Hudson Global Inc SEC Filings

Hudson Global, Inc. (HSON) has filed a Form S-4 to register securities connected with its planned all-stock merger with Star Equity Holdings, Inc. (STRR). Under the Agreement and Plan of Merger dated 21 May 2025, Star will merge into HSON Merger Sub, becoming a wholly-owned subsidiary of Hudson. Each share of Star common stock will be exchanged for 0.23 shares of Hudson common stock, while each share of Star’s 10.0% Series A preferred stock will convert 1-for-1 into newly created Hudson Series A preferred stock. No cash will be paid for fractional shares.

Post-transaction ownership is expected to be approximately 79 % Hudson shareholders / 21 % former Star shareholders on a fully-diluted basis. The transaction requires: (i) approval of Hudson shareholders for the issuance of >5 % new shares (Nasdaq Rule 5635(a)), plus routine annual-meeting matters; and (ii) approval of Star shareholders to adopt the merger agreement. Meetings are scheduled in Old Greenwich, CT, with a record date of 14 July 2025.

Hudson will also seek to amend its 2009 Incentive Stock and Awards Plan to add 400,000 common shares and permit issuance of up to 175,000 preferred shares. Three Star-designated directors will join an expanded seven-member Hudson board at closing; existing Hudson officers will remain in place.

The agreement contains reciprocal $250,000 termination fees plus up to $250,000 expense reimbursement should either party abandon the deal and subsequently enter a competing transaction within nine months. Neither company’s shareholders are entitled to appraisal rights.

Key risks highlighted for investors include market fluctuation in Hudson’s share price (which directly affects the value received by Star holders), potential dilution for Hudson investors, and conflicts of interest—Hudson CEO Jeffrey E. Eberwein also serves on Star’s board. Both boards unanimously recommend voting “FOR” their respective proposals.