Item 8.01 Other Events.
Trans-Lux Corporation (the "Company") is relying on the U.S. Securities and
Exchange Commission's Order under Section 36 of the Securities Exchange Act of
1934, as amended, Granting Exemptions From Specified Provisions of the Exchange
Act and Certain Rules Thereunder dated March 25, 2020 (Release No. 34-88465)
(the "Order") to delay the filing of its Form 10-Q (the "Form 10-Q") for the
quarter ended March 31, 2020 due to the circumstances related to the COVID-19
pandemic. In particular, COVID-19 has caused the Company's office in New York,
New York to close and the Company issued a work from home policy to protect its
employees and their families from potential virus transmission among
co-workers. The office closures and work from home policy have in turn caused a
delay in the completion of our Form 10-Q process. As a result, the Company will
not be able to timely review and prepare the Company's Form 10-Q for the three
months ended March 31, 2020.
The Company is supplementing the risk factors previously disclosed in the
Company's Annual Report on Form 10-K for the year ended December 31, 2019 with
the following risk factor:
Our results of operations may be negatively impacted by
the coronavirus outbreak.
We are closely monitoring the impact of the 2019 novel coronavirus, or COVID-19,
on all aspects of our business. In March 2020, the World Health Organization
characterized COVID-19 as a pandemic and the President of the United States
declared the COVID-19 outbreak a national emergency. Since then, the COVID-19
pandemic has rapidly spread across the globe and has already resulted in
significant volatility, uncertainty and economic disruption. The outbreak of
COVID-19 has caused and may continue to cause travel bans or disruptions, and in
some cases, prohibitions of non-essential activities, disruption and shutdown of
businesses and greater uncertainty in global financial markets. The impact
of COVID-19 is fluid and uncertain, but it has caused and may continue to cause
various negative effects, including an inability to meet with actual or
potential customers, our end customers deciding to delay or abandon their
planned purchases or failing to make payments, and delays or disruptions in our
or our partners' supply chains. As a result, we may experience extended sales
cycles, our ability to close transactions with new and existing customers and
partners may be negatively impacted, and the efficiency and effect of those
activities, may be negatively affected, and it has been and, until the COVID-19
outbreak is contained, will continue to be more difficult for us to forecast our
operating results. These uncertainties have, and may continue to, put pressure
on global economic conditions and overall LED display spending and may cause our
end customers to modify spending priorities or delay or abandon purchasing
decisions, thereby lengthening sales cycles and potentially lowering prices for
our solutions, and may make it difficult for us to forecast our sales and
operating results and to make decisions about future investments, any of which
could materially harm our business, operating results and financial condition.
Further, our management team is focused on addressing the impacts of COVID-19 on
our business, which has required and will continue to require, a large
investment of their time and resources and may distract our management team or
disrupt our 2020 operating plans. The extent to which COVID-19 ultimately
impacts our results of operations, cash flow and financial position will depend
on future developments, which are uncertain and cannot be predicted, including,
but not limited to, the duration and spread of the outbreak, its severity, the
actions taken by governments and authorities to contain the virus or treat its
impact, and how quickly and to what extent normal economic and operating
conditions can resume. Even after the COVID-19 pandemic has subsided, we may
continue to experience materially adverse impacts to our business as a result of
its global economic impact, including as a result of any recession that may
occur.
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