UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A



(Amendment
No.1)



|x                                                                                    | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934    
|------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------
|For the fiscal year ended December 31, 2018                                         
|OR                                                                                  
|o                                                                                    | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|For the transition period from                          to                         .

Commission file number 001-34529







STR Holdings, Inc.

(Exact name of registrant as specified in
its charter)



|Delaware(State or other jurisdiction ofincorporation or organization)         | 27-1023344(I.R.S. EmployerIdentification No.)
|----------------------------------------------------------------------------- | ---------------------------------------------
|10 Water Street, Enfield, Connecticut(Address of principal executive offices) | 06082(Zip code)                              

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



Securities registered pursuant to Section 12(b)
of the Act: None



Securities Registered Pursuant to Section 12(g)
of the Act:



|                                       | Title
of each class | 
|-------------------------------------- | ------------------- | 
|Common Stock $0.01 par value per share

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YESo
NO x



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YESo
NO  x



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. YESx
NO o



Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter
period that the registrant was required to submit such files). YESx
NO o



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)
is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.x



Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filero | Accelerated filero | Non-accelerated filero | Emerging growth company filero | Smaller reporting companyx
|------------------------ | ------------------ | ---------------------- | ------------------------------ | --------------------------

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 Acto



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YESo
NO x



The aggregate market value of the registrant’s
voting and non-voting common equity held by non-affiliates of the registrant as of June 30, 2018 was $2,527,301 based on the
price of the last reported sale of $0.27 per share on the OTCQB Marketplace on that date.



On April 23, 2019, the registrant had 20,152,029
outstanding shares of Common Stock, $0.01 par value per share.

















EXPLANATORY NOTE





On March 27, 2019, STR Holdings, Inc. (“we”
or the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Original
Form 10-K”) with the Securities and Exchange Commission (the “SEC”). This Amendment No. 1 (the “Amendment”)
amends Part III, Items 10 through 14 of the Original Form 10-K to include information previously omitted from the Original Form
10-K in reliance on General Instruction G(3) to Form 10-K. General Instruction G(3) to Form 10-K provides that registrants may
incorporate by reference certain information from a definitive proxy statement which involves the election of directors if such
definitive proxy statement is filed with the Securities and Exchange Commission within 120 days after the end of the fiscal year.
We do not anticipate that our definitive proxy statement involving the election of directors will be filed before April 30, 2019
(i.e., within 120 days after the end of our 2018 fiscal year). Accordingly, Part III of the Original Form 10-K is hereby amended
and restated as set forth below. The information included herein as required by Part III, Items 10 through 14 of Form 10-K is more
limited than what is required to be included in the definitive proxy statement to be filed in connection with our annual meeting
of stockholders. Accordingly, the definitive proxy statement to be filed at a later date will include additional information related
to the topics herein and additional information not required by Part III, Items 10 through 14 of Form 10-K.



In addition, as required by Rule 12b-15
under the Securities Exchange Act of 1934, as amended, Item 15 of Part IV has been amended to include the currently dated certification
of our principal executive officer and principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. The
certifications of our principal executive officer and principal financial officer are filed with this Form 10-K/A as Exhibits
31.1 and 31.2 hereto. Because financial statements have not been included in this Form 10-K/A and this Form 10-K/A does not contain
or amend any disclosure with respect to Item 307 and 308 of Regulation S-K, paragraphs 3, 4 and 5 of the certifications have been
omitted. We are not including the certificate under Section 906 of the Sarbanes-Oxley Act of 2002 as no financial statements are
being filed with this Form 10-K/A.



Except as stated herein, this Amendment
does not reflect events occurring after the filing of the Original Form 10-K on March 27, 2019 and no attempt has been made in
this Amendment to modify or update other disclosures as presented in the Original Form 10-K.



















2







PART III



ITEM 10. Directors, Executive Officers and Corporate Governance



Board of Directors



Our business and affairs are managed under
the direction of our Board of Directors (the “Board”). Our Bylaws provide that our Board will consist of between three
and fifteen directors. Our Board is currently composed of seven directors.



The information provided below contains
information regarding our directors service as a director, business experience, director positions held currently or at any time
during the last five years, and information regarding involvement in certain legal or administrative proceedings, if applicable.



Each of our executive officers has been
appointed by our Board and will serve until his or her successor is duly appointed and qualified.



Each of Xin (Cindy) Lin, Jun (Tony) Tang,
Ping (Daniel) Yu and Lenian (Charles) Zha were initially recommended to the Board by Zhenfa Energy Group Co. Ltd., a Chinese limited
liability company and our largest shareholder (“Zhenfa”).



