TRANS-LUX CORPORATION (OTCMKTS:TNLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement

The information provided in Item 2.03 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

On June 11, 2018, Trans-Lux Corporation (the “Company”) entered into that certain Subordinated Secured Promissory Note (the “First SM Note”) with SM Investors, L.P. (“SMI”), to which the Company has borrowed $330,000 from SMI at an initial interest rate of 10.00%. The maturity date of the note is the earlier of June 11, 2020 or the Company’s completion of an additional financing package of at least $1 million.

On June 11, 2018, the Company entered into that certain Subordinated Secured Promissory Note (the “Second SM Note”) with SM Investors II, L.P. (“SMII”), to which the Company has borrowed $670,000 from SMI at an initial interest rate of 10.00%. The maturity date of the note is the earlier of June 11, 2020 or the Company’s completion of an additional financing package of at least $1 million.

In connection with the First SM Note and the Second SM Note, the Company and its wholly-owned subsidiaries Trans-Lux Display Corporation, Trans-Lux Midwest Corporation and Trans-Lux Energy Corporation, as borrowers, entered into a Waiver, Consent and Ninth Amendment to the Credit and Security Agreement (“Ninth Amendment”), dated as of June 11, 2018, with CNH Finance Fund I, L.P. as lender (“CNH”), to provide for certain amendments to that certain Credit and Security Agreement with CNH, dated July 12, 2016, to allow for the Company’s entry into the First SM Note with SMI and the Second SM Note with SMII and the security interests granted to SMI and SMII thereunder.

The Company, SMI, SMII and CNH also entered into a Subordination and Intercreditor Agreement (the “SIA”), dated as of June 11, 2018, setting forth CNH’s senior lien position to all collateral of the Company, and the rights of each of CNH, SMI and SMII with respect to the collateral of the Company. The SIA allows the Company to make payments to SMI and SMII as long as the Company is not in default on the Credit and Security Agreement with CNH.

The foregoing description of the First SM Note, the Second SM Note, the Ninth Amendment and the SIA is included to provide information regarding their terms. It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the First SM Note, the Second SM Note, the Ninth Amendment and the SIA, each of which are filed as exhibits hereto and are incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities

In connection with the First SM Note and the Second SM Note, the Company issued warrants to SMI & SMII to purchase an aggregate of 250,000 shares of the Company’s Common Stock at an exercise price of $0.01 per share. The warrants expire on June 11, 2021. The Company, SMI and SMII are in the process of finalizing the documentation of the warrants. The issuance of the warrants was completed in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3

TRANS LUX Corp Exhibit
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,…
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About TRANS-LUX CORPORATION (OTCMKTS:TNLX)

Trans-Lux Corporation is a designer and manufacturer of digital signage display solutions. The Company designs, manufactures, distributes and services the elements of these systems that are real-time, programmable digital displays. These display systems utilize light emitting diode (LED) technologies. In addition, its LED lighting division provides lighting solutions that feature an offering of LED lighting technologies that provide facilities and public infrastructure with green lighting solutions. It operates through two segments: the Digital display sales division, and the Digital display lease and maintenance division. In North America, it markets digital display products in the United States and Canada using a combination of distribution channels, including direct sales representatives and a network of independent dealers and distributors. By working with software vendors and using the Internet, it offers information, content management software and display hardware.