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): ~~December~~January 2014, ~~2018~~2019

Birner Dental Management Services, Inc.

(Exact name of registrant as specified in its charter)

Colorado	000-23367	84-1307044


(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1777 S. Harrison Street, Suite 1400, Denver, CO		80210
(Address of principal executive offices)		(Zip Code)

(303) 691-0680

Registrant's telephone number, including area code

(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):

¨☐ 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))

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. ¨ ☐

~~Item~~Introductory ~~5.07. Submission of Matters to a Vote of Security Holders.~~Note

~~On December~~As ~~20,~~previously ~~2018,~~disclosed in the Current Report on Form 8-K filed by Birner Dental Management Services, Inc., a Colorado corporation (the “Company”), ~~held~~with athe ~~special~~U.S. ~~meeting~~Securities ofand ~~shareholders~~Exchange Commission (the “SEC”) on October 3, 2018, the Company entered into that certain Agreement and Plan of Merger (the “~~Special~~Merger ~~Meeting~~Agreement”)., ~~Shareholders~~dated as of ~~record~~October of3, ~~the~~2018, by and among the Company’s, ~~common~~Mid-Atlantic ~~stock~~Dental Services Holdings, LLC, a Delaware limited liability company (“Parent”), and ~~Series~~Bronco AAcquisition, ~~Convertible~~Inc., ~~Preferred Stock~~a atDelaware ~~the~~corporation ~~close~~and a wholly owned subsidiary of ~~business~~Parent (“Merger Sub”). In addition, as previously disclosed in the Current Report on ~~November~~Form 138-K filed by the Company with the SEC on December 20, 2018, the ~~record~~Company’s ~~date~~shareholders ~~for~~approved the ~~Special~~Merger ~~Meeting,~~Agreement ~~were~~and ~~entitled~~the toMerger ~~vote~~ at a special meeting of the ~~Special Meeting~~Company’s shareholders held on December 20, 2018.

~~The~~Item ~~holders~~2.01 ofCompletion ~~shares~~ of ~~common~~Acquisition ~~stock~~or ~~and~~Disposition ~~Series~~of ~~A Convertible Preferred Stock, voting together as a single class, voted on the two proposals at the Special Meeting~~Assets.

OnThe ~~the~~information ~~record~~contained ~~date~~in ~~for~~ the ~~Special~~Introductory ~~Meeting,~~Note ~~there~~is ~~were~~incorporated ~~1,880,761 shares~~by ofreference ~~common~~into ~~stock~~this ~~issued~~Item ~~and outstanding, and 11 shares of Series A Convertible Preferred Stock issued and outstanding, each of which shares of preferred stock were entitled to cast 100,000 votes. Therefore, there were~~ 2~~,980,761 votes eligible to be cast at the Special Meeting~~. ~~Of the votes entitled to be cast at the Special Meeting, 1,549,069 shares of common stock and 11 shares of Series A Convertible Preferred Stock (entitled to cast 1,100,000 votes), or approximately 88~~01.~~9% of the votes entitled to be cast at the Special Meeting, were represented in person or by proxy.~~

~~The~~On ~~final~~January ~~voting~~14, ~~results~~2019 on(the ~~each~~“Closing ~~matter~~Date”), ~~considered~~pursuant atto the ~~Special~~ ~~Meeting~~ terms ~~are~~of the Merger Agreement, Merger Sub was merged with and into the Company (the “Merger”), with the Company surviving the Merger as ~~follows:~~a wholly owned subsidiary of Parent (the “Surviving Corporation”).

