Trans-Lux Corp (TNLX)

[Enterprising Investor]

Form 8-K:

Unregistered Sale of Equity Securities;

On April 5, 2019, Unilumin North America, Inc. (“ Unilumin ”) exercised a warrant (the “ Warrant ”) to purchase 3,608,247 shares of common stock, par value $0.001 (“ Common Stock ”), of Trans-Lux Corporation (the “ Company ”), in connection with the closing of the Company’s Rights Offering (defined below), for aggregate gross proceeds to the Company of $3.5 million. As a result of such exercise, Unilumin currently owns 52.2% of the Company’s outstanding Common Stock.

The Common Stock issued in connection with the exercise of the Warrant was issued in reliance of the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.

Item 8.01 Other Events

On April 5, 2019, the Company completed its previously announced registered rights offering (the “ Rights Offering ”). The Company accepted subscriptions for a total of 2,500,000 shares of its Common Stock, representing approximately all of the shares offered, for aggregate gross proceeds to the Company of $2.5 million. The Company has instructed Continental Stock Transfer & Trust Company, the subscription agent for the Rights Offering and the Company’s transfer agent, to issue the shares and distribute the sale proceeds.

The Company used a portion of the proceeds from the Rights Offering and the exercise of the Warrant by Unilumin to satisfy certain debt obligations including its obligations under its credit and security agreement (“ Credit Agreement ”) with CNH Finance Fund I, L.P., and the Credit Agreement was terminated. The Company will use the remaining proceeds for working capital and general corporate purposes.