LGL GROUP INC

CAUTIONARY NOTE CONCERNING FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. 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 the negative of these words or other variations on these words or comparable terminology, as they relate to future periods.

Examples of forward-looking statements include, but are not limited to: statements regarding the timing, structure and expected terms of the Rights Offering; the anticipated Subscription Price and participation levels; the current intent of insiders to participate; our strategic plans and capital allocation priorities; our pursuit of acquisitions, investments and partnerships; the expected use of proceeds; our efforts to grow revenue; our expectations regarding fulfillment of backlog; the results of introduction of a new product line; future benefits to operating margins; and the adequacy of our cash resources.

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy and other future conditions. As forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Our actual results may differ materially from those contemplated by the forward-looking statements. They are neither statements of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include: national and global economic, business, competitive, market and regulatory conditions; the risks and uncertainties associated with the Rights Offering; our ability to identify, evaluate, consummate and integrate acquisitions or strategic investments; and the factors described under “Risk Factors” in this prospectus, in our most recent Annual Report on Form 10-K and in any subsequent Quarterly Reports on Form 10-Q.

Except as required by U.S. federal securities laws, 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.

ii