Robert
S. Yorgensen, 55, has been our Chairman since December 2014 and our President and Chief Executive Officer and a
director of our board since January 2012. Prior to becoming our CEO, Mr. Yorgensen was the Vice President of STR and President
of our Solar division since 2007 and has been employed with us for 33 years. Mr. Yorgensen has held a variety of positions
with us, including Extruded Products Manager and Senior Technical Specialist of Materials RD&E and Specialty Manufacturing,
Technical Specialist of Materials RD&E and Specialty Manufacturing and Project Leader of Development Engineering and Specialty
Manufacturing. He holds a Bachelor of Technology, Mechanical Engineering degree from the University of Connecticut and an A.S.
from Hartford State Technical College.



Mr. Yorgensen was selected to serve
on our Board in light of his substantial experience as President of STR Solar and his 33 year tenure with STR where he has
made significant contributions to our research and development, process engineering, business development efforts and led our growth
in the solar market.



John
A. Janitz, 76, has served on our Board
since June 2007. Mr. Janitz is Chairman and Co-founding partner at Evergreen Capital Partners, a financial advisor and investment
manager. In this role he also serves as a senior advisor to the private equity firm The Gores Group, where he sources investment
opportunities and advises on strategy, technology, manufacturing and operational matters in the industrial sector. Prior to forming
Evergreen Capital Partners, Mr. Janitz served as Co-Managing Principal for Questor Partners Funds, a private equity turnaround
fund. Mr. Janitz previously served as Chairman - Global Industrial Partners at Credit Suisse, as a member of the Board, President
and Chief Operating Officer of NYSE-listed Textron, Inc., as President of Gulf & Western Manufacturing Co., and as Executive
Vice President of global automotive technology company TRW Inc. He began his career at Ford Motor Company.



Mr. Janitz has significant financial,
investment and operating experience, as well as his membership on public and private boards, allows him to contribute strong leadership
to the Board and insights into strategic, capital and operational matters.



Andrew
M. Leitch, 75, has served on our Board since our initial public offering in November 2009. Mr. Leitch was a
senior partner with Deloitte & Touche LLP for over 27 years, last serving as the Vice Chairman of the Management
Committee, Hong Kong from September 1997 through his retirement in March 2000. Mr. Leitch has served as a director, chairman
of the board, chairman of the nominating and governance committee, and member of the audit committee and compensation committees
of Blackbaud Inc., and as a director and chairman of the audit committee of Cardium Therapeutics Inc. since February
2004 and August 2007, respectively. Mr. Leitch served as director and chairman of the audit committee of Aldila, Inc.
from May 2004 through February 2010 and a director of L&L Energy Inc. from February 2011 through August 2011. Mr. Leitch
also serves as a director of various private companies. He is a Certified Public Accountant in the state of New York, and a Chartered
Accountant in Ontario, Canada.



Mr. Leitch has extensive experience as a
director of various public and private companies, serving as the chairman of certain boards and audit committees and as a member
of certain compensation committees and governance committees, and has extensive understanding of U.S. and international financial
accounting principles, systems of internal control and corporate governance principles.



3







Xin
(Cindy) Lin, 47, has served on our Board since December 2014. Ms. Lin is currently
President ofZhen Fa New Energy (U.S.) Co., Ltd., having served in this capacity
sinceApril 2013, and is responsible for leading the U.S. activities of Zhenfa,
including investment and acquisitions. Ms. Lin has also worked at Medtronic IT sinceAugust 2001,
where she currently serves as senior principal IT developer, with a primary focus in business intelligence, data management and
data analytics. In 2006, Ms. Lin founded L&B International LLC, a consulting firm focusing on providing consulting
services in the area of renewable energy development, and is currently its President. Ms. Lin previously worked at the Bank
of China inBeijing, China, where she was responsible for international trade
settlement and financial instruments for export and import companies.



Ms Lin’s association with Zhenfa and
her extensive experience in the solar industry, knowledge of China, prior general management experience and her significant international
business expertise brings valuable perspectives to the Board.



Jun
(Tony) Tang, 42, has served on our Board since February 2019. Mr. Tang has served as an executive officer of Zhenfa
Holdings since 2013, where his principal responsibilities include managing the finance department. Mr. Tang served as the Chief
Financial Officer of SKY Solar Investment Co. Ltd. from 2012 to 2013, as finance manager of Suntech Holding Co. Ltd. from 2008
to 2012, and as finance planning supervisor of Sensata Technologies Changzhou Co. Ltd. from 2006 to 2007.



Mr. Tang’s association with Zhenfa,
and his extensive international business and financial management experience bring valuable financial and strategic insight to
the Board.



