| Item 15. | Exhibits and Financial Statement Schedules |
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| (a) | List of documents filed as part of this report: |
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| Page |
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| Reports of Independent Registered Public Accounting Firms (PCAOB ID: 127 and PCAOB ID: 49) | 46 |
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| Consolidated Balance Sheets: December 31, 2023 and 2022 | 49 |
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| Consolidated Statements of Operations: Years ended December 31, 2023 and 2022 | 50 |
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| Consolidated Statements of Stockholders' Equity: Years ended December 31,2023 and 2022 | 51 |
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| Consolidated Statements of Cash Flows: Years ended December 31, 2023 and 2022 | 52 |
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| Notes to the Consolidated Financial Statements | 53 |
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| 2. | Financial Statement Schedules: |
None.
The following is a list of exhibits filed as part of this Form 10-K:
| Exhibit No. | Description |
| 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 10.1 to the Company’s Form 8-K filed with the SEC on August 24, 2022). |
| 3.1 | Certificate of Incorporation of The LGL Group, Inc. (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on August 31, 2007). |
| 3.2 | The LGL Group, Inc. By-Laws (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on August 31, 2007). |
| 3.3 | The LGL Group, Inc. Amendment No. 1 to By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on June 17, 2014). |
| 3.4 | The LGL Group, Inc. Amendment No. 2 to By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 21, 2020). |
| 3.5 | The LGL Group, Inc. Amendment No. 3 to By-Laws (incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed with the SEC on February 26, 2020). |
| 3.6 | The LGL Group, Inc. Certificate of Amendment to Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 4, 2022). |
| 4.1 | Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on March 28, 2022). |
| 4.2 | Form of Warrant Certificate (incorporated by reference to Exhibit 4.3 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-249639) filed with the SEC on November 2, 2020). |
| 4.3 | Form of Warrant Agreement, by and among the Company, Computershare Inc., and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to Amendment No. 1 to the Company’s Registration Statement on Form S-1 (Registration No. 333-249639) filed with the SEC on November 2, 2020). |
| Exhibit No. | Description |
| 10.1 | The LGL Group, Inc. 2021 Incentive Plan (incorporated by reference to Annex A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the SEC on December 6, 2021).+ |
| 10.1a | Form of Stock Option Agreement under The LGL Group, Inc. 2021 Incentive Plan.* + |
| 10.1b | Form of Restricted Stock Agreement under The LGL Group, Inc. 2021 Incentive Plan.* + |
| 10.2 | Form of Indemnification Agreement by and between The LGL Group, Inc. and its executive officers and directors (incorporated by reference to Exhibit 10.9 to the Company's Annual Report on Form 10-K filed with the SEC on March 24, 2011). + |
| 10.3 | Amended and Restated Transitional Administrative and Management Services Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc. (Incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed with the SEC on August 24, 2022). |
| 10.4 | Amended and Restated Tax Indemnity and Sharing Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc. (Incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed with the SEC on August 24, 2022). |
| 16.1 | Letter from RSM US LLP dated May 2, 2023 (Incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed with the SEC on May 2, 2023). |
| 18.1 | Preferability Letter on Change in Accounting Principle from PKF O'Connor Davies LLP.* |
| 19.1 | The LGL Group, Inc. Insider Trading Policy.* |
| 21.1 | Subsidiaries of The LGL Group, Inc.* |
| 23.1 | Consent of Independent Registered Public Accounting Firm – PKF O'Connor Davies, LLP.* |
| 23.2 | Consent of Independent Registered Public Accounting Firm - RSM US LLP.* |
| 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 | Policy Relating to Recovery of Erroneously Awarded Compensation.* + |
| 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)* |
| ** | 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. |
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| + | Indicates management or compensatory plan. |
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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, The LGL Group, Inc., 2525 Shader Road, Orlando, Florida 32804.
