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

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

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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 September 16, 2019, Trans-Lux Corporation (the “Company”) entered into that certain Loan and Security Agreement (the “Loan Agreement”) with its wholly-owned subsidiaries FairPlay Corporation (jointly, severally and collectively, “Borrowers” and each a “Borrower”), and Trans-Lux Canada Ltd., Trans-Lux Display Corporation, Trans-Lux Investment Corporation and Trans-Lux Energy Corporation jointly, severally and collectively, “Guarantors” and each a “Guarantor”; and together with Borrowers, jointly, severally and collectively, “Loan Parties” and each a “Loan Party”) and MidCap Business Credit LLC (“MidCap”) as lender.

Under the Loan Agreement, the Borrowers are able to borrow up to an aggregate of $4 million on a revolving credit loan based on accounts receivable, inventory and equipment for general working capital purposes.  The Loan Agreement has a term of three years, unless earlier terminated by the parties in accordance with the termination provisions of the Loan Agreement.

Interest under the Loan Agreement is payable monthly in arrears and accrues at a rate per annum equal to the 3-minth LIBOR interest rate plus 4.75%.

The Loan Agreement also requires the payment of certain fees, including, but not limited to a facility fee, an unused credit line fee and a collateral monitoring charge.

The Loan Agreement contains financial and other covenant requirements, including, but not limited to, financial covenants that require the Borrowers to attain certain EBITDA amounts for certain periods.

The Loan Agreement is secured by substantially all of the Borrowers’ assets.  The foregoing description of the Loan Agreement is included to provide information regarding its terms.  It does not purport to be a complete description and is qualified in its entirety by reference to the full text of the Loan Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 8.01        Other Events

On September 12, 2019, the balance of the Company’s outstanding Series B Convertible Preferred Stock (“Series B Preferred Stock”) was converted into Common Stock to the terms of the Series B Preferred Stock.  As a result of the conversion, the Company currently has 13,446,276 shares of Common Stock outstanding and no shares of Series B Preferred Stock outstanding.

Item 9.01.  Financial Statements and Exhibits

(d) Exhibits.

TRANS LUX Corp Exhibit
To view the full exhibit click here


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.

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