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OLD GREENWICH, CT - Star Equity Holdings, Inc. has announced amendments to its corporate bylaws and an increase in authorized shares, following a vote by security holders. The electromedical equipment company, formerly known as Digirad Corp, reported these changes in a recent SEC filing.
On Thursday, the company filed an amendment with the Delaware Secretary of State to increase the number of authorized common shares and introduced preferred stock as a new class of capital stock. In addition, Star Equity Holdings amended the designations and rights of its Series A Cumulative Perpetual Preferred Stock.
These corporate actions stem from proposals detailed in the proxy statement filed on September 6, 2024. The modifications aim to enhance the company's capital structure and support its growth initiatives.
The annual stockholders meeting, held at the company's headquarters in Old Greenwich, Connecticut, saw the election of four directors and the approval of six additional proposals. These included the ratification of the company's independent auditors, approval of executive compensation, amendments to the 2018 Incentive Plan, and the adoption of an Amended Tax Benefit Preservation Plan to protect net operating loss carryforwards.
The stockholders also approved a "Protective Amendment" to the company's certificate of incorporation, extending the term of a provision to safeguard tax benefits. Furthermore, the amended certificate of designations for the Series A Preferred Stock modifies the redemption provisions, as voted by common and preferred shareholders.
The company's board has decided to hold annual advisory votes on executive compensation following the stockholders' preference.
In other recent news, Star Equity Holdings announced that its subsidiary, KBS Builders, secured two contracts valued at $4.6 million for the manufacturing of modular units aimed at expanding affordable housing options in Maine. This announcement followed the company's recent report of a 51.6% increase in Q2 revenue year-over-year, attributed to strategic acquisitions and expanded operations. However, Star Equity's gross margin faced a 14.9% decline, primarily due to a one-time purchase price adjustment from the Timber Technologies acquisition.
In addition to these developments, Star Equity implemented a Rights Agreement to safeguard its U.S. net operating loss carryforwards (NOLs) and other tax benefits, valued at approximately $43.2 million. The company also announced a new $1.0 million share repurchase plan and an investment in Enservco (NYSE:ENSV), indicating strategic moves to manage its capital and invest in growth opportunities.
Meanwhile, Maxim Group adjusted its outlook for Star Equity, reducing its stock price target from $10 to $8 while maintaining a Buy rating. This adjustment came after the release of Star Equity's recent quarterly financial results, which showed revenues falling short of expectations and an EBITDA loss that matched projections.
InvestingPro Insights
Star Equity Holdings, Inc.'s recent corporate actions, including the increase in authorized shares and amendments to its bylaws, can be better understood in light of some key financial metrics and insights from InvestingPro.
According to InvestingPro data, Star Equity Holdings has a market capitalization of $12.56 million USD, indicating it's a small-cap company. This context is crucial when considering the company's decision to increase its authorized shares, as it may be looking to raise capital for growth initiatives or strengthen its financial position.
An InvestingPro Tip notes that the company is "quickly burning through cash," which aligns with the reported operating income of -$9.14 million USD for the last twelve months as of Q2 2024. This cash burn rate might explain the company's move to amend its capital structure, potentially preparing for future fundraising efforts.
Another relevant InvestingPro Tip highlights that Star Equity Holdings is "trading at a low Price / Book multiple." The Price / Book ratio stands at 0.33 for the last twelve months as of Q2 2024, suggesting the stock might be undervalued relative to its book value. This could be a factor in the company's decision-making process regarding its capital structure and future growth plans.
For investors seeking a more comprehensive analysis, InvestingPro offers 5 additional tips that could provide further insights into Star Equity Holdings' financial health and market position.
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