Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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):

August 26, 2024

Star Equity Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35947

33-0145723

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

53 Forest Ave, Suite 101

Old Greenwich, CT 06870

(Address of principal executive offices, including zip code)

(203) 489-9500

(Registrant’s telephone number, including area code)

Not Applicable

(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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	STRR	NASDAQ Global Market
Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share	STRRP	NASDAQ Global Market
Series C Participating Preferred Stock, par value $0.0001 per share Purchase Rights

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 5.02			Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 26, 2024, John W. Sayward notified the Company of his decision not to stand for reelection as a director of the Company at the Company’s 2024 Annual Stockholder Meeting, to permit him to focus his time and energy on other business ventures. Mr. Sayward’s term as a director will expire on the date of the Company’s 2024 Annual Stockholder Meeting. His decision not to stand for reelection as a director was not due to a disagreement with the Company. The Company thanks Mr. Sayward for his service.

On August 26, 2024, Michael A. Cunnion notified the Company of his decision not to stand for reelection as a director of the Company at the Company’s 2024 Annual Stockholder Meeting, to permit him to focus his time and energy on other business ventures. Mr. Cunnion’s term as a director will expire on the date of the Company’s 2024 Annual Stockholder Meeting. His decision not to stand for reelection as a director was not due to a disagreement with the Company. The Company thanks Mr. Cunnion for his service.

On August 26, 2024, Star Equity Holdings, Inc. (the “Company”) determined that Richard K. Coleman, Jr. will not stand for reelection as a director of the Company at the Company’s 2024 Annual Stockholder Meeting. Mr. Coleman’s term as a director will expire on the date of the Company’s 2024 Annual Stockholder Meeting. In the Company’s pursuit of best corporate governance practices in order to maintain an adequate independent board, Mr. Coleman has elected to not stand for reelection, and his departure is not due to a disagreement with the Company. Mr. Coleman will continue his employment with the Company as Chief Executive Officer, and the Company thanks Mr. Coleman for his service as director.


Item 5.03			Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 26, 2024, the board of directors (the “Board”) of the Company approved the second amendment to the amended and restated bylaws (the “Second Amendment”). The Second Amendment amends and restates Article III, Section 1 of the Company’s existing amended and restated bylaws in its entirety to reduce the minimum number of directors required to serve on the Board to four. Prior to such amendment, Article III, Section 1 of the bylaws called for a minimum of five directors to serve on the Board.

The foregoing description of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.


Item 9.01			Financial Statements and Exhibits.

(d) Exhibits:


Exhibit No.						Description

3.1						Second Amendment to the Amended and Restated Bylaws of Star Equity Holdings, Inc.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.


						Star Equity Holdings, Inc.

			By:			/s/ Richard K. Coleman, Jr.
						Richard K. Coleman, Jr. Chief Executive Officer

Date: August 26, 2024

Exhibit 3.1

SECOND AMENDMENT

THE AMENDED AND RESTATED BYLAWS

STAR EQUITY HOLDINGS, INC.

(f/k/a DIGIRAD CORPORATION)

Pursuant to Article X of the Amended and Restated Bylaws of Star Equity Holdings, Inc. f/k/a Digirad Corporation (as amended, the “Bylaws”), the Board of Directors (the “Board”) of Star Equity Holdings, Inc., a Delaware corporation (the “Corporation”) hereby approves the following amendment to the Bylaws (the “Amendment”). All capitalized terms not specifically defined in the Amendment shall bear the meanings attributed to them in the Bylaws.

The Bylaws are hereby amended by deleting Article III, Section 1 thereof in its entirety and inserting in lieu thereof the following:

Section 1. Number, Term of Office and Qualification. The number of Directors which shall constitute the whole Board shall not be less than four (4) nor more than nine (9) Directors (such range hereinafter referred to as the “Range”), and the exact number shall be fixed by resolution of the Board of Directors, with the number initially fixed at five (5). The number of Directors may be increased or decreased only as set forth in the Certificate of Incorporation, or, in the event the Certificate of Incorporation is silent on such matters, in accordance with applicable statutory law. Each Director elected shall hold office until his or her successor is elected and qualified. Directors need not be stockholders.

Except as otherwise specifically set forth herein, all other provisions of the Bylaws shall remain unmodified and continue in full force and effect.

EXECUTED effective the 26th day of August, 2024.

/s/ Jeffrey E. Eberwein
Jeffrey E. Eberwein

/s/ John W. Sayward
John W. Sayward

/s/ Michael A. Cunnion
Michael A. Cunnion

/s/ Jennifer Palmer
Jennifer Palmer

/s/ Louis Parks
Louis Parks

/s/ Todd Fruhbeis
Todd Fruhbeis

/s/ Richard K. Coleman, Jr.
Richard K. Coleman, Jr.

Cover		12 Months Ended
Cover	Aug. 26, 2024	Dec. 31, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0000707388
Document Information [Line Items]
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Address, Postal Zip Code	06870
Entity Address, Address Line One	53 Forest Ave
Entity Address, City or Town	Old Greenwich
Entity Address, State or Province	CT
City Area Code	203
Local Phone Number	489-9500
Entity Registrant Name	Star Equity Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	33-0145723
Document Period End Date	Aug. 26, 2024
Document Type	8-K
Entity Address, Address Line Two	Suite 101
Entity File Number	001-35947
Current Fiscal Year End Date		--12-31
Common Stock
Document Information [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	STRR
Security Exchange Name	NASDAQ
Series A
Document Information [Line Items]
Title of 12(b) Security	Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share
Trading Symbol	STRRP
Security Exchange Name	NASDAQ
Series C Preferred Stock
Document Information [Line Items]
Title of 12(b) Security	Series C Participating Preferred Stock, par value$0.0001 per share Purchase Rights