STR Holdings, Inc. Announces Stockholder Approval of a Plan of Complete Liquidation and Dissolution

STR Holdings, Inc. (STRI or the “Company”) is providing notice of stockholder action re. the Company’s adoption of a Plan of Liquidation and Dissolution.

STR Holdings, Inc. (OTCMKTS:STRI)

TOLLAND, CONNECTICUT, UNITED STATES, September 14, 2023/EINPresswire.com/ -- As previously announced on July 24, 2023, the Company’s Board of Directors (the “Board”) approved a Plan of Complete Liquidation and Dissolution (the “Plan”) subject to the approval of the Company’s stockholders. The Plan was adopted on September 8, 2023 by the holders of the requisite number of the outstanding shares of the Company’s Common Stock by written consent in lieu of a special meeting. The resolutions approved by the stockholders, including a copy of the Plan, can be found on the Investor Relations page of the Company’s website at: www.strholdings.com.

The Plan provides that the Company will make applicable filings and take such other actions as are found to be necessary, appropriate or desirable to carry out the Plan. The Company intends to file a Certificate of Dissolution with the State of Delaware, at which time the Company’s transfer books and records will be closed, such that its shares of Common Stock will no longer be assignable or transferable on the books of the Company (except by will, intestate succession or operation of law or upon dissolution of any stockholder or its successors). At that time, the Company’s common stock should cease trading on the OTC markets or any other trading platform, as no such trades will be recognized by the Company or its transfer agent. The Company intends to file the Certificate of Dissolution with the Secretary of State of Delaware by the end of the third quarter of 2023, or as soon as practicable after all related necessary filings and notices are complete.

Following the effective date of the Certificate of Dissolution, the Company will be able to commence the formal dissolution process, which the Company plans to conduct under the supervision of the Delaware Chancery Court. The Company intends to distribute, pro rata in one or more distributions, its remaining cash to its stockholders, to the extent that such cash has been determined legally available for such distribution, and such distribution is approved by the Delaware Chancery Court. Cash is generally considered legally available for distribution once all potential liabilities have been paid, or otherwise provided for, in full. Such distributions will be made to the stockholders of record as of the effective date of the Certificate of Dissolution.

The amount and timing of distributions, if any, will depend upon and could be affected, delayed or eliminated by, among other things, (i) the timeline for important litigation against us, the timing of which is beyond the Company’s ability to control, (ii) the amount and timing of claim settlements and reserves set aside to address creditors and contingent liabilities, (iii) the expenses incurred by the Company, and (iv) the timing and net proceeds received on the disposition of its remaining non-cash assets. As previously reported the Company continues to be involved with ongoing litigation in India and Spain. A creditor could also seek an injunction against, or otherwise seek to interfere with the making of distributions to the Company’s stockholders, on the grounds that the amounts to be distributed were needed to provide for the payment of the Company’s liabilities and expenses. Any such actions could delay, reduce or eliminate the amount available for distribution to the Company’s stockholders. The Company cannot ensure that any funds will become available for distribution or be distributed to its stockholders.

The Company reaffirms that its estimate of funds that will be legally available for distribution remains in the range of $0 to $5 million. As of the date of this press release, the Company has 20,152,029 shares of common stock issued and outstanding.

Forward-Looking Statement Disclaimer: This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to inherent risks and uncertainties, including statements regarding the Company's proposed winding down of its operations and the amount and timing of distributions, if any, to its stockholders. The Company is currently unable to predict the amount or timing of such distributions, if any. The amount and timing of such distributions will depend on and could be affected, delayed or eliminated by any number of risks and uncertainties, many of which are not in the control of the Company, including without limitation those discussed in this press release. Moreover, as provided in the Plan, the Board may modify or abandon the Plan, including the filing of the Certificate of Dissolution, at any time, to the extent permitted under Delaware law. The Company undertakes no obligation to publicly update any forward-looking statement contained in this press release, whether as a result of new information, future developments or otherwise, except as may be required by law.

Investor Relations
STR Holdings, Inc.
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