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): October 25, 2017

STR Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Registrant’s telephone number, including area code: (860) 272-4235

(Former Name or Former Address, if Changed Since Last Report)

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):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐

As previously disclosed, on November 18, 2016, Specialized Technology Resources (Malaysia) SDN BHD (“STR Malaysia”), a wholly owned subsidiary of STR Holdings, Inc., a Delaware corporation (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with Tiong Nam Logistics Solutions SDN BHD (the “Purchaser”) to sell the Company’s Johor, Malaysia facility. Closing of the transaction is subject to customary conditions for transactions of this type, including the approval of the Johor Port Authority within one year of the execution of the Agreement (the “Condition Period”).

Also as previously disclosed, on July 31, 2017, the Company received a notice from the Purchaser purporting to terminate the Agreement, alleging that the Johor Port Authority is seeking to impose unacceptable conditions on the approval of the transfer of the facility to the Purchaser. The Port Authority was seeking to add, as a condition to its consent, a minimum monthly container shipment requirement typical of other properties located in the port. The Company responded to the Purchaser disputing the validity of the purported termination on the grounds that the Condition Period had not yet expired, and the Company was continuing to seek to work with the Johor Port Authority to remove the condition objected to by the Purchaser.

Following further discussions, the Johor Port Authority has refused to remove the objected to condition from its consent. As a result, the Company now considers the Agreement to be terminated pursuant to the initial notice from the Purchaser and plans to re-launch the sale process for its Malaysia facility.

The Company has prepared a Chairman’s Letter dated October 25, 2017 (the “Chairman’s Letter”), which the Company intends to provide to its stockholders in its annual report. The text of the Chairman’s Letter is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth herein, including the exhibits hereto, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.

SIGNATURE

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.