SUBSEQUENT EVENTS | SUBSEQUENT EVENTS LSV Co-Invest I and LSVM Waivers On July 17, 2019, ATRM entered into two waivers with LSV Co-Invest I and one waiver with LSVM, pursuant to which the parties thereto agreed (i) that the closing of the Merger would not constitute an event of default under the terms of two promissory notes issued by ATRM to LSV Co-Invest I on January 12, 2018 and June 1, 2018 for the principal amounts of $0.5 million and $0.9 million , respectively, or under the terms of a promissory note issued by ATRM to LSVM on December 17, 2018 for the principal amount of $0.3 million , (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, ATRM would be permitted to amend its governing documents in accordance with the terms of the Merger Agreement. Series B Preferred Stock Dividend Agreement On July 16, 2019, ATRM, LSVI and LSV Co-Invest I (each a “Holder” and collectively, the “Holders”) entered into a Series B Preferred Stock Dividend Agreement, Dividend Agreement (the “Dividend Agreement”), pursuant 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. Pursuant 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. Restricted Stock Forfeitures On July 9, 2019, 50,000 shares of the Company's common stock, $0.001 par value per share, were removed from the accounts of certain directors and an officer of the Company as they had terminated their service with the Board or the Company. Agreement and Plan of Merger On July 3, 2019, the Company entered into the Merger Agreement with Digirad , and Merger Sub, providing for the merger of Merger Sub with and into the Company, with the Company surviving the Merger as a wholly owned subsidiary of Digirad. The Merger Agreement was approved unanimously by the Board, following recommendation by a special committee of independent and disinterested directors. At the effective time of the Merger, each share of Company common stock issued and outstanding immediately prior to the effective time (other than Excluded Shares) will be canceled and converted automatically into the right to receive 0.03 shares of Series A Preferred Stock. Consummation of the Merger is subject to various closing conditions, including (i) approval by the Company’s shareholders, (ii) the absence of any order, injunction, statute, rule, regulation or decree prohibiting, precluding, restraining, enjoining or making illegal the consummation of the Merger, (iii) the accuracy of the representations and warranties of each party (including there not having occurred a material adverse effect), (iv) performance, in all material respects, of all obligations and compliance with, in all material respects, agreements and covenants to be performed or complied with by each party, (v) declaration of effectiveness of the Registration Statement on Form S-4 filed by Digirad, (vi) the completion of a $3.0 million private placement of Series A Preferred Stock by the Digirad and (vii) the execution of an agreement by and between the Digirad and Jeffrey Eberwein, the Chairman of the Company’s Board, pursuant to which Digirad shall have the right to require Mr. Eberwein to acquire 100,000 shares of Series A Preferred Stock at a price of $10 per share for aggregate proceeds of $1.0 million at any time, in Digirad’s discretion, during the 12 calendar months following the effective time of the Merger. If the Merger is not consummated by November 30, 2019 , either party has the right to terminate the Merger Agreement, subject to certain conditions. The Company makes various representations, warranties and covenants in the Merger Agreement, including covenants regarding: (i) the conduct of the business of the Company prior to the consummation of the Merger, (ii) the calling and holding of a meeting of the Company’s shareholders to seek approval and (iii) the use of reasonable efforts to cause the Merger to be consummated. Under the Merger Agreement, the Company is subject to a “no-shop” restriction on its ability to solicit offers or proposals relating to an alternative acquisition proposal or to provide information to or engage in discussions or negotiations with third parties regarding an alternative acquisition proposal. Until adoption of the Merger Agreement by the Company’s shareholders, the Company may only furnish information to, and engage in discussions and negotiations with, third parties making unsolicited acquisition proposals that the Board determines are reasonably likely to lead to a superior proposal and to terminate the Merger Agreement to accept a superior proposal. The Merger Agreement provides Digirad certain rights to negotiate adjustments to the terms and conditions of the Merger Agreement upon a superior proposal. The “no-shop” provision also includes a “fiduciary-out,” which permits the Board to change its recommendation that shareholders vote in favor of the Merger if the Board concludes that a change is advisable to comply with its fiduciary duties under applicable law. The Merger Agreement also provides Digirad with certain rights to negotiate adjustments to the terms and conditions of the Merger Agreement in order to avoid such change in Board recommendation. The Merger Agreement allows the