Material Agreement

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   FORM 8-K   CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934   Date of report (Date of earliest event reported): August 24, 2022   THE LGL GROUP, INC . (Exact Name of Registrant as Specified in Charter)       Delaware 001-00106 38-1799862 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)       2525 Shader Road , Orlando , FL 32804 (Address of Principal Executive Offices) (Zip Code)   Registrant’s Telephone Number, Including Area Code: ( 407 ) 298-2000 (Former Name or Former Address, If Changed Since Last Report)   Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Securities registered pursuant to Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, par value $0.01   LGL   New York Stock Exchange           Warrants to Purchase Common Stock, par value $0.01   LGL WS   New York Stock Exchange   Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).   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 13(a) of the Exchange Act.       ☐   Item 1.01 . Entry into a Material Definitive Agreement. On August 19, 2022, The LGL Group, Inc. (the “Company” or “LGL”), in in connection with its contemplated spin-off of M-tron Industries, Inc (“Mtron”) to holders of LGL common stock, which has an anticipated distribution date of October 7, 2022 (the “Distribution”), entered into amendments to the agreements previously entered into with Mtron on August 3, 2022. The parties entered into (i) an Amended and Restated Separation and Distribution Agreement which provides for, among other things, the mechanics for effecting the Distribution as well as certain ongoing responsibilities of Mtron and LGL subsequent to the Distribution, (ii) an Amended and Restated Transitional Administrative and Management Services Agreement with Mtron, which, among other things, specifies that LGL will provide Mtron, and Mtron will provide LGL, with certain administrative and management services for up to a twelve-month period after the Distribution, and (iii) an Amended and Restated Tax Indemnity and Sharing Agreement, which, among other things, contains certain agreements and covenants related to tax matters involving LGL and Mtron and covers time periods before and after the Distribution. For more information regarding the agreements entered into in connection with the Distribution, please refer to Mtron’s registration statement on Form 10, as amended. The foregoing description of the Amended and Restated Separation and Distribution Agreement, Amended and Restated Transitional Administrative and Management Services Agreement, and Amended and Restated Tax Indemnity and Sharing Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Current Report on Form 8-K and incorporated herein by reference. Item 9.01 . Financial Statements and Exhibits. (d) Exhibits     Exhibit No. Description 10.1 Amended and Restated Separation and Distribution Agreement, dated as of August 19, 2022, by and between The LGL Group, Inc. and M-tron Industries, Inc. 10.2 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. 10.3 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. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).             SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.   August 24, 2022 THE LGL GROUP, INC.           By: /s/ James W. Tivy     Name: James W. Tivy     Title: Chief Financial Officer