Richardson Electronics Enters Material Definitive Agreement

TL;DR

RELL signs new deal, details to follow.

AI Summary

On January 24, 2025, Richardson Electronics, Ltd. entered into a material definitive agreement. The filing also includes Regulation FD Disclosures and Financial Statements and Exhibits. The company is incorporated in Delaware and headquartered in LaFox, Illinois.

Why It Matters

This filing indicates a significant new agreement for Richardson Electronics, which could impact its future business operations and financial performance.

Risk Assessment

Risk Level: medium — Material definitive agreements can introduce new risks or opportunities that are not yet fully understood.

Key Players & Entities

• RICHARDSON ELECTRONICS, LTD. (company) — Registrant
• January 24, 2025 (date) — Date of earliest event reported
• LaFox, Illinois (location) — Principal Executive Offices
• Delaware (location) — State of Incorporation

FAQ

Key Financial Figures

• $0.05 — nge on which registered Common stock, $0.05 Par Value per share RELL The Nasdaq
• $8.2 million — The purchase price for the IMES Sale is $8.2 million in cash, subject to adjustment as set f

Filing Documents

• rell-20250124.htm (8-K) — 54KB
• rell-ex10_1.htm (EX-10.1) — 552KB
• rell-ex99_1.htm (EX-99.1) — 22KB
• img150668434_0.jpg (GRAPHIC) — 72KB
• img150668434_1.jpg (GRAPHIC) — 84KB
• 0000950170-25-010868.txt ( ) — 1032KB
• rell-20250124.xsd (EX-101.SCH) — 25KB
• rell-20250124_htm.xml (XML) — 4KB

01 Entry Into a Material Definitive Agreement

Item 1.01 Entry Into a Material Definitive Agreement. Asset Purchase Agreement. On January 24, 2025, Richardson Electronics, Ltd. (the "Company") entered into an Asset Purchase Agreement (the "Purchase Agreement") with DirectMed Imaging, LLC, a Delaware limited liability company ("Buyer"). Pursuant to the terms and subject to the conditions of the Purchase Agreement, Buyer purchased assets of the Company used in the operation of its International Medical Equipment and Service (IMES) business as well as ALTA tube and related inventory (the "IMES Sale"). Buyer will only assume certain liabilities relating to the IMES business that are specified in the Purchase Agreement. The IMES Sale transaction closed simultaneously with the execution of the Purchase Agreement on January 24, 2025. The purchase price for the IMES Sale is $8.2 million in cash, subject to adjustment as set forth in the Purchase Agreement. The Purchase Agreement contains a customary working capital adjustment mechanism, pursuant to which the purchase price will be adjusted based on the amount by which certain working capital items at closing are greater or less than a target set forth in the Purchase Agreement. The Purchase Agreement contains representations, warranties and covenants that are customary for a transaction of this type, including, among others, non-competition and non-solicitation covenants that restrict the Company's ability to engage in business activity that is competitive with the IMES business in the United States. The Company will indemnify Buyer against losses incurred by Buyer in connection with breaches of representations, warranties and covenants of the Company, as well as losses incurred by Buyer in connection with certain other matters specified in the Purchase Agreement. The aforementioned indemnification obligations of the Company are subject to the limitations set forth in the Purchase Agreement. The Purchase Agreement, and any dispute or claim arising out of or

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On January 24, 2025, the Company issued a press release announcing the IMES Sale, a copy of which is attached hereto as Exhibit 99.1. The information in Item 7.01 and in the accompanying Exhibit 99.1 is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits 10.1 Asset Purchase Agreement, dated as of January 24, 2025, by and between DirectMed Imaging LLC, as buyer, and Richardson Electronics, Ltd., as seller. 99.1 Press release issued January 24, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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. Richardson Electronics, Ltd. Date: January 30, 2025 By: /s/ Robert J. Ben Name: Robert J. Ben Title: Chief Financial Officer and Chief Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR