UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): ~~July~~September 166, 2019

ATRM Holdings, Inc.

(Exact Name of registrant as specified in its charter)

Minnesota	001-36318	41-1439182
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

5215 Gershwin Avenue N.

Oakdale, Minnesota 55128

(Address, including zip code, of principal executive offices)

(651) 704-1800

(Registrant’s telephone number including area code)

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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting Material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
None.

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). Emerging growth company ☐

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. ☐

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~of ~~Definitive~~Disposition ~~Agreement~~of Assets.

~~Dividend~~As detailed in Item 5.07 below, at a special meeting of stockholders held on September 6, 2019 (the “Special Meeting”), the shareholders of ATRM Holdings, Inc., a Minnesota corporation (the “Company”), adopted the Agreement and Plan of Merger dated as of July 3, 2019 (as amended, the “Merger Agreement”) by and among the Company, Digirad Corporation, a Delaware corporation (“Parent”), and Digirad Acquisition Corporation, a Minnesota corporation and newly-formed subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent..

On ~~July~~September 1610, 2019, ~~ATRM~~Parent ~~Holdings,~~filed ~~Inc.~~articles ~~(the~~of ~~“Company”),~~merger ~~Lone~~with ~~Star~~the ~~Value~~Secretary ~~Investors,~~of LPState ~~and~~of ~~Lone~~the ~~Star~~State ~~Value~~of ~~Co-Invest~~Minnesota ~~I, LP (each a “Holder”~~ and ~~collectively,~~completed the ~~“Holders”) entered into a Series B Preferred Stock Dividend Agreement (the “Dividend Agreement”)~~Merger, pursuant to which ~~the~~Merger ~~Company~~Sub ~~issued~~merged towith ~~the~~and ~~Holders~~into ~~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~~resulting ~~but~~in ~~have not been paid. Pursuant to~~ the ~~Dividend Agreement, the~~ Company ~~and~~continuing ~~the~~as ~~Holders have agreed that~~ the ~~Preferred~~ ~~Stock~~surviving ~~will~~corporation beand ~~issued~~as ina ~~lieu~~wholly ofowned ~~payment~~subsidiary ~~and in full satisfaction~~ of ~~such accrued dividends~~Parent.

~~The~~As ~~foregoing~~a ~~description~~result of the ~~Dividend~~Merger, ~~Agreement~~each ~~does~~share ~~not~~of ~~purport~~Company tocommon bestock ~~complete~~issued and isoutstanding ~~qualified~~immediately inprior ~~its~~to ~~entirety~~the effective time of the Merger (other than shares (i) owned by ~~reference~~the toCompany or any subsidiary, (ii) owned by Parent or Merger Sub, or (iii) held by shareholders who have perfected and not withdrawn a demand for appraisal rights under Minnesota law (collectively (i), (ii) and (iii), “Excluded Shares”)) was cancelled and converted automatically into the right ~~full~~to ~~text~~receive 0.03 shares of ~~such~~a ~~document~~newly created Series A non-convertible perpetual preferred stock, ~~which~~par isvalue ~~filed~~$0.0001 ~~herewith~~per asshare, ~~Exhibit 10~~of Parent (“Series A Preferred Stock”).1 Each share of Company Series B preferred stock issued and isoutstanding immediately ~~incorporated~~prior ~~herein~~to bythe ~~reference~~effective time of the Merger (other than Excluded Shares) was cancelled and converted automatically into the right to receive 2.5 shares of Series A Preferred Stock.

~~Waivers~~The foregoing description of the Merger Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which was filed as Exhibit 2.1 to our current report on Form 8-K filed July 3, 2019 and is incorporated herein by reference.

OnItem ~~July~~3.03 ~~17,~~Material ~~2019,~~Modifications ~~the Company entered into two waivers with LSV Co-Invest I, LP and one waiver with Lone Star Value Management, LLC, pursuant~~ to ~~which~~Rights ~~the parties thereto agreed (i) that the closing~~ of ~~the~~Security 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 AgreementHolders.