1.At ~~Merger~~the ~~Proposal.~~effective ~~The~~time ~~proposal~~of tothe ~~approve~~Merger (the ~~Agreement~~“Effective ~~and~~Time”), each ~~Plan~~outstanding share of ~~Merger~~the Company’s common stock, ~~dated~~par asvalue $0.01 per share (“Company Common Stock”) (other than (i) those shares of ~~October~~Company 3Common Stock owned by the Company, ~~2018~~Parent or any subsidiary of Parent, (asii) itshares ~~may~~of beCompany ~~amended~~Common ~~from~~Stock ~~time~~as to ~~time~~which dissenters’ rights had been perfected and not withdrawn or lost, ~~the~~of which there were none, and (iii) any shares (each, a “~~Merger~~Company ~~Agreement~~Restricted Share”) of Company Common Stock subject to vesting, byrepurchase or other lapse of restrictions) was cancelled and ~~among~~converted into the ~~Company,~~right ~~Mid-Atlantic~~to ~~Dental~~receive ~~Services~~(A) ~~Holdings~~$10.62 per share in cash, ~~LLC~~without interest and less applicable withholding taxes (the “~~Mid-Atlantic~~Cash ~~Dental~~Consideration”), and ~~Bronco~~(B) ~~Acquisition,~~one ~~Inc.~~contractual contingent value right (each, a ~~wholly~~“CVR”). Each ~~owned~~CVR ~~subsidiary~~represents ofthe ~~Mid-Atlantic~~right ~~Dental,~~to ~~pursuant~~receive toa ~~which~~contingent ~~the~~cash ~~Company~~payment ~~would~~of be$0.13 ~~acquired~~per byshare, ~~way~~less ofcertain apermitted ~~merger~~expense ~~and~~amounts ~~become~~calculated on a ~~wholly~~per ~~owned~~CVR ~~subsidiary~~basis, ofsubject ~~Mid-Atlantic~~to ~~Dental,~~and ~~was~~in ~~approved~~accordance bywith ~~the~~a ~~holders~~Contingent ofValue Rights Agreement (the ~~Company’s~~“CVR ~~common~~Agreement”), ~~stock~~by and ~~Series~~between AParent ~~Convertible~~and ~~Preferred~~American Stock, ~~voting~~Transfer ~~together~~& asTrust aCompany, ~~single class~~LLC, byas rights agent, the ~~votes~~form ~~set~~of ~~forth~~which inis ~~the~~attached ~~table~~as ~~below:~~an exhibit to the Merger Agreement.

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
2,648,144		580		345		0

At the Effective Time, any shares of Company Common Stock that were held by Parent, Merger Sub, the Company (or held in the Company’s treasury) or by any subsidiary of Parent or Merger Sub, were cancelled and ceased to exist and no consideration was or will be delivered in exchange for such shares.

2. Adjournment Proposal. The proposal to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting was approved by the holders of the Company’s common stock and Series A Convertible Preferred Stock, voting together as a single class, by the votes set forth in the table below:

Votes For		Votes Against		Votes Abstained		Broker Non-Votes
2,647,440		1,180		449		0

Further, at the Effective Time, each of the Company’s then outstanding equity awards were treated as follows: (i) each unexercised option to acquire Company Common Stock that was outstanding under the Company’s 2015 Equity Incentive Plan, as amended, and the Company’s 2005 Equity Incentive Plan (together, the “Company Stock Plans”), whether vested or unvested, automatically vested and accelerated in full and was cancelled and converted into the right to receive (A) an amount in cash equal to the excess, if any, of the Cash Consideration over the exercise price per share of Company Common Stock subject to such option as of the Effective Time, multiplied by the number of shares of Company Common Stock subject to such option as of the Effective Time; and (B) if such option had an exercise price per share of Company Common Stock subject to such option that was less than the Cash Consideration (an “In the Money Option”), a number of CVRs equal to the total number of shares of Company Common Stock subject to such In the Money Option immediately prior to the Effective Time (without regard to vesting); and (ii) each Company Restricted Share outstanding under the Company Stock Plans was cancelled and automatically converted into the right to receive (A) an amount in cash equal to the Cash Consideration and (B) one CVR, in each case, less applicable withholding taxes.