Company and Digirad to terminate the Merger Agreement under certain circumstances. Digirad may terminate if: (i) the Board changes its recommendation to shareholders to vote in favor of the transaction in accordance with the Merger Agreement, (ii) the Company breaches the Merger Agreement, or (iii) if the Company enters into an acquisition agreement with a third party following the receipt of a superior proposal. The Company may terminate if it enters into an acquisition agreement with a third party following the receipt of a superior proposal or if Digirad breaches the Merger Agreement. Upon termination of the Merger Agreement under specified circumstances (including upon acceptance of a superior proposal or a change in recommendation under the “fiduciary out”), the Company must pay Digirad a termination fee of $0.7 million and reimburse Digirad for documented out-of-pocket expenses up to $0.2 million . In addition, on May 15, 2019, Digirad and ATRM entered into an Agreement which provides that, in the event the Merger does not close on or prior to December 31, 2019, ATRM will reimburse Digirad of certain consulting and related fees paid by Digirad on behalf of ATRM. We anticipate the Merger to close in the third quarter of 2019; however there can be no assurance regarding timing of completion of regulatory approvals, which could delay timing of the closing and the Merger would remain subject to the satisfaction of customary closing conditions including the passing vote of the Company's shareholders. The representations, warranties and covenants of the Company contained in the Merger Agreement (i) have been made only for purposes of the Merger Agreement; (ii) have been qualified by (a) matters specifically disclosed in any reports filed by the Company with the Securities and Exchange Commission (the “SEC”) and (b) confidential disclosures made to Digirad and Merger Sub in connection with the Merger Agreement; (iii) are subject to materiality qualifications contained in the Merger Agreement that may differ from what may be viewed as “material” by investors; (iv) are made only as of the date of the Merger Agreement and as of the date the Merger closes, or such other date as is specified in the Merger Agreement; and (v) have been included in the Merger Agreement for the purpose of allocating risk between the contracting parties rather than establishing matters as facts. Accordingly, the Merger Agreement is included with this filing to provide investors with information regarding the terms of the Merger Agreement, and not to provide investors with any other factual information regarding the Company or its business. Investors should not rely on the representations, warranties or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement, which subsequent information may or may not be reflected fully or at all in the Company’s public disclosures. The Merger Agreement should not be read alone, but must be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the annual, quarterly and current reports, proxy statements and other documents that the Company files or has filed with the SEC . As of August 14, 2019, Jeffrey E. Eberwein, the Chairman of the Company’s Board, owns approximately 17.4% of the outstanding common stock of ATRM. Mr. Eberwein also is the Chairman of the Board of Digirad and beneficially owns 88,166 shares of Digirad's common stock, or approximately 4.3% of the shares outstanding. Mr. Eberwein is also the Chief Executive Officer of LSVM, which is the investment manager of LSVI and LSV Co-Invest I, and LSVI owns 222,577 shares of the Company’s Series B Stock and another 374,562 shares of Series B Stock are owned directly by LSV Co-Invest I. Through these relationships and other relationships with affiliated entities, Mr. Eberwein may be deemed the beneficial owner of the securities owned by LSVI and LSV Co-Invest I. Mr. Eberwein disclaims beneficial ownership of Series B Stock, except to the extent of his pecuniary interest therein. LSV Co-Invest I also holds unsecured promissory notes of the Company in the principal amount totaling $1.4 million , the LSV Co-Invest I Notes Payable, and LSVM holds an unsecured note with a principal amount totaling $0.3 million proceeds of which are to be paid to Mr. Eberwein based upon conditions set forth in the LSVM purchase agreement, the LSVM Note. In addition, LSVI has pledged up to $3.0 million plus additional fees as collateral for a current debt of ATRM. Voting and Support Agreement On July 3, 2019 , in connection with the Merger Agreement, Digirad entered into a voting and support agreement (the “Voting Agreement”) with all of the holders of the Company’s preferred stock and approximately 17.4% of the Company’s common stock. The Company has been advised that under the terms of the Voting Agreement, each of the referenced shareholders agreed, among other things, to vote, and irrevocably appointed Digirad as its proxy to vote, all of their shares in favor of the approval of the Merger and adoption of the Merger Agreement. The Voting Agreement terminates on the earlier of (a) the effective date of the Merger and (b) the termination of the Merger Agreement. |