LGL GROUP INC

S-11 lglg20260408_s1.htm FORM S-1

As filed with the U.S. Securities and Exchange Commission on May 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER****THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

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, 15 th** 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:

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.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MAY 14, 2026

PRELIMINARY PROSPECTUS

Up to 6,540,435 Subscription Rights

to Purchase up to 6,540,435 Shares of Common Stock

This prospectus relates to the issuance of up to 6,540,435 transferable subscription rights (each, a “Right” and, collectively, the “Rights”) to purchase shares of common stock, par value $0.01 per share (the “Common Stock”), of The LGL Group, Inc., a Delaware corporation (“LGL Group” or the “Company”), as a distribution to all holders of shares of Common Stock as of the close of business on , 2026 (the “Record Date”). This prospectus also relates to the issuance of up to 6,540,435 shares of Common Stock upon the exercise of the Rights.

The Common Stock is traded on the NYSE American under the symbol “LGL.” On May 13, 2026, the last reported sales price of the Common Stock on the NYSE American was $6.81 per share.

The Company has declared a distribution (the “Rights Offering”) of transferable Rights at no charge to all of its stockholders of record as of the Record Date. If you own shares of Common Stock on the Record Date, you will be entitled to receive one Right for each share of Common Stock you own. Each Right will entitle its holder to purchase one share of Common Stock at a subscription price to be determined by our Board of Directors (our “Board”) (or a pricing committee of the Board), shortly before the commencement of the Rights Offering (the “Subscription Price”). Based on the terms currently under consideration, the Subscription Price is expected to be equal to the greater of (x) a discount of not less than 1% and not more than 5% to the average of the daily volume-weighted average prices (“VWAP”) of our Common Stock over the thirty (30) consecutive trading days ending on and including the Record Date or (y) $6.81, our book value attributable to LGL Group common stockholders per share as of March 31, 2026.

Each Rights holder who is a stockholder of record as of the Record Date and elects to exercise its Right in full (i.e., the “basic subscription rights”) may also subscribe for additional shares of Common Stock, subject to any applicable ownership limitations, at the same subscription price per share of Common Stock. However, any Rights holder that acquired its Rights in the secondary market will not be entitled to participate in the over-subscription privilege. If an insufficient number of shares of Common Stock are available to fully satisfy the over-subscription privilege requests, the available shares of Common Stock will be distributed proportionately among the Rights holders who exercised their over-subscription privilege based on the number of shares of Common Stock each Rights holder requested in the over-subscription privilege under the Rights Offering, subject to certain limitations.

No minimum number of Rights must be exercised in connection with the Rights Offering. We have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. Marc Gabelli, our Executive Chairman, has informed us that, based on his current plans, he intends to participate in the Rights Offering with respect to shares over which he or affiliated entities have voting and/or investment authority as of the Record Date, and he may seek to participate in the over-subscription privilege. Mr. Gabelli has not entered into any binding commitment or agreement in this regard, and he may change his plans at any time before the expiration of the Rights Offering. Other directors and officers may also participate in the Rights Offering on the same terms available to all stockholders.

The Rights will have a sixteen (16) day subscription period (the “Exercise Period”) during which each holder of one Right may purchase one share of Common Stock.

All exercises of Rights are irrevocable even if our Board of Directors determines, in its sole discretion, to extend the Exercise Period. The Rights Offering will expire at 5:00 p.m., Eastern Time, on , 2026, unless we extend it, with the length of such extension to be determined by our Board of Directors in its sole discretion (the “Expiration Date”). However, we may not extend the Exercise Period of the Rights Offering for more than thirty (30) days past the original sixteen (16) day Exercise Period.

You are responsible for the method of delivery of your subscription rights certificates, any required subscription documents and payment of the Subscription Price to the Subscription Agent. If you send your subscription rights certificates and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. There may be unexpected delays in mail processing times. If you intend on making your cash payment of the Subscription Price by uncertified personal check, you should ensure that the Subscription Agent receives the appropriate materials at least five (5) business days prior to the Expiration Date.

No vote of LGL Group’s stockholders is required or is being sought to authorize or effectuate the Rights Offering. No action is required of you to receive your Rights.

Neither we nor our Board of Directors has made any recommendation as to whether you should exercise or transfer your Rights. You should decide whether to transfer your Rights, subscribe for shares of our Common Stock, or simply take no action with respect to your Rights, based on your own assessment of your best interests.

We have applied to list the Rights on the NYSE American on or about , 2026 (the first trading day following the Rights Distribution Date and the commencement date for the Rights Offering) under the symbol “LGL RT.” No public market currently exists for our Rights.

If all of the Rights offered are exercised in full, we will receive proceeds of $** ** from the purchase of our shares of Common Stock, before payment of the estimated expenses of this offering. The shares of Common Stock in this Rights Offering are being offered directly by us without the services of an underwriter or selling agent. See “Use of Proceeds” in this prospectus.

Investing in our securities involves significant risks. See “Risk Factors” beginning on page 10 of this prospectus, as well as those described in our most recent Annual Report on Form 10-K and other public filings incorporated by reference herein. You should carefully consider these risk factors, as well as the information contained in or incorporated by reference into this prospectus, before you invest.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2026.