STRI STR Holdings Inc (CE)

Effective as of January 10, 2019 STR Holdings, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Agreement”) with JB Cocoa Sdn Bhd (“JB Cocoa”) to sell the Company’s Malaysia building and related property rights (the “Malaysia Facility”) for 22.5 million Malaysian Ringgit (estimated net proceeds of approximately $5.3 million, after realtor fees, based on exchange rates as of December 31, 2018). The Company had previously shut down operations at the Malaysia Facility, and as disclosed in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, the Company had previously received a letter of intent on November 1, 2018 from JB Cocoa to purchase the Malaysia Facility for the 22.5 million Malaysian Ringgit. The Agreement provides that the closing of the sale of the Malaysia Facility is subject to various customary and regulatory approvals and conditions, including the approval of the Johor Port Authority. The Agreement further provides that if the conditions to the closing are not met within six months of the date of the Agreement, either party (to the extent not then in default of its obligations to seek to obtain such approvals) may terminate the Agreement.

The Company cannot assure that it or JB Cocoa will be able to obtain the required approvals and otherwise meet all the conditions to closing on a timely basis, if at all. Moreover, the Company’s expected net proceeds from the sale of the Malaysia Facility as set forth above is based upon currency exchange rates as of December 31, 2018, and may be adversely affected in certain circumstances, including without limitation, if the value of the Malaysian Ringgit decreases in relation to the U.S. dollar, or if the Company incurs unanticipated expenses in connection with the sale.

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement included as Exhibit 10.1 to this Report.