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 21, 2014
Aetrium Incorporated
(Exact Name of Registrant as Specified in Its Charter)
| Minnesota | | 0-22166 | | 41-1439182 |
| (State or other Jurisdiction | | (Commission | | (IRS Employer |
| of Incorporation) | | File Number) | | Identification No.) |
| 2350 Helen Street, North St. Paul, Minnesota | | 55109 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(651) 770-2000
| | N/A | |
| | (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 follow 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))
| Item 1.01. | Entry into a Material Definitive Agreement. |
On July 21, 2014, Aetrium Incorporated (the “Company”) entered into a Securities Purchase Agreement (the “Agreement”) with Lone Star Value Co-Invest I, LP (“LSV Co-Invest”) pursuant to which LSV Co-Invest purchased, for $2.5 million in cash, an unsecured promissory note made by the Company in the principal amount of $2.5 million (the “Note”), bearing interest at 10.0% per annum, with interest payable semiannually and any unpaid principal and interest due on April 1, 2019. The Company may prepay the Note at any time after a specified amount of advance notice to LSV Co-Invest.
The Note provides for customary events of default, the occurrence of any of which may result in the principal and unpaid interest then outstanding becoming immediately due and payable.
The foregoing descriptions of the Agreement and the Note are not complete and are qualified in their entirety by reference to the full text of such documents, which are filed herewith asExhibit 10.1 andExhibit 4.1, respectively, and are incorporated herein by reference.
Lone Star Value Investors, LP (“LSVI”), an affiliate of LSV Co-Invest, owns 60,588 shares of the Company’s common stock, or approximately 5.6% of the shares outstanding, and holds a promissory note of the Company, dated April 1, 2014, in the original principal amount of $6,000,000, and a convertible promissory note of the Company, dated April 1, 2014, in the original principal amount of $500,000, convertible into shares of the Company’s common stock. Jeffrey E. Eberwein, the Company’s Chairman of the Board, is the founder and Chief Executive Officer of Lone Star Value Management, LLC, the investment manager of LSVI, and is the manager of Lone Star Value Investors GP, LLC, the general partner of LSVI and LSV Co-Invest.
The Company’s entry into the Agreement was approved by a Special Committee of the Company’s Board of Directors consisting solely of independent directors.
| Item 2.03. | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth in Item 1.01 regarding the Note is incorporated into this Item 2.03 by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d)Exhibits.
| Exhibit No. | | Description |
| | | |
| 4.1 | | Promissory Note, dated July 21, 2014. |
| 10.1 | | Securities Purchase Agreement, dated July 21, 2014, by and between Aetrium Incorporated and Lone Star Value Co-Invest I, LP. |
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.
| | AETRIUM INCORPORATED |
| | |
| Dated: July 25, 2014 | By: | /s/ Paul H. Askegaard |
| | Name: | Paul H. Askegaard |
| | Title: | Chief Financial Officer |
Exhibit Index
| Exhibit No. | | Description |
| | | |
| 4.1 | | Promissory Note, dated July 21, 2014. |
| 10.1 | | Securities Purchase Agreement, dated July 21, 2014, by and between Aetrium Incorporated and Lone Star Value Co-Invest I, LP. |
