v3.26.1
Note 10 - Stockholders' Equity
 6 Months Ended
Jun. 30, 2026
Notes to Financial Statements  
Equity [Text Block]

10. Stockholders' Equity

 

Shares Outstanding

 

The following table presents a rollforward of outstanding shares for the periods indicated:

  

Six Months Ended June 30, 2026

 

Year Ended December 31, 2025

  

Common Stock Issued

 

Held in Treasury

 

Common Stock Outstanding

 

Common Stock Issued

 

Held in Treasury

 

Common Stock Outstanding

Shares, beginning of year

  6,307,997   (133,047)  6,174,950   5,454,639   (81,584)  5,373,055 

Stock-based compensation

  162,402   —   162,402   16,156   —   16,156 

Stock issued for settlement of warrants

  214,462   —   214,462   837,202   —   837,202 

Shares withheld for income taxes

  (1,379)  —   (1,379)  —   —   — 

Repurchase of common stock

  —   —   —   —   (51,463)  (51,463)

Shares, end of period

  6,683,482   (133,047)  6,550,435   6,307,997   (133,047)  6,174,950 

 

 

 

Warrants to Purchase Common Stock

 

On  November 16, 2020, the Company issued 5,258,320 "European-style" warrants (the "Warrants") to holders of record of outstanding shares of the Company's common stock, par value $0.01 (the "Common Stock") as of  November 9, 2020. The Warrants were listed on the NYSE American and traded under the symbol "LGL WS." Five (5) Warrants entitled their holder to purchase one (1) share of Common Stock at an exercise price of $12.50 and were exercisable at the earlier of (i) the expiration of the warrant term, which is  November 16, 2025, or (ii) subject to a date acceleration if triggered only after the average volume weighted average price ("VWAP") of LGL Group Common Stock for 30 consecutive trading days is greater than or equal to $17.50. The Warrants also provided for the adjustment of the exercise price and the trigger price for potential acceleration of the exercise date, upon the occurrence of certain dilutive events.

 

Pursuant to the warrant agreement, the Distribution was a qualifying dilutive event that required an adjustment to the exercise price and the trigger price for potential acceleration of the exercise date. Effective  October 18, 2022, the warrant exercise price was adjusted to $4.75 and the target trigger price for potential acceleration of the exercise date was adjusted to $6.65 ("Adjusted Trigger Price").

 

On  March 4, 2025, the average VWAP of LGL Group Common Stock exceeded the Adjusted Trigger Price for 30 consecutive trading days, which resulted in the Warrants becoming immediately exercisable.

 

On  November 6, 2025, the Company's Board of Directors (the "Board") approved an extension to the expiration date from  November 16, 2025, a Sunday, which allowed holders to exercise their Warrants by the close of business on  November 17, 2025, to Tuesday December 9, 2025. The Company subsequently extended the expiration date to  December 31, 2025.

 

As of  December 31, 2025, Warrant holders exercised 4,186,010, or 79.6%, of the Warrants, in a net share settlement of 837,202 shares of Common Stock. The remaining 1,072,310 Warrants expired unexercised in accordance with their terms. However, on  January 22, 2026, the Company distributed 214,462 unallocated shares of Common Stock to Warrant holders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $5.0 million.

 

Subscription Rights Offering

 

On June 5, 2026, the Company issued 6,550,435 transferable subscription rights (the "Rights") to holders of record of outstanding shares of the Common Stock as of June 4, 2026 (the "Rights Offering"). One (1) Right entitles their holder to purchase one (1) share of Common Stock at a subscription price of $6.90. The Rights Offering had an initial expiration date of June 23, 2026 but was extended to July 15, 2026. The Rights were initially listed on the NYSE American and traded under the symbol "LGL RT." Effective June 29, 2026, the Rights ceased trading on the NYSE American and began trading on the OTC Markets under the symbol "LGLGR."

 

As of July 24, 2026, the Company completed the Rights Offering. Rightsholders exercised 3,419,215, or 52.1%, of the Rights, in a net share settlement of 3,419,215 shares of Common Stock. The remaining 3,131,220 Rights expired unexercised in accordance with their terms. The Company distributed 2,643,499 shares of the 3,131,220 unallocated shares of Common Stock to Rightsholders who elected to participate in the over-subscription privilege. The gross proceeds to the Company were $41.8 million.

 

Share Repurchase Program

 

On  August 29, 2011, the Board authorized an expansion of its previously announced share repurchase program, pursuant to which the Company  may repurchase up to an additional 347,491 shares of its common stock in accordance with applicable securities laws. This authorization increased the total number of shares authorized for repurchase under the Company's 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 Company shall deem appropriate. No shares were repurchased by the Company in 2026. As of June 30, 2026, the Company had repurchased a total of 133,047 shares of common stock at a cost of $946, which shares are currently held in treasury.