M-tron Industries Inc
For the period ended Dec 31, 2023. Filed Mar 25, 2024.
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FY2023 · Filed Mar 25, 2024
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Item 15. Exhibits and Financial Statement Schedules
| Item 15. | Exhibits and Financial Statement Schedules. |
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| (a) | Consolidated and Combined Financial Statements |
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The following consolidated and combined financial statements of M-tron Industries, Inc. are filed as part of this Report under Item 8. Financial Statements and Supplementary Data:
Report of Independent Registered Public Accounting Firms on Consolidated and Combined Financial Statements
Consolidated and Combined Statements of Operations: Years ended December 31, 2023 and 2022
Consolidated Balance Sheets: December 31, 2023 and 2022
Consolidated and Combined Statements of Stockholders' Equity: Years ended December 31, 2023 and 2022
Consolidated and Combined Statements of Cash Flows: Years ended December 31, 2023 and 2022
Notes to Consolidated and Combined Financial Statements
| (b) | Exhibits |
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| Exhibit No. | Description |
| 2. | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession. |
| 2.1 | Amended and Restated Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc. (Incorporated by reference to Exhibit 2.1 to the Company’s Form 10 filed with the SEC on August 19, 2022). |
| 3. | Articles of Incorporation and Bylaws. |
| 3.1 | Amended and Restated Certificate of Incorporation of M-tron Industries, Inc. (Incorporated by reference to Exhibit 3.1 to the Company’s Form 10 filed with the SEC on August 3, 2022). |
| 3.2 | Amended and Restated Bylaws of M-tron Industries, Inc. (Incorporated by reference to Exhibit 3.2 to the Company’s Form 10 filed with the SEC on August 3, 2022). |
| 4. | Instruments Defining the Rights of Security Holders. |
| 4.1 | Amended and Restated 2022 Incentive Plan of M-tron Industries, Inc. (incorporated by reference to Exhibit 4.1 to the Company's Form 10 filed with the SEC on August 19, 2022). + |
| 4.2 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.2 to the Company's Form 10-K filed with the SEC on March 30, 2023). |
| 10. | Material Contracts. |
| 10.1 | Amended and Restated Transitional Administrative and Management Services Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc. (Incorporated by reference to Exhibit 10.1 to the Company’s Form 10 filed with the SEC on August 19, 2022). |
| 10.2 | Amended and Restated Tax Indemnity and Sharing Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 10 filed with the SEC on August 19, 2022). |
| 10.3 | Credit Agreement by and among M-Tron Industries, Inc., Piezo Technology, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (Incorporated by reference to Exhibit 10.3 to the Company’s Form 10 filed with the SEC on July 18, 2022). |
| 10.4 | Promissory Note in favor of Fifth Third Bank, National Association, dated June 15, 2022 (Incorporated by reference to Exhibit 10.4 to the Company’s Form 10 filed with the SEC on July 18, 2022). |
| Exhibit No. | Description |
| 10.5 | Security Agreement by and among M-Tron Industries, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (Incorporated by reference to Exhibit 10.5 to the Company’s Form 10 filed with the SEC on July 18, 2022). |
| 10.6 | Security Agreement by and among Piezo Technology, Inc. and Fifth Third Bank, National Association, dated June 15, 2022 (Incorporated by reference to Exhibit 10.6 to the Company’s Form 10 filed with the SEC on July 18, 2022). |
| 16.1 | Letter from RSM US LLP dated October 14, 2022 (Incorporated by reference to Exhibit 16.1 to the Company’s Current Report on Form 10-K filed with the SEC on October 14, 2022). |
| 21.1 | Subsidiaries of M-tron Industries, Inc. (Incorporated by reference to Exhibit 21.1 of the Company’s Form 10 filed with the SEC on July 18, 2022). |
| 31.1 | Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.2 | Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 32.1 | Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 32.2 | Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** |
| 97.1 | Recovery of Erroneously Awarded Compensation Policy, Dated November 9, 2023.* |
| 101.INS | Inline XBRL Instance Document* |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document* |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document* |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document* |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document* |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document* |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)* |
- Filed herewith
** Furnished herewith. In accordance with Item 601(b)(32) of Regulation S-K, this Exhibit is not deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.
- Indicates management or compensatory plan.
The exhibits listed above have been filed separately with the SEC in conjunction with this Annual Report on Form 10-K or have been incorporated by reference into this Annual Report on Form 10-K. Upon request, the Company will furnish to each of its stockholders a copy of any such exhibit. Requests should be addressed to the Corporate Secretary, M-tron Industries, Inc., 2525 Shader Road, Orlando, Florida 32804.
| (c) | Financial Statement Schedules: |
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None.
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