Star Equity Holdings Reports Stock Changes

TL;DR

STAR equity structure updated, check preferred stock details.

AI Summary

Star Equity Holdings, Inc. filed an 8-K on August 15, 2025, reporting an event on August 14, 2025. The filing indicates changes related to common stock and preferred stock series A and C. The company, formerly known as Digirad Corp, is incorporated in Delaware and headquartered in Old Greenwich, CT.

Why It Matters

This filing signals potential adjustments in the company's capital structure, which could impact shareholder equity and future financial reporting.

Risk Assessment

Risk Level: low — The filing is a routine disclosure of corporate events and does not inherently present immediate financial risk.

Key Players & Entities

• Star Equity Holdings, Inc. (company) — Registrant
• Digirad Corp (company) — Former company name
• August 14, 2025 (date) — Date of earliest event reported
• August 15, 2025 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Old Greenwich, CT (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share STRR NASDAQ Global Market Se

Filing Documents

• strr-20250814.htm (8-K) — 37KB
• 0000707388-25-000118.txt ( ) — 201KB
• strr-20250814.xsd (EX-101.SCH) — 2KB
• strr-20250814_def.xml (EX-101.DEF) — 15KB
• strr-20250814_lab.xml (EX-101.LAB) — 28KB
• strr-20250814_pre.xml (EX-101.PRE) — 17KB
• strr-20250814_htm.xml (XML) — 5KB

01

Item 8.01 Other Events. As previously disclosed, on May 21, 2025, Star Equity Holdings, Inc., a Delaware corporation ("Star"), Hudson Global, Inc., a Delaware corporation ("Hudson"), and HSON Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Hudson ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which, among other matters, and subject to the satisfaction or waiver of the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the merger (the "Merger"), and a wholly owned subsidiary of Hudson. On August 14, 2025, Hudson engaged Computershare Trust Company, N.A. ("Computershare") to act as Exchange Agent under the Merger Agreement. As Exchange Agent, following consummation of the Merger if approved by the stockholders of Hudson and Star, Computershare will be responsible for distributing shares of Hudson common stock and Hudson Series A Preferred stock to the holders of Star common stock and Star Series A Preferred stock respectively, in each case in accordance with the terms of the Merger Agreement. Pursuant to the Merger Agreement, no fractional shares will be issued in the Merger. Instead, any holder of Star common stock that is otherwise entitled to receive a fractional share of Hudson common stock ("Fractional Share Recipient") will be entitled to receive from Computershare, in accordance with the provisions of the Merger Agreement, a cash payment in lieu of such fractional share. The cash payment to be received by the Fractional Share Recipient will represent each Fractional Share Recipient's proportionate interest, if any, in the proceeds from the sale (reduced by any fees of Computershare attributable to such sale). The cash payment will be determined through the sale, in one or more transactions, of shares of Hudson common stock, equal to the excess of (A) the aggregate number of shares of Hudson

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K and the exhibits filed or furnished herewith contain "forward-looking statements" within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995, including but not limited to, express or implied statements regarding the structure, timing and completion of the proposed Merger; the combined company's listing on Nasdaq after closing of the proposed Merger; expectations regarding the ownership structure of the combined company; the anticipated timing of Closing; the expected executive officers and directors of the combined company; the future operations of the combined company; the nature, strategy and focus of the combined company; the executive and board structure of the combined company; and other statements that are not historical fact. All statements other than statements of historical fact contained in this Current Report on Form 8-K are forward-looking statements. These forward-looking statements are made as of the date they were first issued, and were based on the then-current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management. There can be no assurance that future developments affecting Star, Hudson, or the proposed transaction will be those that have been anticipated. Forward-looking statements are subject to a number of risks and uncertainties, many of which involve factors or circumstances that are beyond Star's control. Star's actual results could differ materially from those stated or implied in forward-looking statements due to a number of factors, including but not limited to (i) the risk that the conditions to the closing of the proposed Merger are not satisfied, including the failure to timely obtain stockholder approval for the transaction, if at all; (ii) uncertainties as to the timing of the consummation of the proposed Merger and the ability of each of Star and Hudson to consummate the propo

SIGNATURES

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 15, 2025

View Full Filing

View this 8-K filing on SEC EDGAR