As filed with the U.S. Securities and Exchange Commission on ~~October~~May 2313, ~~2020~~2026

Registration No. 333-~~__________~~

UNITED ~~STATES SECURITIES~~ ~~AND EXCHANGE COMMISSION Washington, D.C. 20549~~STATES

~~FORM S-1 REGISTRATION STATEMENT UNDER THE~~ SECURITIES ~~ACT~~AND OFEXCHANGE ~~1933~~COMMISSION

~~THE LGL GROUP~~Washington, ~~INC~~D. ~~(Exact~~C. ~~name of registrant as specified in its charter)~~20549

Delaware	38-1799862
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

FORM S-1

~~2525~~REGISTRATION ~~Shader Road Orlando, Florida 32804 (407) 298-2000 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)~~STATEMENT

~~Joan~~UNDER THE ~~Atkinson~~SECURITIES ~~Nano Chief~~ACT ~~Accounting~~OF ~~Officer 2525 Shader Road Orlando, Florida 32804 (407) 298-2000 (Name, address, including zip code, and telephone number, including area code, of agent for service)~~1933

~~Copy~~THE ~~to: Elizabeth~~LGL ~~Gonzalez-Sussman~~GROUP, ~~Esq~~INC.

~~Kenneth~~(Exact A.name ~~Schlesinger, Esq. Olshan Frome Wolosky LLP 1325 Avenue~~ of ~~the~~registrant ~~Americas New~~as ~~York,~~specified ~~New~~in ~~York~~its ~~10019 (212~~charter) ~~451-2300~~

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

Delaware	3679	38-1799862
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

If2525 ~~any~~Shader ~~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. ý~~Road

~~If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act~~Orlando, ~~check~~Florida ~~the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨~~32804

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(c407) ~~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. ¨~~298-2000

~~If this Form is a post-effective amendment filed pursuant to Rule 462~~(d)Address, ~~under~~including ~~the~~zip ~~Securities Act~~code, ~~check the following box~~ and ~~list~~telephone ~~the~~number, ~~Securities~~including ~~Act~~area ~~registration~~code, ~~statement number~~ of ~~the~~registrant’s ~~earlier~~principal ~~effective~~executive ~~registration statement for the same offering. ¨~~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:

Large accelerated filer ¨☐ Accelerated filer ~~box~~☐ ¨ Non-accelerated filer ý☒ Smaller reporting company ý☒ 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 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.

~~CALCULATION~~Table OFof ~~REGISTRATION FEE~~Contents

Title of Each Class of Securities to be Registered	Amount to be Registered	Proposed Maximum Offering Price per Warrant	Proposed Maximum Aggregate Offering Price	Amount of Registration Fee
Warrants to Purchase Shares of Common Stock	5,258,320	-	-	-(1)
Shares of Common Stock, $0.01 par value per share(2)	1,051,664(3)	$12.50	$13,145,800	$1,434.21(4)

(1) No registration fee payable in accordance with Rule 457(g) under the Securities Act of 1933, as amended (the “Securities Act”).

(2) Pursuant to Rule 416, there are also deemed covered hereby such additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.

(3) Represents the issuance of up to 1,051,664 shares of our common stock upon exercise of the warrants.

(4) The initial exercise price of the warrants of $12.50 is being used to calculate the registration fee in accordance with Rule 457(g) of the Securities Act of 1933.

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 the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to 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 ~~OCTOBER~~MAY 2314, ~~2020 PRELIMINARY PROSPECTUS~~2026

PRELIMINARY PROSPECTUS

THE LGL GROUP, INC.

~~5,258,320~~Up ~~Warrants~~ to ~~Purchase~~6,540,435 ~~Shares~~Subscription ~~of Common Stock~~Rights

1to Purchase up to 6,~~051~~540,~~664~~435 Shares of Common Stock~~, $0.01 par value per share~~

WeThis ~~are distributing~~prospectus atrelates ~~no cost~~ to ~~you,~~the asissuance ~~a holder~~ of ~~our~~up ~~common stock~~to 6, ~~par value $0.01 per share~~540,435 transferable ~~warrants~~subscription torights ~~purchase shares~~(each, ofa ~~our~~“Right” ~~common stock. If you own shares of our common stock on [•]~~and, ~~2020~~collectively, the ~~record date, you will be entitled to receive one (1~~“Rights”) ~~warrant for each share of common stock you own. When exercisable, five (5) warrants will entitle their holder~~ to purchase ~~one~~shares ~~(1) share~~ of ~~our~~ common stock, atpar anvalue ~~exercise price of~~ $120.5001 per share. ~~The~~(the ~~warrants are~~ “~~European~~Common ~~style warrants~~Stock”), ~~and will only become exercisable on the earlier~~ of ~~(i)~~The ~~the~~LGL ~~expiration date~~Group, ~~[•]~~Inc., ~~2025,~~ ~~and~~a ~~(ii)~~Delaware ~~such~~corporation ~~date~~(“LGL ~~that~~Group” or the ~~30-day~~“Company”), ~~volume~~as ~~weighted~~a ~~average~~distribution ~~price~~to ~~per~~all ~~share,~~holders orof ~~VWAP,~~shares of ~~our~~Common ~~common~~Stock ~~stock~~as isof ~~greater than~~the orclose ~~equal~~of tobusiness ~~$17.50.~~on , ~~Once~~ 2026 (the ~~warrants~~“Record ~~become~~Date”). ~~exercisable,~~This ~~they~~prospectus ~~may~~also berelates ~~exercised~~to ~~in accordance with~~ the ~~terms~~issuance of ~~the warrant~~up ~~agreement~~to ~~until~~6,540,435 ~~their~~shares ~~expiration~~of atCommon ~~5:00~~Stock ~~p.m.,~~upon ~~Eastern~~the ~~Time,~~exercise onof the ~~expiration date~~Rights.

~~Our~~The ~~board~~Common ofStock ~~directors~~ is ~~not~~traded ~~making~~on athe ~~recommendation~~NYSE ~~regarding~~American ~~your~~under ~~exercise~~the symbol “LGL.” On May 13, 2026, the last reported sales price of the ~~warrants.~~Common ~~You~~Stock ~~should~~on ~~carefully~~the ~~consider~~NYSE ~~whether~~American towas ~~exercise~~$6.81 per ~~them~~share.

WeThe ~~have~~Company ~~applied for~~has ~~listing~~declared a distribution (the ~~warrants~~“Rights onOffering”) ~~the~~of ~~NYSE~~transferable ~~American~~Rights at ~~and~~no ~~expect~~charge ~~trading~~ to ~~commence~~all onof orits ~~around~~stockholders ~~[•],~~of ~~2020~~record ~~under~~as of the ~~symbol~~Record ~~LGL WS~~Date. ~~Our~~If ~~common~~you ~~stock~~own isshares ~~traded~~of Common Stock on the ~~NYSE~~Record ~~American~~Date, ~~under~~you ~~the~~will ~~symbol~~be ~~LGL~~entitled to receive one Right for each share of Common Stock you own.~~The~~ ~~last~~Each Right will ~~reported~~entitle ~~sales~~its holder to purchase one share of Common Stock at a subscription price to be determined by our Board of Directors (our ~~common~~“Board”) ~~stock~~(or ~~on the~~a ~~NYSE~~pricing ~~American~~committee onof ~~October~~the 22Board), ~~2020,~~shortly before the ~~last~~commencement ~~practicable~~of ~~date~~the ~~before~~Rights Offering (the ~~filing~~“Subscription Price”). ofBased ~~this~~on ~~prospectus~~the terms currently under consideration, ~~was~~the ~~$9.35.~~Subscription WePrice ~~urge you~~is expected to ~~obtain~~be equal to the greater of (x) a ~~current~~discount ~~market~~of ~~price~~not ~~for~~less than 1% and not more than 5% to the average ~~shares~~of the daily volume-weighted average prices (“VWAP”) of our ~~common~~Common ~~stock~~Stock ~~before~~over ~~making~~the ~~any~~thirty ~~investment~~(30) ~~decision~~consecutive trading ~~with~~days ending ~~respect~~on to and including the ~~warrants~~Record Date or (y) $6.81, our book value attributable to LGL Group common stockholders per share as of March 31, 2026.

~~Investing~~Each inRights ~~our securities~~holder ~~involves~~who ~~risks~~is a stockholder of record as of the Record Date and elects to exercise its Right in full (i.e., ~~See~~the “~~Risk~~basic ~~Factors~~subscription rights”) ~~beginning~~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 ~~page~~the 3number of ~~this~~shares ~~prospectus~~of Common Stock each Rights holder requested in the over-subscription privilege under the Rights Offering, subject to certain limitations.

~~Neither~~No ~~the~~minimum ~~Securities and~~number ~~Exchange~~of ~~Commission,~~Rights ~~any~~must ~~state~~be ~~securities~~exercised ~~commission,~~in ~~nor~~connection with the Rights Offering. We have not entered into any standby purchase agreement or other ~~regulatory~~backstop ~~body~~commitment to purchase Rights that are not exercised in the Rights Offering. Marc Gabelli, our Executive Chairman, has ~~approved~~informed us that, based on his current plans, he intends to participate in the Rights Offering with respect to shares over which he or ~~disapproved~~affiliated entities have voting and/or investment authority as of ~~these~~the ~~securities~~ Record Date, and he may seek to participate in the over-subscription privilege. Mr. Gabelli has not entered into any binding commitment or ~~determined~~agreement ifin this ~~prospectus~~regard, isand ~~truthful~~he ~~and~~may ~~complete~~change his plans at any time before the expiration of the Rights Offering. ~~Any~~Other ~~representation~~directors toand officers may also participate in the ~~contrary~~Rights isOffering aon ~~criminal~~the ~~offense~~same terms available to all stockholders.

The ~~date~~Rights will have a sixteen (16) day subscription period (the “Exercise Period”) during which each holder of ~~this~~one ~~prospectus~~Right may ispurchase ~~___________ __,~~one ~~2020~~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.

Table of Contents

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.

Table of Contents

TABLE OF CONTENTS

	PAGE
		Page
PROSPECTUS SUMMARY	1
About this Prospectus		i
RISK FACTORS	5
Cautionary Note Concerning Forward-Looking Statements		ii
FORWARD-LOOKING STATEMENTS	17
Prospectus Summary		1
USE OF PROCEEDS	18
Questions and Answers About the Rights Offering		6
PLAN OF DISTRIBUTION	18
Risk Factors		10
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	19
Use of Proceeds		12
DESCRIPTION OF CAPITAL STOCK	20
Plan of Distribution		13
DESCRIPTION OF THE WARRANTS	22
Dilution		14
LEGAL MATTERS	24
Market for Common Equity and Related Stockholder Matters		15
EXPERTS	24
Description of Capital Stock		16
INCORPORATION BY REFERENCE	24
The Subscription Rights Offering		17
WHERE YOU CAN FIND MORE INFORMATION	25
Material U.S. Federal Income Tax Consequences		23
Legal Matters		26
Experts		27
Incorporation of Certain Documents by Reference		28
Where You Can Find More Information		29

~~About~~Table ~~this~~of ~~Prospectus~~Contents

~~This~~ABOUT ~~prospectus is~~THIS part of a Registration Statement on Form S-1 that we filed with the Securities and Exchange Commission (the “SEC”). It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information contained in the documents identified under the headings “Incorporation by Reference” and “Where You Can Find More Information.”PROSPECTUS

~~You~~This ~~should~~prospectus ~~rely only~~is part of a registration statement on ~~the~~Form ~~information~~S-1 ~~provided~~that inwe ~~this~~filed ~~prospectus,~~with ~~including~~the Securities and Exchange Commission (the ~~information~~“SEC”) ~~incorporated~~using the “incorporation by reference” process permitted by General Instruction VII of Form S-1. WeUnder ~~have~~that ~~not~~process, ~~authorized anyone~~we toincorporate ~~provide~~by ~~you~~reference ~~with~~into ~~different~~this prospectus certain information. ~~You~~that ~~should~~we ~~not~~file ~~assume~~with the SEC, which means that ~~the~~we ~~information~~can ~~contained~~disclose orimportant ~~incorporated~~information to you by ~~reference in~~referring ~~this~~you ~~prospectus~~to those documents. It is ~~accurate~~important asfor ofyou ~~any~~to ~~date~~read ~~other~~and ~~than~~consider asall ofinformation ~~the~~contained ~~date~~in ofor incorporated by reference into this prospectus, asand ~~the~~in ~~case~~any ~~may~~free ~~be,~~writing prospectus or inother ~~the~~written ~~case of~~offering ~~the~~materials ~~documents~~that ~~incorporated~~we bymay ~~reference,~~authorize ~~the~~for ~~date~~use ofin ~~such~~connection ~~documents~~with ~~regardless~~this ofRights ~~the~~Offering ~~time~~before making ofyour ~~delivery~~investment decision. See “Incorporation of ~~this~~Certain ~~prospectus~~Documents ~~or any~~by ~~sale~~Reference” ofand ~~our~~“Where ~~securities~~You Can Find More Information.”

You should rely only on the information contained in or incorporated by reference into this prospectus and in any free writing prospectus or other written offering materials that we may authorize for use in connection with the Rights Offering. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are offering to sell, and seeking offers to buy, securities only in jurisdictions where such offers and sales are permitted. We do not take responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than as of the date of this prospectus, as the case may be, or in the case of the documents incorporated by reference or any authorized written offering materials, the date of such documents or materials regardless of the time of delivery of this prospectus or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since those dates.

This prospectus does not constitute an offer to sell or a solicitation of an offer to buy securities in any jurisdiction where, or to any person to whom, it is unlawful to make such offer or solicitation.

Unless the context otherwise requires, references to “we,” “our,” “us,” or the “Company” in this prospectus refer to The LGL Group, Inc. and its consolidated subsidiaries.

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

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.

Table of Contents

PROSPECTUS SUMMARY

This summary highlights selected information about the company and this offering contained elsewhere or incorporated by reference in this prospectus. This summary may not contain all the information that you should consider before determining whether to invest in our securities. You should read the entire prospectus carefully, including the information included in the “Risk Factors” section, asthe ~~well~~information asset forth under the headings “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information,” our consolidated financial statements, notes to the consolidated financial statements and the other information incorporated by reference into this prospectus, as well as the exhibits to the registration statement of which this prospectus is a part, before making an investment decision.

The Company

Overview

We are a ~~globally-positioned producer~~holding ofcompany ~~industrial~~engaged ~~and commercial products and services. We operate~~ in ~~two identified segments. Our electronic components segment is currently focused on the design and manufacture of highly-engineered~~services, ~~high~~merchant ~~reliability~~investment ~~frequency~~ and ~~spectrum~~manufacturing ~~control~~business ~~products~~activities. ~~These~~ ~~electronic~~Since ~~components~~1985, ~~ensure~~we ~~reliability~~have acquired ~~and~~32 ~~security~~businesses, insold ~~aerospace and defense communications~~11, ~~low noise~~ and ~~base~~spun ~~accuracy for~~off ~~laboratory instruments~~3, ~~and~~culminating ~~synchronous~~with ~~data transfers throughout~~ the ~~wireless~~spin-off ~~and Internet infrastructure. Our electronic instruments segment is focused on the design and manufacture~~ of ~~high~~M-~~performance~~tron ~~Frequency~~Industries, ~~and~~Inc. ~~Time reference standards that form the basis for timing and synchronization~~ (“MtronPTI”) in ~~various~~October ~~applications~~2022. The Company was incorporated in 1928 under the laws of the State of Indiana, and in 2007, the Company was reincorporated under the laws of the State of Delaware as The LGL Group, Inc. We maintain our executive offices at 2525 Shader Road, Orlando, Florida, 32804. Our telephone number is (407) 298-2000. Our Internet address is www.lglgroup.com. The information contained on our website is not part of this prospectus. Our common stock is traded on the NYSE American under the symbol LGL. We have applied for listing the warrants on the NYSE American and expect trading to commence on or around [•], 2020 under the symbol LGL WS.

WeOur ~~operate~~operating ~~through~~activities ~~our two~~currently ~~principal~~include ~~subsidiaries,~~Precise ~~M-tron~~Time ~~Industries~~and Frequency, ~~Inc.~~LLC (~~together with its subsidiaries,~~ “~~MtronPTI~~PTF”), ~~which~~our ~~has~~electronic ~~design and~~instruments ~~manufacturing~~business ~~facilities~~that is engaged in ~~Orlando,~~the design ~~Florida;~~of ~~Yankton,~~high-performance ~~South~~Frequency ~~Dakota;~~ and ~~Noida, India, and Precise~~ Time ~~and~~Reference ~~Frequency,~~Standards ~~LLC (“PTF”),~~that ~~which~~form ~~has~~the abasis ~~design~~for timing and ~~manufacturing~~synchronization ~~facility~~ in ~~Wakefield~~various applications, ~~Massachusetts.~~and WeLynch ~~also~~Capital ~~have~~International ~~local~~LLC, ~~sales~~our ~~and~~merchant ~~customer support~~investment ~~offices~~platform launched in ~~Sacramento,~~2023 ~~California;~~to ~~Austin,~~pursue ~~Texas;~~value-creating ~~and Hong Kong~~investments.

Our ~~primary~~business ~~objective~~ strategy is toprimarily ~~create~~focused ~~long-term~~on growth ~~with~~through aexpanding ~~market-based~~new ~~approach~~and ofexisting ~~designing~~operations ~~and~~across ~~offering~~diversified ~~new~~industries. ~~products~~We tohave ~~our~~had ~~customers~~a ~~through~~long ~~both organic~~history ~~research~~of owning and ~~development~~operating various businesses in the precision engineering, manufacturing and ~~through~~services ~~strategic~~sectors. ~~partnerships,~~As ~~joint~~a ~~ventures~~holding company, ~~acquisitions~~we orbelieve ~~mergers.~~that Wethe ~~seek~~cash toflow ~~leverage our~~and ~~core~~asset ~~strength~~coverage asfrom anour ~~engineering~~subsidiaries will ~~leader~~allow us to ~~expand~~maintain ~~client~~a ~~access,~~strong ~~add~~balance ~~new~~sheet ~~capabilities~~ and ~~continue~~ample liquidity over time. We seek to ~~diversify~~invest ~~our~~available ~~product offerings.~~cash ~~Our~~and ~~focus~~cash isequivalents on(which includes only investments in money market funds that ~~will~~are ~~differentiate~~registered ~~us,~~as ~~broaden~~management ~~our~~investment ~~portfolio~~companies ~~and~~in ~~lead~~reliance ~~toward~~on ~~higher~~Rule ~~levels~~2a-7 ofunder ~~integration organically~~the ~~and~~Investment ~~through~~Company ~~joint~~Act ~~venture~~of 1940, ~~merger~~as amended (the “Investment Company Act”)) and ~~acquisition~~marketable ~~opportunities.~~securities Wein ~~believe~~liquid ~~that~~investments ~~successful~~with ~~execution~~a ofview ~~this~~to ~~strategy will~~enhancing ~~lead~~returns as we continue to aassess ~~transformation~~further acquisitions of, ~~our~~or ~~product~~investments ~~portfolio~~in, ~~towards~~operating ~~longer~~businesses. ~~product~~As ~~life~~of ~~cycles~~March 31, ~~better~~2026, ~~margins~~we had cash and ~~improved~~cash ~~competitive position~~equivalents and marketable securities with a fair market value of approximately $46.7 million.

Our approach is to establish long-term partnerships utilizing the resources of our organization to facilitate a full cycle of advice and investment to augment investments in conjunction with broader capital syndication. This approach allows for us to be creative and nimble with no pre-determined exit timetable. We focus on businesses with existing growth potential which through helping improve their capabilities, teaming up portfolio companies for strategic expansions and transforming the businesses through merger and acquisition opportunities.

As part of our current strategic direction, management has publicly discussed building a broader defense technology platform within our organization through selective investments, acquisitions and connectivity partnerships, including areas related to precision, timing and frequency and adjacent critical technologies that support national security, defense and resilient infrastructure.

We provide our products and services through our Electronic Instruments and Merchant Investment businesses. Activities not related to our business segments such as our corporate operations, corporate-level assets and financial obligations are included in Corporate.

Our Business Strategy

Across all of our businesses, our success is based on a simple formula: we seek to find undervalued companies in the Graham & Dodd tradition, a methodology for valuing companies that primarily looks for deeply depressed prices. Today, we are a holding company owning subsidiaries engaged in manufacturing and investments. Several of our former operating businesses started out as investment positions in their debt or equity securities, held directly by us. Those positions ultimately resulted in control or complete ownership of the target company. For example, in 2004, we acquired a controlling interest in Piezo Technology, Inc. (“PTI”), which started out as an investment position and ultimately became an operating subsidiary before the spinoff of MtronPTI. The acquisition of PTI, like our other operating subsidiaries, reflects our opportunistic approach to value creation, through which returns may be obtained by, among other things, promoting change through minority positions at targeted companies in our Merchant Investment segment or by acquiring control of those target companies that we believe we could run more profitably ourselves.

In appropriate circumstances, we or our subsidiaries may become the buyer of target companies, adding them to our portfolio of operating subsidiaries, thereby expanding our operations through such opportunistic acquisitions.

It is our belief that our business strategy will continue to produce strong results into the future.

Our Electronic Instruments business, PTF, employs a market-based approach of designing and offering new products to our customers through both organic research and development, and through strategic partnerships, joint ventures, acquisitions and mergers. We seek to leverage our core strength as an engineering leader to expand client access, add new capabilities and continue to diversify our product offerings. Our focus is on investments that will differentiate us, broaden our portfolio and lead toward higher levels of integration organically and through joint ventures and merger and acquisition opportunities. We believe that successful execution of this strategy will lead to a transformation of our product portfolio towards multi-component integrated offerings, longer product life cycles, better margins and improved competitive position.

A key driver of value is our Merchant Investment business, which utilizes various structures and vehicles to build stockholder value, including certain special purpose vehicles, which may be syndicated for investment, and involve certain fee-generating activities. We could act as financial and management sponsor, raise capital from external non-affiliated investors, and may receive management fees and success-based incentives in accordance with market practice.

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Our Business Segments

We conduct our business through two business segments: Electronic Instruments and Merchant Investment. Our Electronic Instruments segment derives revenues principally from net sales of various products. Our Merchant Investment business derives revenues from investment income and gains and losses from investment transactions as well as fee income on any syndicated investments.

Electronic Instruments

Overview

Our Electronics Instruments segment is comprised of PTF, which designs, manufactures, and markets for sale time and frequency instruments. The industries PTF serves include computer networking, satellite ground stations, electric utilities, broadcasting, telecommunication systems, and metrology. We acquired PTF in September 2016, reinforcing our position as a broad-based supplier of highly engineered products for the generation of time and frequency references for synchronization and control. Since its inception, PTF has developed a comprehensive portfolio of time and frequency instruments complemented by a wide range of ancillary products such as distribution amplifiers and redundancy auto switches. PTF is housed in a well-equipped, modern, facility and staffed by a highly dedicated and experienced team of time and frequency professionals.

Products

PTF's products range from simple, low-cost time and frequency solutions to premium products designed to deliver maximum performance for the most demanding applications. PTF's products include Frequency and Time Reference Standards; radio frequency ("RF"), digital, and optical time code distribution amplifiers; redundancy auto switches; and network time protocol servers, all of which are used in a wide range of applications worldwide.

PTF's Frequency and Time Reference Standards include quartz Frequency Standards, global positioning system (“GPS”) / global navigation system (“GNS”) Frequency and Time Standards and rubidium atomic Frequency Standards. The de facto standard for many highly demanding applications, such as satellite communications, is PTF's range of GPS/GNS disciplined quartz frequency and time standards. The MtronPTI high-quality quartz oscillators utilized within the PTF instruments deliver phase noise and short-term stability performance for applications where low noise is paramount. This short-term performance, coupled with the long-term stability and accuracy of the external GNS reference signals, which can be from GPS, Galileo, GLONASS or Quasi-Zenith Satellite System, provides the user excellent all-around performance that is highly cost-effective.

When two or more computers are involved, accurate timekeeping is a challenge especially when the computers are in different locations. PTF's range of GNS Time and Frequency References and Network Time Servers deliver a high level of performance that allows customers to synchronize to Coordinated Universal Time (“UTC”), in several cost-effective forms to meet a multitude of time and frequency reference requirements. Applications range from low phase noise, highly stable and accurate system frequency references for satellite communications and Digital Broadcasting applications, to computer networks, shipboard time code references and e-commerce time stamping applications. With respect to UTC, we have developed long-term real time synchronization capability of less than 10 nanoseconds, of which multiple systems have been delivered to date.

PTF's portfolio of distribution amplifiers covers multiple signal types including high frequency, RF, digital, time code, optical, and custom configured units. The distribution range is designed to complement the high quality of the frequency and time references and provide the most effective cost/performance solution for the application, including options for full remote monitoring/control (including RF analog signal monitoring) and optional level control.

The distribution product range includes standard units with either 12 or 16 channels together with more flexible units that allow the user to define specific configurations including different types of input/output signals combined into a convenient 1U or 2U package with up to 36 output channels.

PTF's series of redundancy auto switches range from simple level detection to highly sophisticated sensing capability, extremely fast switching options and full Ethernet connectivity, to provide remote monitoring/control and integration with simple network management protocol management systems. The most recent model includes multi-channel input capability and the ability to switch up to three input types of signals.

Merchant Investment

Our Merchant Investment segment is comprised of various investment vehicles in which we have a shareholder, partner, or general partner interest, and through which we invest our capital.

We conduct and plan to continue to conduct our activities in such a manner as not to be deemed an investment company under the Investment Company Act. In compliance with the Investment Company Act, no more than 40% of our total assets can be invested in investment securities, as such term is defined in the Investment Company Act. Additionally, we do not invest or intend to invest in securities as our primary business.

Recent Developments

~~ATM~~Redomestication Program. On January 22, 2020, the Company entered into an Open Market Sale Agreement (the “Sales Agreement”) with Jefferies LLC, as sales agent (“Jefferies”), pursuant to which the Company may offer and sell, from time to time, in what is deemed to be an “at the market offering” (“ATM Offering”) through Jefferies, shares of the Company~~’s common~~ ~~stock, par value $0.01 per share, having an aggregate offering price of up~~ to ~~$15,000,000 (~~the ~~“Shares”).~~State Shares sold under the Sales Agreement are issued pursuant to the shelf registration statement on Form S-3 (File No. 333-235767), filed by the Company with the SEC on December 31, 2019, which was declared effective on January 8, 2020. The Company filed a prospectus supplement with the SEC on January 23, 2020 in connection with the offer and sale of the Shares pursuant to the Sales Agreement. During February and March of 2020, there were 263,725 shares sold under the Sales Agreement, at an average price per share of $13.65 and generating net proceeds of approximately $3,492,000 after brokerage charges of $108,000 were deducted and paid to Jefferies. As required under the Sales Agreement, the Company obtained the prior consent of Jefferies in order to consummate this offering. The Sales Agreement and ATM Offering remain in effect in accordance with their terms. Nevada

~~COVID-19.~~Our ~~The global~~Board approved ~~outbreak~~and ofrecommended ~~coronavirus~~that ~~(“COVID-19”)~~our ~~was~~stockholders ~~declared~~approve a ~~pandemic~~proposal byto redomesticate and convert our company to a corporation organized under the ~~World~~laws ~~Health~~of ~~Organization~~the ~~and~~State of Nevada from a ~~national emergency~~corporation byorganized under the Ulaws of the State of Delaware.S Our stockholders approved the redomestication proposal at our Annual Meeting of Stockholders held on May 12, 2026. ~~government~~The inNevada ~~March~~redomestication ~~2020~~is ~~and~~expected ~~has~~to ~~negatively~~reduce ~~impacted~~our company’s overall tax burden given the Ufranchise taxes imposed on Delaware corporations.S. ~~and~~Our ~~global~~Board ~~economy,~~also ~~disrupted~~believes ~~global~~that ~~supply chains,~~the ~~resulted~~Nevada redomestication will give us a greater measure of flexibility and simplicity in ~~significant~~corporate ~~travel~~governance than is currently available under Delaware law and ~~transport~~provide ~~restrictions,~~for ~~including~~greater ~~mandated~~protection ~~closures~~for our directors and ~~orders~~officers tofrom ~~“shelter-~~unmeritorious lawsuits. Nevada redomestication will not result in~~-place~~ any change in our business,~~” and~~ ~~created~~operations, ~~significant~~management, ~~disruption~~assets, ofliabilities ~~the~~or ~~financial~~net ~~markets~~worth.

AsLeadership a result of the COVID-19 pandemic, the Company’s operations in India were closed from March 23, 2020 and resumed limited operations on May 7, 2020 with a reduced level of staffing. By the end of June 2020, the Company’s India facilities were fully staffed and operating at normal capacity. Despite the second quarter revenue decrease associated with the foregoing suspension of operations in India, the impact of the COVID-19 outbreak has not had a significant impact on the Company to date. Our updated 2020 annual projection shows some decline, although also not significant. However, the ultimate effect on our future results could be significant and will largely depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19, the success of actions taken to contain or treat COVID-19, and reactions by consumers, companies, governmental entities and capital markets.Transition

InEffective ~~accordance~~January ~~with the~~5, ~~Department~~2026, ofJason ~~Defense~~D. ~~guidance~~Lamb ~~issued~~was innamed ~~March~~Chief ~~2020~~Executive ~~designating~~Officer ~~the~~of ~~Defense~~our ~~Industrial Base as a critical infrastructure workforce~~company, ~~our~~ ~~U.S.~~and ~~production~~Marc ~~facilities~~Gabelli ~~have~~transitioned ~~continued~~ to ~~operate~~become inExecutive ~~support~~Chairman of ~~essential~~the ~~products~~Board ~~and~~from ~~services~~Chief ~~required~~Executive toOfficer. ~~meet national security commitments to the U~~Mr.S. ~~government~~Lamb’s ~~and~~background ~~the~~includes ~~U.S. military~~defense, ~~however~~intelligence, ~~facility~~technology ~~closures or work slowdowns or temporary stoppages have occurred~~ and ~~could~~private ~~occur~~equity ~~in the future. In addition~~experience, ~~other countries have different practices~~ and ~~policies~~we publicly ~~that~~described ~~can~~his ~~affect our~~appointment ~~international operations and the operations of our suppliers and customers. In some cases, our facilities are not operating under full staffing~~ as apart ~~result~~ of ~~COVID-19, which could have~~ a ~~longer-term~~broader ~~impact.~~effort ~~Customer~~to ~~visits~~accelerate ~~and~~our ~~representative~~strategic ~~training are~~development ~~being~~in ~~impacted~~these ~~by travel restrictions as a result of COVID-19, which could delay new design wins and future business with our customers~~areas.

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~~The~~Completion ~~Company has taken measures to protect the health and safety~~ of ~~our employees, work with our customers to minimize potential disruptions and support our community in addressing~~ the ~~challenges~~2020 ~~posed~~Warrant byDividend this global pandemic. The extent of the impact of the COVID-19 pandemic on our operational and financial performance, including our ability to execute our contracts in the expected timeframe, will depend on future developments, including the duration and spread of the pandemic and related actions taken by the U.S. government, state and local government officials, and international governments to prevent disease spread, all of which are uncertain and cannot be predicted.Program

AnDuring ~~extended~~2025 ~~period of~~and ~~global~~January ~~supply~~2026, ~~chain~~holders ~~disruption~~of ~~caused~~our byoutstanding ~~the~~warrants ~~response~~exercised to4,186,010 ~~COVID-19~~warrants, ~~could~~resulting ~~impact~~in ~~our~~net ~~ability~~share tosettlement ~~perform~~of on837,202 ~~our~~shares ~~contracts.~~by ~~To date~~year-end, we ~~have~~and ~~identified~~on aJanuary ~~number~~22, of2026, we ~~suppliers~~distributed ~~that~~214,462 ~~have~~unallocated ~~potential~~shares ~~delivery impacts due~~ to ~~COVID~~over-19subscription ~~and,~~participants. ifThe wewarrant ~~are~~program ~~not~~generated ~~able~~approximately to$5.0 ~~implement alternatives~~million orof ~~other~~gross ~~mitigations,~~proceeds ~~contract~~and ~~deliveries~~concluded ~~could~~with beno ~~adversely~~warrants ~~impacted~~remaining outstanding.

~~Delays~~Company inInformation ~~inspection, acceptance~~ and payment by our customers, many of whom are teleworking, could also affect our sales and cash flows. This is particularly an issue with respect to classified work that is unable to be done remotely. Limitations on government operations can also impact regulatory approvals such as export licenses that are needed for international sales and deliveries. In addition, we could experience delays in new contract starts or awards of future work as well as the uncertain impact of contract modifications to respond to the national emergency. Current limitations on travel to customers could impact both domestic and international orders. Government funding priorities may change as a result of the costs of COVID-19. If significant portions of our workforce are unable to work effectively, including because of illness, quarantines, absenteeism, government actions, facility closures, travel restrictions or other restrictions in connection with the COVID-19 pandemic, our operations will be impacted. We may be unable to perform fully on our contracts and our costs may increase as a result of the COVID-19 outbreak. These cost increases, including costs for employees whose jobs cannot be performed remotely, may not be fully recoverable under our contracts, or adequately covered by insurance. The impact of COVID-19 could worsen if there is an extended duration of any COVID-19 outbreak or a resurgence of COVID-19 infection in affected regions after they have begun to experience improvement.History

~~The~~We ~~continued~~were ~~spread~~incorporated in 1928 under the laws of ~~COVID-19~~the ~~has~~State ~~also~~of ~~led~~Indiana, toreincorporated ~~disruption~~under ~~and~~the ~~volatility~~laws inof the ~~global~~State ~~capital~~of ~~markets~~Delaware as The LGL Group, ~~which~~ ~~depending~~Inc. onin ~~future~~2007 ~~developments~~and, ~~could~~following ~~impact~~approval by our ~~capital~~stockholders ~~resources~~at ~~and~~our ~~liquidity~~Annual inMeeting ~~the~~of ~~future.~~Stockholders ~~COVID-19~~held ~~has~~on ~~also~~May ~~caused volatility~~12, in2026, ~~the~~expect ~~equity~~to ~~capital~~reincorporate ~~markets.~~under Wethe ~~are~~laws ~~monitoring~~of the ~~impacts~~State of ~~COVID-19~~Nevada onin ~~the~~May ~~fair~~2026. Our ~~value~~principal ofexecutive ~~our~~office ~~assets.~~is ~~While~~located ~~we do~~at ~~not~~2525 ~~currently~~Shader ~~anticipate~~Road, ~~any~~Orlando, ~~material~~Florida ~~impairments~~32804 onand our ~~assets~~telephone asnumber ais ~~result~~(407) ~~of COVID~~298-~~19,~~2000. ~~future~~We ~~changes~~maintain ina ~~expectations~~website ~~for sales,~~at ~~earnings~~www.lglgroup.com. ~~and~~The ~~cash~~information ~~flows~~on ~~related~~our towebsite ~~intangible~~is ~~assets,~~not ~~goodwill~~incorporated ~~and~~by ~~other~~reference ~~long-lived~~in ~~assets~~this ~~below~~prospectus, ~~our~~and ~~current~~you ~~projections could~~should ~~cause~~not ~~these~~consider ~~assets~~it toa bepart ~~impaired~~of this prospectus. ~~While~~We ~~these~~have ~~are~~included our ~~current~~website ~~assumptions,~~address in this isprospectus ansolely ~~emerging~~as ~~situation~~an ~~and~~inactive ~~these~~textual ~~could change, which could affect our outlook~~reference.

Additional information regarding our company is set forth in documents on file with the SEC and incorporated by reference in this prospectus, as described below under the sections entitled “Incorporation of Certain Documents by Reference” and “Where You Can Find More Information.”

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The Offering

Securities Distributed	We are distributing to the holders of our common stock on the record date, at no charge, one (1) warrant for each share of common stock owned. When exercisable, five (5) warrants will entitle their holder to purchase one (1) share of our common stock at the exercise price.
Record Date	[•], 2020.
Exercise Price	$12.50.
Exercise Period	The warrants are “European style warrants” and will only become exercisable on the earlier of (i) the expiration date and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of our common stock is greater than or equal to $17.50. Once the warrants become exercisable, they may be exercised in accordance with the terms of the warrant agreement until their expiration at 5:00 p.m., Eastern Time, on the expiration date.
Expiration Date	[•], 2025.
Transferability of Warrants; Listing	The warrants may be sold, transferred or assigned, in whole or in part. We have applied for listing the Warrants on the NYSE American and expect trading to commence on or around [•], 2020 under the symbol LGLWS. Our common stock is listed on the NYSE American under the symbol LGL.
Shares Outstanding After Exercise of Warrants	5,213,320 shares of our common stock were outstanding as of October 15, 2020. If all of the warrants are exercised in full, there would be 6,264,984 shares of common stock outstanding.
Use of Proceeds	The purpose of this distribution of warrants is to return a portion of the Company’s future value to our stockholders in a cost-effective manner that gives all of our stockholders the opportunity to participate in the Company’s growth. Assuming that all warrants are exercised, the net proceeds from the exercise of the warrants will be approximately $12.989 million, after deducting our estimated expenses related to this offering. We intend to use the net proceeds of warrant exercises for general corporate purposes.

This summary highlights the information contained elsewhere in this prospectus. You should read carefully the following summary together with the more detailed description of the terms of the Rights and Common Stock contained elsewhere in this prospectus. See “Description of Capital Stock” and “The Subscription Rights Offering.”

Warrant Agent Computershare Inc. and Computershare Trust Company, N.A.

Issuer		The LGL Group, Inc.

Securities Distributed		We are distributing to the holders of our Common Stock as of the Record Date, at no charge, one Right to purchase shares of Common Stock for each share of Common Stock owned. When exercisable, one Right will entitle its holder to purchase one share of our Common Stock at the Subscription Price.

Record Date		5:00 p.m., Eastern Time, on , 2026.

Subscription Price		A subscription price to be determined by our Board (or a pricing committee of the Board) shortly before the commencement of the Rights Offering. 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 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, subject to adjustment and final Board approval. The Subscription Price will be payable only in cash.

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

Over-Subscription Privilege		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. Additional allocations will be made pursuant to the same formula (recalculating the pro rata share by reference to such remaining Rights holders) and repeated, if necessary, until all available shares of Common Stock have been allocated or all over-subscription requests have been satisfied in full. You should carefully read the section entitled “The Subscription Rights Offering – Over-Subscription Privilege” on page 17 of this prospectus regarding the terms of the over-subscription privilege.

Fractional Shares		We will not issue, or pay cash in lieu of, fractional shares of Common Stock to be issued upon exercise of the Rights. Fractional Rights or shares of Common Stock (if any) will be rounded down.

Expiration Date		The Rights will expire at 5:00 p.m., Eastern Time, on , 2026, the last day of the Exercise Period. The Rights will have no financial value after the Expiration Date.

Transferability of Rights; Listing		The Rights may be sold, transferred or assigned, in whole or in part. We have applied to list the Rights on the NYSE American and expect trading to commence on or about , 2026, under the symbol “LGL RT.” Our Common Stock is listed on the NYSE American under the symbol “LGL.”

Shares of Common Stock Currently Outstanding		6,540,435 shares of our Common Stock were outstanding as of May 13, 2026.

Shares Outstanding After Exercise of Rights		If all of the Rights offered are exercised in full, there would be 13,080,870 shares of Common Stock outstanding.

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RISK FACTORS

Use of Proceeds		The purpose of this Rights Offering is to raise capital to support our efforts to continue to increase earnings and stockholder return while preserving a pro rata participation opportunity for all stockholders. We currently expect to use the net proceeds from this Rights Offering for potential acquisitions, strategic investments, investment in a strategic RF or defense-related funds or platforms, working capital, capital expenditures and general corporate purposes. Consistent with recent public statements by management, we may use proceeds to advance a broader defense technology and resilient infrastructure strategy, including opportunities related to precision timing and frequency and adjacent critical technologies. However, as of the date of this prospectus, we have not committed the proceeds to any specific acquisition, investment or transaction. See “Use of Proceeds.” Assuming that all of the Rights offered are exercised in full, the net proceeds from the exercise of the Rights are expected to be approximately $ million, after deducting our estimated expenses related to the Rights Offering. The ratio of one Right distributed for each one share of Common Stock was calculated as a result of our determination that the amount of gross proceeds to be raised would be $ million.

No Minimum Subscription Requirement / No Standby Commitment		No minimum number of Rights must be exercised in connection with the Rights Offering, and we have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. The Rights Offering may be completed even if only a small portion of the Rights are exercised, unless our Board elects to cancel, abandon or terminate the Rights Offering at any time prior to consummation of the Rights Offering.

Insider Participation		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. As of March 31, 2026, Mr. Gabelli beneficially owned approximately 15.3% of our outstanding shares of Common Stock and our directors and executive officers as a group (including Mr. Gabelli) beneficially owned approximately 18.6% of our outstanding shares of Common Stock. If insiders participate at a greater rate than other stockholders, their ownership and influence over corporate matters may increase.

Board Recommendation		The Board will make no recommendation as to whether a stockholder should exercise any Rights or otherwise participate in the Rights Offering.

No Revocation		Once a Rights holder submits the form of subscription rights certificate to exercise any Rights, such holder may not revoke or change its exercise or request a refund of monies paid. All exercises of Rights are irrevocable.

Governing Law		The Rights will be governed by the laws of the State of Delaware.

Subscription Agent		Computershare Trust Company, N.A.

Risk Factors		An investment in the Rights and the shares of Common Stock issuable upon exercise of the Rights involves significant risks. You should carefully read the section entitled “Risk Factors” on page 10 of this prospectus, as well as in our periodic reports and other documents incorporated by reference herein, before you make a decision as to the exercise of your Rights to determine whether an investment in our securities is appropriate for you.

Material U.S. Federal Income Tax Consequences		You should carefully read the section entitled “Material U.S. Federal Income Tax Consequences” on page 23 of this prospectus, and consult your tax advisor on tax consequences of the receipt, ownership, exercise, and disposition of the Rights.

You should carefully consider the specific risks described below, the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, the risk factors described under the caption “Risk Factors” in any applicable prospectus supplement and any risk factors set forth in our other filings with the SEC made pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, which are incorporated by reference herein, before making an investment decision. Each of the risks described below and in these documents could materially and adversely affect our business, financial condition, results of operations and prospects, and could result in a partial or complete loss of your investment. See “Where You Can Find More Information.”

Risks Related to the Warrants and Our Common Stock

The warrants may not have any value.

The warrants are “European style warrants” and will only become exercisable on the earlier of (i) the expiration date, [•], 2025, and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of our common stock is greater than or equal to $17.50. Once the warrants become exercisable, they may be exercised in accordance with the terms of the warrant agreement until their expiration at 5:00 p.m., Eastern Time, on the expiration date.

The warrants have an exercise price of $12.50 per share. This exercise price does not necessarily bear any relationship to established criteria for valuation of our common stock, such as book value per share, cash flows, or earnings, and you should not consider this exercise price as an indication of the current or future market price of our common stock. There can be no assurance that the market price of our common stock will exceed $12.50 per share at any time on the expiration date of the warrants, [•], 2025, or at any other time the warrants may be exercised. If the warrants only become exercisable on the expiration date and the market price of our common stock on such date does not exceed $12.50 per share, your warrants will be of no value.

There can be no assurance that the 30-day VWAP of our common stock will be greater than or equal to $17.50 at any time prior to the expiration date of the warrants, [•], 2025. As a result, the warrants may become exercisable only on the expiration date. If the warrants may be exercised only on the expiration date and you do not exercise your warrants on that date, your warrants will expire and be of no value.

No warrants will be exercisable unless at the time of exercise a prospectus relating to our common stock issuable upon exercise of the warrants is current and the common stock has been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Under the terms of the warrant agreement, we have agreed to meet these conditions and use our best efforts to maintain a current prospectus relating to common stock issuable upon exercise of the warrants until the expiration of the warrants. However, we cannot assure you that we will be able to do so, and if we do not maintain a current prospectus related to the common stock issuable upon exercise of the warrants, holders will be unable to exercise their warrants and we will not be required to settle any such warrant exercise. If the prospectus relating to the common stock issuable upon the exercise of the warrants is not current or if the common stock is not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside, we will not be required to net cash settle or cash settle the warrant exercise, the warrants may have no value, the market for the warrants may be limited and the warrants may expire worthless.

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AnQUESTIONS ~~active~~AND ~~trading~~ANSWERS ~~market~~ABOUT ~~for~~THE ~~our warrants~~RIGHTS ~~may not develop.~~OFFERING

~~Prior~~The tofollowing ~~this~~is ~~offering,~~a ~~there~~brief ~~has~~summary ~~been~~of ~~no public market for our warrants. We have applied for listing~~ the ~~warrants~~terms onof the ~~NYSE~~Rights ~~American and expect trading to commence on or around [•], 2020 under the symbol LGL WS~~Offering. ~~Even~~Please ifsee ~~the~~“The ~~warrants~~Subscription ~~are~~Rights ~~approved~~Offering” for ~~listing~~a onmore ~~the~~detailed ~~NYSE~~description ~~American,~~of ~~an active trading market for our warrants may not develop or be sustained. If an active market for our warrants does not develop, it may be difficult for you to sell~~ the ~~warrants~~ ~~without~~matters ~~depressing~~described ~~the market price for such securities~~below.

~~Holders~~What ofis ~~our~~a ~~warrants will have no~~ rights ~~as a common stockholder until such holders exercise their warrants and acquire shares of our common stock.~~offering?

~~Until~~A ~~warrant~~rights ~~holders acquire~~offering ~~shares~~is ofa ~~our~~distribution ~~common~~of ~~stock~~subscription ~~upon~~rights ~~exercise~~on ofa ~~the~~pro ~~warrants,~~rata ~~warrant~~basis ~~holders~~to ~~will~~stockholders ~~have~~of noa ~~rights~~company. ~~with~~We ~~respect~~will distribute to ~~the~~holders ~~shares~~ of our ~~common~~Common ~~stock~~Stock ~~underlying~~as ~~such~~of ~~warrants.~~the ~~Upon~~Record ~~the~~Date, ~~acquisition~~at ofno ~~shares~~charge, ofone ~~our~~transferable ~~common~~Right ~~stock~~for ~~upon~~each ~~exercise~~share of ~~the~~Common ~~warrants,~~ Stock held as of the ~~holders~~Record ~~thereof~~Date. ~~will~~Any beRights ~~entitled~~you toreceive ~~exercise~~based on the ~~rights~~shares of aour ~~common~~Common ~~stockholder~~Stock ~~only~~held asby toyou ~~matters~~on ~~for~~the ~~which~~Record ~~the~~Date ~~record~~may ~~date for~~be ~~the~~retained ~~matter~~by ~~occurs~~you ~~after~~and ~~the~~exercised ~~exercise~~or ~~date~~transferred prior to the expiration of the ~~warrants~~Rights Offering.

~~Adjustments~~What toare the ~~exercise~~record ~~price of~~and ~~the~~distribution ~~warrants,~~dates ~~or the number of shares of common stock~~ for ~~which~~ the ~~warrants~~Rights are exercisable, following certain corporate events may not fully compensate warrant holders for the value they would have received if they held the common stock underlying the warrants at the time of such events.Offering?

~~The~~Each ~~warrants~~holder ~~provide for~~of ~~adjustments~~record ~~to the exercise price~~ of ~~the~~shares ~~warrants following a number~~ of ~~corporate events, including (i)~~ our ~~issuance~~Common ofStock ~~a stock~~as ~~dividend or the subdivision or combination~~ of ~~our~~5:00 ~~common stock~~p.m., ~~(ii)~~Eastern ~~our~~Time, ~~issuance of rights~~on , ~~options~~2026 orwill ~~warrants~~be entitled to ~~purchase our~~receive ~~common~~Rights ~~stock~~on ~~at a price below~~ the ~~10-day~~Rights ~~VWAP~~Distribution ~~of our common stock~~Date, ~~(iii)~~which awill ~~distribution~~be of5:00 ~~capital stock of the Company or any subsidiary other than our common stock~~p.m., ~~rights~~Eastern ~~to acquire such capital stock~~Time, ~~evidences of indebtedness or assets, (iv) our issuance of a cash dividend~~ on ~~our common stock~~ , ~~and (v) certain tender offers for our common stock by the Company or one or more of our wholly-owned subsidiaries~~2026. The warrants also provide for adjustments to the number of shares of common stock for which the warrants are exercisable following our issuance of a stock dividend or the subdivision or combination of our common stock. Any adjustment made to the exercise price of the warrants or the number of shares of common stock for which the warrants are exercisable following a corporate event in accordance with these provisions may not fully compensate warrant holders for the value they would have received if they held the common stock underlying the warrants at the time of the event.

~~The~~Are ~~prices~~there ofother ~~our~~key ~~common~~dates ~~stock have~~relating ~~fluctuated considerably and are likely~~ to ~~remain volatile, in part due to~~ the ~~limited~~Rights ~~market for our securities.~~Offering?

~~From January 1, 2020, through October 1, 2020, the high and low sales price for our common stock was $16~~Yes.55 ~~and~~Below ~~$7.36, respectively. There~~ is a ~~limited~~list ~~public market for our common stock, and we cannot provide assurances that a more active trading market will develop or be sustained. As a result~~ of ~~low~~the ~~trading~~key ~~volume~~dates infor ~~our common stock,~~ the ~~purchase~~Rights orOffering ~~sale~~ of awhich ~~relatively~~you ~~small~~should ~~number of securities could result in significant price fluctuations and it may~~ be ~~difficult for holders to sell their securities without depressing the market price for such securities~~aware.

Date	Event
, 2026	Record Date for the Rights Offering
, 2026	Rights Distribution Date
, 2026	Rights Offering commencement and trading date; Rights expected to begin trading on the NYSE American under the symbol “LGL RT”
, 2026	Deadline for delivery of instructions for sale or transfer of subscription rights certificate
, 2026	Expiration Date. The Rights Offering will expire at 5:00 p.m., Eastern Time, on , 2026, unless extended by our Board
, 2026	Deadline for delivery of rights certificates, notices of guaranteed delivery and payment of Subscription Price
, 2026	Deadline for delivery of subscription certificates pursuant to notices of guaranteed delivery

What are the Rights?

Each Right entitles its holder, when exercised, to purchase one share of our Common Stock at the Subscription Price. The Subscription Price will be determined by our Board (or a pricing committee of the Board) shortly before the commencement of the Rights Offering. 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 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, subject to adjustment and final Board approval.

How will the Subscription Price be determined?

The Subscription Price will be determined by our Board (or a pricing committee of the Board) shortly before the commencement of the Rights Offering based on, among other factors, the prevailing market price of our Common Stock, discounts to market prices used in similar rights offerings, general market conditions, trading volatility of our shares, the amount of net proceeds that we wish to raise, and the likelihood that this price will attract the maximum number of stockholders to participate in the Rights Offering in a timely fashion. Although we currently expect the Subscription Price 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 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, the final Subscription Price may differ from expectation.

What do I have to do to receive Rights?

Nothing. Holders of our Common Stock as of the Record Date are not required to pay any cash or deliver any other consideration, or give up any shares of our Common Stock, to receive the Rights distributable to them in the Rights Offering.

What is the basic subscription right?

The basic subscription privilege entitles each holder of one Right to purchase one share of our Common Stock for the Subscription Price.

What is the over-subscription privilege?

We do not expect that all of our stockholders will exercise all of their basic subscription rights. We will therefore extend an over-subscription privilege to each Rights holder who is a stockholder of record as of the Record Date. The over-subscription privilege entitles each Rights holder who is a stockholder of record as of the Record Date, if such holder fully exercises its basic subscription right, to subscribe, at the Subscription Price, for up to that number of shares of our Common Stock that are offered in the Rights Offering but are not purchased by the other Rights holders under their basic subscription right. If you are not a stockholder of record as of the Record Date or if you acquired your Rights in the secondary market, you will not be entitled to the over-subscription privilege in the Rights Offering. See “The Subscription Rights Offering – Subscription Rights; Over-Subscription Privilege”.

What are the other limitations on the over-subscription privilege?

We will be able to satisfy exercises of the over-subscription privilege only if eligible Rights holders subscribe for less than all of the shares of our Common Stock that may be purchased under the basic subscription right. If sufficient shares are available, we will honor the over-subscription requests in full. If over-subscription requests exceed the shares available, we will allocate the available shares ratably among those who over-subscribed in proportion to the number of shares of Common Stock that each Rights holder requested in the over-subscription privilege under the Rights Offering, subject to certain limitations. If you request and pay for more shares than are allocated to you, we will promptly refund that overpayment, without interest.

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~~Additionally,~~How ~~the market~~will ~~prices~~fractional ofRights ~~our~~or ~~common~~shares ~~stock~~of ~~may~~Common ~~continue~~Stock tobe ~~fluctuate~~treated ~~significantly~~ in ~~response to a number of factors, some of which are beyond our control, including~~ the ~~following:~~Rights Offering?

·We ~~General~~will ~~economic~~not ~~conditions~~issue, ~~affecting~~or ~~the~~pay ~~availability~~cash in lieu of, ~~long-term~~any fractional Rights or ~~short-term~~fractional ~~credit~~shares ~~facilities,~~of ~~the~~Common ~~purchasing~~Stock ~~and~~in ~~payment~~the ~~patterns~~Rights ofOffering. ~~our~~Fractional ~~customers,~~Rights or ~~the~~shares ~~requirements~~of ~~imposed~~Common byStock ~~our~~(if ~~suppliers;~~any) will be rounded down.

·When ~~Economic~~will ~~conditions in our industry and in~~ the ~~industries~~Rights ofOffering ~~our~~commence ~~customers~~ and ~~suppliers~~when ~~(including~~will ~~the~~it ~~impact of COVID-19);~~expire?

·The ~~Changes~~Rights inOffering ~~financial~~will ~~estimates~~commence oron , ~~investment~~2026, ~~recommendations~~and will remain open for a sixteen (16) day subscription period. The Rights Offering will expire at 5:00 p.m., Eastern Time, on , 2026, unless we extend it. We may extend the Expiration Date for any reason and for any length of time at the discretion of our Board. However, we may not extend the expiration time of the Rights Offering for more than thirty (30) days past the original sixteen-day subscription period. Accordingly, Rights holders who desire to exercise their Rights must deliver to the Subscription Agent all required documents and payments by ~~securities~~that ~~analysts~~time. ~~relating~~We do not currently intend to ~~our~~extend ~~common~~the ~~stock;~~Expiration Date of the Rights Offering. IF YOU DO NOT EXERCISE YOUR RIGHTS BY THAT TIME, YOUR RIGHTS WILL EXPIRE.

·Is ~~Market~~there ~~reaction~~a tominimum ~~our~~subscription ~~reported~~requirement ~~financial~~or ~~results;~~a standby purchase commitment?

·No. ~~Loss~~There is no minimum number of Rights that must be exercised in connection with the Rights Offering, and we have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. Consequently, the Rights Offering may be completed even if only a ~~major~~small ~~customer;~~portion of the Rights are exercised, unless our Board elects to cancel, abandon or terminate the Rights Offering at any time prior to the consummation of the Right Offering.