~~Although~~Item ~~the~~3.03 ~~Adjournment~~Material ~~Proposal~~Modification ~~was~~to ~~approved,~~Rights ~~an adjournment~~ of ~~the~~Security ~~Special Meeting was not necessary or appropriate because the Company’s shareholders approved the Merger Agreement~~Holders.

~~Each~~The ~~proposal~~information iscontained ~~described~~ in ~~detail in~~ the ~~definitive~~Introductory ~~proxy statement~~Note ~~filed with the Securities~~ and ~~Exchange~~Item ~~Commission (“SEC”) on November 19, 2018~~2.01 ~~The~~is ~~merger~~incorporated ~~contemplated~~ by ~~the~~reference ~~Merger~~into ~~Agreement~~this isItem ~~expected to close in January 2019, subject to customary closing conditions~~3.03.

~~Cautionary~~Item ~~Note~~5.01 ~~Regarding~~Changes ~~Forward-Looking~~in ~~Statements~~Control of Registrant.

~~Certain~~The ~~statements~~information contained in ~~this~~the ~~communication~~Introductory ~~may~~Note ~~constitute “forward-looking~~and ~~statements~~Item 2.”01 ~~Forward-looking~~is ~~statements~~incorporated ~~can usually be identified~~ by ~~the~~reference ~~use~~into ofthis ~~words~~Item such as “aim,” “anticipate,” “believe,” “continue,” “could,” “estimate,” “evolve,” “expect,” “forecast,” “intend,” “looking ahead,” “may,” “opinion,” “plan,” “possible,” “potential,” “project,” “should,” “will” and other expressions which indicate future events or trends5.01.

~~These~~Item ~~forward-looking statements are based upon certain expectations and assumptions and are subject to risks and uncertainties~~5.02 ~~Actual~~Departure ~~results could differ materially from those anticipated as a result~~ of ~~various~~Directors ~~factors, including the following: (i) risks related to the consummation of the transaction, including the risks that (A) the transaction may not be consummated within the anticipated time period,~~ or atCertain all, (B) the conditions to the consummation of the transaction may not be satisfied, (C) all or part of Mid-Atlantic Dental’s financing may not become available, (D) the risk that regulatory, licensure or other approvals required for the consummation of the transaction are not obtained or are obtained subject to terms and conditions that are not anticipated, (E) the significant limitations on remedies contained in the Merger Agreement may limit or entirely prevent the Company from specifically enforcing Mid-Atlantic Dental’s obligations under the Merger Agreement or recovering damages for any breach by Mid-Atlantic Dental, and (F) that all or any portion of the contingent value right is not paid to the Company’s shareholders, (ii) the effects that any termination of the transaction may have on the Company or its business, including the risks that (A) the Company’s stock price may decline significantly if the transaction is not completed, (B) the transaction may be terminated in circumstances requiring the Company to pay Mid-Atlantic Dental a termination fee of up to $2,000,000, or (C) the circumstances of the termination, including the possible imposition of a 12-month tail period during which the termination fee could be payable upon certain subsequent transactions, may have a chilling effect on alternatives to the transactionOfficers; ~~(iii)~~Election ~~the effects that the announcement or pendency~~ of the transaction may have on the Company and its business, including the risks that as a result (A) the Company’s business, operating results or stock price may suffer, (B) the Company’s current plans and operations may be disrupted, (C) the Company’s ability to retain or recruit key employees may be adversely affected, (D) the Company’s business relationships (including patients, dentists, and suppliers) may be adversely affected, or (E) the attention of the Company’s management or employees may be diverted from other important mattersDirectors; ~~(iv)~~Appointment ~~the effect~~ of ~~limitations~~Certain ~~that the Merger Agreement places on the Company’s ability to operate its business or engage in alternative transactions~~Officers; ~~(v)~~Compensatory ~~the~~Arrangements ~~nature, cost and outcome~~ of ~~pending~~Certain and future litigation and other legal proceedings, including any such proceedings related to the transaction and instituted against the Company and others; (vi) the risk that the transaction may involve unexpected costs, liabilities or delays; (vii) other economic, business, competitive, legal, regulatory or tax factors; and (viii) other factors described from time to time in the Company’s reports filed with the SEC under the heading “Risk Factors,” including the Annual Report on Form 10-K for the fiscal year ended December 31, 2017, subsequent Quarterly Reports on Form 10-Q and in any other of the Company’s filings with the SECOfficers.

