UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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Registrant’s telephone number, including area code: (
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 21, 2023, the Company accepted the resignation of Yang Liu from the position of Director of the Company. Mr. Liu’s departure was not the result of any disagreement related to any matter involving the Company’s operations, policies or practices.
On April 21, 2023, Trans-Lux Corporation announced the appointments of Marco Elser and Jie Feng as Directors of the Company. Neither Mr. Elser or Mr. Feng is a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K except with respect to (i) Mr. Elser, his position as investment manager under which he exercises voting and dispositive power at Carlisle Investments Inc, with whom the Company owes $1.0 million of loans and $630,000 of accrued interest, and (ii) Mr. Feng, his employment with Unilumin, the Company’s largest stockholder. There are no arrangements or understandings between Messrs. Elser and Feng and any other person pursuant to which such individuals were selected as a director. Messrs. Elser and Feng will be entitled to the compensation the Company offers its other non-employee directors from time to time, including any annual retainers and equity compensation.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: April 21, 2023 | TRANS-LUX CORPORATION | ||
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| By: | /s/ Todd Dupee | |
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| Name: | Todd Dupee |
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| Title: | Senior Vice President and Chief Accounting Officer |
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Document And Entity Information |
Apr. 21, 2023 |
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| Document Information Line Items | |
| Entity Registrant Name | TRANS-LUX CORPORATION |
| Document Type | 8-K |
| Amendment Flag | false |
| Entity Central Index Key | 0000099106 |
| Document Period End Date | Apr. 21, 2023 |
| Entity Emerging Growth Company | false |
| Entity Incorporation, State or Country Code | DE |
| Entity File Number | 1-2257 |
| Entity Tax Identification Number | 13-1394750 |
| Entity Address, Address Line One | 254 West 31st Street, |
| Entity Address, Address Line Two | 12th Floor, |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10001 |
| City Area Code | 800 |
| Local Phone Number | 243-5544 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |