Current Report Filing (8-k)
08 June 2018 - 7:28AM
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):
June
1, 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:
[ ]
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
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Entry
into a Material Definitive Agreement.
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On
June 1, 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 $900,000.00 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 entirely in-kind at an annual rate of 12.0%. Any
unpaid principal and interest under the Note is due on June 1, 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.
In
connection with the Note, LSV Co-Invest I entered into a subordination agreement with the Company and Gerber Finance Inc. (“Gerber
Finance”), which provides credit facilities for certain subsidiaries of the Company, pursuant to which LSV Co-Invest I agreed
to subordinate all of the Company’s obligations to LSV Co-Invest I to the obligations of certain subsidiaries of the Company
to Gerber Finance under their loan agreements with Gerber Finance.
As
of June 1, 2018, in addition to the Note, LSV Co-Invest I held 353,060 shares of the Company’s 10.00% Series B Cumulative
Preferred Stock (the “Series B Stock”) and held another unsecured promissory note of the Company in the principal
amount of $500,000.00. Also, as of June 1, 2018, Lone Star Value Investors, LP (“LSVI”), an affiliate of LSV Co-Invest
I, held 209,800 shares of Series B Stock, and Lone Star Value Investors GP, LLC (“LSVI GP”) held 3,005 shares of the
Company’s common stock. Additionally, as of June 1, 2018, 415,012 shares of the Company’s common stock, or approximately
17% of its outstanding shares, were owned directly by Jeffrey E. Eberwein, Chairman of the Company’s Board of Directors.
Mr. Eberwein is the manager of LSVI GP, the general partner of LSVI and LSV Co-Invest I, and sole member of Lone Star Value Management,
LLC, 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 June 1, 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 June 1, 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:
June 7, 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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