Ping
(Daniel) Yu, 55, has served on our Board since May 2017. Dr. Yu currently serves as President of UDA International
LLC, based in New York and Shanghai, and as Business Representative and Advisor to China Capital Investment Group. Dr. Yu specializes
in Sino-US business, education and NGO cooperation, and was previously China Country Director for the American Bar Association
Rule of Law Initiative and a Senior Fellow at New York University School of Law. Dr. Yu graduated from East China University of
Political Science and Law in 1984 (B.A., Law) and Fudan University (graduate diploma) in 1987, and received his (Ph.D.) at the
University of Washington (Seattle) School of Law. Dr. Yu has taught at Fudan University and New York University, and has also been
a director for a number of private companies during his career.



Dr. Yu’s extensive experience in American
and Chinese partner relationships, as well his legal background, are strong attributes for the Board.



Lenian
(Charles) Zha, 56, has served on our board since March 2017. Mr. Zha has served in various positions with Cisco
Systems, Inc. (“Cisco”), an information technology products and services provider, since 2000, most recently as a Program
Manager, where he manages Cisco Services Compliance. Prior to that, Mr. Zha served as a Business Operations Manager, where he managed
business intelligence programs and focused on long-term planning, sales opportunities, revenue/cost and risk analysis and product
lifecycle management. Since September 2002, Mr. Zha has also served as the owner and Chief Executive Officer of BiLink, Inc., a
provider of business consulting services. Mr. Zha received his Master of Science in Electrical Engineering from the Rose-Hulman
Institute of Technology in 1992.



Mr. Zha’s extensive engineering and
project management experience brings a broad spectrum of experience to the Board.



Executive Officers



Biographical information for our executive
officers are included in the Original Form 10-K and is incorporated herein by reference.



Audit Committee



We have a standing Audit Committee. Our
Audit Committee currently consists of Messrs. Leitch, Janitz and Yu, with Mr. Leitch serving as Chair of the Audit Committee.



Our Board affirmatively determined that
Messrs. Leitch, Janitz and Yu meet the definition of “independent directors” for purposes of serving on an Audit
Committee under applicable SEC and NYSE rules. In addition, our Board has determined that each member of our Audit Committee is
financially literate and Mr. Leitch qualifies as our “Audit Committee financial expert.” Mr. Leitch currently
serves on the Audit Committee of three public companies (including us).



4







Code of Ethics



We have adopted a code of business conduct
and ethics for directors, officers and employees, known as the STR Code of Business Conduct and Ethics. The STR Code of Business
Conduct and Ethics is available at www.strholdings.com on the “Investor Relations” page under the link “Corporate
Governance”. Any amendments to the STR Code of Business Conduct and Ethics, or any waivers of its requirements, will be disclosed
on our website.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended, requires our officers and directors and holders of more than 10% of our common stock to file with the
SEC initial reports of ownership and reports of changes in ownership of our common stock. Such persons are required by regulations
of the SEC to furnish us with copies of all such filings. To our knowledge, based solely on our review of the copies of such filings
received by us and the written representations of our officers and directors, with respect to the fiscal year ended December 31,
2018, all applicable Section 16(a) filing requirements were timely met.



ITEM 11. Executive Compensation



Summary Compensation Table



The following table sets forth certain information
with respect to compensation for the years ended December 31, 2018 and 2017 earned by or paid to our named executive officers.



|Name and Principal Position          |  |  | Year |  |  |  | Salary ($) |  |  |  | Non-Equity Incentive Plan Compensation  ($)(1) |  |  |  | Retention Bonus Agreement  ($)(2) |  |  |  | All Other Compensation ($)(3) |  |  |  | Total ($) | 
|------------------------------------ |  |  | ---- |  |  |  | ---------- |  |  |  | ---------------------------------------------- |  |  |  | --------------------------------- |  |  |  | ----------------------------- |  |  |  | --------- | 
|Robert S. Yorgensen                  |  |  | 2018 |  |  |  | 475,000    |  |  |  | —                                              |  |  |  | —                                 |  |  |  | 47,392                        |  |  |  | 522,392   | 
|Chairman, President and CEO          |  |  | 2017 |  |  |  | 475,000    |  |  |  | 50,000                                         |  |  |  | —                                 |  |  |  | 40,645                        |  |  |  | 565,645   | 
|                                     |  |  |      |  |  |  |            |  |  |  |                                                |  |  |  |                                   |  |  |  |                               |  |  |  |           | 
|Thomas D. Vitro                      |  |  | 2018 |  |  |  | 215,000    |  |  |  | —                                              |  |  |  | 100,000                           |  |  |  | 9,048                         |  |  |  | 324,049   | 
|Vice President, Chief Financial      |  |  | 2017 |  |  |  | 215,000    |  |  |  | 15,000                                         |  |  |  | 100,000                           |  |  |  | 8,989                         |  |  |  | 338,989   | 
|Officer and Chief Accounting Officer |  |  |      |  |  |  |            |  |  |  |                                                |  |  |  |                                   |  |  |  |                               |  |  |  |           | 










| | (1) | