Subsequent Events

3 Months Ended

Mar. 31, 2023

Subsequent Events [Abstract]

Subsequent Events

10. Subsequent Events

On April 5, 2023, the Company announced that on April 4, 2023, Bart C. Shuldman had resigned as the Company’s Chief Executive Officer and as a director of the Company, effective immediately (the “Effective Time”).  Mr. Shuldman’s resignation as director is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.  On April 4, 2023, the Board of Directors appointed John M. Dillon, a Board member, to serve as interim Chief Executive Officer of the Company, effective as of the Effective Time. In this capacity, Mr. Dillon serves as the Company’s principal executive officer.  Mr. Dillon will continue to serve on the Board of Directors, but has resigned from his position as Audit Committee chair and from his membership on each of the committees of the Board of Directors.  On May 8, 2023, the Board of Directors removed the “interim” designation and the Company announced that Mr. Dillon would continue in the role of Chief Executive Officer indefinitely, subject to the terms of his employment agreement.

See Exhibit 10.1 “Separation Agreement and General Release, dated April 20, 2023 between the Company and Bart C. Shuldman” and Exhibit 10.2 “Letter Agreement dated April 24, 2023 between the Company and John M. Dillon” in Item 6. Exhibits of this Quarterly Report on Form 10-Q.

On May 1, 2023, TransAct and Siena Lending Group LLC signed a Letter Amendment to the Siena Credit Facility.  Section 7.1(m) of the Siena Credit Facility requires that any successor to Mr. Shuldman be reasonably acceptable to Siena Lending Group LLC and this Letter Amendment confirmed that Mr. Dillon is an acceptable successor to Mr. Shuldman.

The Company has evaluated all events or transactions that occurred up to the date the Condensed Consolidated Financial Statements were available to be issued.  Based upon this review, the Company did not identify any additional subsequent events that would have required adjustment or disclosure in the Condensed Consolidated Financial Statements.