TRANS-LUX CORPORATION (OTCMKTS:TNLX) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement
On June 4, 2020, Trans-Lux Corporation and its wholly-owned subsidiary FairPlay Corporation (individually and collectively, the “Company”) entered into a Contract Manufacturing Agreement (the “Agreement”) with Craftsmen Industries Inc. (“Craftsmen”). The Agreement commences June 15, 2020 and the initial term terminates December 31, 2020. The Agreement allows for renewal terms of 180 days each.
Under the Agreement, Craftsmen shall manufacture and supply goods and provide all necessary labor, materials, management expertise, and oversight necessary to manufacture the goods at the Company’s manufacturing facility located in Hazelwood, Missouri. The Company shall provide Craftsmen assistance to the manufacturing process, the technical details as well as the amount of goods to be produced.
The agreement provides that all payments owed by the Company to Craftsmen under this Agreement are secured by a second lien on company assets and have been guaranteed by Unilumin USA LLC (“Unilumin USA”). Unilumin USA is wholly owned by Unilumin North America, who owns 52% of the Company’s outstanding Common Stock, par value $0.001 per share (“Common Stock”).
In connection with the Unilumin Guarantee in the Agreement, the Company issued warrants (the “Warrants”) to purchase 4,000,000 shares of the Company’s Common Stock to Unilumin USA at an exercise price of $1.00 per share. The Warrants are exercisable until June 4, 2024.
The foregoing description of the 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 Agreement, which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 3.02 Unregistered Sale of Equity Securities
In connection with the Unilumin Guarantee in the Agreement, the Company issued the Warrants to purchase 4,000,000 shares of the Company’s Common Stock to Unilumin USA at an exercise price of $1.00 per share. The Warrants are exercisable until June 4, 2024.
The Warrants were issued and granted to Unilumin to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
TRANS LUX Corp Exhibit
EX-10.1 2 exhibit10_1.htm EXHIBIT 10.1 Exhibit 10.1 Exhibit 10.1 CONTRACT MANUFACTURING AGREEMENT This Contract Manufacturing Agreement (the “Agreement”) is effective as of June 4,…
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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.
