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ATRM Holdings, Inc. (OTCMKTS:ATRM) Files An 8-K Entry into a Material Definitive Agreement
On July 16, 2019, ATRM Holdings, Inc. (the “Company”), Lone Star Value Investors, LP and Lone Star Value Co-Invest I, LP (each a “Holder” and collectively, the “Holders”) entered into a Series B Preferred Stock Dividend Agreement (the “Dividend Agreement”), to which the Company issued to the Holders a total of 17,914.2 shares of Series B Preferred Stock, par value $0.001 per share (the “Preferred Stock”), of the Company. The Company previously issued shares of Series B Preferred Stock to the Holders. Dividends on those shares have accrued through December 31, 2018 but have not been paid. to the Dividend Agreement, the Company and the Holders have agreed that the Preferred Stock will be issued in lieu of payment and in full satisfaction of such accrued dividends.
The foregoing description of the Dividend Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
On July 17, 2019, the Company entered into two waivers with LSV Co-Invest I, LP and one waiver with Lone Star Value Management, LLC, to which the parties thereto agreed (i) that the closing of the previously announced merger with Digirad Corporation (the “Merger”) would not constitute an event of default under the terms of two promissory notes issued by the Company to LSV Co-Invest I on January 12, 2018 and June 1, 2018 for the principal amounts of $500,000 and $900,000, respectively, or under the terms of a promissory note issued by the Company to LSVM on December 17, 2018 for the principal amount of $300,000, (ii) that neither LSV Co-Invest I nor LSVM would be entitled to accelerate any payment under such notes as a result of the closing of the Merger and (iii) upon the closing of the Merger, the Company would be permitted to amend its governing documents in accordance with the terms of the Merger Agreement.
The foregoing description of the waivers does not purport to be complete and is qualified in its entirety by reference to the full text of such waivers, which are filed herewith as Exhibits 10.2 -10.4 and are incorporated herein by reference.
The information provided in response to Item 1.01 of this Current Report on Form 8-K under \”Dividend Agreement\” is incorporated by reference into this Item 3.02
The issuance of the shares of Preferred Stock in the Dividend Agreement is made in reliance upon an exemption from registration requirements to Section 4(a)(2) under the Securities Act of 1933, as amended.
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