~~All~~In ~~forward-looking~~accordance ~~statements~~with ~~are~~the ~~qualified by~~Merger Agreement, ~~and~~effective ~~should~~as beof ~~considered~~the inEffective ~~conjunction with~~Time, ~~such~~each ~~cautionary~~of ~~statements~~Frederic W. ~~Readers~~J. ~~are~~Birner, ~~cautioned~~John ~~not~~Climaco, toGregory ~~place~~Fulton, ~~undue~~Joshua ~~reliance~~S. on Horowitz, ~~these~~Burton ~~forward~~J. Rubin, Bradley Tirpak, Thomas D. Wolf, representing all of then-~~looking~~incumbent ~~statements~~directors of the Company, ~~which~~resigned ~~speak~~from ~~only~~his position as a member of the ~~date~~Company’s onboard ~~which~~of ~~such~~directors ~~statements~~and ~~were~~any ~~made.~~committee ~~Except~~thereof, asand ~~required~~was succeeded by the ~~applicable~~ then-sole ~~law~~director of Merger Sub, C. Mitchell Goldman. The resignations of the Company’s ~~undertakes~~former nodirectors ~~obligation~~were tonot ~~update~~a ~~forward-looking~~result ~~statements~~of any disagreements between the Company and the former directors on any matter relating to ~~reflect~~the ~~events~~Company’s operations, policies or ~~circumstances~~practices ~~arising after~~and ~~such~~were ~~date~~effectuated solely in connection with the Merger.

In connection with the Merger, effective as of the Closing Date, (i) Frederic W. J. Birner resigned as the Company’s Chief Executive Officer; (ii) Dennis N. Genty resigned as the Company’s Chief Financial Officer, Secretary and Treasurer, and (iii) C. Mitchell Goldman was appointed as the Company’s Chief Executive Officer, President, Secretary and Treasurer.

C. Mitchell Goldman, age 68, is the Chief Executive Officer of Parent and has served in this capacity since January 2016. From June 1999 until December 2015, Mr. Goldman was a Partner in the Health Law Practice Group of the law offices of Duane Morris LLP. Mr. Goldman is a member of the American Health Lawyers Association and the American Bar Association Health Law Section. Mr. Goldman has served as an adjunct professor of health care law teaching health care finance at the Drexel University Thomas R. Kline School of Law since January 2012. Mr. Goldman holds a Bachelor of Arts from Bowdoin College, a Master of Business Administration from the Wharton School at the University of Pennsylvania, and a Bachelor of Laws from Temple University’s James E. Beasley School of Law.

Item 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In accordance with the Merger Agreement, at the Effective Time, the Company’s Amended and Restated Certificate of Incorporation and the Company’s Second Amended and Restated Bylaws of the Company were amended and restated to read as set forth in Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K, each of which is incorporated by reference in this Item 5.03.

Item 8.01

Other Events.

On the Closing Date, the Company issued a joint press release with Parent announcing the consummation of the Merger, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

3.1		Second Amended and Restated Articles of Incorporation of Birner Dental Management Services, Inc.

3.2		Third Amended and Restated Bylaws of Birner Dental Management Services, Inc.

99.1		Joint Press Release dated January 14, 2019.

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.

	Birner Dental Management Services, Inc.
Date: December 20, 2018	By:	/s/ Dennis N. Genty
		Dennis N. Genty Chief Financial Officer and Secretary

BIRNER DENTAL MANAGEMENT SERVICES, INC.

Date:	January 14, 2019	By:	/s/ C. Mitchell Goldman
			Name:	C. Mitchell Goldman
			Title:	Chief Executive Officer, President, Secretary and Treasurer

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