Because the date of the Annual Meeting will be more than 30 days from the anniversary of the Companys previous annual meeting of

Rule14a-8

under the Securities Exchange Act of 1934, as amended, for inclusion in the Companys proxy statement and proxy card relating to the Annual Meeting. Any such stockholder proposal must be submitted in writing and received by the Secretary of the Company at 3 University Plaza, Suite 405, Hackensack, New Jersey 07601 no later than 5:00 p.m., Eastern Time, on February2, 2018. Any such proposal will be subject to

Rule14a-8

and nothing in this paragraph shall be deemed to require the Company to include in its proxy statement and proxy card for the Annual Meeting any stockholder proposal which does not meet the requirements of the Securities and Exchange Commission in effect at the time such proposal is received.

In addition, stockholders who wish to bring a proposal o r nominate a director other than pursuant to

Rule14a-8

must ensure that written notice of such proposal is received by the Companys Secretary at 3 University Plaza, Suite 405, Hackensack, New Jersey 07601 no later than 5:00 p.m., Eastern Time, on February2, 2018. Such proposal should be submitted by means that permit proof of the date of delivery, such as certified mail, return receipt required.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EMERSON RADIO CORP.

By:

/s/ Duncan Hon

Name: Duncan Hon

Title: Chief Executive Officer

Dated: January19, 2018

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