·Have ~~Announcements~~any bydirectors us or ~~our~~officers ~~competitors~~indicated ofwhether ~~significant~~they ~~contracts,~~intend ~~acquisitions,~~to ~~strategic partnerships, joint ventures or capital commitments; and~~participate?

·Marc ~~Changes~~Gabelli, our Executive Chairman, has informed us that, based on his current plans, he intends to participate in ~~key~~the ~~personnel~~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 on the same terms available to all stockholders.

~~Our~~Are ~~officers,~~there ~~directors~~any ~~and~~conditions ~~10% or~~to ~~greater stockholders have significant voting power and may vote their shares in a manner that is not in~~ the ~~best~~Rights ~~interest of other stockholders.~~distribution?

~~Our~~The ~~officers,~~completion ~~directors and 10% or greater stockholders control approximately 36.5%~~ of the ~~voting~~Rights ~~power~~distribution ~~represented~~is bysubject ~~our~~to ~~outstanding~~the ~~shares~~satisfaction of ~~common stock~~certain ~~as of June 30~~conditions, ~~2020.~~including Ifthe ~~these stockholders act together, they may be able to exert significant control over our management and affairs requiring stockholder~~ approval, ~~including approval~~ of ~~significant~~the ~~corporate~~NYSE ~~transactions.~~American ~~This~~for ~~concentration of ownership may have~~ the ~~effect~~listing of ~~delaying~~the orRights ~~preventing a change in control~~ and ~~might adversely affect the market price of~~ our ~~common~~ ~~stock.~~Board ~~This concentration of ownership may~~ not behaving in terminated the ~~best~~Rights ~~interests~~distribution ofprior ~~all~~to ofthe ~~our~~Rights ~~stockholders~~Distribution Date.

~~Provisions~~Can inyou ~~our~~terminate ~~corporate charter documents and under Delaware law could make an acquisition of~~ the ~~Company~~Rights ~~more difficult, which acquisition may be beneficial to stockholders.~~Offering?

~~Provisions~~Yes. inOur ~~our certificate~~Board ofmay ~~incorporation~~determine ~~and~~to ~~by-laws,~~abandon asthe ~~well~~Rights asdistribution ~~provisions~~at ofany ~~the~~time ~~General~~prior ~~Provisions~~to inthe ~~our~~Rights ~~certificate~~Distribution ofDate, ~~incorporation~~ and ~~by-laws~~, aseven ~~well~~after ~~as provisions of~~ the ~~General~~Rights ~~Corporation~~have ~~Law~~been ~~of the State of Delaware (“DGCL”)~~distributed, may ~~discourage,~~also ~~delay or~~determine ~~prevent~~to aabandon ~~merger, acquisition or other change in control of~~ the ~~Company,~~Rights ~~even~~Offering ifprior ~~such a change in control would be beneficial~~ to ~~our~~its ~~stockholders.~~commencement ~~These~~or ~~provisions~~terminate ~~include prohibiting our stockholders from fixing~~ the ~~number~~Rights ofOffering ~~directors,~~following ~~and~~its ~~establishing advance~~commencement ~~notice requirements~~ for ~~stockholder~~any ~~proposals~~reason ~~that~~before ~~can~~the beExpiration ~~acted~~Date. onin ~~at stockholder meetings and nominations to~~ our ~~board of~~sole ~~directors (the “Board”)~~discretion.

~~Additionally,~~If ~~Section 203~~you ofterminate the ~~DGCL~~Rights prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stockOffering, ~~unless~~will ~~the~~my ~~merger~~subscription orpayment ~~combination~~be isrefunded ~~approved~~to ~~in a prescribed manner. We have not opted out of the restrictions under Section 203, as permitted under DGCL.~~me?

Yes. If we terminate the Rights Offering, the Subscription Agent will return promptly all subscription payments received by it. We will not pay interest on, or deduct any amounts from, subscription payments if we terminate the Rights Offering.

If I purchase Rights in the market and you terminate the Rights Offering, will I be reimbursed for the price I paid to purchase my Rights?

No. If you purchase Rights in the market and we terminate the Rights Offering at any time, you will incur the loss of the entire price you paid to acquire your Rights.

Why are you conducting the Rights Offering and how will you use the proceeds received from the Rights Offering?

We are conducting the Rights Offering to raise capital to support our efforts to continue to increase earnings and stockholder return while preserving a pro rata participation opportunity for all stockholders. We currently expect to use the net proceeds from the Rights Offering for potential acquisitions, strategic investments, investment in a strategic RF or defense-related funds or platforms, working capital, capital expenditures and general corporate purposes. Consistent with recent public statements by management, we may use proceeds to advance broader defense technology and resilient infrastructure strategy, including opportunities related to precision timing and frequency and adjacent critical technologies. See “Use of Proceeds” for a more detailed description.

How many shares of your Common Stock do you expect to be outstanding following the Rights Offering?

Assuming that all of the Rights offered hereby are exercised into shares of Common Stock, we will have outstanding 13,080,870 shares of our Common Stock immediately following the completion of the Rights Offering.

How do I exercise my Rights?

Subscription materials, including subscription rights certificates, will be made available to holders upon the commencement of the Rights Offering. Each record holder who wishes to exercise the basic subscription right under its Rights should properly complete and sign the applicable Rights certificate and deliver the Rights certificate together with payment of the Subscription Price for each share of our Common Stock subscribed for to the Subscription Agent before the Expiration Date. Each record holder who further wishes to exercise the over-subscription privilege under its Rights must also include payment of the Subscription Price for each share of our Common Stock subscribed for under the over-subscription privilege (provided that such holder's Rights were not acquired in the secondary market). We recommend that any Rights holder who uses the United States mail to effect delivery to the Subscription Agent use insured, registered mail with return receipt requested.

How may I pay the Subscription Price?

Your cash payment of the Subscription Price must be made by wire transfer of immediately available funds, check directly to the account maintained by the Subscription Agent, or bank draft drawn upon a U.S. bank payable to the Subscription Agent. If you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials at least five business days prior to the expiration of the Rights Offering.

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~~Risks~~To ~~Related~~whom toshould ~~Our~~I ~~Business~~send forms and ~~Industry~~ payments?

WeYou ~~are~~should ~~dependent~~send onyour asubscription ~~single~~rights ~~line~~ certificate and payment for shares of ~~business.~~Common Stock subscribed for and any other required documentation to Computershare, the Subscription Agent for the offering, as follows:

~~Prior~~If todelivering ~~our~~by ~~September 2016~~first ~~acquisition~~class of PTF, we were engaged only in the design, manufacture and marketing of standard and custom-engineered electronic components that are used primarily to control the frequency or timing of signals in electronic circuits. Although our acquisition of PTF added an additional product line of electronic instruments that includes highly engineered products for the generation of time and frequency references for synchronization and control, until we see significant growth from the PTF electronic instruments product line or develop or acquire additional product lines we will remain dependent on our electronic components line of business. Virtually all of our 2019 and 2018 revenues came from sales of electronic components, which consist of packaged quartz crystals, oscillator modules, electronic filters and integrated modules. We expect that this product line will continue to account for substantially all of our revenues in 2020.mail:

~~Given~~Computershare ~~our~~c/o ~~reliance on~~Voluntary ~~this~~Corporate single line of business, any decline in demand for this product line or failure to achieve continued market acceptance of existing and new versions of this product line may harm our business and our financial condition. Additionally, unfavorable market conditions affecting this line of business would likely have a disproportionate impact on us in comparison with certain competitors, who have more diversified operations and multiple lines of business. Should this line of business fail to generate sufficient sales to support ongoing operations, there can be no assurance that we will be able to develop alternate business lines.Actions

~~Our~~COY: ~~operating results vary significantly from period to period.~~LGL

~~We experience fluctuations in our operating results~~P. Some of the principal factors that contribute to these fluctuations include: changes in demand for our products; our effectiveness in managing manufacturing processes, costs and inventory; our effectiveness in engineering and qualifying new product designs with our OEM customers and in managing the risks associated with offering those new products into production; changes in the cost and availability of raw materials, which often occur in the electronics manufacturing industry and which affect our margins and our ability to meet delivery schedules; macroeconomic and served industry conditions; and events that may affect our production capabilities, such as labor conditions and political instabilityO. In addition, due to the prevailing economic climate and competitive differences between the various market segments which we serve, the mix of sales between our communications, networking, aerospace, defense, industrial and instrumentation market segments may affect our operating results from period to period.Box 43011

~~For the years ended December 31~~Providence, ~~2019~~RI and 2018 and the six month period ended June 30, 2020, we had net income of approximately $ 7,016,000 (including a $3,107,000 tax benefit), $1,405,000, and $438,000, respectively. Our revenues are derived primarily from MtronPTI, whose future rate of growth and profitability are highly dependent on the development and growth of demand for our products in the communications, networking, aerospace, defense, instrumentation and industrial markets, which are cyclical. We cannot be certain whether we will generate sufficient revenues or sufficiently manage expenses to sustain profitability.02940-3011

If delivering by registered, certified or express mail, or overnight courier:

Computershare c/o Voluntary Corporate Actions

COY: LGL

150 Royall Street, Suite V

Canton, MA 02021

What should I do if I want to participate in the Rights Offering but my shares of Common Stock are held in the name of my broker or a custodian bank on the Record Date?

We will ask brokers, dealers and nominees holding shares of our Common Stock on behalf of other persons to notify these persons of the Rights Offering. Any beneficial owner wishing to sell or exercise its Rights will need to have its broker, dealer or nominee act on its behalf. Additionally, brokers, dealers and nominees holding shares of our Common Stock on behalf of other persons are advised to notify those persons that purchased Rights in the secondary market that such Rights will not be entitled to participate in any over-subscription privilege.

Will I be charged any fees if I exercise my Rights?

We will not charge a fee to holders for exercising their Rights. However, any holder exercising its Rights through a broker, dealer or nominee will be responsible for any fees charged by its broker, dealer or nominee.

Are there any conditions to the consummation of the Rights offering?

There are no conditions to the consummation of the Rights offering. However, we reserve the right to reject your exercise of Rights if your exercise is not in accordance with the terms of the Rights Offering or in proper form. Neither we nor the Subscription Agent will have any duty to notify you of a defect or irregularity in your exercise of Rights. We will not be liable for failing to give you that notice. We will also not accept your exercise of Rights if our issuance of shares of Common Stock pursuant to your exercise would be unlawful under state or federal securities laws.

May I transfer my Rights if I do not want to purchase any shares?

Yes. The Rights being distributed to holders of our Common Stock are transferable, and we expect that they will begin trading 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” and will cease trading at or shortly before the Expiration Date. However, we cannot assure you that a trading market for the Rights will develop. If you transfer your Rights, the person to whom you have transferred the Rights must exercise the Rights prior to the expiration of the Rights Offering, or the Rights will terminate.

Am I required to subscribe in the Rights Offering?

No. However, any holder of Rights who chooses not to exercise its Rights, and the Rights Offering is fully subscribed and completed, will experience significant dilution in its current ownership percentage of our outstanding shares of Common Stock.

What happens if I choose not to exercise my Rights?

You will retain your current number of shares of our Common Stock held directly by you even if you do not exercise your Rights. If you choose not to exercise your Rights, then the percentage of our Common Stock held directly by you will decrease. However, even if you choose to exercise your Rights in full, your percentage ownership of our Common Stock held directly by you will still decrease. The magnitude of the reduction will depend upon the extent to which Rights holders exercise their basic subscription rights and over-subscription privileges.

Am I required to exercise my Rights in full or may I exercise my Rights in part?

You may choose to exercise any number of the Rights you receive, or you may choose not to exercise any of your subscription rights. However, in order to exercise your over-subscription privilege, you must first exercise your basic subscription rights in full.

What if I fail to exercise or sell my Rights prior to the Expiration Date?

Any Rights that have not been exercised prior to the Expiration Date will be null and void and will have no value. Accordingly, by failing to exercise or sell your Rights prior to the Expiration Date, you will relinquish any value inherent in the Rights, even if such Rights were purchased on the NYSE American during the trading period.

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WeIf ~~have~~I aexercise ~~large~~Rights ~~customer~~in ~~that accounts~~the ~~for~~Rights ~~a significant portion of our revenues~~Offering, ~~and~~may ~~the~~I ~~loss~~cancel ~~of this customer,~~ or ~~decrease~~change inmy ~~its demand for our products, could have a material adverse effect on our results.~~decision?

~~In 2019, our largest customer, an electronics contract manufacturing company, accounted for $5,522,000, or 17~~No.~~3%,~~ ofAll ~~the~~exercises ~~Company’s total revenues compared to $4,436,000, or 17.8%, in 2018. In 2019, the Company’s second largest customer, a defense contract manufacturer, accounted for $3,187,000, or 10.0%,~~ of ~~the~~Rights ~~Company’s~~are ~~total revenues compared to $1,617,000, or 7~~irrevocable.~~2%,~~ inSee ~~2018.~~“The ~~During~~Subscription ~~the six~~Rights ~~months~~Offering ~~ended~~- ~~June~~No ~~30,~~Revocation ~~2020, our largest customer and second largest customer represented $2,750,000, or 17.5%, and $2,639,000, or 16.8%,~~ of ~~the~~Exercised ~~Company’s total revenues, respectively~~Rights. ~~The loss of either of these customers, or a decrease in their demand for our products, could have a material adverse effect on our results.~~”

AIf ~~relatively~~I ~~small~~exercise ~~number~~my ofRights, ~~customers account~~when ~~for~~will aI ~~significant~~receive ~~portion of our accounts receivable, and~~ the ~~insolvency~~shares offor ~~any~~which ofI ~~these customers could~~ have ~~a material adverse impact on our liquidity.~~subscribed?

AsWe ofwill ~~June~~issue ~~30,~~the ~~2020, four~~shares of our ~~largest~~Common ~~customers~~Stock ~~accounted~~ for ~~approximately~~which ~~$1,708,000,~~subscriptions orhave ~~37%,~~been ofproperly ~~accounts~~delivered ~~receivable.~~to Asthe ofSubscription ~~December~~Agent ~~31,~~prior ~~2019, four~~to ofthe ~~our~~Expiration ~~largest~~Date as ~~customers~~soon ~~accounted~~as ~~for~~practicable ~~approximately~~following ~~$1,841,000,~~the orExpiration ~~40%, of accounts receivable~~Date. As of December 31, 2018, four of our largest customers accounted for approximately $1,043,000, or 30%, of accounts receivable. The insolvency of any of these customers could have a material adverse impact on our liquidity.

~~Our~~Is ~~order~~exercising ~~backlog~~my ~~may~~Rights ~~not be indicative of future revenues.~~risky?

~~Our~~Yes. ~~order~~The ~~backlog is~~exercise ~~comprised~~ of ~~orders~~your ~~that~~Rights ~~are~~involves ~~subject~~risks ~~to specific production release, orders under written contracts, oral~~ and ~~written~~you ~~orders from~~should ~~customers~~carefully ~~with~~consider ~~which~~the werisks ~~have~~described ~~had~~under ~~long-standing~~the ~~relationships~~heading ~~and~~“Risk ~~written~~Factors” ~~purchase~~in ~~orders~~this ~~from~~prospectus, ~~sales~~as ~~representatives.~~well ~~Our~~as ~~customers may~~in ~~order~~our ~~products~~periodic ~~from~~reports ~~multiple sources to ensure timely delivery when backlog is particularly long~~ and ~~may~~other ~~cancel~~documents orincorporated ~~defer~~by ~~orders without~~reference ~~significant~~herein, ~~penalty.~~before ~~They~~you ~~also~~make ~~may cancel orders when business is weak and inventories are excessive. As~~ a ~~result,~~decision ~~we cannot provide assurances~~ as to the ~~portion~~exercise of ~~backlog~~your ~~orders~~Rights to bedetermine ~~filled~~whether inan ainvestment ~~given~~in ~~year, and~~ our ~~order~~securities ~~backlog~~is asappropriate ~~of any particular date may not be representative of actual revenues~~ for ~~any subsequent period~~you.

WeHave ~~are~~you aor ~~holding~~your ~~company~~Board ~~and, therefore,~~made ~~are~~a ~~dependent~~recommendation ~~upon~~as ~~the~~to ~~operations~~whether ofI ~~our~~should ~~subsidiaries~~exercise toor ~~meet~~transfer ~~our~~my ~~obligations.~~Rights?

WeNo. ~~are~~Neither awe ~~holding company~~nor ~~that~~our ~~transacts~~Board ~~business~~has ~~through~~made ~~our~~any ~~operating~~recommendation ~~subsidiaries. Our~~as ~~primary~~to ~~assets~~whether ~~are~~you ~~cash~~should ~~and~~exercise ~~cash~~or ~~equivalents,~~transfer ~~marketable securities,~~your ~~the~~Rights. ~~shares~~You ofshould ~~our~~decide ~~operating~~whether ~~subsidiaries~~to ~~and~~transfer ~~intercompany~~your ~~loans. Should~~Rights, ~~our~~subscribe ~~cash~~for ~~and~~shares ~~cash~~of ~~equivalents~~our beCommon ~~depleted~~Stock, ~~our~~ ~~ability~~or tosimply ~~meet~~take ~~our~~no ~~operating~~action ~~requirements~~with ~~and~~respect to ~~make~~your ~~other~~Rights, ~~payments~~based ~~will depend~~ on ~~the~~your ~~surplus~~own ~~and~~assessment ~~earnings~~ of ~~our~~your ~~subsidiaries and~~best ~~their ability to pay dividends or to advance or repay funds~~interests.

What are the U.S. federal income tax consequences of the Rights distribution and the Rights Offering to me?

The Rights Offering is intended to be treated as a non-taxable distribution under Section 305(a) of U.S. Internal Revenue Code of 1986, as amended (the “Code”). Assuming that no gain or loss is recognized by, and no amount is otherwise included in the income of, holders of Common Stock as a result of the Rights Offering, the exercise of such Rights pursuant to the Rights Offering will not be a taxable event to such holders. A holder will generally recognize capital gain or loss upon the sale or exchange of its Rights prior to exercise. This position is not binding on the IRS, or the courts, however and that treatment depends in part on whether the Rights Offering is treated as part of a “disproportionate distribution” (including under Section 305(b) of the Code). If this Rights Offering is deemed to be part of a “disproportionate distribution” under Section 305 of the Code, your receipt of the Rights in this Offering may be treated as the receipt of a taxable distribution to you equal to the fair market value of the Rights. Any such distribution would be treated as dividend income to the extent of our current and accumulated earnings and profits, if any, with any excess being treated as a return of capital to the extent thereof and then as capital gain. For a discussion of the U.S. federal income tax considerations of the Rights Offering and the ownership of Rights, please see the section entitled “Material U.S. Federal Income Tax Consequences.”

What should I do if I have other questions?

If you need assistance regarding the submission of subscriptions, please contact [email protected].

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~~Our~~RISK future rate of growth and profitability are highly dependent on the development and growth of the communications, networking, aerospace, defense, instrumentation and industrial markets, which are cyclical.FACTORS

InYou ~~2019~~should ~~and~~carefully ~~2018,~~ consider the ~~majority~~specific ofrisks ~~our~~described ~~revenues~~below, ~~were~~the ~~derived~~risk ~~from~~factors ~~sales~~described toin ~~manufacturers~~our ofAnnual ~~equipment~~Report ~~for~~on ~~the~~Form ~~defense,~~10-K ~~aerospace, instrumentation and industrial markets~~ for ~~frequency~~the ~~and~~year ~~spectrum~~ended ~~control~~December ~~devices~~31, ~~including indirect sales through distributors and contract manufacturers. During 2020~~2025, wethe ~~expect~~risk afactors ~~significant~~described ~~portion~~under ofthe ~~our~~caption “Risk ~~revenues~~Factors” in toany ~~continue~~applicable toprospectus beand ~~derived~~any ~~from~~risk ~~sales~~factors toset ~~these~~forth ~~manufacturers.~~in ~~Often OEMs~~our ~~and~~ other ~~service~~filings ~~providers~~with ~~within~~the ~~these~~SEC ~~markets~~made ~~have~~pursuant ~~experienced~~to ~~periods~~Sections of13(a), ~~capacity~~13(c), ~~shortage and periods of excess capacity~~14, as ~~well as periods of either high~~ or ~~low~~15(d) ~~demand for their products. In periods~~ of ~~excess~~the ~~capacity~~Exchange ~~or low demand~~Act, ~~purchases~~which ofare ~~capital equipment~~incorporated ~~may~~by bereference ~~curtailed~~herein, ~~including~~before ~~equipment~~making ~~that~~an ~~incorporates~~investment ~~our products~~decision. AEach ~~reduction~~of inthe ~~demand~~risks ~~for~~described ~~the~~below ~~manufacture~~ and ~~purchase of~~in ~~equipment for~~ these ~~markets,~~documents ~~whether due to cyclical, macroeconomic or other factors, or due to our reduced ability to compete based on cost or technical factors,~~ could ~~substantially~~materially ~~reduce our net sales~~ and ~~operating results and~~ adversely affect our ~~financial condition. Moreover~~business, iffinancial ~~these markets fail to grow as expected~~condition, weresults ~~may~~of beoperations ~~unable~~and ~~to maintain or grow our revenues. The multiple variables which affect the communications~~prospects, ~~networking, aerospace, defense, instrumentation~~ and ~~industrial~~could ~~markets~~result ~~for~~in ~~our~~a ~~products, as~~partial ~~well~~or ascomplete ~~the~~loss ~~number~~ of ~~parties~~your ~~involved in the supply chain and manufacturing process, can impact inventory levels and lead to supply chain inefficiencies~~investment. AsSee “Incorporation ~~a result~~ of ~~these~~Certain ~~complexities,~~Documents weby ~~have~~Reference” ~~limited~~and “Where ~~visibility~~You toCan ~~forecast~~Find ~~revenue~~More ~~projections accurately for the near and medium-term timeframes~~Information.”

The ~~market~~Rights ~~share of our customers in the communications, networking, aerospace, defense, instrumentation and industrial markets~~ may ~~change~~not ~~over~~have ~~time,~~any ~~reducing the potential~~ value ~~of our relationships with our existing customer base~~.

WeThe ~~have~~Rights ~~developed long-term~~will ~~relationships~~expire ~~with~~at ~~our~~5:00 ~~existing~~p.m., ~~customers~~Eastern Time, ~~including~~on ~~pricing~~the ~~contracts,~~Expiration ~~custom~~Date. ~~designs~~There ~~and~~can ~~approved~~be ~~vendor~~no ~~status. If these~~assurance ~~customers~~that ~~lose~~the market ~~share~~price toof ~~other~~our ~~equipment~~Common ~~manufacturers~~Stock inwill exceed the ~~communications,~~Subscription Price ~~networking,~~at ~~aerospace,~~any ~~defense,~~time ~~instrumentation and~~during ~~industrial~~the ~~markets~~Exercise ~~with~~Period ~~whom~~or weon dothe ~~not~~Expiration ~~have~~Date. ~~similar~~If ~~relationships,~~the market price of our ~~ability~~Common toStock ~~maintain~~does ~~revenue,~~not ~~margin~~exceed orthe ~~operating~~Subscription Price, ~~performance may~~your Rights will be ~~adversely~~of ~~affected~~no value.

WeStockholders ~~may~~who ~~make~~do ~~acquisitions that are~~ not ~~successful,~~exercise ortheir weRights ~~may~~will ~~fail~~experience ~~to integrate acquired businesses into our operations properly~~significant dilution.

WeIf ~~intend~~you todo ~~continue exploring~~not ~~opportunities~~exercise toyour ~~buy~~basic ~~other~~subscription ~~businesses~~rights orin ~~technologies~~full ~~that~~and ~~could~~the ~~complement,~~Rights ~~enhance,~~Offering oris ~~expand~~fully ~~our~~subscribed ~~current~~and ~~business or~~completed, ~~product~~you ~~lines,~~will orexperience ~~that~~significant ~~might~~dilution ~~otherwise~~in ~~offer~~your uscurrent ~~growth~~ownership ~~opportunities.~~percentage Weof ~~may~~our ~~have~~outstanding ~~difficulty~~shares ~~finding~~of ~~such~~Common ~~opportunities or, if such opportunities are identified, we may not be able to complete such transactions for reasons including a failure to secure necessary financing~~Stock.

Stockholders who do not exercise or sell their Rights prior to the Expiration Date will relinquish any value inherent in the Rights.

The Rights Offering will commence on , 2026, and will remain open for a sixteen (16)-day period, during which you may exercise or sell your Rights. The Rights Offering will expire at 5:00 p.m., Eastern Time, on , 2026, unless extended by our Board in its sole discretion. Any Rights that are not exercised or sold prior to the expiration of the Rights Offering will be null and void and will have no value. Accordingly, if you do not exercise or sell your Rights prior to the Expiration Date, you will relinquish any value inherent in the Rights.

The Subscription Price determined for this offering may not reflect the value of the Company.

The Subscription Price will be determined shortly before commencement of the Rights Offering by our Board (or a pricing committee of the Board) based on, among other factors, the prevailing market price of our Common Stock, discounts to market prices used in similar rights offerings, general market conditions, trading volatility of our shares, and the amount of net proceeds that we wish to raise, and the likelihood that this price will attract the maximum number of stockholders to participate in the Rights Offering in a timely fashion. Although we currently expect the Subscription Price 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 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, the final Subscription Price may not bear any relationship to the book value of our assets, historic or future cash flows, financial condition or any other established criteria of value, and you should not regarding the Subscription Price as any indication of the value of the Common Stock. Our Board is not making any recommendations regarding your exercise of the Rights, and we did not receive a fairness opinion from a financial advisor in determining the Subscription Price or the terms of the Rights Offering.

After the date of this prospectus, our Common Stock may trade at prices significantly below the Subscription Price. As a result, you may not be able to recover your investment in the shares of our Common Stock by selling them.

The contemplated Subscription Price may represent only a modest discount to the market price, which could reduce participation in the Rights Offering.

Unlike a highly discounted or backstopped rights transaction, the structure contemplated by this prospectus is designed around a modest discount. If the market price of our Common Stock remains volatile, declines below the Subscription Price or does not otherwise make the Rights economically attractive, stockholders may choose not to exercise their Rights. As a result, we may raise substantially less capital than the maximum amount contemplated by this prospectus.

Because there is no minimum subscription requirement and no standby or back-up commitment to purchase Rights, the proceeds from the Rights Offering are uncertain and not assured.

We do not intend to condition consummation of the Rights Offering on receipt of any minimum amount of subscriptions and, as of the date of this prospectus, we have not entered into a binding standby, backstop or similar commitment to purchase Rights that are not exercised in the Rights Offering. Consequently, we may complete the Rights Offering even if subscriptions are received for only a small portion of the shares offered. If participation is limited, the Rights Offering may not provide the capital or strategic flexibility we currently expect, while still requiring us to incur offering expenses and devote management attention to execution. Marc Gabelli, our Executive Chairman, has informed us of his current intent 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. However, he has not entered into any binding commitment or agreement in this regard. In addition, if Mr. Gabelli and other insiders participate and a significant portion of our other stockholders do not, insider ownership may increase as a percentage of our outstanding shares, which could enhance insiders’ influence over the election of directors, strategic transactions, capital allocation decisions and other matters submitted to stockholders.

The trading price for the Rights may bear little or no relationship to traditional valuation methods, or to the market price of our Common Stock, and therefore the trading price of the Rights may fluctuate significantly following their issuance.

The trading price of the Rights may have little or no relationship to, and may be significantly lower, or at times higher, than the price that would otherwise be established using traditional indicators of value, such as our future potential revenues, earnings, cash flows, prospects, and other financial and operating information, or multiples thereof; market prices of securities and other financial and operating information of companies in the electronics and merchant investment industries or adjacent markets; and the views of research analysts. Potential investors should not buy Rights in the open market unless they are willing to take the risk that the trading price of the Rights could fluctuate and decline significantly.

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~~Any~~An ~~transactions that~~active wetrading ~~are~~market ~~able~~for toour ~~identify~~Rights ~~and complete~~ may ~~involve~~not ~~a number of risks, including:~~develop.

·Prior ~~The~~to ~~diversion~~this ofoffering, there has been no public market for our ~~management’s~~Rights. ~~attention~~We ~~from~~have applied for listing the ~~management~~Rights on ofthe ~~our~~NYSE ~~existing~~American ~~business~~and expect trading to commence on or about , 2026 under the ~~integration~~symbol of“LGL RT.” Even if the ~~operations~~Rights are ~~and~~approved ~~personnel~~for oflisting on the ~~acquired~~NYSE American, an active trading market for our Rights may not develop or ~~combined~~be ~~business~~sustained. We know of no third party that currently intends to make a market in the Rights. If an active market for our Rights does not develop or ~~joint~~is ~~venture;~~not sustained, it may be difficult for you to sell the Rights without depressing the market price for such securities.

·You ~~Material~~may ~~business~~not ~~risks~~revoke ~~not~~your ~~identified~~Rights inexercise ~~due~~and ~~diligence;~~could be committed to buying shares above the prevailing market value of our Common Stock.

·Once ~~Possible~~you ~~adverse~~exercise ~~effects~~your onbasic subscription rights and any over-subscription privilege, you may not revoke your exercise and cancel your purchase of shares of Common Stock in the Rights Offering, unless we materially change the terms of the Rights Offering. The public trading market price of our ~~operating~~Common ~~results~~Stock ~~during~~may decline before the ~~integration~~Subscription ~~process;~~Rights expire. If you exercise your Rights and, afterwards, the public trading market price of our Common Stock decreases below the Subscription Price, you will have committed to buying shares of our Common Stock at a price above the prevailing market value of our Common Stock. Moreover, you may be unable to sell your shares of Common Stock at a price equal to or greater than the Subscription Price you paid for such shares.

·There ~~Substantial~~may ~~acquisition-related~~be ~~expenses,~~unexpected ~~which~~delays ~~would~~in ~~reduce~~mail ~~our~~processing ~~net~~times ~~income,~~and if ~~any~~you do not act on a timely basis and follow subscription instructions, inyour ~~future~~exercise ~~years;~~of Rights may be rejected.

·If ~~The~~you ~~loss~~wish to exercise your Rights in this Rights Offering, you must act on a timely basis to ensure that all required forms and payments are actually received by the Subscription Agent prior to the Expiration Date. You are responsible for the method of ~~key~~delivery ~~employees~~of subscription rights certificates, any necessary accompanying documents and ~~customers~~payment asof athe ~~result~~Subscription Price to the Subscription Agent. If you fail to complete and sign the required subscription forms, send an incorrect payment amount, or otherwise fail to follow the subscription procedures that apply to your exercise in this offering, the Subscription Agent may, depending on the circumstances, reject your subscription or accept it only to the extent of ~~changes~~the payment received. There may be unexpected delays in ~~management;~~mail ~~and~~processing times. Neither we nor the Subscription Agent undertakes to contact you concerning an incomplete or incorrect subscription form or payment, nor are we under any obligation to correct such forms or payment. We have the sole discretion to determine whether a subscription exercise properly follows the subscription procedures.

·If ~~Our~~we ~~possible~~cancel ~~inability~~the Rights offering, we will not have any obligation to ~~achieve~~you ~~the~~except ~~intended~~to ~~objectives~~return ofyour ~~the~~subscription ~~transaction~~payments.

InIf ~~addition~~we elect to terminate the Rights offering, we ~~may~~ do not behave ~~able~~any obligation with respect to ~~integrate,~~the ~~operate~~Rights except to promptly return, ~~maintain~~without interest or ~~manage~~deduction, ~~successfully~~any orsubscription ~~profitably~~payments we received from you. The Subscription Agent estimates it will take approximately two business days following the termination of the Rights Offering to clear before it is fully credited to the Subscription Agent’s account, ~~our~~except ~~newly~~where ~~acquired~~a ~~operations~~subscription orpayment ~~employees~~has been made by uncertified check. We In such a case, it may ~~not~~take beas ~~able~~long as ten (10) business days to ~~maintain~~return ~~uniform~~the ~~standards~~subscription payment if the Subscription Agent must wait for a check to clear before it is fully credited to the Subscription Agent’s account. Accordingly, ~~controls~~if we terminate the Rights Offering, ~~policies~~you ~~and~~will ~~procedures~~have lost the opportunity to invest your subscription payment in an alternative, and ~~this~~possibly ~~may~~profitable, ~~lead~~investment toduring ~~operational~~the ~~inefficiencies~~time your subscription payment was held by the Subscription Agent.

~~Any~~The oftax ~~these~~treatment ~~difficulties could~~of ~~have~~the aRights ~~material~~Offering ~~adverse~~is ~~effect~~uncertain on ~~our~~whether ~~business,~~the ~~financial~~distribution ~~condition,~~could ~~results~~be oftreated ~~operations~~as ~~and~~a ~~cash~~taxable ~~flows~~event to our stockholders.

IfThe weRights ~~are~~Offering ~~unable~~is intended to ~~introduce innovative~~be ~~products~~treated as a non-taxable distribution under Section 305(a) of the Code. This position is not binding on the IRS, ~~demand~~or ~~for~~the courts, however, and that treatment depends in part on whether the Rights Offering is treated as part of a “disproportionate distribution” under Section 305(b) of the Code. If the Rights Offering is deemed to be part of a “disproportionate distribution,” our ~~products~~stockholders may ~~decrease~~recognize taxable income for U.S. federal income tax purposes in connection with the receipt of the Rights. See the section entitled “Material U.S. Federal Income Tax Consequences” for further information on the treatment of the Rights Offering.

Our ~~future~~management ~~operating results~~will ~~are~~have ~~dependent~~broad ondiscretion ~~our~~in ~~ability~~the touse ~~develop,~~of ~~introduce~~any ~~and~~net ~~market~~proceeds ~~innovative~~from ~~products~~this ~~continually,~~offering ~~to modify existing products, to respond to technological change~~ and tomay ~~customize~~allocate ~~some~~any ofnet ~~our~~proceeds ~~products~~from tothis ~~meet~~Rights ~~customer~~Offering ~~requirements. There are numerous risks inherent~~ in ~~this~~ways ~~process, including the risks~~ that weyou ~~will be unable to anticipate the direction of technological change or that we will be unable to develop~~ and ~~market~~other ~~new~~stockholders ~~products~~may ~~and~~not ~~applications in a timely or cost-effective manner to satisfy customer demand~~approve.

Our ~~markets~~management ~~are~~will ~~highly~~have ~~competitive~~broad discretion in the use of the net proceeds, if any, including for any of the purposes described in the section entitled “Use of Proceeds,” and weyou ~~may~~will ~~lose~~not ~~business~~have the opportunity as part of your investment decision to ~~larger~~assess whether any net proceeds are being used appropriately. Because of the number and ~~better-financed~~variability ~~competitors~~of factors that will determine our use of any net proceeds from the Rights Offering, their ultimate use may vary substantially from their currently intended use. The failure of our management to use these funds, if any, effectively could harm our business.

Our markets are highly competitive worldwide, with low transportation costs and few import barriers. We compete principally on the basis of product quality and reliability, availability, customer service, technological innovation, timely delivery and price. Within the industries in which we compete, competition has become increasingly concentrated and global in recent years.

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~~Many~~USE ofOF our major competitors, some of which are larger than us, and potential competitors have substantially greater financial resources and more extensive engineering, manufacturing, marketing and customer support capabilities. If we are unable to successfully compete against current and future competitors, our operating results will be adversely affected.PROCEEDS

~~Our~~We ~~success~~will ~~depends~~not onreceive any proceeds from the distribution of the Rights. Assuming that all of the Rights offered are exercised in full, the net proceeds from the exercise of the Rights (including exercise of the over-subscription privilege) will be approximately $ million, after deducting our ~~ability to~~estimated ~~retain~~expenses ~~key~~related ~~management~~to ~~and~~this ~~technical~~offering ~~personnel~~including ~~and~~registration, ~~attracting~~legal, ~~retaining~~printing, ~~and~~accounting, ~~training~~listing, ~~new~~and ~~technical~~exercise ~~personnel~~fees.

~~Our~~We ~~future~~currently ~~growth and~~expect ~~success~~to ~~will~~use ~~depend~~the innet ~~large~~proceeds ~~part~~from ~~upon~~this ~~our~~Rights ~~ability~~Offering tofor ~~recruit~~potential ~~highly-skilled~~acquisitions, ~~technical~~strategic ~~personnel~~investments, ~~including~~investment ~~engineers,~~in ~~and to~~a ~~retain~~strategic ~~our~~RF ~~existing~~or ~~management~~defense-related funds or platforms, working capital, capital expenditures and ~~technical~~general ~~personnel~~corporate purposes. ~~The~~Consistent ~~labor~~with ~~markets~~recent inpublic ~~which~~statements by management, we ~~operate~~may ~~are~~use ~~highly~~proceeds ~~competitive~~to advance a broader defense technology and ~~some of~~resilient ~~our~~infrastructure ~~operations~~strategy, ~~are~~including ~~not~~opportunities ~~located~~related into ~~highly~~precision ~~populated~~timing ~~areas~~and frequency and adjacent critical technologies. AsHowever, aas ~~result~~of the date of this prospectus, we ~~may~~have not becommitted ~~able~~the proceeds to ~~recruit~~any ~~and~~specific ~~retain~~acquisition, ~~key~~investment ~~personnel~~or transaction. ~~Our~~ Pending ~~failure~~the toapplication ~~hire~~of the net proceeds, ~~retain~~we ormay ~~adequately~~invest ~~train~~the ~~key~~proceeds ~~personnel~~in ~~could~~short-term, ~~have~~interest-bearing, ainvestment-grade ~~negative~~marketable ~~impact~~securities onor ~~our~~money ~~performance~~market obligations.

We ~~purchase~~cannot ~~certain~~assure ~~key~~you ~~components and~~that ~~raw~~any ~~materials~~of ~~from~~the ~~single~~Rights orwill ~~limited~~be ~~sources~~exercised ~~and~~or ~~could~~that, ~~lose sales~~ if ~~these~~any ~~sources~~Rights ~~fail~~are toexercised, ~~fulfill~~we ~~our~~will ~~needs for any~~use ~~reason, including~~ the ~~inability~~resulting toproceeds ~~obtain~~in ~~these~~a ~~key~~way ~~components~~with orwhich ~~raw~~you ~~materials due to the recent novel coronavirus (COVID-19) outbreak~~agree.

If single-source components or key raw materials were to become unavailable on satisfactory terms, and we could not obtain comparable replacement components or raw materials from other sources in a timely manner, our business, results of operations and financial condition could be harmed. On occasion, one or more of the components used in our products have become unavailable, resulting in unanticipated redesign and related delays in shipments. Recently, the coronavirus outbreak has caused a global pandemic that has disrupted supply chains and the ability to obtain components and raw materials around the world for all companies, including us. We cannot give assurance that we will be able to obtain the necessary components and raw materials necessary to conduct our business during the coronavirus pandemic, and we also cannot give assurance that similar delays will not occur in the future. In addition, our suppliers may be impacted by compliance with environmental regulations including RoHS and Waste Electrical and Electronic Equipment (“WEEE”), which could disrupt the supply of components or raw materials or cause additional costs for us to implement new components or raw materials into our manufacturing processes.

As a supplier to U.S. Government defense contractors, we are subject to a number of procurement regulations and other requirements and could be adversely affected by changes in regulations or any negative findings from a U.S. Government audit or investigation.

A number of our customers are U.S. Government contractors. As one of their suppliers, we must comply with significant procurement regulations and other requirements. We also maintain registration under the International Traffic in Arms Regulations for all of our production facilities. One of those production facilities must comply with additional requirements and regulations for its production processes and for selected personnel in order to maintain the security of classified information. These requirements, although customary within these markets, increase our performance and compliance costs. If any of these various requirements change, our costs of complying with them could increase and reduce our operating margins.

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WePLAN ~~operate~~OF in a highly regulated environment and are routinely audited and reviewed by the U.S. Government and its agencies such as the Defense Contract Audit Agency and Defense Contract Management Agency. These agencies review our performance under our contracts, our cost structure and our compliance with applicable laws, regulations, and standards, as well as the adequacy of, and our compliance with, our internal control systems and policies. Systems that are subject to review include our purchasing systems, billing systems, property management and control systems, cost estimating systems, compensation systems and management information systems. DISTRIBUTION

~~Any~~We ~~costs~~are ~~found to~~distributing beour ~~improperly~~Rights ~~allocated~~directly to aholders ~~specific~~of ~~contract~~our ~~will~~Common ~~not~~Stock beheld ~~reimbursed~~at orthe ~~must~~close beof ~~refunded~~business ifas ~~already~~of ~~reimbursed.~~the IfRecord anDate, ~~audit uncovers~~on ~~improper~~a orpro ~~illegal~~rata ~~activities~~basis, wepursuant ~~may be subject~~ to ~~civil~~the ~~and~~rights ~~criminal~~distribution, ~~penalties~~ and ~~administrative~~have ~~sanctions,~~applied to ~~which may~~list ~~include~~our ~~termination~~Rights ofon ~~contracts,~~the ~~forfeiture~~NYSE ofAmerican ~~profits,~~on ~~suspension~~or ~~of payments~~about , ~~fines~~2026 ~~and~~(the ~~suspension,~~first ortrading ~~prohibition~~day ~~from doing~~following ~~business~~the asRights aDistribution ~~supplier~~Date ~~to contractors who sell products~~ and ~~services to~~ the ~~U.S. Government.~~commencement Indate ~~addition,~~for ~~our~~the ~~reputation could~~Rights beOffering) ~~adversely~~under ~~affected~~the ifsymbol ~~allegations~~“LGL ~~of impropriety were made against us~~RT.”

~~From~~The ~~time~~Rights offered pursuant to ~~time, we~~this ~~may~~Rights ~~also~~Offering beare ~~subject~~being tooffered ~~U.S. Government~~by ~~investigations~~us ~~relating~~directly to ~~our~~all orholders of our ~~customers’~~Common ~~operations~~Stock ~~and~~as ~~products, and~~of ~~are~~the ~~expected~~Record toDate ~~perform~~without inthe ~~compliance~~services ~~with~~of aan ~~vast~~underwriter ~~array~~or ofselling ~~federal~~agent. ~~laws,~~We ~~including~~intend ~~the~~to ~~Truth~~distribute insubscription ~~Negotiations Act~~materials, ~~the~~including ~~False Claims~~subscription rights ~~Act~~certificates, ~~the~~to ~~International~~those ~~Traffic~~persons inthat ~~Arms~~were ~~Regulations~~holders ~~promulgated~~of ~~under~~our ~~the~~Common ~~Arms~~Stock ~~Export~~as ~~Control~~of the ~~Act,~~Record ~~and~~Date. ~~the~~The ~~Foreign~~Rights ~~Corrupt Practices~~entitle ~~Act.~~you Weto ora ~~our~~basic ~~customers~~subscription ~~may~~right beand ~~subject~~an toover-subscription ~~reductions~~privilege of(provided that the ~~value~~Rights ofwere ~~contracts,~~not ~~contract~~acquired ~~modifications~~in ~~or termination, and~~ the ~~assessment~~secondary ofmarket). ~~penalties~~The ~~and~~basic ~~fines,~~subscription ~~which~~right entitles ~~could~~you ~~negatively~~to ~~impact~~purchase ~~our~~one ~~results~~share of ~~operations~~our ~~and~~Common ~~financial~~Stock ~~condition~~per one Right, ~~or result~~upon indelivery aof ~~diminution~~the inrequired ~~revenue~~documents ~~from~~and ~~our~~payment ~~customers~~of the Subscription Price per share, ifprior weto orthe ~~our~~Expiration ~~customers~~Date. You are ~~found~~not required to ~~have~~exercise ~~violated~~your ~~the~~basic ~~law~~subscription orrights, ~~are~~in ~~indicted~~ full or ~~convicted~~in ~~for~~part, ~~violations~~unless ofyou ~~federal~~wish ~~laws~~to ~~related~~also topurchase ~~government~~shares ~~security~~under ~~regulations,~~your ~~employment~~over-subscription ~~practices~~privilege. orThe ~~protection~~over-subscription privilege entitles stockholders of ~~the environment,~~record oras ~~are~~of ~~found~~the ~~not~~Record Date to ~~have~~purchase ~~acted~~up ~~responsibly~~to asthat ~~defined~~number byof ~~the~~shares ~~law.~~of ~~Such~~our ~~convictions~~Common ~~could~~Stock ~~also~~offered ~~result~~ in ~~suspension or~~the ~~debarment~~Rights ~~from~~Offering, not ~~serving~~purchased asby aother ~~supplier~~Rights holders pursuant to ~~government~~their ~~contractors~~basic ~~for~~subscription ~~some~~rights, ~~period~~upon delivery of ~~time.~~the ~~Such~~required ~~convictions~~documents orand ~~actions~~payment ~~could~~of ~~have a~~the ~~material~~Subscription Price ~~adverse~~per ~~effect~~share onprior usto ~~and~~the ~~our~~Expiration ~~operating results~~Date. ~~The~~However, ~~costs~~no ofRights ~~cooperating~~holder orthat ~~complying~~acquired ~~with~~its ~~such~~Rights ~~audits~~in orthe ~~investigations may~~secondary ~~also~~market ~~adversely~~will ~~impact~~be ~~our~~entitled ~~financial~~to ~~results~~participate in the over-subscription privilege.

~~Our~~No ~~products~~minimum number of Rights must be exercised in connection with the Rights Offering and there is no standby purchase agreement or other backstop commitment to purchase Rights that are ~~complex~~not exercised in the Rights Offering. Marc Gabelli and related parties and other directors and officers may ~~contain~~ ~~errors~~participate in the Rights Offering on the same terms as other stockholders. Mr. Gabelli has informed us of his current intention to participate with respect to shares over which he or ~~design~~affiliated ~~flaws~~entities have voting and/or investment authority as of the Record Date and may seek to participate in the over-subscription privilege. None of our directors or officers, ~~which~~including ~~could~~Mr. beGabelli, ~~costly~~has entered into any binding commitment or agreement to ~~correct~~exercise Rights received in the Rights Offering.

~~When~~We wehave ~~release new~~not ~~products,~~employed orany ~~new versions of existing products~~brokers, ~~they~~dealers ~~may contain undetected~~ or ~~unresolved~~underwriters ~~errors~~in orconnection ~~defects.~~with ~~The~~the ~~vast~~solicitation ~~majority of~~or exercises ~~our products are custom-designed for requirements~~ of ~~specific OEM systems~~Rights. ~~The~~Except ~~expected~~as ~~business~~described ~~life~~herein, ofwe ~~these~~are ~~products~~not ~~ranges from~~paying ~~less~~any ~~than~~other ~~one~~commissions, ~~year~~fees toor ~~more~~discounts ~~than~~in 10connection ~~years~~with ~~depending on~~ the ~~application.~~Rights ~~Some of the customizations are modest changes to existing product designs while others are major product redesigns or new product platforms~~Offering.

~~Despite~~Computershare ~~testing~~Trust Company, ~~errors~~ orN.A. ~~defects~~will ~~may~~act beas ~~found~~the inSubscription ~~new~~Agent ~~products~~for ~~or upgrades after~~ the ~~commencement~~Rights ~~of commercial shipments~~Offering. ~~Undetected~~ ~~errors and~~We ~~design flaws~~ have ~~occurred~~agreed into ~~the~~pay ~~past and could occur in~~ the ~~future.~~Subscription ~~These~~Agent ~~errors~~customary ~~could~~fees ~~result~~plus incertain ~~delays,~~reasonable ~~loss~~expenses ofin ~~market acceptance~~connection ~~and~~with ~~sales,~~its ~~diversion~~service ofas ~~development~~Subscription Agent ~~resources,~~equal ~~damage~~ to ~~the~~approximately ~~Company’s~~$ . ~~reputation,~~We ~~product~~have ~~liability~~also ~~claims~~agreed ~~and legal~~to ~~action~~indemnify ~~by its~~it ~~customers~~from ~~and~~liabilities ~~third~~it may ~~parties,~~incur ~~failure~~in toconnection ~~attract~~with ~~new~~the ~~customers~~Rights ~~and increased service costs~~Offering.

We estimate that our total expenses in connection with the Rights Offering, including registration, legal, printing, accounting, listing, and exercise fees, will be approximately $ .

Payment for the shares of Common Stock issuable upon exercise of the Rights will be considered received when the subscription has been accepted by us.

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Communications and network infrastructure equipment manufacturers increasingly rely upon contract manufacturers, thereby diminishing our ability to sell our products directly to those equipment manufacturers.DILUTION

~~There~~Purchasers isof ashares ~~continuing trend~~of ~~among~~Common ~~communications~~Stock ~~and~~in ~~network~~the ~~infrastructure~~Rights ~~equipment~~Offering ~~manufacturers~~will toexperience ~~outsource~~an ~~the~~immediate ~~manufacturing~~dilution of ~~their~~the ~~equipment or~~net ~~components.~~tangible Asbook avalue ~~result,~~per ~~our~~share ~~ability~~of toour ~~persuade~~Common ~~these~~Stock. ~~OEMs~~Our tonet ~~utilize~~tangible ~~our~~book ~~products~~value inas ~~customer~~of ~~designs~~March ~~could~~31, be2026 ~~reduced~~was ~~and~~approximately $46.6 million, in ~~the~~or ~~absence~~approximately $7.13 per share of aCommon ~~manufacturer’s~~Stock ~~specification~~(based upon shares of our ~~products,~~Common ~~the~~Stock ~~prices~~outstanding ~~that~~as weof ~~can~~March ~~charge~~31, ~~for~~2026). ~~them~~Net ~~may~~tangible bebook ~~subject~~value per share is equal to ~~greater~~ ~~competition~~our total tangible assets less our total liabilities, divided by the number of shares of our outstanding Common Stock.

~~Future~~Dilution ~~changes~~per share to purchasers in the Rights Offering represents the difference between the amount per share paid by purchasers for our ~~environmental liability~~Common Stock in the Rights Offering and ~~compliance~~the ~~obligations~~as ~~may~~adjusted ~~increase~~net ~~costs~~tangible ~~and~~book ~~decrease~~value ~~profitability~~per share of our Common Stock immediately following the completion of the Rights Offering.

~~Our~~After ~~present~~giving ~~and past~~effect ~~manufacturing~~to ~~operations,~~the ~~products,~~sale ~~and/or~~of ~~product~~6,540,435 ~~packaging~~shares ~~are~~of ~~subject~~Common toStock ~~environmental~~upon ~~laws~~exercise ~~and~~of ~~regulations~~the ~~governing~~Rights ~~air emissions,~~offered ~~wastewater~~by ~~discharges,~~this ~~and~~prospectus at the ~~handling,~~public ~~disposal~~offering ~~and~~price ~~remediation~~ of ~~hazardous~~$ per ~~substances~~share, ~~wastes~~after ~~and~~deducting ~~other~~our ~~chemicals. In~~estimated expenses ~~addition~~related to this offering, ~~more~~our ~~stringent~~as ~~environmental~~adjusted ~~regulations~~net ~~may~~tangible bebook ~~enacted~~value inas ~~the~~of ~~future~~March 31, ~~and~~2026, wewould ~~cannot~~have ~~presently~~been ~~determine~~approximately ~~the~~$ million ~~modifications, if~~or ~~any,~~approximately $ per share. This represents an immediate increase in net tangible book value of approximately $ per share to our ~~operations~~existing ~~that~~stockholders ~~any~~and ~~future~~an ~~regulations~~immediate ~~might~~dilution ~~require,~~in ornet ~~the~~tangible ~~cost~~book value of ~~compliance~~approximately ~~that~~$ per ~~would~~share beto ~~associated~~purchasers ~~with~~of ~~these regulations.~~our Common Stock in the Rights Offering, as illustrated by the following table:

Environmental laws and regulations may cause us to change our manufacturing processes, redesign some of our products, and change components to eliminate some substances in our products in order to be able to continue to offer them for sale.

Subscription Price for one share of Common Stock			$
Net tangible book value per share as of March 31, 2026			$
Increase per share attributable to purchasers in the Rights Offering			$
As adjusted net tangible book value per share as of March 31, 2026			$
Dilution in net tangible book value per share to purchasers in the Rights Offering			$

WeThe ~~have~~information ~~significant~~above ~~international operations~~is ~~and~~based ~~sales~~on 6,540,435 toshares ~~customers~~of ~~outside~~our Common Stock outstanding as of ~~the~~March ~~United~~31, ~~States~~2026, ~~that~~and ~~subject~~excludes usas toof ~~certain~~such ~~business~~date, ~~economic~~shares ~~and~~of ~~political~~Common ~~risks~~Stock issuable upon the exercise of outstanding options granted under our 2021 incentive plan.

We have office and manufacturing space in Noida, India, and a sales office in Hong Kong. Additionally, foreign revenues (primarily to Malaysia) for the years ended December 31, 2019 and December 31, 2018 and the six month period ended June 30, 2020 accounted for 26.6%, 24.9%, and 26.1% of our consolidated revenues for the respective periods. We anticipate that sales to customers located outside of the United States will continue to be a significant part of our revenues for the foreseeable future. Our international operations and sales to customers outside of the United States subject our operating results and financial condition to certain business, economic, political, health, regulatory and other risks, including but not limited to:

· Political and economic instability in countries in which our products are manufactured and sold;

· Expropriation or the imposition of government controls;

· Responsibility to comply with anti-bribery laws such as the U.S. Foreign Corrupt Practices Act and similar anti-bribery laws in other jurisdictions;

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· Sanctions or restrictions on trade imposed by the United States government;

· Export license requirements;

· Trade restrictions;

· Currency controls or fluctuations in exchange rates;

· High levels of inflation or deflation;

· Difficulty in staffing and managing non-U.S. operations;

· Greater difficulty in collecting accounts receivable and longer payment cycles;

· Changes in labor conditions and difficulties in staffing and managing international operations;

· The impact of the current coronavirus outbreak; and

· Limitations on insurance coverage against geopolitical risks, natural disasters and business operations.

Additionally, to date, very few of our international revenue and cost obligations have been denominated in foreign currencies. As a result, changes in the value of the United States dollar relative to foreign currencies may affect our competitiveness in foreign markets. We do not currently engage in foreign currency hedging activities but may do so in the future to the extent that we incur a significant amount of foreign-currency denominated liabilities.

We rely on information technology systems to conduct our business, and disruption, failure or security breaches of these systems could adversely affect our business and results of operations.

We rely on information technology (“IT”) systems in order to achieve our business objectives. We also rely upon industry accepted security measures and technology to securely maintain confidential information maintained on our IT systems. However, our portfolio of hardware and software products, solutions and services and our enterprise IT systems may be vulnerable to damage or disruption caused by circumstances beyond our control such as catastrophic events, power outages, natural disasters, computer system or network failures, computer viruses, cyber-attacks or other malicious software programs. The failure or disruption of our IT systems to perform as anticipated for any reason could disrupt our business and result in decreased performance, significant remediation costs, transaction errors, loss of data, processing inefficiencies, downtime, litigation and the loss of suppliers or customers. A significant disruption or failure could have a material adverse effect on our business operations, financial performance and financial condition.

Cybersecurity risks and cyber incidents may adversely affect our business by causing a disruption to our operations, a compromise or corruption of our confidential information, and/or damage to our business relationships, all of which could negatively impact our financial results.

A cyber incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of our information resources. These incidents may be an intentional attack or an unintentional event and could involve gaining unauthorized access to our information systems for purposes of misappropriating assets, stealing confidential information, corrupting data or causing operational disruption. The result of these incidents may include disrupted operations, misstated or unreliable financial data, liability for stolen assets or information, increased cybersecurity protection and insurance costs, litigation and damage to our tenant and investor relationships. As our reliance on technology increases, so will the risks posed to our information systems, both internal and those we outsource. There is no guarantee that any processes, procedures and internal controls we have implemented or will implement will prevent cyber intrusions, which could have a negative impact on our financial results, operations, business relationships or confidential information.

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If we fail to correct any material weakness that we identify in our internal control over financial reporting or otherwise fail to maintain effective internal control over financial reporting, we may not be able to report our financial results accurately and timely, in which case our business may be harmed, investors may lose confidence in the accuracy and completeness of our financial reports and the price of our common stock may decline.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting and for evaluating and reporting on our system of internal control. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. We are required to comply with the Sarbanes-Oxley Act and other rules that govern public companies.

If we identify material weaknesses in our internal control over financial reporting in the future, if we cannot comply with the requirements of the Sarbanes-Oxley Act in a timely manner or attest that our internal control over financial reporting is effective, or if our independent registered public accounting firm cannot express an opinion as to the effectiveness of our internal control over financial reporting when required, we may not be able to report our financial results accurately and timely. As a result, investors, counterparties and consumers may lose confidence in the accuracy and completeness of our financial reports. Accordingly, access to capital markets and perceptions of our creditworthiness could be adversely affected, and the market price of our common stock could decline. In addition, we could become subject to investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management resources. These events could have a material and adverse effect on our business, operating results, financial condition and prospects.

The Company has made a material investment in a special purpose acquisition company that may not be successful.

The Company has invested $3.35 million in LGL Systems Acquisition Holding Company, LLC, who serves as the sponsor (the “Sponsor”) of LGL Systems Acquisition Corp., a special purpose acquisition company, commonly referred to as a “SPAC,” or blank check company, formed for the purpose of effecting a business combination in the aerospace, defense and communications industries (the “SPAC”).

The Sponsor holds 20% of the shares in the SPAC along with 5,200,000 warrants at a strike price of $11.50. On November 7, 2019, the SPAC raised $172.5 million through the sale of 17.25 million shares and was listed as a publicly traded company on the NASDAQ Capital Market under the ticker symbol “DFNS.” The initial public offering (the “IPO”) closed on November 12, 2019. Prior to and immediately following the IPO, the Sponsor held 4,312,500 shares of the SPAC, which are restricted and non-tradable.

If the SPAC is able to complete a business combination it could be material to the Company. If the SPAC does not complete a business combination within 24 months from the closing of the SPAC’s initial public offering, the proceeds from the sale of the private warrants will be used to fund the redemption of the shares sold in the SPAC’s initial public offering (subject to the requirements of applicable law), and the private warrants will expire worthless. There is no assurance that the SPAC will be successful in completing a business combination or that any business combination will be successful. The Company can lose its entire investment in the SPAC if a business combination is not completed within 24 months or if the business combination is not successful, which may adversely impact the Company’s stockholder value.

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The ongoing effects of the COVID-19 pandemic and associated global economic disruption and uncertainty have affected, and may further affect, our business, results of operations and financial condition.

As previously indicated in our Annual Report on Form 10-K for the year ended December 31, 2019, our results of operations are affected by certain economic factors, including the closure of our facilities located in Noida, India on March 23, 2020. This facility resumed limited operations on May 7, 2020 and was in full operation at the end of June 2020. The broader implications of the COVID-19 pandemic on our results of operations and overall financial performance remain uncertain as well as the extent to which it will affect our revenues and earnings. Although we believe we have sufficient liquidity and capital resources to effectively continue operations for the foreseeable future, continued deterioration of worldwide credit and financial markets may limit our ability to raise capital and financing may not be available to us in sufficient amounts, on acceptable terms, or at all. If we are unable to access sufficient capital on acceptable terms, our business could be adversely impacted.

In an effort to protect the health and safety of our employees, we implemented various measures to reduce the impact of COVID-19 across our organization, while also working to maintain business continuity. Consistent with government guidelines and mandates, these initiatives included the adoption of social distancing policies, work-at-home arrangements, and suspending employee travel. Currently, while a few of our administrative employees are working remotely from home in an effort to reduce the spread of the virus, most of our employees are unable to work from home as we are primarily a manufacturer of products for the defense and aerospace industries and our employees work must be performed within a controlled environment. A decline in the health and safety of our employees, including key employees, or material disruptions to their ability to work either remotely or at one of our manufacturing facilities, could negatively affect our ability to operate our business normally and have a material adverse impact on our results of operations or financial condition.

To the extent that the COVID-19 virus continues to spread and affect the employee base or operations of our materials providers, disruptions in or the inability to provide materials to us could negatively impact our business operations.

FORWARD-LOOKING STATEMENTS

Information included or incorporated by reference in this prospectus may contain 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 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 we make regarding the Company’s efforts to grow revenue, the Company’s expectations regarding fulfillment of backlog, the results of introduction of a new product line, future benefits to operating margins and the adequacy of the Company’s cash resources.

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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 of 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 and the factors described under “Risk Factors” in this prospectus, in our Annual Report on Form 10-K for the year ended December 31, 2019 and our Quarterly Reports on Form 10-Q for the quarters ended March 31, 2020 and June 30, 2020.

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.

Use of Proceeds

We will not receive any proceeds from the distribution of the warrants. Assuming that all warrants are exercised, the net proceeds from the exercise of the warrants will be approximately $12.989 million, after deducting our estimated expenses related to this offering including legal, accounting, listing, and exercise fees.

We intend to use the net proceeds from this offering for general corporate purposes, which may include working capital, general and administrative expenses, capital expenditures and implementation of our strategic priorities. Pending the application of the net proceeds, we may invest the proceeds in short-term, interest bearing, investment-grade marketable securities or money market obligations.

PLAN OF DISTRIBUTION

As soon as practicable after the record date for the dividend, we will distribute the warrants to individuals who owned shares of our common stock on the record date. If the warrants become exercisable as outlined in the section “Description of Warrants – Exercisability,” the warrant agent will notify The Depository Trust Company, New York, New York, known as DTC, and mail to each warrant holder exercise forms detailing the terms and procedure for exercise of the warrants. As warrants are exercised, the warrant agent will deliver the shares of our common stock issued upon exercise of the warrants to stockholders and forward the proceeds from the warrant exercises to us.

To the extent that our directors and officers held shares of our common stock as of the record date, they will receive the warrants. Our directors and officers may also sell some or all of their warrants or their shares upon exercise of such warrants. This prospectus covers any such sales.

We have agreed to pay the warrant agent and transfer agent customary fees plus certain expenses in connection with the warrants. We have not employed any brokers, dealers or underwriters in connection with the distribution of the warrants or any exercise or resale of the warrants.

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MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market for Common Equity

Our ~~common~~Common ~~stock is~~Stock is traded on the NYSE American under the symbol “LGL. ” We have applied ~~for~~to ~~listing~~ list the ~~warrants~~Rights on the NYSE American and expect trading to commence on or ~~around [•]~~about , ~~2020~~2026 under the symbol “LGL WSRT.” The last reported sales price of our ~~common~~Common ~~stock~~Stock on the NYSE American on ~~October~~May 2212, ~~2020~~2026, the last ~~practicable~~ date practicable before the filing of this prospectus, was $96.3591 per share.

Based upon information furnished by our transfer agent, atas ~~[•]~~of May 13, ~~2020~~2026, we had ~~[•]~~approximately 1,300 holders of record of our ~~common~~Common ~~stock~~Stock.

56,~~213~~540,~~320~~ 435 shares of our ~~common~~Common ~~stock~~Stock were outstanding as of ~~October~~May 1513, ~~2020~~2026. If all of the ~~warrants~~Rights offered are exercised in full, there would be 613,~~264~~080,~~984~~ 870 shares of ~~common~~Common ~~stock~~Stock outstanding.

Stock Repurchase Program

OnIn August ~~29,~~ 2011, our Board ~~authorized the Company to repurchase up to 100,000 shares of its common stock in accordance with applicable securities laws. This authorization~~ increased the total number of shares authorized ~~and available~~ for repurchase under ~~the Company’s~~ our existing share repurchase program to 797,491 shares, of which 540,000 shares were available to be repurchased, at such times, amounts and prices as ~~the~~we ~~Company~~ shall deem appropriate. Subject to certain safe harbor rules, the timing, amounts, and manner in which ~~the Company~~ we can repurchase shares is tied to prevailing trading volumes and other limitations, which includes a general limitation to 25% of the average daily trading volume based on the most recent prior four weeks. The share repurchase program has no time limits and may be suspended or discontinued at any time. As of ~~June~~May 3013, ~~2020~~2026, ~~the~~we ~~Company~~ had repurchased a total of 81133,~~584~~047 shares of ~~common~~Common ~~stock~~Stock under this program at a cost of $~~580~~946,000, which shares are currently held in treasury.

ATM Program

On January 22, 2020, the Company entered into the Sales Agreement with Jefferies, as sales agent, pursuant to which the Company may offer and sell, from time to time, through Jefferies, the Shares having an aggregate offering price of up to $15,000,000. Shares sold under the Sales Agreement are issued pursuant to the shelf registration statement on Form S-3 (File No. 333-235767), filed by the Company with the SEC on December 31, 2019, which was declared effective on January 8, 2020. The Company filed a prospectus supplement with the SEC on January 23, 2020 in connection with the offer and sale of the Shares pursuant to the Sales Agreement. During February and March of 2020, there were 263,725 shares sold under the Sales Agreement, at an average price per share of $13.65 and generating net proceeds of approximately $3,492,000 after brokerage charges of $108,000 were deducted and paid to Jefferies. As required under the Sales Agreement, the Company obtained the prior consent of Jefferies in order to consummate this offering. The Sales Agreement and ATM Offering remain in effect in accordance with their terms.

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Dividend Policy

Our Board has adhered to a the practice of not paying cash dividends. This policy takes into account our long-term growth objectives, including our anticipated investments for organic growth, potential technology acquisitions or other strategic ventures, and stockholders’ desire for capital appreciation of their holdings. In addition, the covenants under MtronPTI’s credit facility effectively place certain limitations on its ability to make certain payments to its parent, including but not limited to payments of dividends and other distributions, which effectively could limit the Company’s ability to pay cash dividends to stockholders. No cash dividends have been paid to ~~the Company’s~~ our stockholders since January 30, 1989, and none are expected to be paid for the foreseeable future.

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DESCRIPTION OF CAPITAL STOCK

General

~~This~~The ~~prospectus describes~~following ~~the~~summary ~~general~~description ~~terms~~ of our ~~common~~capital stock ~~and~~is ~~other~~based ~~securities~~on wethe ~~may~~provisions ~~issue.~~of ~~For~~the aDelaware ~~more~~General ~~detailed~~Corporation ~~description~~Law of(the ~~these securities~~“DGCL”), ~~you~~ ~~should~~our ~~read~~certificate ~~the applicable provisions~~ of ~~Delaware~~incorporation ~~law and~~ (our “Certificate of Incorporation”), and our by-laws, as amended (~~the~~ our “By-laws”). ~~When~~ weThis ~~offer~~description does not purport to ~~sell~~be acomplete ~~particular~~and ~~series~~is ofqualified ~~these~~in ~~securities,~~its weentirety ~~will~~by ~~describe~~reference to the ~~specific~~full ~~terms~~text of the ~~series~~DGCL, inas anit ~~applicable prospectus~~may orbe ~~prospectus~~amended ~~supplement.~~from ~~Accordingly,~~time ~~for~~to atime, ~~description~~and ofto the terms of ~~any~~our ~~series~~Certificate of ~~securities,~~Incorporation ~~you~~and ~~must~~By-laws, ~~refer~~as ~~to both~~each ~~the~~may ~~prospectus~~be ~~supplement~~amended ~~relating~~from time to ~~that~~time, ~~series~~which ~~and~~are ~~the~~incorporated ~~description~~by ofreference ~~the~~as ~~securities~~exhibits ~~contained~~to ~~in this prospectus. To~~ the ~~extent~~ ~~the~~registration ~~information~~statement ~~contained~~of inwhich athis prospectus ~~supplement~~is ~~differs~~a ~~from~~part. ~~this~~See “Incorporation ~~summary~~of ~~description,~~Certain ~~you~~Documents ~~should~~by ~~rely~~Reference” onand ~~the~~“Where ~~information in~~You ~~the~~Can ~~prospectus~~Find ~~supplement~~More Information.”

Under our Certificate of Incorporation, the total number of shares of all classes of stock that we have authority to issue is 1030,000,000 shares, consisting entirely of shares of Common ~~our common stock~~Stock. As of ~~October~~May 1513, ~~2020~~2026, there were 56,~~213~~540,~~320~~435 shares of Common Stock outstanding. We also have 200,000 shares of ~~common~~Common ~~stock~~Stock issuable upon the exercise of outstanding stock options.

~~The~~Redomestication ~~description of~~from ~~our~~Delaware ~~capital stock is qualified by reference~~ to ~~our Certificate of Incorporation and our By-laws, which are incorporated by reference as exhibits into the Registration Statement of which this prospectus is part.~~Nevada

We are currently incorporated under the laws of the State of Delaware. Our Board of Directors approved and recommended that our stockholders approve a proposal to redomesticate and convert our company to a corporation organized under the laws of the State of Nevada from a corporation organized under the laws of the State of Delaware (the “Redomestication”). Our stockholders approved the Redomestication at our Annual Meeting of Stockholders on May 12, 2026, in accordance with the rules of the SEC. We expect to effect the Redomestication prior to the effectiveness of the registration statement of which this prospectus forms a part. In connection with the Redomestication, we expect to adopt and file with the Nevada Secretary of State new articles of incorporation and by-laws and, accordingly, we expect to update this summary description of our capital stock to reflect the provisions of the Nevada Revised Statutes and our new articles of incorporation and by-laws. Copies of our new articles of incorporation and by-laws will be filed as exhibits to an amendment to the registration statement of which this prospectus forms a part.

Common Stock

Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of ~~common~~Common ~~stock~~ Stock are entitled to receive such dividends, if any, as may from time to time be declared by our Board ~~of Directors~~ out of funds legally available therefor. Under our Certificate of Incorporation, holders of ~~common~~Common ~~stock~~Stock are entitled to one vote per share, and are entitled to vote upon such matters and in such manner as may be provided by law. Holders of ~~common~~Common ~~stock~~Stock have no preemptive, conversion, redemption or sinking fund rights. Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to liquidation, holders of ~~common~~Common ~~stock~~Stock, upon the liquidation, dissolution or winding up of the Company, are entitled to share equally and ratably in the assets of the Company. The outstanding shares of ~~common~~Common ~~stock~~Stock are, and the shares of ~~common stock~~Common Stock to be offered hereby when issued will be, fully paid and non-assessable. The rights, preferences and privileges of holders of ~~common~~Common ~~stock~~Stock are subject to any series of preferred stock that the Company may authorize and issue in the future.

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Anti-Takeover Effects of Certain Provisions of Delaware Law and our Charter Documents

We are subject to the provisions of Section 203 of the ~~Delaware General Corporation Law~~DGCL. Under Section 203, we would generally be prohibited from engaging in any business combination with any interested stockholder for a period of three years following the time that this stockholder became an interested stockholder unless:

·• prior to such time, our board of directors approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;

·• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, subject to exceptions; or

·• at or subsequent to such time, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

Under Section 203, a “business combination” includes:

·• any merger or consolidation involving the corporation and the interested stockholder;

·• any sale, lease, exchange, mortgage, pledge, transfer or other disposition of 10% or more of the assets of the corporation involving the interested stockholders;

·• any transaction that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder, subject to limited exceptions;

·• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder; or

·• any receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.

In general, Section 203 defines an interested stockholder as an entity or person beneficially owning 15% or more of outstanding voting stock and any entity or person affiliated with or controlling or controlled by such entity or person.

Our Certificate of Incorporation and By-laws include a number of provisions that may discourage, delay or prevent a merger, acquisition or other change in control of the Company, even if such a change in control would be beneficial to our stockholders. These provisions include prohibiting our stockholders from fixing the number of directors, and establishing advance notice requirements for stockholder proposals that can be acted on at stockholder meetings and nominations to ~~the~~ our Board ~~of Directors~~.

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Transfer Agent and Registrar

The transfer agent and registrar for our ~~common~~Common ~~stock~~Stock is Computershare Trust Company, N.A.

~~Description of~~Market ~~the Warrants~~Information

~~The material~~Our ~~terms~~Common ~~and~~Stock provisions of the warrants are summarized below. The warrants will be issued in registered form under a warrant agreement, dated as of October [•], 2020, by and among the Company and Computershare Inc. and Computershare Trust Company, N.A., as warrant agent, which is ~~attached~~traded ~~hereto~~on ~~as Exhibit 4.4. The following description is subject to, and qualified in its entirety by,~~ the ~~warrant~~NYSE ~~agreement.~~American ~~You~~under ~~should review a copy of~~ the ~~warrant~~symbol ~~agreement for a complete description of the terms and conditions applicable to the warrants~~“LGL.”

~~Exercisability~~16

~~Five~~Table ~~(5) warrants entitle their registered holder to purchase one (1) share~~ of our common stock at the exercise price then in effect. The warrants are “European style warrants” and will only become exercisable on the earlier of (i) the expiration date, [•], 2025, and (ii) such date that the 30-day volume weighted average price per share, or VWAP, of our common stock is greater than or equal to $17.50 (as adjusted for stock splits, stock dividends, combinations, reclassifications and similar events). Once the warrants become exercisable, they may be exercised in accordance with the terms of the warrant agreement until their expiration at 5:00 p.m., Eastern Time, on the expiration date.Contents

WeTHE ~~will~~SUBSCRIPTION ~~monitor the~~RIGHTS VWAP of our common stock. Within four business days after the first trading day after the issuance of the warrants on which our common stock has an average VWAP for the 10 consecutive trading days immediately prior to such date that is greater than or equal to $17.50, we will instruct the warrant agent to give all warrant holders notice that the warrants may become exercisable on a date prior to the expiration date and to provide instructions on how to exercise warrants if and when they become exercisable. We will issue a press release and file a Current Report on Form 8-K to notify the public if the warrants become exercisable because the average VWAP for our common stock for 30 consecutive trading days is greater than or equal to $17.50 promptly, but no later than three business days after the warrants become exercisable.OFFERING

If the warrants become exercisable because the average VWAP for our common stock for 30 consecutive trading days is greater than or equal to $17.50, and not less than six weeks prior to the expiration date, the warrant agent will notify DTC and mail to each warrant holder exercise forms detailing the terms and procedure for exercise of the warrants. As warrants are exercised, the warrant agent will deliver the shares of our common stock issued upon exercise of the warrants to stockholders and forward the proceeds from the warrant exercises to us.General

NoOur ~~warrants~~Board ~~will be~~has ~~exercisable~~determined ~~unless~~that, atsubject to the ~~time~~satisfaction of ~~exercise~~all aconditions ~~prospectus relating~~ to ~~our common stock issuable upon exercise of~~ the ~~warrants is~~Rights ~~current~~Offering, ~~and~~on the ~~common~~Rights ~~stock~~Distribution ~~has~~Date, ~~been~~holders ~~registered~~of orour ~~qualified~~Common orStock ~~deemed~~will toreceive, beat ~~exempt~~no ~~under~~charge, one ~~the~~Right ~~securities~~for ~~laws~~each share of ~~the~~Common ~~state of~~Stock ~~residence~~held ofby ~~the~~such holder ofon the ~~warrants~~Record Date. ~~Under~~Each ~~the~~Right ~~terms~~entitles of the ~~warrant~~holder ~~agreement,~~to wea ~~have~~basic ~~agreed~~subscription toprivilege ~~meet these conditions~~ and ~~use~~an ~~our~~over-subscription ~~best~~privilege ~~efforts~~(provided tothat ~~maintain~~no aRight ~~current~~was ~~prospectus~~acquired ~~relating~~in ~~to common stock issuable upon exercise of~~ the ~~warrants~~secondary ~~until the~~market). ~~expiration~~Under of the ~~warrants.~~basic ~~However~~subscription privilege, weeach ~~cannot~~one Right entitles ~~assure~~the ~~you~~holder ~~that~~to wepurchase ~~will~~one beshare ~~able~~of toour doCommon ~~so,~~Stock ~~and~~at ifthe weSubscription doPrice ~~not~~for ~~maintain~~ a ~~current prospectus~~period ~~related~~of tosixteen ~~the~~(16) ~~common~~days ~~stock~~from ~~issuable~~the ~~upon~~date ~~exercise~~ of ~~the~~this ~~warrants~~prospectus, ~~holders~~subject ~~will be unable~~ to ~~exercise~~extension ~~their~~for ~~warrants and~~up ~~we will not be required~~ to ~~settle~~an ~~any~~additional ~~such~~thirt ~~warrant~~(30) ~~exercise~~days. IfEach ~~the~~Right ~~prospectus relating~~ (to the ~~common~~extent ~~stock~~such ~~issuable~~Right ~~upon the~~was ~~exercise of the warrants is~~ not ~~current~~acquired ~~or if the common stock is not qualified or exempt from qualification~~ in the ~~jurisdictions in~~secondary ~~which~~market) ~~the~~also ~~holders~~has ofan ~~the~~over-subscription ~~warrants reside~~privilege, weas ~~will~~described ~~not~~below beunder ~~required to net cash settle or cash settle~~ the ~~warrant~~heading ~~exercise,~~“Subscription ~~the warrants~~Rights ~~may~~- ~~have~~Over-Subscription ~~no value, the market for the warrants may be limited and the warrants may expire worthless~~Privilege.”

The Rights will be evidenced by subscription rights certificates. There will be no adjustment to the Rights upon any dividends on or changes in the outstanding shares of Common Stock. Subscriptions, once exercised, are irrevocable.

You may exercise any number of your Rights, or you may choose not to exercise any Rights. If not exercised, your Rights will expire at 5:00 p.m., Eastern Time, on , 2026, the Expiration Date. Prior to such date and time, the Board of Directors may cancel the Rights Offering for any reason. After the Expiration Date, the Rights will expire and will no longer be exercisable. There is no minimum number of shares of Common Stock which must be subscribed for in order for this Rights Offering to be completed. We may accept payment for shares of Common Stock sold pursuant to any subscription received even if all of the shares of Common Stock offered are not subscribed for in this Rights Offering.

Except as described below, once you submit your subscription documents to our Subscription Agent together with your payment, you may not revoke your subscription, even if you subsequently learn unfavorable information about us or if the market price of our Common Stock declines to below the Subscription Price of the shares. You may revoke your prior subscription for our shares only if there is a material change in the terms of this offering.

Subscription Rights

Basic Subscription Right. The basic subscription right entitles you to purchase one share of our Common Stock per one Right, upon delivery of the required subscription documents and payment of the Subscription Price, prior to the Expiration Date. This one-for-one ratio is based on our determination that the amount of gross proceeds to be raised would be $ . You will receive book-entry statements, or your account will be credited by an amount representing shares that you purchase pursuant to your basic subscription right, as soon as practicable after the Expiration Date whether you exercise your basic subscription right immediately prior to the Expiration Date or earlier. You are not required to exercise your basic subscription right, in full or in part, unless you wish to also purchase shares under your over-subscription privilege described below.

Over-Subscription Privilege. The Rights include an over-subscription privilege relating to shares of our Common Stock. Subject to the allocation described below, the over-subscription privilege entitles stockholders as of the Record Date to purchase up to that number of additional shares of our Common Stock offered in the Rights Offering which are not purchased by other Rights holders pursuant to their basic subscription rights, upon delivery of the required subscription documents and payment of the Subscription Price per share prior to the Expiration Date. Those stockholders will be permitted to purchase shares of our Common Stock pursuant to their over-subscription privilege only if other holders of Rights do not exercise their basic subscription rights in full. However, no Right acquired in the secondary market will be entitled to participate in the over-subscription privilege.

If you wish to exercise your over-subscription privilege, you should indicate the number of additional shares that you would like to purchase in the space provided on your subscription rights certificate. When you send your subscription documents, you must also send the full purchase price for the number of additional shares that you have requested to purchase through your over-subscription privilege, which payment is in addition to the payment due for shares purchase through your basic subscription right. Once you exercise your over-subscription privilege, you may not revoke it.

Over-Subscription Allocation. If there are not enough shares of our Common Stock to satisfy all subscriptions pursuant to the exercise of the over-subscription privilege, we will allocate the shares that are available for purchase under the over-subscription privilege ratably among those Rights holders who exercise their 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. The allocation for each stockholder would be obtained by multiplying the number of unsubscribed shares by a fraction (A) the numerator of which is the number of shares such stockholder subscribed for pursuant to the over-subscription privilege and (B) the denominator of which is the total number of shares sought to be subscribed for pursuant to the over-subscription privilege by all holders participating in such over-subscription. Regardless of the proportion, however, you will not receive more over-subscription shares than you actually apply for, although you may receive fewer.

As soon as practicable after the Expiration Date, we will determine the number of shares of Common Stock that you have been allocated pursuant to the over-subscription privilege. You will receive book-entry statements, or your account will be credited by an amount representing these shares promptly after the Expiration Date. If you request and pay for more shares than are allocated to you, then we will promptly refund that overpayment to you, without interest. In connection with the exercise of the over-subscription privilege, banks, brokers and other nominee holders of Rights who act on behalf of beneficial owners will be required to certify to us as to the aggregate number of Rights that have been exercised, and the number of shares of Common Stock that are being requested through the over-subscription privilege, by each beneficial owner on whose behalf the nominee holder is acting. Banks, brokers, and other nominee holders of Rights who act on behalf of beneficial owners are advised to notify those persons that purchase Rights in the secondary market that such Rights will not be entitled to participate in any over-subscription privilege.

Determination of Subscription Price

The Subscription Price will be determined by our Board (or a pricing committee of the Board) shortly before commencement of the Rights Offering. In determining the Subscription Price, our Board or pricing committee may consider, among other factors, the prevailing market price of our Common Stock, discounts to market prices used in similar rights offerings, general market conditions, trading volatility of our shares, and the amount of net proceeds that we wish to raise, and the likelihood that this price will attract the maximum number of stockholders to participate in the Rights Offering in a timely fashion. Based on the terms currently under consideration, we expect the Subscription Price 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, subject to adjustment and final Board approval. The Subscription Price is not necessarily indicative of the actual value of a share of our Common Stock, which may be significantly more or less than the Subscription Price. In addition, the Subscription Price is not an appraisal of, and may not reflect the price at which, the shares may be resold.

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No Minimum Subscription Requirement; No Standby or Backstop Commitment

There is no minimum number of shares which must be subscribed for in order for the Rights Offering to be completed. We have not entered into any standby purchase agreement or other backstop commitment to purchase Rights that are not exercised in the Rights Offering. Consequently, we may complete the Rights Offering even if subscriptions are received for only a small portion of the shares offered, unless our Board elects to cancel, abandon or terminate the Rights Offering at any time prior to completion of the Rights Offering.

