UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 21, 2020

Registrant’s Telephone Number, Including Area Code: (858) 726-1600

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 (see General Instruction A.2. below):

☐ 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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

On July 21, 2020, the Board of Directors (the “Board”) of Digirad Corporation (the “Company”) appointed Michael Cunnion and John Sayward to the Corporate Governance Committee of the Board, replacing Jeffrey Eberwein. Additionally, on July 21, 2020, Mitchell Quain was appointed to the Compensation Committee of the Board. No changes were made to the composition of the Audit Committee. Following such changes in committee assignments, the composition of each of the committees of the Board is as follows:

Corporate Governance Committee:

Dimitrios Angelis

Mitchell Quain

Michael Cunnion

John Sayward

Compensation Committee:

Dimitrios Angelis

Mitchell Quain

Michael Cunnion

John Sayward

Audit Committee:

Mitchell Quain

Michael Cunnion

John Sayward

Neither Mr. Eberwein, the Chairman of the Board, nor Matthew Molchan, the Company’s Chief Executive Officer and a member of the Board, serve on any committees of the Board.

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.