DIGIRAD CORPORATION (NASDAQ:DRAD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Matthew Molchan, the Chief Executive Officer of Digirad Corporation (the "Company") and President of Digirad Health, Inc., the Company’s principal operating healthcare subsidiary (“Digirad Health”), will, effective January 1, 2021, assume the additional position of Chief Executive Officer of Digirad Health following his resignation as Chief Executive Officer of the Company effective that same day. It is not presently anticipated that Mr. Molchan will receive additional compensation in connection with serving as Chief Executive Officer of Digirad Health.
Jeffrey Eberwein, the Chairman of the Company\’s Board of Directors (the “Board”), will, effective January 1, 2021, assume the position of Executive Chairman of the Board. As Executive Chairman, Mr. Eberwein will become the Company’s principal executive officer. At the present time, no additional compensation will be paid to Mr. Eberwein in connection with serving as Executive Chairman.
Mitchell Quain, a member of the Company’s Board since January 2019, will, effective January 1, 2021, assume the additional position of Lead Independent Director. At the present time, no additional compensation will be paid to Mr. Quain in connection with serving as Lead Independent Director.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 23, 2020, the Company filed a Certificate of Amendment of the Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Secretary of State of the State of Delaware in order to change the Company’s corporate name to Star Equity Holdings, Inc. (the “Name Change”). to the Certificate of Amendment, the Name Change will be effective as of January 1, 2021. The amendment was effected to Section 242 of the Delaware General Corporation Law, which permits such amendments to be adopted by a corporation\’s Board of Directors without stockholder approval. The Name Change was approved by the Board on December 16, 2020.
The Name Change does not affect the rights of the Company’s security holders. There were no other changes to the Company’s Restated Certificate of Incorporation in connection with the Name Change.
The foregoing description of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 and incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
Effective January 4, 2021, the trading symbol for the Company’s common stock, par value $0.0001 per share (the “Common Stock”) on the NASDAQ Global Market will be “STRR” and the trading symbol for the Company’s Series A Cumulative Perpetual Preferred Stock, par value $0.0001 per share (the “Preferred Stock”) on the NASDAQ Global Market will be “STRRP.”
On December 28, 2020, the Company issued a press release announcing the Name Change, changes to the trading symbols of its Common Stock and Preferred Stock, changes to the positions held by Messrs. Molchan, Eberwein and Quain, and the relocation of the Company’s headquarters to Old Greenwich, CT. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 3.1 | Certificate of Amendment of the Restated Certificate of Incorporation |
| 99.1 | Press Release, dated December 28, 2020. |
DIGIRAD CORP Exhibit
EX-3.1 2 ex31to8k09271004_12282020.htm Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE RESTATED CERTIFICATE OF INCORPORATION OF DIGIRAD CORPORATION _______________________________________________________ Pursuant to Section 242 of the General Corporation Law of the State of Delaware DIGIRAD CORPORATION,…
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About DIGIRAD CORPORATION (NASDAQ:DRAD)
Digirad Corporation is a provider of diagnostic solutions. The Company’s business is organized into two segments: Diagnostic Services and Diagnostic Imaging. The Company provides in-office nuclear cardiology and ultrasound imaging services. It also provides cardiac event monitoring services to physician practices, hospitals and imaging centers through its Diagnostic Services business segment. The Company sells solid-state gamma cameras for nuclear cardiology and general nuclear medicine applications, as well as provides service on the products it sells through its Diagnostic Imaging business segment. Diagnostic Services also offers remote cardiac event monitoring services, which include provision of a monitor, remote monitoring by registered nurses and monitoring support for its patients and physician customers. Its nuclear cameras feature detectors based on solid-state technology. Its cameras are used in hospitals, imaging centers, physician offices, and by mobile service providers.