Insider Participation

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. As of March 31, 2026, Mr. Gabelli and related parties beneficially owned approximately 15.3% of our outstanding shares of Common Stock and our directors and executive officers as a group, including Mr. Gabelli, beneficially owned approximately 18.6% of our outstanding shares of Common Stock.

Transferability of Rights; Listing

When issued, the Rights may be sold, transferred or assigned, in whole or in part. We have applied to list the Rights on the NYSE American and expect trading to commence on or about , 2026, under the symbol “LGL RT.” We know of no third party that currently intends to make a market in the Rights. An active trading market for the Rights may not develop or be sustained. If there is no active trading market, or the trading market is not sustained, you may be unable to sell your Rights or be unable to sell your shares at a price that is satisfactory to you.

Our Common Stock is listed on the NYSE American under the symbol “LGL.”

No Fractional Rights or Shares

We will not issue or pay cash in lieu of fractional Rights or fractional shares of Common Stock. Fractional Rights or shares of Common Stock (if any) will be rounded down.

Expiration Date

You may exercise the basic subscription right and the over-subscription privilege at any time before the Expiration Date, which is 5:00 p.m., Eastern Time, on , 2026, unless the Rights Offering is extended. Any Rights not exercised before the Expiration Date will expire and will be null and void. We will not be obligated to honor your exercise of Rights if the Subscription Agent receives any of the required documents relating to your exercise after the Expiration Date, regardless of when you transmitted the documents, except if you have timely transmitted the documents under the guaranteed delivery procedures described below.

We may extend the Expiration Date for any reason. The Board reserves the option to extend the Exercise Period for a period not to exceed thirty (30) days past the original sixteen (16) day Exercise Period. If we elect to extend the date the Rights expire, we will issue a press release announcing the extension before 9:00 a.m., Eastern Time, on the first business day after the most recently announced Expiration Date. We have no current intention to extend the Expiration Date of the Rights Offering.

Exercising Your Rights

Rights materials, including subscription rights certificates, will be made available to holders following the commencement of the Rights Offering. You may exercise your Rights by delivering the following to the Subscription Agent before the Expiration Date:

•

your properly completed and executed subscription rights certificate evidencing the exercised Rights with any required signature guarantees or other supplemental documentation; and

•

your payment in full of the Subscription Price for each share of our Common Stock subscribed for pursuant to the basic subscription right and the over-subscription privilege.

Payment of Subscription Price

Your cash payment of the Subscription Price must be made in U.S. funds by wire transfer of immediately available funds, check directly to the account maintained by the Subscription Agent or bank draft drawn upon a U.S. bank payable to the Subscription Agent. Your cash payment of the Subscription Price for Rights will be deemed to have been received by the Subscription Agent only when the Subscription Agent receives your wire transfer, check or bank draft.

Stockholders holding shares through a nominee, broker or dealer should make their payments according to the method selected with their nominee, broker or dealer.

The Subscription Agent will hold your payment of the Subscription Price in a segregated account until we issue to you your shares of Common Stock or return your overpayment, if any. We will retain any interest earned on any cash funds held by the Subscription Agent in connection with the Rights Offering prior to the consummation of the Rights Offering or the return of such funds, if required, pursuant to this prospectus. No shares will be issued until the Exercise Period ends.

No Revocation of Exercised Rights

Once you have exercised your basic subscription right and, should you choose, your over-subscription privilege, you may not revoke your exercise, unless there is a material change in the terms of the Rights Offering. All exercises of Rights are irrevocable.

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Rights as a Stockholder

Until Rights holders acquire shares of our Common Stock upon exercise of the Rights, Rights holders will have no rights with respect to the shares of our Common Stock underlying such Rights. Upon the acquisition of shares of our Common Stock upon exercise of the Rights, the holders thereof will be entitled to exercise the rights of a common stockholder only as to matters for which the record date for the matter occurs after the exercise date of the Rights.

Settlement

All exercises of Rights (including pursuant to any exercise of the over-subscription privilege) that are fulfilled will be settled as soon as practicable following the Expiration Date. No Rights (including those Rights subject to the over-subscription privilege) shall be exercised after 5:00 p.m. Eastern Time on the Expiration Date. Holders may not receive such shares within the typical one business day settlement after exercise of their Rights (or the exercise of the over-subscription privilege). The Company reserves the right to change the settlement mechanics, and timing of settlement, as needed.

Conditions to the Rights Distribution

The rights distribution is subject to the satisfaction of the following conditions:

•

the effectiveness under the Securities Act of the registration statement of which this prospectus forms a part;

•

the approval of the NYSE American for the listing of our Rights; and

•

our Board shall not have revoked the rights distribution prior to the Rights Distribution Date.

Return of Excess Payment

If you do not indicate the number of shares of Common Stock being purchased for Rights you receive, or do not forward full payment of the aggregate Subscription Price for the number of shares that you indicate are being purchased, then you will be deemed to have exercised the Rights with respect to the maximum number of shares of Common Stock that may be purchased for the aggregate Subscription Price payment received by the Subscription Agent. If your aggregate Subscription Price payment is greater than the amount you owe for your subscription, the Subscription Agent will promptly return to you by mail or similarly prompt means, or as otherwise instructed by us, the excess amount without interest or deduction, after the Expiration Date.

Signature Guarantee Requirements

Your signature on each subscription rights certificate must be guaranteed by an eligible institution such as a member firm of a registered national securities exchange or a commercial bank or trust company having an office or correspondent in the United States, subject to standards and procedures adopted by the Subscription Agent, unless:

•

your subscription rights certificate is registered in your name; or

•

you are an eligible institution.

Instructions for Completing the Subscription Rights Certificates

You should read and follow the instructions accompanying the subscription rights certificate carefully. If you want to exercise your Rights, you must send your completed subscription rights certificate, any required subscription documents and payment of the Subscription Price to the Subscription Agent. Do not send your subscription rights certificate(s) and Subscription Price payment to us.

You are responsible for the method of delivery of your subscription rights certificate, any required subscription documents and payment of the Subscription Price to the Subscription Agent. If you send your subscription rights certificate and other items by mail, we recommend that you send them by registered mail, properly insured, with return receipt requested. You should allow a sufficient number of days to ensure delivery to the Subscription Agent prior to the time the Rights Offering expires. Because uncertified personal checks may take at least five business days to clear, you are strongly urged to pay, or arrange for payment, by means of a wire transfer of funds, certified check or bank draft.

Delivery of Subscription Materials and Payment

You should deliver the subscription rights certificate and payment of the Subscription Price, as well as any notices of guaranteed delivery and any other required documentation, to the Subscription Agent at the following addresses:

If delivering by first class mail:

Computershare c/o Voluntary Corporate Actions

COY: LGL

P.O. Box 43011

Providence, RI 02940-3011

If delivering by registered, certified or express mail, or overnight courier:

Computershare c/o Voluntary Corporate Actions

COY: LGL

150 Royall Street, Suite V

Canton, MA 02021

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If sending payment of the Subscription Price by wire of immediately available funds, please contact the Subscription Agent for further instruction.

In considering which method of delivery to use, holders of Rights should take into consideration the amount of time remaining in the Rights Offering, as well as any guaranteed delivery procedures, to ensure that materials are delivered prior to the expiration of the Rights Offering. If you intend on making your cash payment of the Subscription Price by uncertified check, you should ensure that the Subscription Agent receives the appropriate materials at least five business days prior to the expiration of the Rights Offering.

Receipt of Payment

Your payment will be considered received by the Subscription Agent only upon (a) clearance of any uncertified check, (b) receipt by the Subscription Agent of any certified check or bank draft drawn upon a U.S. bank, or (c) receipt of collected funds in the subscription account designated above.

Determinations Regarding the Exercise of Rights

We will decide all questions concerning the timeliness, validity, form and eligibility of your exercise of Rights. Our decisions will be final and binding. We, in our sole discretion, may waive any defect or irregularity, or permit a defect or irregularity to be corrected within whatever time we determine. We may reject the exercise of any of your Rights because of any defect or irregularity. Your subscription will not be deemed to have been received or accepted until all irregularities have been waived by us or cured by you within the time we decide, in our sole discretion.

We reserve the right to reject your exercise of Rights if your exercise is not in accordance with the terms of the Rights Offering or in proper form. Neither we nor the Subscription Agent will have any duty to notify you of a defect or irregularity in your exercise of the Rights. We will not be liable for failing to give you that notice. We will also not accept your exercise of Rights if our issuance of shares of Common Stock pursuant to your exercise could be deemed unlawful or materially burdensome. See “Regulatory Limitations” and “Compliance with State Regulations” below.

Guaranteed Delivery Procedures

If you wish to exercise your Rights, but you do not have sufficient time to deliver the subscription rights certificates evidencing your Rights to the Subscription Agent before the Expiration Date, you may exercise your Rights by the following guaranteed delivery procedures:

•

provide your payment in full of the Subscription Price for each share of our Common Stock being subscribed for pursuant to the basic subscription right and the over-subscription privilege to the Subscription Agent before the Expiration Date;

•

deliver a notice of guaranteed delivery to the Subscription Agent at or before the Expiration Date; and

•

deliver the properly completed subscription rights certificate evidencing the Rights being exercised, with any required signatures, to the Subscription Agent within one (1) business day following the date the Subscription Agent receives your notice of guaranteed delivery.

Your notice of guaranteed delivery must be substantially in the form provided with the instructions distributed to you with your subscription rights certificate. Your notice of guaranteed delivery must come from an eligible institution which is a member of, or a participant in, a signature guarantee program acceptable to the Subscription Agent.

In your notice of guaranteed delivery you must state:

•

your name;

•

the number of Rights represented by your subscription rights certificates, the number of shares of our Common Stock you are subscribing for pursuant to the basic subscription privilege, and the number of shares of our Common Stock, if any, you are subscribing for pursuant to the over-subscription privilege; and

•

your guarantee that you will deliver to the Subscription Agent any subscription rights certificates evidencing the Rights you are exercising within one business day following the date the Subscription Agent receives your notice of guaranteed delivery.

You may deliver the notice of guaranteed delivery to the Subscription Agent in the same manner as the subscription rights certificate at the addresses set forth under “Delivery of Subscription Materials and Payment” above.

Notices to Nominees

If you are a broker, a dealer, a trustee or a depositary for securities who will hold shares of our Common Stock for the account of others as a nominee holder and thus will hold Rights for the account of others as a nominee holder, you should notify the respective beneficial owners of those shares of the issuance of the Rights as soon as possible to find out the beneficial owners’ intentions. You should obtain instructions from the beneficial owner with respect to the Rights, as set forth in the instructions we have provided to you for your distribution to beneficial owners. If the beneficial owner so instructs, you should complete the appropriate subscription rights certificates and submit them to the Subscription Agent with the proper payment. You should also notify any person that purchases Rights in the secondary market that such Rights will not be entitled to participate in any over-subscription privilege.

A nominee holder that holds shares for the account(s) of more than one beneficial owner may exercise the number of Rights to which all such beneficial owners in the aggregate otherwise would have been entitled if they had been direct record holders of our Common Stock as of the Record Date, so long as the nominee submits the appropriate subscription rights certificates and proper payment to the Subscription Agent.

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Beneficial Owners

If you are a beneficial owner of shares of our Common Stock and thus will be a beneficial owner of our Rights that you hold through a nominee holder following the rights distribution, we will ask your broker, dealer or other nominee to notify you of the Rights Offering. If you wish to sell or exercise your Rights, you will need to have your broker, dealer or other nominee act for you. To indicate your decision with respect to your Rights, you should complete and return to your broker, dealer or other nominee the form entitled “Beneficial Owner Election Form.” You should receive this form from your broker, dealer or other nominee with the other subscription materials.

Method of Transferring and Selling Rights

You may transfer Rights in whole by endorsing the subscription rights certificate for transfer. Please follow the instructions for transfer included in the information sent to you with your subscription rights certificate. If you wish to transfer only a portion of the Rights, you should deliver your properly endorsed subscription rights certificate to the Subscription Agent. With your subscription rights certificate, you should include instructions to register such portion of the Rights evidenced thereby in the name of the transferee (and to issue a new subscription rights certificate to the transferee evidencing such transferred Rights). You may only transfer whole Rights and not fractions of a Right. If there is sufficient time before the expiration of the Rights Offering, the Subscription Agent will send you a new subscription rights certificate evidencing the balance of the Rights issued to you but not transferred to the transferee. You may also instruct the Subscription Agent to send the subscription rights certificate to one or more additional transferees. If you wish to sell your remaining Rights, you may request that the Subscription Agent send you certificates representing your remaining (whole) Rights so that you may sell them through your broker or dealer.

If you wish to transfer all or a portion of your Rights, you must notify the Subscription Agent on or before 11:00 a.m., Eastern Time, on the fifth business day before the Expiration Date for the Subscription Agent to:

•

receive and process your transfer instructions; and

•

issue and transmit a new subscription rights certificate to your transferee or transferees with respect to transferred Rights, and to you with respect to any Rights you retained.

Neither we nor the Subscription Agent shall have any liability to a transferee or transferor of Rights if subscription rights certificates are not received in time for exercise prior to the Expiration Date or sale prior to the day immediately preceding the Expiration Date.

You are responsible for all commissions, fees and other expenses (including brokerage commissions and transfer taxes) incurred in connection with the purchase, sale or exercise of your Rights, except that we will pay any fees of the Subscription Agent associated with the exercise of Rights. Any amounts you owe will be deducted from your account.

Foreign Stockholders

We will not mail subscription rights certificates to registered stockholders as of the Record Date or to subsequent transferees whose addresses are outside the United States. Instead, we will have the Subscription Agent hold the subscription rights certificates for those holders’ accounts. To exercise their Rights, registered foreign holders must notify the Subscription Agent on or before 11:00 a.m., Eastern Time, on the fifth business day prior to the Expiration Date, and must establish to the satisfaction of the Subscription Agent that such exercise is permitted under applicable law. If a registered foreign holder does not notify and provide acceptable instructions to the Subscription Agent by such time (and if no contrary instructions have been received), the Rights will be sold on behalf of such registered foreign holder, subject to the Subscription Agent’s ability to find a purchaser. Any such sales will be deemed to be effected at the weighted average sale price of all Rights sold by the Subscription Agent. The Subscription Agent will remit a check for the net proceeds from the sale of any Rights, reduced by any applicable tax withholding (including backup withholding), to registered foreign holders by mail.

Regulatory Limitations

We will not be required to issue to you shares of our Common Stock pursuant to the Rights Offering if, in our opinion, you would be required to obtain prior clearance or approval from any state or federal regulatory authorities to own or control such shares and if, at the Expiration Date, you have not obtained such clearance or approval.

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Issuance of Our Common Stock

Unless we earlier terminate the Rights Offering, the Subscription Agent will issue to you the shares of our Common Stock purchased by you in the Rights Offering as soon as practicable after the Expiration Date. Each subscribing holder's new shares will be issued in book-entry form.

Your payment of the aggregate Subscription Price will be retained by the Subscription Agent and will not be delivered to us, unless and until your subscription is accepted and you are issued your subscribed for shares of our Common Stock. We will not pay you any interest on funds paid to the Subscription Agent, regardless of whether the funds are applied to the Subscription Price or returned to you. You will have no rights as a stockholder of our company with respect to the subscribed for shares of our Common Stock until the shares are deposited in the book-entry account held on your behalf. Upon the deposit of the shares in the applicable book-entry account, you will be deemed the owner of the shares you purchased by exercise of your Rights. Unless otherwise instructed in the subscription rights certificates, the shares issued to you pursuant to your subscription will be registered in your name or the name of your nominee, if applicable. Once the Exercise Period terminates, we will issue the Common Stock underlying the exercised Rights.

No Recommendations to Rights Holders

Neither we nor our Board 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.

Procedures for DTC Participants

We expect that your exercise of your Rights may be made through the facilities of The Depository Trust Company (“DTC”). If your Rights are held of record through DTC, you may exercise your Right by instructing DTC to transfer your Rights from your account to the account of the Subscription Agent, together with certification as to the aggregate number of Rights you are exercising and the number of shares of our Common Stock you are subscribing for, and your Subscription Price payment for each share you subscribed for. No change will be made to the cash Subscription Price by reason of changes in the trading price of our Common Stock prior to the closing of the Rights Offering.

Termination of the Rights Offering

Our Board may determine to abandon the rights distribution at any time and, even after the Rights have been distributed, may also determine to abandon the Rights Offering prior to its commencement or terminate the Rights Offering following its commencement for any reason at any time before the Expiration Date, in our sole discretion. If we terminate the Rights Offering, we will promptly issue a press release announcing the termination, and we will promptly thereafter return all subscription payments. We will not pay interest on, or deduct any amounts from, subscription payments if we terminate the Rights Offering.

Shares of Our Common Stock Outstanding Following the Rights Offering

We have 6,540,435 shares of Common Stock outstanding on the date of this prospectus. We will distribute Rights to purchase up to 6,540,435 shares of our Common Stock. Assuming that all of the Rights are exercised in full, upon the expiration of the Exercise Period, we will have outstanding 13,080,870 shares of Common Stock. This assumes that during the Rights Offering we issue no other shares of Common Stock and no stock options for our Common Stock are exercised.

Shares of Common Stock issuable pursuant to the exercise of the Rights will be freely tradable without restriction or further registration under the Securities Act, except for any such shares which may be held or acquired by our “affiliates,” as that term is defined in Rule 144 promulgated under the Securities Act.

We will not be issuing stock certificates for the Common Stock issued pursuant to this Rights Offering. Issuance of Common Stock will be made electronically via book entry by Computershare, our transfer agent.

Compliance with State Regulations

We are not making the Rights Offering in any state or other jurisdiction in which it is unlawful to do so. We will not sell or accept an offer to purchase shares of our Common Stock from you if you are a resident of any state or other jurisdiction in which the sale or offer of the Rights would be unlawful. We may delay the commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the laws of those states or other jurisdictions. However, we may decide, in our sole discretion, not to modify the terms of the Rights Offering as may be requested by certain states or other jurisdictions. If that happens and you are a resident of the state or jurisdiction that requests the modification, you will not be eligible to participate in the Rights Offering. We do not expect that there will be any changes in the terms of the Rights Offering.

Subscription Agent

We have appointed Computershare Trust Company, N.A. as the Subscription Agent for the Rights Offering. We will pay its fees and expenses related to the Rights Offering and have agreed to indemnify it from liabilities it may incur in connection with the Rights Offering.

Information Agent

An information agent will not be used for the Rights Offering. If you have any questions or require assistance regarding the method of exercising your Rights or requests for additional copies of this document or subscription materials, you should contact [email protected].

~~TABLE~~Table OFof ~~CONTENTS~~ Contents

~~Exercise~~MATERIAL ~~Price~~U.S. ~~and~~FEDERAL ~~Adjustments~~INCOME TAX CONSEQUENCES

~~The~~This ~~warrants~~section ~~have an~~describes ~~initial~~the ~~exercise~~expected ~~price~~material ~~of $12~~U.~~50 per share~~S. ~~The~~federal ~~warrants~~income ~~provide~~tax ~~for~~consequences, ~~adjustments~~as ~~to the exercise price~~ of the ~~warrants~~date ~~following a number~~ of ~~corporate~~this ~~events~~prospectus, ~~including~~to ~~(i)~~“U.S. ~~our~~holders” ~~issuance~~(as ofdefined ~~a stock dividend or the subdivision or combination of our common stock, (ii~~below) ~~our issuance~~ of ~~rights, options or warrants to purchase~~ our ~~common~~Common ~~stock~~Stock ~~at a price below the 10-day VWAP~~ of ~~our common stock,~~ (~~iii~~i) ~~a distribution of capital stock of~~ the ~~Company or any subsidiary other than our common stock~~receipt, ~~rights to acquire such capital stock~~sale, ~~evidences~~exercise ~~of indebtedness~~ (or ~~assets, (iv~~expiration) ~~our issuance~~ of athe ~~cash~~Rights ~~dividend~~distributed ~~on our common stock, and (v) certain tender offers for our common stock~~ by the Company orin ~~one~~the orRights ~~more~~Offering ofand ~~our~~(ii) ~~wholly-owned~~the ~~subsidiaries.~~receipt, ~~The~~ownership ~~warrants~~and ~~also~~sale ~~provide~~or ~~for~~other ~~adjustments to~~disposition ~~the number~~ of shares of ~~common~~our ~~stock~~Common ~~for~~Stock ~~which~~acquired ~~the~~upon ~~warrants~~exercise ~~are~~of ~~exercisable~~the ~~following~~Rights ~~our~~pursuant ~~issuance~~to ofthe abasic ~~stock~~subscription ~~dividend~~right or, ~~the subdivision~~if orapplicable, ~~combination~~the ofover-subscription ~~our common stock~~privilege.

~~Reclassification~~This summary does not provide a complete analysis of all potential tax considerations. It applies to you only if you are a U.S. holder, ~~Change~~you acquire your Rights by distribution from the Company in the Rights Offering, ~~Consolidation~~and you hold the Common Stock issued to you upon exercise of the Rights pursuant to the basic subscription right and/or the over-subscription privilege as capital assets within the meaning of Section 1221 of the Code. This section does not apply to you if you are not a U.S. holder or if you are a member of a class of holders subject to special rules, ~~Merger~~including, ~~Sale~~ without limitation, U.S. expatriates and former citizens or ~~Conveyance~~long-term residents of the United States, banks, other financial institutions, regulated investment companies, real estate investment trusts, brokers or dealers in securities or foreign currency, traders in securities that elect to use a mark-to-market method of accounting, tax-exempt organizations, insurance companies, controlled foreign corporations, passive foreign investment companies, and corporations that accumulate earnings to avoid U.S. federal income tax, S corporations, persons deemed to sell the Rights or shares of our Common Stock under the constructive sale provisions of the Code, persons subject to special tax accounting rules as a result of any item of gross income being taken into account in an applicable financial statement (as defined in the Code), tax-qualified retirement plans, persons who own or have owned (directly, indirectly or constructively) 5% or more of our Common Stock, holders who hold Common Stock as part of a hedge, straddle, conversion, constructive sale or other risk-reduction transaction, holders whose functional currency is not the U.S. dollar, or persons who received, hold or will receive shares of our Common Stock or the Rights pursuant to the exercise of any employee stock option or otherwise as compensation and persons who hold restricted Common Stock.

~~If,~~This atsection ~~any time warrants are outstanding there~~ is: ~~(i)~~based ~~any~~upon ~~reclassification or change of~~ the ~~outstanding~~Code, ~~shares~~Treasury ofRegulations ~~our~~promulgated ~~common~~thereunder, ~~stock~~legislative ~~(other~~history, ~~than a~~judicial ~~change~~authority ~~reflected~~and inpublished anrulings, ~~adjustment~~any of ~~the~~which ~~warrant~~may ~~exercise~~subsequently ~~price)~~be changed, ~~(ii)~~possibly ~~any consolidation~~retroactively, ~~merger~~ or ~~combination~~interpreted ofdifferently by the ~~Company with~~IRS orso ~~into another entity~~ as ato result ofin ~~which~~U.S. ~~holders~~federal ofincome ~~our~~tax ~~common~~consequences ~~stock~~different ~~are~~from ~~entitled~~those todiscussed ~~receive~~below. ~~stock,~~The ~~securities~~discussion orthat ~~other property~~follows orneither ~~assets~~binds ~~(including~~the ~~cash)~~IRS ~~with~~nor ~~respect~~precludes tothe orIRS infrom ~~exchange~~adopting ~~for~~a ~~such~~position ~~common~~contrary ~~stock,~~to orthat ~~(iii)~~expressed ~~any~~in ~~sale~~this ~~or conveyance of the property or assets of the Company as~~prospectus, orand ~~substantially~~no ~~as,~~assurance ancan ~~entirety~~be togiven ~~any~~that ~~other~~such ~~entity as~~ a ~~result~~contrary ofposition ~~which~~would ~~holders~~not ~~of our common stock will~~ be ~~entitled~~asserted tosuccessfully ~~receive~~by ~~stock,~~the ~~securities~~IRS or ~~other~~sustained ~~property~~by ora ~~assets~~court ~~(including~~if ~~cash)~~litigated. ~~with~~We ~~respect~~have tonot orsought, inand ~~exchange for~~will ~~such~~not ~~common stock~~seek, ~~then~~a ~~the~~ruling ~~Company,~~from orthe ~~such~~IRS ~~successor~~regarding ~~corporation~~the orU.S. ~~transferee~~federal ~~will~~income ~~provide~~tax ~~warrant~~consequences ~~holders~~of ~~with~~ the ~~right, upon~~Rights ~~exercise~~Offering. ofThis ~~such~~summary ~~warrants~~does tonot ~~receive~~deal ~~(in~~with ~~lieu~~any ofU.S. ~~the~~federal ~~number~~non-income, ofstate, ~~shares~~local ofor ~~our~~foreign ~~common~~tax ~~stock~~consequences, ~~previously~~estate ~~deliverable)~~or ~~the~~gift ~~kind and~~tax ~~amount of securities~~consequences, ~~cash~~or ~~and~~ other ~~property~~tax ~~that~~consequences ~~would~~(including ~~have~~under ~~been received by a holder of~~ the ~~number~~Medicare ofcontribution ~~shares~~tax ofon ~~our~~net ~~common stock~~investment ~~issuable~~income), ~~upon~~nor ~~exercise~~does ofit ~~such~~address ~~warrant~~any ~~immediately~~tax ~~prior~~considerations applicable to ~~such~~persons ~~reclassification,~~other ~~change,~~than ~~consolidation,~~U.S. ~~merger, sale or conveyance~~holders.

~~Manner~~You are a “U.S. holder” if you are a beneficial owner of ~~Exercise~~Rights or Common Stock and you are:

~~The~~• ~~warrants~~an ~~will be~~individual ~~exercisable,~~who atis ~~the~~a ~~option~~citizen ~~of each holder, in whole~~ or inresident ~~part~~of ~~by delivering to~~ the ~~warrant~~United ~~agent~~States a(including ~~duly~~an ~~executed~~alien ~~exercise~~individual ~~notice accompanied~~who byis ~~payment~~a inlawful ~~full~~permanent ~~for~~resident ~~the number~~ of ~~shares~~the ofUnited ~~our~~States ~~common~~or ~~stock~~meets ~~purchased~~the ~~upon~~substantial ~~such~~presence ~~exercise.~~test ~~The~~under ~~warrants~~Section ~~are~~7701(b) ~~exercisable for~~of ~~cash~~the ~~only.~~Code);

~~Transferability~~• a corporation (or other entity treated as a corporation for U.S. federal income tax purposes) created or organized under the laws of ~~Warrants;~~the ~~Listing~~United States, any state thereof or the District of Columbia;

~~The~~• ~~warrants~~an ~~will be~~estate ~~issued in registered form under a warrant agency agreement between~~ the ~~Company~~income ~~and~~of ~~Computershare~~which ~~Inc.~~is ~~and~~subject ~~Computershare~~to ~~Trust Company, N~~U.AS., asfederal ~~warrant~~income ~~agent.~~tax ~~The~~regardless ~~warrants~~of ~~may~~its besource; ~~sold, transferred~~ or assigned, in whole or in part. We have applied for listing the warrants on the NYSE American and expect trading to commence on or around [•], 2020 under the symbol LGL WS. The Company’s common stock is listed on the NYSE American under the symbol LGL.

•

a trust (a) if a U.S. court can exercise primary supervision over the trust’s administration and one or more U.S. persons are authorized to control all substantial decisions of the trust or (b) that has a valid election in effect under applicable Treasury Regulations to be treated as a U.S. person.

