Birner Dental Management Services, Inc. (OTCMKTS:BDMS) Files An 8-K Entry into a Material Definitive Agreement

Birner Dental Management Services, Inc. (OTCMKTS:BDMS) Files An 8-K Entry into a Material Definitive Agreement

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Item 1.01. Entry into a Material Definitive Agreement.

On May 11, 2017, Birner Dental Management Services, Inc. (the
Company) reached a mutual settlement agreement with a group of
shareholders led by Digirad Corporation and Mark A. Birner, DDS
(the Digirad Group) to end a potential proxy contest related to
the Companys 2017 annual meeting of shareholders. Under the terms
of the settlement agreement, the Company will nominate John M.
Climaco and Gregory G. Fulton (the Digirad Nominees) for election
to its Board of Directors at the 2017 annual meeting, along with
incumbent director Brooks G. ONeil. Mr. Climaco is a director of
Digirad Corporation, and Mr. Fulton is a member of the Digirad
Group. Upon his election, Mr. Climaco will be appointed to the
Compensation Committee of the Board of Directors. As part of the
settlement agreement, the Digirad Group has agreed to withdraw
its nominations and other proposals for the 2017 annual meeting
and to vote in favor of the above slate of director nominees and
other Company proposals at the 2017 annual meeting, and the
Companys Board of Directors will vote for the Digirad Nominees at
the 2017 annual meeting. In addition, the Digirad Group has
agreed to a customary standstill that generally extends until the
later of the 2018 annual meeting of shareholders and the date
that neither Mr. Climaco nor Mr. Fulton serves on the Board of
Directors, except that the Digirad Group may propose nominees for
director for the 2018 annual meeting in accordance with the
Companys bylaws.

The settlement agreement also includes, among other provisions,
certain confidentiality commitments by the Digirad Nominees and
the Digirad Group and mutual non-disparagement provisions. Upon
their election to the Board of Directors, the Company will
compensate the Digirad Nominees, and reimburse reasonable travel
expenses of the Digirad Nominees, on the same basis as other
independent directors of the Company. The Company will issue to
Digirad Corporation 12,500 restricted shares of the Companys
common stock as reimbursement for the Digirad Groups reasonable
fees and expenses incurred in connection with this matter. Except
as noted above, neither the Company, on the one hand, nor the
Digirad Group, on the other hand, will be responsible for any
fees or expenses of the other in connection with the settlement
agreement or the 2017 annual meeting.

A copy of the settlement agreement is attached hereto as Exhibit
10.1. The foregoing description of the settlement agreement is
qualified in its entirety by reference to the full text of the
settlement agreement, which is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
Exhibit No. Description
10.1 Nomination and Standstill Agreement dated May 11, 2017.


About Birner Dental Management Services, Inc.  (OTCMKTS:BDMS)

Birner Dental Management Services, Inc. is a dental service company. The Company provides business services to dental practice networks in select markets, including Colorado, New Mexico and Arizona. The Company provides a solution to the needs of dentists, patients and third-party payers by allowing its affiliated dentists to provide dental care in patient-friendly, family practice settings. The Company offers specialty dental services through affiliated specialists at some of its locations. The Company has approximately 47 affiliated dental practices (Offices) in Colorado and over 11 in New Mexico. It provides business services to approximately 68 Offices. The Company’s affiliated offices seek to develop long-term relationships with patients. Dentists practicing at its offices provide general dentistry services, including crowns and bridges, fillings (including gold, porcelain and composite inlays/onlays), implants and aesthetic procedures, such as porcelain veneers and bleaching.

Birner Dental Management Services, Inc.  (OTCMKTS:BDMS) Recent Trading Information

Birner Dental Management Services, Inc.  (OTCMKTS:BDMS) closed its last trading session 00.00 at 14.00 with 3,675 shares trading hands.

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