UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

M-tron Industries, Inc.

(Exact name of Registrant as Specified in Its Charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  ☒ 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ☐  

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates: 333-284635

Securities to be registered pursuant to Section 12(g) of the Act: None

Explanatory Note

This Amendment No. 1 on Form 8-A/A (this “Amendment”) is being filed to amend the Registration Statement on Form 8-A filed by M-tron Industries, Inc. (the “Company”) with the Securities and Exchange Commission on March 30, 2026 (the “Original Form 8-A”) with respect to the Company’s offering of transferable subscription rights. A copy of the Instructions for use of Subscription Rights Certificates was attached to the Original Form 8-A as Exhibit 4.2. Subsequent to the filing of the Original Form 8-A, it was discovered that Exhibit 4.2 contained a typographical error. This Amendment provides a corrected version of Exhibit 4.2.

SIGNATURE

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, thereto duly authorized.