If a partnership (including any entity treated as a partnership for U.S. federal income tax purposes) receives a distribution of Rights or holds Common Stock acquired upon exercise of Rights, the U.S. federal income tax treatment of a partner in such partnership generally will depend upon the status of the partner and the activities of the partnership. Partners and partnerships are urged to consult their own tax advisors as to the U.S. federal income tax consequences of receiving, selling or exercising the Rights and acquiring, holding and disposing of Common Stock.

EACH HOLDER OF RIGHTS OR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR REGARDING THE SPECIFIC U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX CONSEQUENCES OF THE RECEIPT, OWNERSHIP, EXERCISE (OR EXPIRATION) AND DISPOSITION OF THE RIGHTS, AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON STOCK ACQUIRED UPON EXERCISE OF THE RIGHTS.

Receipt, Exercise and Expiration of the Rights; Tax Basis and Holding Period of Common Stock Received upon Exercise of the Rights

Receipt of the Distribution of Rights

Although the authorities governing transactions such as this offering are complex and unclear in certain respects (including with respect to the effects of the over-subscription privilege), we believe and intend to take the position that a U.S. holder’s receipt of Rights pursuant to this Rights Offering should not be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock for U.S. federal income tax purposes. Section 305(a) of the Code generally provides that the receipt by a holder of a right to acquire stock or warrants is not included in the taxable income of the holder; however, the general non-recognition rule in Section 305(a) of the Code is subject to exceptions described in Section 305(b) of the Code, which include “disproportionate distributions.” A disproportionate distribution is generally a distribution or a series of distributions, including deemed distributions, that has the effect of the receipt of cash or other property by some holders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) and an increase in the proportionate interest of other holders (including holders of rights to acquire stock and holders of debt instruments convertible into stock) in a corporation’s assets or earnings and profits.

The Company has not made any distributions of cash or property (other than stock or rights to acquire stock) with respect to its stock or options or warrants to acquire stock. Currently, the Company does not intend to make any future distributions of cash or property (other than stock or rights to acquire stock) with respect to its stock or options or warrants to acquire stock; however, there is no guarantee that the Company will not make such distributions or payments, or distributions or payments in respect of other equity or convertible debt instruments, in the future. The Company also has not had convertible debt outstanding in the last 36 months, and it does not intend to issue any convertible debt, but there is no guarantee that the Company will not do so in the future. Although the Company previously had outstanding warrants, those warrants have been exercised or expired within the last 36 months, and some shares of the Company’s common stock were distributed to certain warrant holders in respect of other expired, unexercised warrants. However, the application of the disproportionate distribution rules is very complex and subject to uncertainty. The Company intends that the distribution of the Rights not increase any holder’s proportionate interest in our earnings and profits or assets in a manner that would result in a disproportionate distribution, and intends to take the position that the receipt of Rights through the Rights Offering should not be treated as a disproportionate distribution as contemplated under Section 305(b) of the Code.

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~~Fractional~~This ~~Shares~~position regarding the non-taxable treatment of this offering is not binding on the IRS or the courts. If this position is finally determined by the IRS or a court to be incorrect, whether because, contrary to our expectations, distributions of cash or property (other than stock or rights to acquire stock) are made with respect to our stock or stock options, because the issuance of the rights is a “disproportionate distribution” or for any other reason, the fair market value of the rights would be taxable to U.S. holders of our Common Stock generally in the manner as described below under “—Distributions on Common Stock.”

~~Warrants~~The ~~may~~remainder ~~be exercised only for whole numbers~~ of ~~shares~~this ofdiscussion ~~our~~is ~~common~~based ~~stock.~~upon ~~Whenever~~the ~~any~~treatment ~~fraction~~ of athis ~~share~~offering ofas ~~common~~a ~~stock~~non-taxable ~~would~~distribution ~~otherwise be~~with ~~required~~respect to bea ~~issued~~U.S. orholder’s ~~distributed,~~existing ~~the~~shares ~~actual issuance or distribution made shall reflect a rounding~~ of ~~such~~Common ~~fraction~~Stock ~~up or~~for ~~down,~~U.S. asfederal ~~applicable,~~income totax ~~the nearest whole share~~purposes.

~~Rights~~Tax asBasis aand ~~Stockholder~~Holding Period in the Rights

~~Until~~If ~~warrant~~the ~~holders acquire~~fair ~~shares~~market value of ~~our~~the ~~common~~Rights ~~stock~~distributed ~~upon~~to ~~exercise~~you is less than 15% of the ~~warrants~~fair market value of your Common Stock on the date you receive your Rights, ~~warrant~~your ~~holders~~Rights generally will ~~have~~be noallocated ~~rights~~a ~~with~~zero ~~respect~~tax basis for U.S. federal income tax purposes, unless you elect to ~~the~~allocate ~~shares of~~tax ~~our~~basis ~~common~~between ~~stock~~your ~~underlying~~existing ~~such~~Common ~~warrants.~~Stock ~~Upon~~and ~~the~~your ~~acquisition~~Rights ofin ~~shares~~proportion ofto ~~our~~their ~~common~~relative ~~stock~~fair ~~upon~~market ~~exercise~~values ofdetermined ~~the~~on ~~warrants,~~ the ~~holders~~date ~~thereof~~you ~~will~~receive beyour ~~entitled~~Rights. If you choose to ~~exercise~~allocate ~~the~~tax ~~rights~~basis ofbetween ayour ~~common~~existing ~~stockholder~~Common ~~only~~Stock asand toyour ~~matters~~Rights, ~~for~~you ~~which~~must ~~the~~make ~~record~~this ~~date~~ election on a statement included with your U.S. federal income tax return for the ~~matter~~taxable ~~occurs~~year ~~after~~in ~~the~~which ~~exercise~~you ~~date~~receive ofyour ~~the~~Rights. ~~warrants~~Such an election is irrevocable.

If the fair market value of the Rights distributed to you is 15% or more of the fair market value of your existing Common Stock on the date you receive your Rights, you must allocate your tax basis in your existing Common Stock between your existing Common Stock and your Rights in proportion to their relative fair market values determined on the date you receive your Rights.

The fair market value of the Rights on the date the Rights are distributed is uncertain, and we have not obtained, and do not intend to obtain, an appraisal of that fair market value. In determining the fair market value of the Rights, you should consider all relevant facts and circumstances, including any difference between the Subscription Price and the trading price of our Common Stock on the date the Rights are distributed, the length of the period during which the Rights may be exercised and the fact that the Rights are transferable.

Your holding period in Rights distributed to you will include your holding period in the shares of Common Stock with respect to which the Rights were distributed.

Exercise and Expiration of the Rights

You should not recognize any gain or loss upon the exercise of Rights distributed to you in the Rights Offering. A U.S. holder’s adjusted tax basis, if any, in the Right plus the Subscription Price will establish the U.S. holder’s initial tax basis in the shares of Common Stock received upon exercise of such U.S. holder’s Right. It is unclear whether a U.S. holder’s holding period for a share of Common Stock acquired upon exercise of a Right in this Offering will begin on the date of exercise or the day following the date of exercise.

If you allow Rights received in the Rights Offering to expire, you generally should not recognize any gain or loss upon that expiration. If you have tax basis in Rights and you allow such Rights to expire, the tax basis of the shares of Common Stock owned by you with respect to which such Rights were distributed generally will be restored to the tax basis of such Common Stock immediately before the receipt of the Rights in the Rights Offering.

If you exercise Rights distributed to you in the Rights Offering after disposing of the shares of Common Stock with respect to which such Rights were received, certain aspects of the tax treatment of such exercise are unclear, including (1) the allocation of tax basis between the Common Stock previously sold and the Rights, (2) the impact of such allocation on the amount and timing of gain or loss recognized with respect to the Common Stock previously sold, and (3) the impact of such allocation on the tax basis of Common Stock acquired through the exercise of the Rights. Furthermore, if you exercise the Rights and sell other shares of our Common Stock within the 61-day period beginning 30 days before the exercise date and ending 30 days after the exercise date, the “wash sale” rules may disallow the recognition of any loss upon the sale of our Common Stock. If a U.S. holder exercises a Right received in this Offering after disposing of shares of our Common Stock with respect to which the Right is received, the U.S. holder should consult its tax advisor.

Sale or Other Disposition of the Rights

Upon a sale, exchange, or other taxable disposition of Rights received in the Rights Offering, a U.S. holder generally will recognize capital gain or loss equal to the difference between the amount realized and the U.S. holder’s adjusted tax basis, if any, in such Rights. Such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period of the Rights exceeded one year at the time of disposition. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.

EACH HOLDER OF RIGHTS SHOULD CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE TAX CONSEQUENCES OF THE DISTRIBUTION, EXERCISE (OR EXPIRATION) OR DISPOSITION OF THE RIGHTS, INCLUDING WHETHER THE RIGHTS OFFERING COULD BE TAXABLE AS A “DISPROPORTIONATE DISTRIBUTION” WITHIN THE MEANING OF SECTION 305 OF THE CODE.

Ownership and Disposition of Common Stock Acquired Through Exercise of the Rights

Distributions on Common Stock Acquired Through Exercise of the Rights

Cash distributions on Common Stock will be dividends for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits, as determined for U.S. federal income tax purposes, and will be taxable as ordinary income, although possibly at reduced rates as discussed below. To the extent that the amount of any distribution paid with respect to Common Stock exceeds our current or accumulated earnings and profits, the excess will be treated first as a nontaxable return of capital to the extent of your adjusted tax basis in the Common Stock and then as capital gain.

If we make a distribution on the Common Stock in the form of additional shares of our Common Stock, such distribution generally should be nontaxable under Section 305 of the Code. Such a stock distribution will not be tax-free, however, if one or more of the following exceptions apply: (1) at the election of any holder, the distribution can be paid in cash or other property instead of stock, (2) the result of the distribution is that some holders receive cash or other property while other holders increase their interest in the earnings or assets of the corporation (a disproportionate distribution, as discussed above), (3) the distribution is a distribution on preferred stock, or (4) the distribution is payable in convertible preferred stock, unless we can establish that the distribution will not have the effect listed in clause (2) above. In general, you are bound by our determination of the tax treatment of any stock distribution unless you explicitly disclose that you are taking a contrary position in a statement attached to your timely filed U.S. federal income tax return for the taxable year in which you receive such distribution.

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Distributions on Common Stock taxable as dividends received by corporate U.S. holders generally will be eligible for the dividends received deduction, subject to various conditions and limitations. Subject to certain exceptions for short-term and hedged positions and provided that certain holding period and other requirements are met, distributions constituting “qualified dividend income” received by non-corporate U.S. holders in respect of Common Stock generally are currently subject to a reduced maximum tax rate (plus the additional tax on net investment income described below under “— Additional Tax on Net Investment Income,” if applicable).

You should consult your own tax advisor regarding the availability of any reduced dividend tax rates or the dividends received deduction in light of your particular circumstances.

Sale or Other Disposition

A sale, exchange, or other disposition of the Common Stock generally will result in gain or loss equal to the difference between (i) the amount realized upon the disposition (not including any proceeds attributable to declared and unpaid dividends, which will be taxable as described above if you have not previously included such dividends in income) and (ii) your adjusted tax basis in the Common Stock. The gain or loss will be long-term capital gain or loss if you held the Common Stock for more than one year at the time of sale, exchange, or other disposition. Long-term capital gains recognized by certain non-corporate U.S. holders, including individuals, generally are subject to reduced rates of taxation. The deductibility of capital losses is subject to limitations.

Additional Tax on Net Investment Income

An additional 3.8% federal tax is imposed on the net investment income of certain individuals, estates and trusts. Among other items, net investment income generally includes gross income from dividends and net gain from the disposition of property, such as the Rights and the Common Stock, less certain deductions. You should consult your tax advisor with respect to this additional tax.

Information Reporting and Backup Withholding

A U.S. holder may be subject to information reporting and backup withholding (currently at a rate of 24%) when such holder receives dividend payments (including constructive dividends) or receives proceeds from the sale or other taxable disposition of the shares of our Common Stock acquired through the exercise of Rights. Certain U.S. holders are exempt from backup withholding, including corporations and certain tax-exempt organizations. A U.S. holder will be subject to backup withholding unless such holder provides the holder’s taxpayer identification number and otherwise complies with applicable requirements of the backup withholding rules or the holder provides proof of an applicable exemption.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s U.S. federal income tax liability, provided the required information is timely furnished to the IRS. U.S. holders should consult their tax advisors regarding their qualification for an exemption from backup withholding and the procedures for obtaining such an exemption.

Additional Withholding Tax on Payments Made to Foreign Accounts

Provisions of the Code commonly referred to as “FATCA” require withholding of 30% on payments of dividends on our Common Stock, as well as of gross proceeds of dispositions of our Common Stock, to “foreign financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interests in or accounts with those entities) have been satisfied, or an exemption applies. An intergovernmental agreement between the United States and an applicable foreign country may modify these requirements. Under proposed regulations, the preamble to which states that taxpayers may rely on the proposed regulations until final regulations are issued, this withholding tax will not apply to the gross proceeds from the sale, exchange, redemption or other taxable disposition of our Common Stock. If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution generally may obtain a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden).

Holders should consult their tax advisors regarding the potential application of withholding under FATCA to their receipt, ownership, and exercise and disposition of Rights and the ownership and disposition of shares of our Common Stock acquired upon exercise of the Rights.

THE PRECEDING DISCUSSION OF MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES IS NOT TAX ADVICE. HOLDERS OF RIGHTS AND COMMON STOCK SHOULD CONSULT THEIR OWN TAX ADVISORS REGARDING THE APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR SITUATIONS AND THE CONSEQUENCES UNDER U.S. FEDERAL ESTATE AND GIFT TAX LAWS, AND UNDER NON-U.S., STATE AND LOCAL TAX LAWS AND TAX TREATIES, OF THE RECEIPT, OWNERSHIP, EXERCISE (OR EXPIRATION) AND DISPOSITION OF THE RIGHTS AND THE ACQUISITION, OWNERSHIP AND DISPOSITION OF COMMON STOCK ACQUIRED UPON EXERCISE OF THE RIGHTS.

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LEGAL MATTERS

The validity of the securities ~~being~~ offered by in this prospectus ~~have~~will ~~been~~be passed upon for us by our counsel, Olshan Frome Wolosky LLP, New York, New York.

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EXPERTS

The consolidated financial statements of The LGL Group, Inc. as of ~~December 31, 2019~~ and ~~2018 and~~ for ~~each of~~ the years ~~in the two-year period~~ ended December 31, ~~2019~~2025 and 2024, incorporated in this prospectus by reference ~~from~~to ~~The~~the ~~LGL Group, Inc.’s~~ Annual Report on Form 10-K for the year ended December 31, ~~2019~~2025, filed with the SEC on March 30, 2026, have been audited by ~~RSM~~PKF USO'Connor ~~LLP~~Davies, LLP, an independent registered public accounting firm, asto ~~stated in~~the ~~their~~extent ~~report~~and ~~thereon,~~period ~~which~~set forth in their report. ~~expresses~~These anfinancial ~~unqualified~~statements ~~opinion,~~are incorporated herein by reference, ~~and have been incorporated~~ in ~~this prospectus and registration statement in~~ reliance ~~upon~~on such ~~report~~reports ~~and~~given ~~upon~~on the authority of ~~such~~said firm as experts in ~~accounting~~ auditing and ~~auditing~~accounting.

~~INCORPORATION BY REFERENCE~~27

~~The~~Table SEC allows us to incorporate by reference information contained in documents we file with it, which means that we can disclose important information to you by referring you to those documents already on file with the SEC that contain that information. The information incorporated by reference is considered to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below and any future information filed (rather than furnished) with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), between the date of this prospectus and the termination of the offering of the securities covered by this prospectus, provided, however, that we are not incorporating any information furnished under any of Item 2.02 or Item 7.01 of any Current Report on Form 8-K (and exhibits filed on such form that are related to such items):Contents

24INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

~~TABLE~~The OFSEC ~~CONTENTS~~allows us to incorporate by reference information into this prospectus contained in documents we file with it, which means that we can disclose important information to you by referring you to those documents already on file with the SEC. The information incorporated by reference is deemed to be part of this prospectus, and later information that we file with the SEC will automatically update and supersede this information. We incorporate by reference the documents listed below that we have previously filed with the SEC (other than information deemed furnished and not filed in accordance with SEC rules, including Items 2.02 and 7.01 of Form 8-K):

·• our Annual Report on Form 10-K for the ~~fiscal~~ year ended December 31, ~~2019~~2025, filed with the SEC on March 30, ~~2020~~2026; ~~and~~

·• our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, ~~2020~~2026, filed with the SEC on May 1411, ~~2020, and our Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, filed with the SEC on August 12, 2020~~2026; ~~and~~

·• our Current Reports on Form 8-K, filed with the SEC on January 237, ~~2020,~~2026 ~~February 21, 2020~~ (~~relating~~as toamended ~~Items~~on ~~5.01~~January ~~and~~ 9~~.01)~~, ~~February~~2026); 26January 22, ~~2020~~2026; January 22, 2026; March 3124, ~~2020,~~2026; ~~April~~March 2030, ~~2020~~2026; May 11, 2026; and May 1511, ~~2020~~2026, ~~July~~in 6,each ~~2020~~case ~~and~~other ~~August~~than ~~27,~~portions ~~2020;~~deemed furnished and not filed;

·• the ~~description~~information ofspecifically ~~our~~incorporated ~~common~~by ~~stock~~reference ~~contained~~into in our ~~Current~~Annual Report on Form 810-K ~~filed~~for ~~with~~ the ~~SEC~~year onended ~~October~~December 3031, ~~2013,~~2025 ~~including~~from ~~any~~our ~~amendments~~Definitive ~~thereto~~Proxy orStatement ~~reports~~on ~~filed~~Schedule 14A for the ~~purpose~~2026 Annual Meeting of ~~updating~~Stockholders, ~~such~~filed ~~descriptions.~~with the SEC on April 2, 2026; and

•

the description of our registered securities contained in Exhibit 4.1 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 30, 2026, including any amendments or report filed for the purpose of updating such descriptions.

All documents subsequently filed by us (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed on such form that are related to such items unless such Form 8-K expressly provides to the contrary) with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the Registration Statement of which this prospectus forms a part and prior to effectiveness of such Registration Statement, until we file a post-effective amendment that indicates the termination of the offering of the Common Stock made by this prospectus are deemed to be incorporated by reference into this prospectus. Such future filings will become a part of this prospectus from the respective dates that such documents are filed with the SEC.

Upon written or oral request, we will provide at no cost to you a copy of all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may obtain copies of these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by requesting them in writing or by telephone at the following address:

The LGL Group, Inc.

2525 Shader Road

Orlando, Florida 32804
Attention: Corporate Secretary

(407) 298-2000

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WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and current reports, proxy statements and other information with the SEC. under the Exchange Act. Our SEC filings are available to the public at the SEC’s ~~web~~website ~~site~~ at http://www.sec.gov. You may also obtain additional information by visiting our website at www.lglgroup.com/investor-relations. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of this prospectus or any other report or document we file with or furnish to the SEC. We have included our website address in this prospectus solely as an inactive textual reference.

Upon written or oral request, we will provide at no cost to the requester a copy of all of the information that has been incorporated by reference in this prospectus but not delivered with this prospectus. You may obtain copies of these documents from us, without charge (other than exhibits, unless the exhibits are specifically incorporated by reference), by requesting them in writing or by telephone at the following address:29

~~The~~Table ~~LGL~~of ~~Group, Inc. 2525 Shader Road Orlando, Florida 32804 (407) 298-2000 Attention: Corporate Secretary~~Contents

25THE LGL GROUP, INC.

~~TABLE~~Up OFto ~~CONTENTS~~ 6,540,435 Subscription Rights

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

PROSPECTUS

The date of this prospectus is , 2026

We have not authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this prospectus. You must not rely on any unauthorized information. This prospectus is not an offer to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.

Table of Contents

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13.

Other Expenses of Issuance and Distribution.

We estimate that expenses in connection with the distribution described in this registration statement (other than brokerage commissions, discounts or other expenses relating to the sale of the securities) will be as set forth below. We will pay all of these expenses. The amounts shown below, with the exception of the SEC registration fee, are estimates.

SEC registration fee	$	16,~~434~~241.2135
NYSE fee		75,000
NYSE listing fee		*
Accounting fees and expenses		~~25,000~~*
Legal fees and expenses		~~80,000~~*
Miscellaneous		*
Subscription Agent fees and expenses		*
	$	*
Miscellaneous		—
Total	$	*

* ~~These~~Estimated ~~fees~~expenses are ~~calculated~~not ~~based~~presently onknown. To the ~~type~~extent ofrequired, ~~securities~~any ~~offered~~applicable ~~and~~prospectus supplement will set forth the ~~number~~estimated aggregate amount of ~~issuances~~expenses ~~and~~payable ~~accordingly,~~in ~~cannot~~respect beof ~~estimated~~any atoffering ~~this~~of ~~time~~securities.

Item 14.

Indemnification of Directors and Officers.

Section 145 of the DGCL provides that a corporation may indemnify directors and officers as well as other employees and individuals against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with any threatened, pending or completed actions, suits or proceedings in which such person is made a party by reason of such person being or having been a director, officer, employee or agent of the corporation. Section 145 of the DGCL also provides that expenses (including attorneys’ fees) incurred by a director or officer in defending an action may be paid by a corporation in advance of the final disposition of an action if the director or officer undertakes to repay the advanced amounts if it is determined such person is not entitled to be indemnified by the corporation. The DGCL provides that Section 145 is not exclusive of other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise. ~~The~~Our ~~Company’s~~ By-laws provide that, to the fullest extent permitted by law, the Company shall indemnify and hold harmless any person who was or is made or is threatened to be made a party or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that such person, or the person for whom he is the legally representative, is or was a director or officer of the Company, against all liabilities, losses, expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such proceeding.

Section 102(b)(7) of the DGCL permits a corporation to provide in its certificate of incorporation that a director of the corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends or unlawful stock repurchases, redemptions or other distributions, or (iv) for any transaction from which the director derived an improper personal benefit. ~~The~~Our ~~Company’s~~ Certificate of Incorporation provides for such limitation of liability.

~~The~~Our ~~Company’s~~ By-laws provide for the indemnification of, and advancement of expenses to, directors and officers of the Company (and, at the discretion of the Board, employees and agents of the Company to the extent that Delaware law permits the Company to provide indemnification to such persons) in excess of the indemnification and advancement otherwise permitted under Section 145 of the DGCL, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to the Company, its stockholders and others. The provision does not affect directors’ responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws.

~~The~~We ~~Company~~have ~~has~~ entered into agreements with ~~its~~our directors and executive officers, that require ~~the~~us ~~Company~~ to indemnify such persons to the fullest extent permitted by law, against expenses, judgments, fines, settlements and other amounts incurred (including attorneys’ fees), and advance expenses if requested by such person, in connection with investigating, defending, being a witness in, participating, or preparing for any threatened, pending, or completed action, suit, or proceeding or any alternative dispute resolution mechanism, or any inquiry, hearing, or investigation (collectively, a “Proceeding”), relating to any event or occurrence that takes place either prior to or after the execution of the indemnification agreement, related to the fact that such person is or was a director or officer of the Company, or while a director or officer is or was serving at the request of the Company as a director, officer, employee, trustee, agent, or fiduciary of another foreign or domestic corporation, partnership, joint venture, employee benefit plan, trust, or other enterprise, or was a director, officer, employee, or agent of a foreign or domestic corporation that was a predecessor corporation of the Company or of another enterprise at the request of such predecessor corporation, or related to anything done or not done by such person in any such capacity, whether or not the basis of the Proceeding is alleged action in an official capacity as a director, officer, employee, or agent or in any other capacity while serving as a director, officer, employee, or agent of the Company. Indemnification is prohibited on account of any Proceeding in which judgment is rendered against such persons for an accounting of profits made from the purchase or sale by such persons of securities of the Company pursuant to the provisions of Section 16(b) of the Exchange Act or similar provisions of any federal, state, or local laws. The indemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder.

~~The~~We ~~Company~~may ~~has entered~~purchase into a Registration Rights Agreement, dated September 19, 2013 (the “Registration Rights Agreement”), with Venator Merchant Fund, L.P., which is the selling stockholder under the Company’s resale registration statement on Form S-3 originally filed with the SEC on September 19, 2013 and ~~declared~~maintain ~~effective~~insurance on ~~November~~behalf 7,of ~~2013~~any ~~(the~~person ~~“Selling~~who ~~Stockholder”). The Selling Stockholder~~ is anor ~~investment~~was ~~limited~~a ~~partnership~~director, ~~controlled~~officer byor ~~our~~employee ~~Chairman~~ of the ~~Board~~Company, ~~Marc~~or ~~Gabelli. Mr. Gabelli~~ is ~~the~~or ~~President~~was ~~and~~serving ~~Sole~~at ~~Member of Venator Global, LLC, which is~~ the ~~sole~~request ~~general partner~~ of the ~~Selling Stockholder. Pursuant to the Registration Rights Agreement, the~~ Company ~~agreed~~as ~~to indemnify and hold harmless the Selling Stockholder and each transferee thereof in accordance with the terms of the Registration Rights Agreement (each,~~ a ~~“Holder”), each~~ director, officer, ~~partner~~ ~~and~~employee or agent of ~~each~~another ~~Holder~~company, ~~any underwriter (as defined in the Securities Act)~~partnership, ~~and~~joint ~~each person~~venture, iftrust ~~any, who controls each Holder (within the meaning of Section 15 of the Securities Act~~ or ~~Section~~other 20enterprise ofagainst ~~the~~liability ~~Exchange~~asserted ~~Act),~~ against ~~any~~him ~~losses, claims, damages or liabilities, joint or several, to which they may become subject under the Securities Act~~ and ~~applicable~~incurred ~~state~~by ~~securities laws~~him ~~insofar~~in asany such ~~losses~~capacity, ~~claims, damages~~ or ~~liabilities~~arising ~~(or actions in respect thereof) arise~~ out of orhis ~~are~~status ~~based~~as ~~upon any untrue statement or alleged untrue statement of any material fact contained in the registration statement~~such, ~~including~~whether ~~any preliminary prospectus~~ or ~~final~~not ~~prospectus forming a part of~~ the ~~registration~~Company ~~statement~~would orhave ~~any amendments or supplements thereto, arise out of or are based upon~~ the ~~omission~~power ~~or alleged omission~~ to ~~state~~indemnify ~~therein~~him aagainst ~~material~~liability fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances, or arise out of any violation by the Company of any rule or regulation promulgated under the ~~Securities~~provisions ~~Act applicable to the Company and relating to action or inaction required~~ of ~~the~~this ~~Company in connection with any such registration~~section. ~~The~~We ~~Company~~currently ~~also agreed to reimburse each~~ maintain such ~~person for any legal or other expenses reasonably incurred by him in connection with investigating or defending any such loss, claim, damage, liability or action~~insurance.

The Company may purchase and maintain insurance on behalf of any person who is or was a director, officer or employee of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Company would have the power to indemnify him against liability under the provisions of this section. The Company currently maintains such insurance.31

~~The~~Table ~~right~~ of any person to be indemnified is subject always to the right of the Company by the Board, in lieu of such indemnity, to settle any such claim, action, suit or proceeding at the expense of the Company by the payment of the amount of such settlement and the costs and expenses incurred in connection therewith.Contents

~~Insofar~~The asright ~~indemnification for~~of ~~liabilities~~any ~~arising~~person ~~under~~to ~~the~~be ~~Securities~~indemnified ~~Act~~is ~~may~~subject bealways ~~permitted~~ to ~~directors,~~the ~~officers~~right orof ~~persons controlling~~ the Company ~~pursuant to~~by the ~~foregoing provisions~~Board, orin ~~otherwise~~lieu of such indemnity, ~~the~~to ~~Company~~settle ~~has~~any ~~been~~such ~~advised~~claim, ~~that~~action, insuit or proceeding at the ~~opinion~~expense of the ~~SEC,~~Company ~~such~~by ~~indemnification~~the ~~is against~~payment ~~public~~of ~~policy~~the asamount ~~expressed~~of insuch ~~the~~settlement ~~Securities~~and ~~Act~~the costs and ~~is,~~expenses ~~therefore,~~incurred ~~unenforceable~~in connection therewith.

InInsofar ~~the~~as ~~event~~indemnification ~~that a claim~~ for ~~indemnification against such~~ liabilities ~~(other~~arising ~~than~~under the ~~payment~~Securities ofAct ~~expenses~~may ~~incurred~~be orpermitted ~~paid~~to ~~by a director~~directors, ~~officer~~ officers or persons controlling ~~person~~the inCompany apursuant ~~successful~~to ~~defense~~the offoregoing ~~any action~~provisions, ~~suit~~ or ~~proceeding) is asserted by such director~~otherwise, ~~officer~~we orhave ~~controlling person~~been inadvised ~~connection~~that ~~with the securities being registered, we will, unless~~ in the opinion of ~~its counsel~~ the ~~matter has been settled by controlling precedent~~SEC, ~~submit to the court of appropriate jurisdiction the question whether~~ such indemnification ~~by it~~ is against public policy as expressed in the Securities Act and ~~will~~is, betherefore, ~~governed by the final adjudication of such issue~~unenforceable.

AtIn ~~present,~~the ~~there is~~event nothat ~~pending~~a ~~litigation~~claim orfor ~~proceeding~~indemnification ~~involving~~against ~~any~~such liabilities (other than the payment of ~~our~~expenses ~~directors~~incurred or paid by a director, ~~officers~~officer or ~~employees~~controlling asperson toin ~~which~~a ~~indemnification~~successful defense of any action, suit or proceeding) is ~~sought~~asserted by such director, ~~nor~~ ~~are~~officer or controlling person in connection with the securities being registered, we ~~aware~~will, unless in the opinion of ~~any~~its ~~threatened~~counsel ~~litigation~~the ormatter ~~proceeding~~has ~~that~~been ~~may~~settled ~~result~~by incontrolling ~~claims~~precedent, ~~for~~submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

~~Item~~At ~~15.~~present, ~~Recent~~there ~~Sales~~is no pending litigation or proceeding involving any of ~~Unregistered~~our ~~Securities~~directors, officers or employees as to which indemnification is sought, nor are we aware of any threatened litigation or proceeding that may result in claims for indemnification.

~~None~~Item 15. Recent Sales of Unregistered Securities.

~~Item 16~~None. ~~Exhibits.~~

Exhibit No.		Description
2.1		Asset Purchase Agreement, dated as of January 31, 2014, made by and between M-tron Industries, Inc. and Trilithic, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2014).
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).
4.1		Form of Indenture (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 (Registration No. 333-235767) filed with the SEC on December 31, 2019).
4.2		Form of Certificate for Common Stock (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3 filed on September 23, 2010).
4.3**		Form of Warrant.
4.4**		Form of Warrant Agreement.
4.5		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 30, 2020).

5.1*		Opinion of Olshan Frome Wolosky LLP.
10.1		The LGL Group, Inc. 401(k) Savings Plan (incorporated by reference to Exhibit 10(b) to the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 1996).
10.2		The LGL Group, Inc. 2001 Equity Incentive Plan adopted December 10, 2001 (incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-8 filed with the SEC on December 29, 2005).
10.3		Form of Restricted Stock Agreement (2001 Equity Incentive Plan) by and between The LGL Group, Inc. and each of its directors (incorporated by reference to Exhibit 10.10 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2011).
10.4		Form of Restricted Stock Agreement (2001 Equity Incentive Plan) by and between The LGL Group, Inc. and each of its executive officers (incorporated by reference to Exhibit 10.11 to the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2011).
10.5		The LGL Group, Inc. Amended and Restated 2011 Incentive Plan (incorporated by reference to Annex A of the Company’s Definitive Proxy Statement with respect to the Company’s 2016 Annual Meeting of Stockholders, filed on April 29, 2016).
10.6		Form of Stock Option Agreement (2011 Incentive Plan) (incorporated by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-8 filed with the SEC on December 30, 2011).
10.7		Form of Restricted Stock Agreement (2011 Incentive Plan) (incorporated by reference to Exhibit 4.3 to the Company’s Registration Statement on Form S-8 filed with the SEC on December 30, 2011).
10.8		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).
10.9		Offer of Employment Letter, effective as of October 1, 2013, by and between The LGL Group, Inc. and Michael J. Ferrantino (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 7, 2013).
10.10		Agreement and Release, dated May 27, 2014, by and between Gregory P. Anderson and The LGL Group, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2014).

Table of Contents

10.11		Agreement and Release, dated May 27, 2014, by and between James L. Williams and The LGL Group, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 28, 2014).
10.12		Registration Rights Agreement, dated as of September 19, 2013, by and between the Company and Venator Merchant Fund L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on September 19, 2013).
10.13		Loan Agreement, dated as of September 30, 2014, by and between M-tron Industries, Inc. and City National Bank of Florida (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2014).
10.14		Revolving Promissory Note, dated as of September 30, 2014, by and between M-tron Industries, Inc. and City National Bank of Florida (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2014).
10.15		Cash Collateral Agreement, dated as of September 30, 2014, by and between M-tron Industries, Inc. and City National Bank of Florida (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on October 2, 2014).
10.16		Independent Contractor Agreement between The LGL Group, Inc. and James W. Tivy (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 6, 2018).
10.17		Employment Agreement between The LGL Group, Inc. and Ivan Arteaga (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 31, 2020).
10.18		Promissory Note, Piezo Technology Inc., dated April 15, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2020).
10.19		Promissory Note, MTron Industries Inc., dated April 15, 2020 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2020).
10.20		Promissory Note, Precise Time and Frequency LLC, dated April 15, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on April 20, 2020).

Item 16.

Exhibits and Financial Statement Schedules.

10.21		Loan Agreement by and among M-Tron Industries, Inc., Piezo Technology, Inc. and Synovus Bank, dated May 12, 2020. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2020).
10.22		Promissory Note in favor of Synovus Bank, dated May 12, 2020. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2020).
10.23		Security Agreement by and among M-Tron Industries, Inc., Piezo Technology, Inc. and Synovus Bank, dated May 12, 2020 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on May 5, 2020).
10.24		Employment Agreement between The LGL Group, Inc. and Joan Atkinson Nano (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the SEC on July 6, 2020).
10.25		Open Market Sale Agreement between The LGL Group, Inc. and Jefferies LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the SEC on January 23, 2020).
21.1		Subsidiaries of The LGL Group, Inc. (incorporated by reference to Exhibit 21.1 to the Company’s Annual Report on Form 10-K filed with the SEC on March 30, 2020).
23.1*		Consent of Independent Registered Public Accounting Firm – RSM US LLP.
23.2*		Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).
24.1*		Power of Attorney (included on the signature page hereto).

(a) Exhibits

_____________

Incorporated by Reference

Exhibit No.

Description

Form

File No.

Exhibit

Filing Date

Filed Herewith

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.

8-K

001-00106

10.1

August 24, 2022

Articles of Incorporation and Bylaws.

3.1

Certificate of Incorporation of The LGL Group, Inc.

8-K

001-00106

3.1

August 31, 2007

3.2

The LGL Group, Inc. By-Laws.

8-K

001-00106

3.2

August 31, 2007

3.3

The LGL Group, Inc. Amendment No. 1 to By-Laws.

8-K

001-00106

3.1

June 17, 2014

3.4

The LGL Group, Inc. Amendment No. 2 to By-Laws.

8-K

001-00106

3.1

February 21, 2020

3.5

The LGL Group, Inc. Amendment No. 3 to By-Laws.

8-K

001-00106

3.1

February 26, 2020

3.6

The LGL Group, Inc. Certificate of Amendment of Certificate of Incorporation.

8-K

001-00106

3.1

January 4, 2022

Instruments Defining the Rights of Security Holders.

4.1

Description of Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

10-K

001-00106

4.4

March 28, 2022

4.2

Form of Specimen Certificate for Subscription Rights.

4.3 ¥

Form of Subscription Agent Agreement between The LGL Group, Inc. and Computershare Trust Company, N.A. and Computershare Inc.

5.1 *

Opinion of Olshan Frome Wolosky LLP.

10.

Material Contracts.

10.1 +

The LGL Group, Inc. 2021 Incentive Plan.

DEF 14A

001-00106

Annex A

December 6, 2021

10.1a +

Form of Stock Option Agreement under The LGL Group, Inc. 2021 Incentive Plan.

10-K

001-00106

10.1a

April 1, 2024

10.1b +

Form of Restricted Stock Agreement under The LGL Group, Inc. 2021 Incentive Plan.

10-K

001-00106

10.1b

April 1, 2024

10.2 +

Form of Indemnification Agreement by and between The LGL Group, Inc. and its executive officers and directors.

10-K

001-00106

10.9

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.

8-K

001-00106

10.2

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.

8-K

001-00106

10.3

August 24, 2022

21.1

Subsidiaries of The LGL Group, Inc.

10-K

001-00106

21.1

March 31, 2025

23.1

Consent of Independent Registered Public Accounting Firm – PKF O'Connor Davies, LLP.

23.2 *

Consent of Olshan Frome Wolosky LLP (included in Exhibit 5.1).

24.1

Power of Attorney (set forth on signature page of the Registration Statement).

99.1

Form of Instructions for Use of the Subscription Rights Certificate.

99.2

For of Notice of Guaranteed Delivery.

99.3

Form of Notice to Stockholders Who Are Acting As Nominees.

107

Filing Fee Table

* Filed herewith. ** To be filed by amendment ~~or by a report filed under the Exchange Act and incorporated herein by reference~~.

~~Item~~+ ~~17.~~Indicates ~~Undertakings~~management or compensatory plan.

¥ Pursuant to Item 601(a) (5) of Regulation S-K, certain schedules and exhibits have been omitted. The ~~undersigned~~ registrant ~~hereby~~agrees ~~undertakes:~~to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon its request.

(1b) ~~To file,~~ ~~during~~Financial ~~any~~Statement ~~period in which offers or sales are being made, a post-effective amendment to this registration statement:~~Schedules

~~(i)~~The Tofinancial ~~include~~statements ~~any~~filed ~~prospectus~~as ~~required~~part byof ~~Section~~this ~~10(a)(3)~~registration ofstatement are listed in the ~~Securities~~index ~~Act;~~to the financial statements immediately preceding such financial statements, which index to the financial statements is incorporated herein by reference.

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and33

~~(iii)~~Table ~~To include any material information with respect to the plan~~ of ~~distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.~~Contents

~~Provided~~Item ~~however,~~17. that the undertakings set forth in paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statementUndertakings.

(2a) ~~That, for~~ ~~the~~The ~~purpose~~undersigned ofregistrant ~~determining~~hereby any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.undertakes:

(31) To ~~remove~~ ~~from~~file, ~~registration~~during byany ~~means~~period ofin awhich ~~post-effective~~offers ~~amendment~~or ~~any~~sales ofare ~~the securities~~ being ~~registered~~made, ~~which~~a ~~remain~~post-effective ~~unsold~~amendment atto ~~the termination~~this ofregistration ~~the offering.~~statement:

(5i) ~~That, for~~ ~~the~~To ~~purpose~~include ofany ~~determining~~prospectus ~~liability~~required ~~under~~by ~~the~~Section ~~Securities~~10(a)(3) ~~Act~~of tothe ~~any~~Securities ~~purchaser:~~Act;

(Aii) ~~Each~~To reflect in the prospectus ~~filed~~any byfacts or events arising after the ~~registrant~~effective ~~pursuant~~date toof ~~Rule~~the ~~424~~registration statement (bor the most recent post-effective amendment thereof)~~(3)~~ ~~shall~~which, beindividually ~~deemed~~or toin bethe ~~part~~aggregate, ofrepresent a fundamental change in the information set forth in the registration statement. asNotwithstanding the foregoing, any increase or decrease in volume of ~~the~~securities ~~date~~offered (if the ~~filed~~total ~~prospectus~~dollar value of securities offered would not exceed that which was ~~deemed~~registered) ~~part~~and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and ~~included~~price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(Biii) ~~Each~~To ~~prospectus~~include ~~required~~any tomaterial beinformation ~~filed~~with ~~pursuant~~respect to ~~Rule 424 (b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for~~ the ~~purpose~~plan of ~~providing~~distribution ~~the~~not ~~information~~previously ~~required~~disclosed ~~by Section 10(a) of the Securities Act shall be deemed to be part of and included~~ in the registration statement ~~as of the earlier of the date of such form of prospectus is first used after effectiveness~~ or ~~the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and~~ any ~~person~~material ~~that~~change ~~is at that date an underwriter, such date shall be deemed~~ to ~~be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of~~ such ~~securities~~information ~~at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made~~ in ~~a registration statement or prospectus that is part of~~ the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or.

~~(6) That~~provided however, ~~for~~ ~~the~~that ~~purpose of determining liability of~~ the ~~registrant~~undertakings ~~under~~set ~~the~~forth ~~Securities~~in ~~Act~~paragraphs to(a)(1)(i), ~~any~~(a)(1)(ii) ~~purchaser~~and in(a)(1)(iii) ~~the~~above ~~initial~~do ~~distribution of~~not ~~the~~apply ~~securities~~if the ~~undersigned~~information ~~registrant~~required ~~undertakes~~to ~~that~~be included in a ~~primary~~post-effective ~~offering~~amendment ofby ~~securities~~those ofparagraphs ~~the~~is ~~undersigned~~contained ~~registrant pursuant~~in toreports ~~this~~filed ~~registration~~with ~~statement,~~or ~~regardless~~furnished ofto the ~~underwriting~~SEC ~~method~~by ~~used to sell~~ the ~~securities~~registrant pursuant to ~~the~~Section ~~purchaser,~~13 ~~if the~~or ~~securities~~Section ~~are~~15(d) ~~offered~~of orthe ~~sold~~Exchange toAct ~~such~~that ~~purchaser~~are incorporated by ~~means~~reference ofin ~~any of~~ the ~~following~~registration ~~communications~~statement, ~~the~~or ~~undersigned~~is ~~registrant will~~contained bein a ~~seller~~form toof ~~the~~prospectus ~~purchaser~~filed ~~and~~pursuant ~~will be considered~~ to ~~offer~~Rule or424(b) ~~sell~~that ~~such~~is ~~securities~~part toof ~~such~~the ~~purchaser:~~registration statement.

(i2) ~~Any~~That, ~~preliminary~~for ~~prospectus~~the orpurpose ~~prospectus~~ of determining any liability under the ~~undersigned~~Securities ~~registrant~~Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering ~~required~~of such securities at that time shall be deemed to be ~~filed~~the ~~pursuant~~initial tobona ~~Rule~~fide ~~424;~~offering thereof.

(ii3) ~~Any~~To ~~free~~remove ~~writing~~from ~~prospectus~~registration ~~relating~~by tomeans ~~the~~of ~~offering~~a ~~prepared~~post-effective byamendment orany ~~on behalf~~ of the ~~undersigned~~securities ~~registrant~~being orregistered ~~used~~which orremain ~~referred~~unsold toat by the ~~undersigned~~termination ~~registrant;~~of the offering.

(~~iii~~5) ~~The~~That, ~~portion~~for ~~of any other free writing prospectus relating to~~ the ~~offering~~purpose ~~containing~~of ~~material~~determining ~~information~~liability ~~about~~under the ~~undersigned~~Securities ~~registrant~~Act orto ~~its~~any ~~securities provided by or on behalf of the undersigned registrant; and~~purchaser:

(ivA) ~~Any~~Each ~~other~~prospectus ~~communication~~filed ~~that~~by isthe anregistrant ~~offer~~pursuant into Rule 424(b)(3) shall be deemed to be part of the ~~offering~~registration ~~made~~statement byas of the ~~undersigned~~date ~~registrant~~the tofiled prospectus was deemed part of and included in the ~~purchaser.~~registration statement; and

(bB) ~~The undersigned~~ ~~registrant~~Each ~~hereby~~prospectus ~~undertakes~~required ~~that,~~to ~~for~~be ~~purposes~~filed ofpursuant ~~determining~~to ~~any~~Rule ~~liability~~424(b)(2), ~~under~~(b)(5), ~~the~~or ~~Securities~~(b)(7) ~~Act~~as part of ~~1933,~~a ~~each filing~~registration ofstatement ~~the~~in ~~registrant’s~~reliance ~~annual~~on ~~report~~Rule 430B relating to an offering made pursuant to ~~Section~~Rule 13415(a)(1)(i), (vii) or 15(dx) for the purpose of providing the ~~Securities~~information ~~Exchange~~required ~~Act~~by Section 10(a) of ~~1934~~the (Securities Act shall be deemed to be part of and~~, where~~ ~~applicable,~~included ~~each~~in ~~filing~~the registration statement as of anthe ~~employee~~earlier ~~benefit~~of ~~plan’s~~the ~~annual~~date ~~report~~of ~~pursuant~~such toform ~~Section~~of ~~15(d)~~prospectus is first used after effectiveness or the date of the ~~Securities~~first ~~Exchange Act~~contract of ~~1934)~~sale ~~that~~of issecurities ~~incorporated~~in bythe ~~reference~~offering described in the ~~registration~~prospectus. ~~statement~~As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities ~~offered~~in ~~therein~~the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(h6) ~~Insofar as~~ ~~indemnification~~That, for ~~liabilities arising under~~ the ~~Securities~~purpose ~~Act~~ of ~~1933~~determining ~~may~~liability ~~be permitted to directors, officers and controlling persons~~ of the registrant ~~pursuant~~under to the ~~foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the~~ Securities ~~and~~Act ~~Exchange~~to ~~Commission~~any ~~such~~purchaser ~~indemnification is against public policy as expressed~~ in the ~~Securities~~initial ~~Act~~distribution ~~and is,~~of ~~therefore, unenforceable. In~~ the ~~event~~securities ~~that a claim for indemnification against such liabilities (other than~~ the ~~payment~~undersigned ~~by the~~ registrant ofundertakes ~~expenses~~that ~~incurred~~in ~~or paid by~~ a ~~director,~~primary ~~officer~~offering orof ~~controlling~~securities ~~person~~ of the undersigned registrant inpursuant ~~the~~to ~~successful~~this ~~defense of~~registration ~~any action~~statement, ~~suit~~regardless orof ~~proceeding)~~the isunderwriting ~~asserted~~method byused ~~such~~to ~~director,~~sell ~~officer or controlling person in connection with~~ the securities ~~being~~ ~~registered,~~to the ~~registrant will~~purchaser, ~~unless~~if in the ~~opinion~~securities ofare ~~its~~offered ~~counsel~~or ~~the~~sold ~~matter~~to ~~has~~such ~~been~~purchaser ~~settled~~ by ~~controlling~~means ~~precedent, submit~~of toany ~~a court~~ of ~~appropriate jurisdiction~~ the ~~question~~following ~~whether~~communications, ~~such~~the ~~indemnification~~undersigned byregistrant itwill isbe ~~against~~a ~~public~~seller ~~policy~~to ~~as expressed in~~ the ~~Securities~~purchaser ~~Act~~ and will be ~~governed~~considered byto ~~the~~offer ~~final~~or ~~adjudication~~sell ofsuch securities to such ~~issue.~~purchaser:

(i) ~~The~~ Any preliminary prospectus or prospectus of the undersigned registrant ~~hereby~~relating ~~undertakes~~to ~~that:~~the offering required to be filed pursuant to Rule 424;

(1ii) ~~For purposes~~ ofAny ~~determining~~free ~~any~~writing ~~liability~~prospectus ~~under~~relating ~~the~~to ~~Securities Act,~~ the ~~information~~offering ~~omitted~~prepared ~~from~~by ~~the~~or ~~form~~on ofbehalf ~~prospectus filed as part~~ of ~~this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by~~ the undersigned registrant ~~pursuant to Rule 424(b)(1)~~ or ~~(4)~~used or ~~497(h)~~referred ~~under the Securities Act shall be deemed~~ to beby ~~part of this registration statement as of~~ the ~~time~~ itundersigned ~~was declared effective.~~registrant;

(2iii) ~~For the~~ ~~purpose~~The portion of ~~determining~~ any ~~liability~~other ~~under~~free ~~the~~writing ~~Securities Act, each post-effective amendment that contains a form of~~ prospectus ~~shall~~ ~~be deemed to be a new registration statement~~ relating to the ~~securities~~offering ~~offered~~containing ~~therein,~~material ~~and~~information about the ~~offering~~undersigned ofregistrant ~~such~~or its securities at ~~that~~provided ~~time~~by ~~shall~~or beon ~~deemed~~behalf toof be the ~~initial~~undersigned ~~bona~~registrant; ~~fide offering thereof.~~and

~~SIGNATURES~~(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on October 23, 2020.34

~~THE~~Table ~~LGL~~of ~~GROUP, INC. By: /s/ Ivan Arteaga Ivan Arteaga President and Chief Executive Officer (Principal Executive Officer)~~Contents

~~POWER~~(b) OFThe ~~ATTORNEY~~undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

~~KNOW~~(h) ~~ALL~~Insofar BYas ~~THESE PERSONS~~indemnification ~~PRESENT,~~for ~~that~~liabilities arising under the ~~persons~~Securities ~~whose~~Act ~~signatures~~may ~~appear~~be ~~below~~permitted doto ~~hereby~~directors, ~~constitute~~officers and ~~appoint~~controlling ~~Ivan~~persons ~~Arteaga~~of ~~and~~the ~~James~~registrant W.pursuant ~~Tivy, and~~to ~~each~~the offoregoing ~~them~~provisions, ~~with~~or ~~full~~otherwise, ~~power~~the ofregistrant ~~substitution~~has ~~and~~been ~~full~~advised ~~power~~that toin ~~act without~~ the ~~other,~~opinion ~~his~~of ~~true~~the ~~and~~SEC ~~lawful~~such ~~attorney-in-fact and~~indemnification ~~agent~~is toagainst ~~act~~public ~~for~~policy ~~him~~as expressed in ~~his~~the ~~name,~~Securities ~~place~~Act and ~~stead~~is, intherefore, ~~any~~unenforceable. ~~and~~In ~~all~~the ~~capacities,~~event tothat ~~sign~~ a ~~registration~~claim ~~statement~~for onindemnification ~~Form~~against ~~S-1 and~~such ~~any~~liabilities or(other ~~all~~than ~~amendments~~the ~~thereto~~payment ~~(including~~by ~~without~~the ~~limitation~~registrant ~~any~~of ~~post-effective~~expenses ~~amendments~~incurred ~~thereto),~~or ~~and~~paid ~~any~~by ~~registration~~a ~~statement for~~director, ~~the~~officer ~~same~~or ~~offering~~controlling ~~that~~person isof tothe beregistrant ~~effective~~in ~~under~~the ~~Rule~~successful ~~462(b)~~defense of ~~the~~any ~~Securities Act~~action, ~~and~~suit toor ~~file~~proceeding) ~~each~~is ofasserted ~~the~~by ~~same,~~such ~~with all exhibits thereto~~director, ~~and~~officer ~~other~~or ~~documents~~controlling person in connection ~~therewith,~~ with the ~~Securities~~securities ~~and~~being ~~Exchange Commission~~registered, ~~granting~~the ~~unto~~registrant ~~said~~will, ~~attorneys-~~unless in~~-fact and~~ ~~agents,~~the ~~and~~opinion ~~each~~ of ~~them,~~its ~~full~~counsel ~~power~~the ~~and~~matter ~~authority~~has tobeen dosettled ~~and~~by ~~perform~~controlling ~~each~~precedent, ~~and~~submit ~~every act and thing requisite and necessary~~ to be ~~done~~a incourt ~~and~~of ~~about~~appropriate jurisdiction the ~~premises~~question inwhether ~~order~~such toindemnification ~~effectuate~~by ~~the~~it ~~same~~is asagainst ~~fully,~~public topolicy ~~all intents and purposes,~~ as heexpressed ~~might or could do~~ in ~~person,~~the ~~hereby~~Securities ~~ratifying~~Act and ~~confirming~~will ~~all~~be ~~that~~governed ~~said~~by ~~attorneys-in-fact~~the ~~and~~final ~~agents,~~adjudication ~~or any~~ of ~~them,~~such ~~may lawfully do or cause to be done by virtue hereof~~issue.

~~Pursuant~~(i) toThe ~~the requirements~~undersigned ~~of the Securities Exchange Act of 1934, this registration statement has been signed by the following persons on behalf of the~~ registrant ~~and~~hereby inundertakes ~~the capacities and on the dates indicated.~~that:

SIGNATURE	CAPACITY	DATE
/s/ Ivan Arteaga	President, Chief Executive Officer and Director	October 23, 2020
Ivan Arteaga	(Principal Executive Officer)
/s/ James W. Tivy	Chief Financial Officer	October 23, 2020
James W. Tivy	(Principal Financial Officer)
/s/ Joan Atkinson Nano	Chief Accounting Officer	October 23, 2020
Joan Atkinson Nano	(Principal Accounting Officer)
/s/ Marc J. Gabelli	Director	October 23, 2020
MARC J. GABELLI
/s/ Timothy Foufas	Director	October 23, 2020
Timothy Foufas
/s/ Donald H. Hunter	Director	October 23, 2020
Donald H. Hunter
/s/ Manjit Kalha	Director	October 23, 2020
Manjit Kalha
/s/ Bel Lazar	Director	October 23, 2020
Bel Lazar
/s/ Michael Ferrantino, Jr.	Director	October 23, 2020
Michael Ferrantino, Jr.
/s/ John Mega	Director	October 23, 2020
John Mega
/s/ Robert LaPenta. Jr.	Director	October 23, 2020
Robert LaPenta, JR.

(1)

For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(2)

For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Orlando, State of Florida, on May 14, 2026.

	THE LGL GROUP, INC.


	By:	/s/ Jason D. Lamb
		Jason D. Lamb
		Chief Executive Officer
		(Principal Executive Officer)

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Jason D. Lamb and Patrick Huvane, and each of them, his or her true and lawful attorney in fact and agent, with full power of substitution and re-substitution, for him or her in his or her name, place and stead, in any and all capacities, to sign any and all amendments, including post-effective amendments, to this registration statement and any registration statement relating to the offering covered by this registration statement and filed pursuant to Rule 462(b) under the Securities Act of 1933 and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and conforming all that said attorney in fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.

SIGNATURE	CAPACITY	DATE

/s/ Jason D. Lamb	Chief Executive Officer	May 14, 2026
JASON D. LAMB	(Principal Executive Officer)

/s/ Patrick Huvane	Executive Vice President - Business Development	May 14, 2026
PATRICK HUVANE	(Principal Financial Officer)

/s/ Linda M. Biles	Vice President and Controller	May 14, 2026
LINDA M. BILES	(Principal Accounting Officer)

/s/ Marc Gabelli	Executive Chairman of the Board	May 14, 2026
MARC GABELLI

/s/ Kaan Aslansan	Director	May 14, 2026
KAAN ASLANSAN

/s/ Darlene DeRemer	Director	May 14, 2026
DARLENE DEREMER

/s/ Herve Francois	Director	May 14, 2026
HERVE FRANCOIS

/s/ Manjit Kalha	Director	May 14, 2026
MANJIT KALHA

/s/ Colin J. Kilrain	Director	May 14, 2026
COLIN J. KILRAIN

Filing Compare · LGL GROUP INC