UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8‑K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report: May 31, 2019
(Date of earliest event reported)
DIGIRAD CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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001-35947
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33-0145723
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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1048 Industrial Court,
Suwanee, GA 30024
(Address of principal executive offices, including zip code)
(858) 726-1600
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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DRAD
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NASDAQ Global Market
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§232.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company
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o
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 31, 2019, Digirad Corporation (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation (the “Amendment”) with the Secretary of State of the State of Delaware in order to (a) effect a reverse stock split of the Company’s common stock at a ratio of one-for-ten (the “Reverse Split”) and (b) reduce of the number of authorized shares of common stock to 30 million shares authorized (the “Share Reduction”). The Amendment does not affect the par value of the Company’s common stock.
The Amendment provides that the Reverse Split and the Share Reduction will become effective on June 4, 2019, at 5:00 p.m. Eastern Time, at which time (a) every ten shares of the Company’s issued and outstanding common stock will automatically be combined into one share of common stock and (b) the number of authorized shares of common stock under the Company’s Restated Certificate of Incorporation, as amended, will automatically be reduced to 30 million shares authorized. Beginning with the opening of trading on Wednesday, June 5, 2019, the Company’s common stock will continue to trade on the Nasdaq Global Market under the symbol "DRAD," but will trade on a split-adjusted basis under a new CUSIP number, 253827703.
The Amendment (effecting the Reverse Split and Share Reduction) was approved by the stockholders of the Company at the Company’s 2019 Annual Meeting of Stockholders held on May 1, 2019. In connection with approving the Reverse Split, the Company’s stockholders granted authority to the Board of Directors of Digirad (the “Board”) to determine, at its discretion, a ratio within the range of 1-for-5 to 1-for-10, at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on March 8, 2019, and the ratio of 1-for-10 was approved by the Board on May 15, 2019.
American Stock Transfer and Trust Company LLC (“AST”) is acting as the exchange agent for the Reverse Split. AST will provide instructions to stockholders regarding the process for exchanging their pre-split stock certificates for post-split stock certificates.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 8.01. Other Events.
On May 31, 2019, the Company issued a press release regarding the Reverse Split and Share Reduction described above under Item 5.03 of this Current Report on Form 8-K. 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:
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Exhibit No.
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Description
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Certificate of Amendment of the Restated Certificate of Incorporation of Digirad Corporation
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Press Release dated May 31, 2019
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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.
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DIGIRAD CORPORATION
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By:
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/s/ DAVID J. NOBLE
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David J. Noble
Chief Operating Officer and Interim Chief Financial Officer
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Date: May 31, 2019
Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
DIGIRAD CORPORATION
Digirad Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “
Corporation
”),
DOES HEREBY CERTIFY:
FIRST:
That resolutions were duly adopted by the Board of Directors of the Corporation setting forth this proposed Amendment to the Restated Certificate of Incorporation of the Corporation and declaring said Amendment to be advisable and recommended for approval by the stockholders of the Corporation.
SECOND:
This Amendment to the Restated Certificate of Incorporation amends and restates Section
“
(A) CLASSES OF STOCK.
”
of
ARTICLE IV
to the Restated Certificate of Incorporation to read in its entirety as follows:
“(A)
CLASSES OF STOCK. The Corporation is authorized to issue two classes of stock, denominated “Common Stock” and “Preferred Stock.” The Common Stock shall have a par value of $0.0001 per share and the Preferred Stock shall have a par value of $0.0001 per share. The total number of shares of Common Stock which the Corporation is authorized to issue is Thirty Million (30,000,000), and the total number of shares of Preferred Stock which the Corporation is authorized to issue is Ten Million (10,000,000), which shares of Preferred Stock shall be undesignated as to series.
Upon this Certificate of Amendment becoming effective pursuant to the General Corporation Law of the State of Delaware (the “
Effective Time
”), every ten shares of the Corporation’s Common Stock issued and outstanding or held by the Corporation in treasury stock shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one share of Common Stock without increasing or decreasing the par value of each share of Common Stock (the “
Reverse Split
”);
provided, however
, no fractional shares of Common Stock shall be issued in connection with the Reverse Split, and instead, the Corporation shall issue one full share of post-Reverse Split Common Stock to any stockholder who would have been entitled to receive a fractional share of Common Stock as a result of the Reverse Split. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“
Old Certificates
”), shall thereafter represent that number of shares of post-Reverse Split Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional shares as described above. The Reverse Split shall occur whether or not the certificates representing such shares of Common Stock are surrendered to the Corporation or its transfer agent.”
THIRD:
The foregoing amendment shall be effective as of 5:00 p.m. Eastern Time on June 4, 2019.
