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): March 31, 2017

 

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)
(IRS Employer
Identification No.)
     
5215 Gershwin Avenue N., Oakdale, Minnesota 55128
(Address of Principal Executive Offices) (Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (651) 704-1800

 

3050 Echo Lake Avenue, Suite 300, Mahtomedi, Minnesota 55115
(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 ( see General Instruction A.2. below):

 

☐ 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.

 

Effective March 31, 2017, ATRM Holdings, Inc. (the “Company”)  issued to Lone Star Value Co-Invest I, LP (“LSV Co-Invest I”) an unsecured promissory note in the principal amount of $500,000.00 in exchange for $500,000.00 in cash (the “Note”). The Note was issued pursuant to a securities purchase agreement by and between the Company and LSV Co-Invest I. The Note bears interest at 10.0% per annum, with interest payable semiannually; provided, however, LSV Co-Invest I may elect to receive any interest payment in-kind (“PIK Interest”) at an annual rate of 12.0%, so long as any such interest payment is made either (x) entirely in PIK Interest or (y) 50% cash and 50% PIK Interest. Any unpaid principal and interest under the Note is 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 I (subject to certain restrictions under the Company’s existing loan agreements). 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.

 

As of March 31, 2017, following the issuance of the Note, LSV Co-Invest I holds unsecured promissory notes of the Company in the aggregate outstanding principal amount of approximately $7.6 million, and Lone Star Value Investors, LP (“LSVI”), an affiliate of LSV Co-Invest I, holds 1,067,885 shares of the Company’s common stock, or approximately 43% of its outstanding shares, and an unsecured promissory note of the Company in the outstanding principal amount of approximately $4.5 million. Additionally, 10,000 shares of the Company’s common stock are held in an account managed by Lone Star Value Management, LLC (“LSVM”), an affiliate of LSVI and LSV Co-Invest I. Jeffrey E. Eberwein, Chairman of the Company’s Board of Directors, is the manager of Lone Star Value Investors GP, LLC, the general partner of LSVI and LSV Co-Invest I, and sole member of LSVM, the investment manager of LSVI. The Company’s sale of the Note to LSV Co-Invest I was approved by the independent members of the Company’s Board of 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 is incorporated by reference into this Item 2.03.

 

 

 

 

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: April 6, 2017 By:

/s/ Stephen A. Clark

    Name:   Stephen A. Clark
    Title:  Chief Financial Officer