ATRM Holdings, Inc. (OTCMKTS:ATRM) Files An 8-K Entry into a Material Definitive Agreement
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
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 Companys
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 Companys 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 Companys 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
Companys 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
Companys sale of the Note to LSV Co-Invest I was approved by the
independent members of the Companys 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.
ATRM Holdings, Inc. (OTCMKTS:ATRM) Recent Trading Information
ATRM Holdings, Inc. (OTCMKTS:ATRM) closed its last trading session 00.00 at 1.90 with shares trading hands.
