Current Report Filing (8-k)
January 19 2018 - 5:06PM
Edgar (US Regulatory)
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):
January
12, 2018
ATRM
Holdings, Inc.
(Exact
Name of Registrant as Specified in Its Charter)
Minnesota
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001-36318
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41-1439182
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(State
or other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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5215
Gershwin Avenue N., Oakdale, Minnesota
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55128
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(651) 704-1800
(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:
[ ]
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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[ ]
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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[ ]
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item
1.01
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Entry
into a Material Definitive Agreement.
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On
January 12, 2018, 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 the same amount in cash (the “Note”).
The Note was issued pursuant to a securities purchase agreement by and between the Company and LSV Co-Invest I dated as of the
same date. 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 January 12, 2020. 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 January 12, 2018, in addition to the Note, LSV Co-Invest I held 342,776 shares of the Company’s 10.00% Series B Cumulative
Preferred Stock (the “Series B Stock”), and Lone Star Value Investors, LP (“LSVI”), an affiliate of LSV
Co-Invest I, held 1,067,885 shares of the Company’s common stock, or approximately 44.6% of its outstanding shares, and
203,689 shares of the Series B Stock. 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
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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The
information set forth in Item 1.01 is incorporated by reference into this Item 2.03.
Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
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4.1
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Promissory Note, dated January 12, 2018, made by ATRM Holdings, Inc. for the benefit of Lone Star Value Co-Invest I, LP.
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10.1
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Securities Purchase Agreement, dated as of January 12, 2018, by and between ATRM Holdings, Inc. and Lone Star Value Co-Invest I, LP.
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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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ATRM
Holdings, Inc.
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Dated:
January 19, 2018
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By:
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/s/
Stephen A. Clark
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Name:
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Stephen
A. Clark
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Title:
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Chief
Financial Officer
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