UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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):
October 27, 2022
Star Equity Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | | | | | | | |
| Delaware | | 001-35947 | | 33-0145723 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer
Identification No.) |
53 Forest Ave, Suite 101
Old Greenwich, CT 06870
(Address of principal executive offices, including zip code)
(203) 489-9500
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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(s) | Name of each exchange
on which registered |
| Common Stock, par value $0.0001 per share | STRR | NASDAQ Global Market |
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
| STRRP | NASDAQ Global Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 27, 2022, the Board of Directors (the “Board”) of Star Equity Holdings, Inc. (the “Company”) approved and adopted the Star Equity Holdings, Inc. 2022 Inducement Stock Incentive Plan (the “2022 Inducement Plan”). The 2022 Inducement Plan provides for the grant of equity or equity-based awards in the form of non-qualified stock options, restricted stock units (“RSUs”), and other stock-based awards. The 2022 Inducement Plan’s terms are substantially similar to the terms of the Company’s 2011 Inducement Stock Incentive Plan, as amended and restated, which expired on July 26, 2021. The 2022 Inducement Plan was adopted by the Board without stockholder approval pursuant to Rule 5635(c)(4) of the Nasdaq Listing Rules, providing for grants only to employees who satisfy the standards for inducement grants under Rule 5635(c)(4) of the Nasdaq Listing Rules, to induce individuals to enter employment with the Company or its subsidiaries.
The Board has reserved 350,000 shares of the Company’s common stock for issuance pursuant to awards granted under the 2022 Inducement Plan (subject to customary adjustments in the event of a change in capital structure of the Company) and has appointed the Compensation Committee of the Board (the “Compensation Committee”) to administer the 2022 Inducement Plan. The Compensation Committee is comprised of independent directors.
The foregoing description of the terms of the 2022 Inducement Plan does not purport to be complete and is qualified in its entirety by reference to the full text thereof, and is incorporated herein by reference to Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
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| Exhibit No. | | Description |
| | |
| | |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
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| | Star Equity Holdings, Inc. |
| | |
| By: | /s/ Richard K. Coleman, Jr. | |
| | Richard K. Coleman, Jr. Chief Executive Officer
|
Date: October 31, 2022
