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):September 17, 2015
| ATRM Holdings, Inc. |
| (Exact Name of Registrant as Specified in Its Charter) |
| Minnesota | | 0-22166 | | 41-1439182 |
(State or other Jurisdiction
of Incorporation) | | (Commission
File Number) | | (IRS Employer
Identification No.) |
| 3050 Echo Lake Avenue, Suite 300, Mahtomedi, Minnesota | | 55115 |
| (Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code:(651) 704-1800
| 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 8.01. Other Events.
On September 17, 2015, ATRM Holdings, Inc. (the “Company”) issued a press release announcing the completion of its rights offering, which expired at 5:00 p.m., Eastern Time, on September 16, 2015. The Company received subscriptions and over-subscriptions for a total of 1,019,746 shares, representing approximately 82% of the shares offered. After the application of the NOL Protection Mechanics described in the prospectus related to the rights offering, all of the subscriptions and over-subscriptions were accepted, for aggregate gross proceeds to the Company of approximately $3.0 million. The subscriptions accepted include the purchase by Lone Star Value Investors, LP (“LSVI”), the Company’s largest stockholder, of an additional 900,000 shares, resulting in ownership following the completion of the rights offering of a total of 1,067,885 shares of the Company’s common stock, or approximately 47% of the shares outstanding. Jeffrey E. Eberwein, the Company’s Chairman of the Board, is the manager of Lone Star Value Investors GP, LLC, the general partner of LSVI, and sole member of Lone Star Value Management, LLC, the investment manager of LSVI. The Company expects Computershare Inc., the subscription agent for the rights offering, to begin distributing the shares and the sale proceeds this week. A copy of the press release is attached hereto asExhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)Exhibits.
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated September 17, 2015. |
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.
| | ATRM Holdings, Inc. |
| | | |
| Dated: September 17, 2015 | By: | /s/ Paul H. Askegaard |
| | Name: | Paul H. Askegaard |
| | Title: | Chief Financial Officer |
EXHIBIT INDEX
| Exhibit No. | | Description |
| | | |
| 99.1 | | Press Release, dated September 17, 2015. |