~~The~~Upon ~~foregoing~~the ~~description~~effective time of the ~~waivers~~Merger, ~~does~~holders ~~not~~of ~~purport~~the toCompany’s becommon ~~complete~~stock and ispreferred ~~qualified~~stock inimmediately ~~its~~prior ~~entirety~~to bysuch ~~reference~~effective time ceased to ~~the~~have ~~full~~any ~~text~~rights as shareholders of ~~such~~the ~~waivers,~~Company ~~which~~(other ~~are~~than ~~filed~~their ~~herewith~~right to asreceive ~~Exhibits~~shares ~~10.2~~of ~~-10.4~~Series A Preferred Stock, and ~~are incorporated~~accordingly, ~~herein~~such byholders ~~reference~~no longer have any interest in the Company.

Item 35.~~02.~~01 ~~Unregistered~~Changes ~~Sales~~in Control of ~~Equity Securities~~Registrant.

The information ~~provided~~ in ~~response~~Items ~~to Item 1~~2.01 ofand ~~this~~3.03 ~~Current Report on Form 8-K under "Dividend Agreement"~~ is incorporated herein by reference ~~into this Item 3~~.02

~~The~~Item ~~issuance~~5.02 ofDeparture ~~the shares~~ of ~~Preferred~~Directors ~~Stock~~or inCertain ~~the~~Officers; ~~Dividend~~Election ~~Agreement~~of isDirectors; ~~made~~Appointment inof ~~reliance~~Certain ~~upon~~Officers; anCompensatory ~~exemption~~Arrangements ~~from registration requirements pursuant to Section 4(a)(2) under the Securities Act~~ of ~~1933,~~Certain ~~as amended~~Officers.

~~Item~~Upon ~~9.01.~~the ~~Financial~~effective ~~Statements~~time of the Merger and ~~Exhibits~~pursuant to the terms of the Merger Agreement, each of the directors of the Company was removed.

~~(d)~~Item ~~Exhibit~~5.07 Submission of Matters to a Vote of Security Holders.

10.1	Series B Preferred Stock Dividend Agreement dated July 16, 2019 by and among ATRM Holdings, Inc., Lone Star Value Investors, LP and Lone Star Value Co-Invest I, LP
10.2	Waiver of Promissory Note dated July 17, 2019 with LSV Co-Invest I, LP
10.3	Waiver of Promissory Note dated July 17, 2019 with LSV Co-Invest I, LP
10.4	Waiver of Promissory Note dated July 17, 2019 with Lone Star Value Management, LLC

On September 6, 2019, the Company held the Special Meeting to adopt the Merger Agreement. Adoption of the Merger Agreement required the affirmative vote of at least a majority of the outstanding shares of common stock entitled to vote thereon, voting as a separate class, and two-thirds of the outstanding shares of preferred stock entitled to vote thereon, voting as a separate class. According to the report of the inspector of elections, the Merger Agreement was approved by the Company’s shareholders at the Special Meeting.

A second proposal to approve, by a non-binding, advisory vote, the change in control payments to the Company’s President and Chief Executive Officer was also approved.

A third proposal to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies in favor of adoption of the Merger Agreement was also approved, but was not needed.

The tally for the votes for the adoption of the Merger Agreement is as follows:

Common Stock:

FOR		AGAINST		ABSTAIN
1,464,438		12,608		2,505

Preferred Stock:

FOR		AGAINST		ABSTAIN
615,054		0		0

The tally for the votes for approval, by a non-binding, advisory vote, of the change in control payments to the Company’s President and Chief Executive Officer is as follows:

FOR		AGAINST		ABSTAIN
1,361,251		116,405		1,895

The tally for the votes to adjourn or postpone the Special Meeting, if necessary, to solicit additional proxies in favor of adoption of the Merger Agreement is as follows:

FOR		AGAINST		ABSTAIN
1,464,551		12,588		2,412

Item 8.01

Other Events.

In connection with the Merger and the cancellation of all outstanding common stock, the Company is expected to file with the Securities and Exchange Commission a certification on Form 15 on September 11, 2019, requesting the deregistration of the Company’s common stock under Section 12(g) of the Exchange Act of 1934, as amended and the suspension of the Company’s reporting obligations under Sections 13 and 15(d) of the Exchange Act.

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: July 18, 2019	ATRM HOLDINGS, INC.
Date: September 11, 2019	ATRM HOLDINGS, INC.
	By:	/s/ Daniel M. Koch
		Daniel M. Koch
		President and Chief Executive Officer

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