonardo-DRS for new Aircraft Carrier Closed India contract expanding into market as “Made in India” supplier Revamped new suite of products for Precision Time Protocol Financial Engineering Continues: Spin Off of M-tron Industries October 7, 2022 separation (NYSE – MPTI) creating standalone Aerospace and Defense frequency control engineering pure play Aligns interests for independent growth and value creation Overview - 2022 Year End Building Momentum with Strategic Initiatives Market Price Data as of end of day 4/28/23

Long Term Value Drivers Strong Network Effects To Grow Value Why LGL Group? Value Creation Heritage History of making disciplined, strategic acquisitions, capital expansions and partnerships Since 1985, acquired 32 businesses, sold 11, and spun off 3

Strategic Plan Broaden Business Franchise Expand PTF engineering excellence within time and frequency market Seek to leverage core strength as engineering leader to expand client access and add new capabilities and continue to deepen product offerings Employ organic R&D, strategic partnerships, JVs and M&A Leverage management’s expertise and network Work with existing portfolio company management to capture economies of scale, develop & align brand positioning and product growth opportunities and to implement integration plans, if necessary Build multi-industry investment portfolio vis-à-vis Direct Investing in businesses utilizing various structures and vehicles to build shareholder value

Strategic Plan Direct M&A, Lift-Outs and Tuck-Ins Undervalued companies in Graham & Dodd tradition Tuck-in opportunities for portfolio companies including PTF expansion Assemble talented management teams, make strategic follow-on acquisition & raise expansion capital Deal Criteria: EBITDA $5-15mm Strong cash flow generating capacity backed by competitive products/services with defensible market positions or IP Consumer Products/services, media & communication, industrial equipment, manufacturing & distribution, and business services Merchant Fund $10mm initial capitalization. $100mm Fund Target Size Generate fee income, success-based incentives & return on invested capital

Founded in 2002, Acquired in 2016 3,000 sqft manufacturing facility, Wakefield, MA Designs, manufactures, and markets time and frequency instruments Serves computer networking, satellite ground stations, electric utilities, broadcasting, telecommunication systems, and metrology. Time & Frequency Market estimated $158MM in 2019, projected $257mm by 2027; PTP sub-sector expected to grow to $25mm by 2026 from $11mm in 2019 9 Major Opportunities Leonardo DRS follow-on programs Raytheon (Missiles & Defense – Phased Array Radar System) Establish PTF as supplier of choice for NASA countdown system Various follow-on systems for Indian Government Portfolio Subsidiary

Financials

Financials

Corporate Snapshot Summary NYSE Listed Micro Cap Pure Play Long History of Value Building Operating Investments Positioned for Expansion PTF Time and Frequency Instrumentation Platform

Thank You Questions Please see full disclosures. All points in discussions are estimates.

Contact Information Visit us: www.lglgroup.com Contact us: Investor Relations e-mail: info@LGLGroup.com Voice: (407) 298-2000

XML

Document and Entity Information	May 16, 2023
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 16, 2023
Entity Registrant Name	LGL GROUP, INC.
Entity Central Index Key	0000061004
Entity Emerging Growth Company	false
Entity File Number	001-00106
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-1799862
Entity Address, Address Line One	2525 Shader Road
Entity Address, City or Town	Orlando
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32804
City Area Code	407
Local Phone Number	298-2000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.01
Trading Symbol	LGL
Security Exchange Name	NYSE
Warrants To Purchase Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Warrants to Purchase Common Stock, par value $0.01
Trading Symbol	LGL WS
Security Exchange Name	NYSE