Offerings - Offering: 1 |
Oct. 19, 2026
USD ($)
shares
|
|---|---|
| Offering: | |
| Fee Previously Paid | false |
| Other Rule | true |
| Security Type | Equity |
| Security Class Title | 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share |
| Amount Registered | shares | 3,836,801 |
| Maximum Aggregate Offering Price | $ 33,765,598.40 |
| Fee Rate | 0.0087% |
| Amount of Registration Fee | $ 2,937.61 |
| Offering Note | Represents the estimated maximum number of shares of 10% Series A Cumulative Perpetual Preferred Stock, par value $0.001 per share, of Star Equity Holdings, Inc. ("Star") issuable upon completion of the merger of Merger Sub - R, Inc., a wholly owned subsidiary of Star, with and into Harte Hanks, Inc. ("Harte Hanks"), with Harte Hanks surviving as a wholly owned subsidiary of Star (the "Merger"), pursuant to the Agreement and Plan of Merger, dated as of August 14, 2026, by and among Star, Merger Sub - R, Inc. and Harte Hanks, as described in the proxy statement/prospectus included in this Registration Statement. The amount registered is based on (i) 7,454,240 outstanding shares of Harte Hanks common stock and 216,446 shares underlying eligible restricted stock units, multiplied by the exchange ratio of 0.50, and (ii) 1,458 additional shares issuable in settlement of an eligible option to purchase 32,400 shares of Harte Hanks common stock at an exercise price of $4.55 per share. The option's preferred stock exchange ratio is calculated by multiplying 32,400 by the excess of $5.00 over $4.55 and dividing the resulting $14,580 net consideration by $10.00. The combined amount assumes that all eligible holders elect to receive preferred stock consideration. Estimated solely for the purpose of calculating the registration fee required by Section 6(b) of the Securities Act of 1933, as amended (the "Securities Act"), pursuant to Rules 457(c) and 457(f) under the Securities Act. The proposed maximum aggregate offering price of $33,765,598.40 consists of (i) $33,751,018.40, calculated by multiplying 7,670,686 shares of Harte Hanks common stock, including shares underlying eligible restricted stock units, by $4.40, the average of the high and low prices of Harte Hanks common stock as reported on Nasdaq on October 13, 2026, a date within five business days prior to the filing of this Registration Statement, and (ii) $14,580 attributable to the cancellation of the eligible option, representing its net merger consideration after deduction of the applicable exercise price. The calculation assumes that all eligible holders elect to receive preferred stock consideration. Calculated by multiplying the proposed maximum aggregate offering price of $33,765,598.40 by 0.0000870. |