FOURTH:
That, pursuant to resolution of its Board of Directors, an annual meeting of the stockholders of the Corporation was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by applicable law was voted in favor of the Amendment.
FIFTH:
That said Amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF
, the Corporation has caused this Certificate of Amendment of the Restated Certificate of Incorporation to be executed on this 31
st
day of May, 2019.
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DIGIRAD CORPORATION
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By:
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/s/ MATTHEW G. MOLCHAN
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Name:
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Matthew G. Molchan
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Title:
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President & Chief Executive Officer
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Exhibit 99.1
News Release
For Immediate Release
May 31, 2019
Digirad Corporation Announces Reverse Stock Split
1-for-10 Reverse Stock Split Effective June 4, 2019 for Trading June 5, 2019
SUWANEE, GA – May 31
,
2019 -
Digirad Corporation (NASDAQ: DRAD) (“Digirad” or “the Company”) today announced a reverse stock split of its outstanding shares of common stock at a ratio of 1-for-10 (the “Reverse Split”) and that it had filed a Certificate of Amendment of the Company’s Restated Certificate of Incorporation in order to effect the Reverse Split. The Reverse Split will be effective after the market closes on June 4, 2019. Beginning with the opening of trading on Wednesday, June 5, 2019, the Company’s common stock will continue to trade on the Nasdaq Global Market ("Nasdaq") under the symbol "DRAD," but will trade on a split-adjusted basis under a new CUSIP number, 253827703. The Certificate of Amendment will also, upon effectiveness on June 4, 2019, reduce the number of authorized shares of common stock under the Company’s Restated Certificate of Incorporation to 30 million shares authorized (the “Share Reduction”).
The stockholders of the Company approved the Reverse Split and the Share Reduction at the Company’s 2019 Annual Meeting of Stockholders held on May 1, 2019. In connection with approving the Reverse Split, the Company’s stockholders granted authority to the Board of Directors of Digirad (the “Board”) to determine, at its discretion, a ratio within the range of 1-for-5 to 1-for-10, at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on March 8, 2019, and the ratio of 1-for-10 was approved by the Board on May 15, 2019. The Reverse Split is expected to enable the Company to meet the NASDAQ Listing Rule that requires a minimum closing bid price of $1.00 per share of the Company’s common stock in order to continue the listing of the common stock on Nasdaq.
As a result of the Reverse Split, every 10 pre-split shares of common stock outstanding will automatically combine into one new share of common stock without any action on the part of the holders and with no change in the par value per share of $0.0001. The Reverse Split will proportionately reduce the number of shares of common stock available for issuance under the Company’s equity incentive plans and proportionately reduce the number of shares of common stock issuable upon the exercise of stock options and upon the release of restricted stock units outstanding immediately prior to the effectiveness of the Reverse Split.
The Reverse Split reduces the number of shares of the Company’s outstanding common stock from approximately 20.3 million pre-Reverse Split shares to approximately 2.0 million post-Reverse Split shares. No fractional shares will be issued as a result of the Reverse Split. Owners of fractional shares outstanding after the Reverse Split will receive one full share of post-Reverse Split shares.
American Stock Transfer and Trust Company LLC (“AST”) is acting as the exchange agent for the Reverse Split. AST will provide instructions to stockholders regarding the process for exchanging their pre-split stock certificates for post-split stock certificates. Additional information about the Reverse Split can be found in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 26, 2019, a copy of which is available at
www.sec.gov
and on the Company’s website.
About Digirad
Digirad delivers convenient, effective, and efficient healthcare solutions on an as needed, when needed, and where needed basis. Digirad’s diverse portfolio of mobile healthcare solutions and diagnostic imaging equipment and services, provides hospitals, physician practices, and imaging centers through the United States access to technology and services necessary to provide exceptional patient care in the rapidly changing healthcare environment. For more information, please visit
www.digirad.com
.
Forward-Looking Statements & Use of Non-GAAP Measures
This press release contains statements that are forward-looking statements as defined within the Private Securities Litigation Reform Act of 1995. Some of these forward-looking statements can be identified by the use of forward-looking words such as “believes,” “expects,” “may,” “will,” “should,” “seek,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of those words or other comparable terminology, or in specific statements such as the Company’s ability to deliver value to customers, the ability to grow and generate positive cash flow, the ability to execute on restructuring activities, and ability to successfully execute acquisitions. These forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from the statements made. These risks are detailed in Digirad’s filings with the U.S. Securities and Exchange Commission, including the Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports. Readers are cautioned to not place undue reliance on these forward-looking statements, which speak only as of the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, and Digirad undertakes no obligation to revise or update the forward-looking statements contained herein.
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For more information contact:
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Jeffrey E. Eberwein
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Chairman of the Board of Directors
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203-489-9501
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ir@digirad.com
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