mpti-s1.DOCX.htm

2525 Shader Road	32804
Orlando, Florida	(Zip Code)
(Address of Principal Executive Offices)

Title of each class to be so registered		Name of each exchange on which each class is to be registered
Common Stock, $0.01 par value		New York Stock Exchange American

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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	☐
Non-accelerated filer	☑	Smaller reporting company	☑
		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. ☑

Certain information required to be included herein is incorporated by reference to specifically identified portions of the body of the information statement filed herewith as Exhibit 99.1 (the “information statement”). None of the information contained in the information statement shall be incorporated by reference herein or deemed to be a part hereof unless such information is specifically incorporated by reference.

The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Cautionary Statement Regarding Forward-Looking Statements,” “The Spin-Off,” “Capitalization,” “Unaudited Pro Forma Financial Statements,” “Business,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Certain Relationships and Related Party Transactions,” “Management,” “Executive Compensation,” “Where You Can Find More Information” and “Index to Combined Carve-Out Financial Statements” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the sections “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the sections “Summary,” “Risk Factors,” “Capitalization,” “Unaudited Pro Forma Financial Statements,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Index to Combined Carve-Out Financial Statements” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the section “Business -- Properties” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the section “Security Ownership of Certain Beneficial Owners and Management” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the section “Management” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the sections “Executive Compensation” and “Management” of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the sections “The Spin-Off,” “Certain Relationships and Related Party Transactions” and “Management” of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the section “Business–Legal Proceedings” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the sections “Summary,” “Risk Factors,” “The Spin-Off,” “Dividend Policy” and “Description of Capital Stock” of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the section “Description of Capital Stock–Sale of Unregistered Securities” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the section “Description of Capital Stock” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the sections “The Spin-Off–Relationship Between Mtron and the Company” and “Description of Capital Stock–Limitation on Liability and Indemnification of Directors and Officers” of the information statement. That section is incorporated herein by reference.

The information required by this item is contained in the sections “Selected Historical Financial Information” and “Index to Combined Carve-Out Financial Statements” (and the statements referenced therein) of the information statement. Those sections are incorporated herein by reference.

The information required by this item is contained in the sections “Index to Combined Carve-Out Financial Statements” (and the statements referenced therein) of the information statement. That section is incorporated herein by reference.

Exhibit Number		Exhibit Title
2.1		Form of Separation and Distribution Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.
3.1		Form of Amended and Restated Certificate of Incorporation of M-tron Industries, Inc.
3.2		Form of Amended and Restated Bylaws of M-tron Industries, Inc.
4.1		2022 Incentive Plan of M-tron Industries, Inc.
10.1		Form of Transitional Administrative and Management Services Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.
10.2		Form of Tax Indemnity and Sharing Agreement by and between The LGL Group, Inc. and M-tron Industries, Inc.
21.1		Subsidiaries of M-tron Industries, Inc.
99.1		Information Statement of M-tron Industries, Inc., preliminary and subject to completion, dated May 11, 2022.

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.


M-TRON INDUSTRIES, INC.
By:	/s/ James W. Tivy
	Name: James W. Tivy
	Title: Chief Financial Officer

Delaware	46-0457994
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)