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): December 28, 2021
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THE LGL GROUP, INC. |
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(Exact Name of Registrant as Specified in Charter) |
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Delaware |
001-00106 |
38-1799862 |
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(State or Other Jurisdiction
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(Commission
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(IRS Employer
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2525 Shader Road, Orlando, FL |
32804 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (407) 298-2000
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $0.01 |
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LGL |
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New York Stock Exchange |
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Warrants to Purchase Common Stock, par value $0.01 |
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LGL WS |
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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 5.03.Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 28, 2021, the Shareholders approved and adopted a change to the Company’s Certificate of Incorporation (the “COI Amendment”), which COI Amendment was filed and is expected to be effective December 28, 2021. The COI Amendment increases the number of authorized shares to Thirty Million (30,000,000) shares of Common Stock, $0.01 par value per share.
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
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Exhibit No. |
Description |
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3.1 |
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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.
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January 4, 2022 |
THE LGL GROUP, INC. |
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By: |
/s/ James W. Tivy |
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Name: |
James W. Tivy |
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Title: |
Chief Financial Officer |
Exhibit 3.1
TO THE
CERTIFICATE OF INCORPORATION
OF
THE LGL GROUP, INC.
THE LGL GROUP, INC. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
1.The name of the Corporation is The LGL Group, Inc. The Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on July 12, 2007 (as amended, the “Certificate of Incorporation”).
2.This Certificate of Amendment amends and restates Paragraph FOUR of the Certificate of Incorporation to read in its entirety as follows:
“FOURTH The aggregate number of shares of stock that the Corporation shall have authority to issue is Thirty Million (30,000,000) shares of Common Stock, $0.01 par value per share.”
3.This Certificate of Amendment was duly adopted in accordance with the provisions of Section 242 of the DGCL by the directors and stockholders of the Corporation.
IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment this 28th day of December, 2021.
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THE LGL GROUP, INC. |
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By: |
/s/ James W. Tivy |
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Name: |
Chief Financial Officer |
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Date: |
December 28, 2021 |