Star Equity Holdings Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Regulation FD Disclosure
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| Item 2.01. | Completion of an Acquisition or Disposition of Assets. |
On August 22, 2025, Hudson Global, Inc. (“Hudson”), completed its previously announced acquisition of Star Equity Holdings, Inc. (“Star”), pursuant to the Agreement and Plan of Merger, dated as of May 21, 2025 (the “Merger Agreement”), by and among Hudson, Star and HSON Merger Sub, Inc., a wholly owned subsidiary of Hudson (“Merger Sub”). Upon the terms and subject to the conditions of the Merger Agreement, on August 22, 2025, at the effective time of the Merger (the “Effective Time”), Merger Sub will merge with and into Star, with Star continuing as the surviving corporation of the Merger under the name “Star Operating Companies, Inc.” as a wholly owned subsidiary of Hudson. Capitalized terms used herein but not defined have the meanings set forth in the Merger Agreement.
Pursuant to the terms of the Merger Agreement, at the Effective Time, (i) each share of common stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares as set forth in the Merger Agreement) were automatically converted into the right to receive 0.23 shares of Hudson common stock and (ii) each share of preferred stock of Star issued and outstanding immediately prior to the Effective Time (other than certain shares set forth in the Merger Agreement) were automatically converted into the right to receive one (1) share of Hudson Series A preferred stock. As a result of the Merger, former Star common stockholders will receive approximately 744,291 shares of Hudson common stock for their Star common shares and former Star stockholders will receive approximately 2,690,637 shares of Hudson Series A preferred stock. No fractional shares of Hudson common stock were issued in the Merger, and Star stockholders became entitled to receive cash in lieu of fractional shares in accordance with the Merger Agreement
In addition, pursuant to the terms of the Merger Agreement, at the Effective Time, each award of Star restricted stock units (“RSUs”) outstanding immediately prior to the Effective Time was converted into Hudson RSUs issued under the Hudson Global, Inc. 2009 Incentive Stock and Awards Plan, as amended (the “Plan”), in accordance with the Merger Agreement.
As disclosed in greater detail in the joint proxy statement/prospectus filed with the SEC on July 23, 2025 (the “Joint Proxy Statement/Prospectus”) and distributed to the stockholders of both Hudson and Star, Jeffrey Eberwein, Hudson’s Chief Executive Officer and the holder of approximately 10% of Hudson’s common stock, is also a director and substantial stockholder of Star.
The foregoing description of the Merger Agreement and the transactions contemplated thereby in this Current Report on Form 8-K is only a summary and does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 hereto and incorporated by reference herein.
| Item 3.01. | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On August 22, 2025, Star notified Nasdaq that the Merger had been completed and requested that Nasdaq (i) suspend trading of Star’s Common Stock and Preferred Stock on Nasdaq effective as of the open of business on August 22, 2025, (ii) withdraw Star’s Common Stock and Preferred Stock from listing on the Nasdaq Global Market and (iii) file with the Securities and Exchange Commission (the “SEC”) a notification of delisting and deregistration of Star’s Common Stock and Preferred Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Additionally, Star intends to file with the SEC certifications on Form 15 under the Exchange Act requesting the deregistration of Star’s Common Stock and Preferred Stock and the suspension of Star’s reporting obligations under Section 13 and Section 15(d) of the Exchange Act as promptly as practicable.
The information set forth under Item 2.01 of this Report is incorporated by reference into this Item 3.01.
| Item 3.03. | Material Modification to Rights of Security Holders. |
At the Effective Time, stockholders of Star immediately prior to the completion of the Merger ceased to have any rights as stockholders of Star other than the right to receive the Merger Consideration in accordance with the Merger Agreement, and any previously authorized yet unpaid dividends.
The information set forth in Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
| Item 5.01. | Changes in Control of Registrant. |
The information set forth in Item 2.01 and Item 3.01 of this Report is incorporated herein by reference.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 22, 2025, effective upon the Effective Time, Star’s directors and officers offered their resignations for serving in such capacities, at the request of Hudson and not because of any disagreement with Star regarding any matter related to Star’s operations, policies or practices.
| Item 7.01. | Regulation FD Disclosure. |
On August 22, 2025, Hudson and Star issued a joint press release announcing the closing of the Merger. The press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference, except that the information contained on the websites referenced in the press release is not incorporated herein by reference.
The information in this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Title | |
| 2.1 | Agreement and Plan of Merger, dated May 21, 2025 (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on May 22, 2025). | |
| 99.1 | Joint Press Release, issued on August 22, 2025. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
| * | Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Star agrees to furnish supplementally to the SEC a copy of any omitted schedule upon request by the SEC. |
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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.
| Date: August 22, 2025 | STAR EQUITY HOLDINGS, INC. | |||||
| By: | /s/ Richard K. Coleman, Jr. | |||||
| Richard K. Coleman, Jr. | ||||||
| Chief Executive Officer | ||||||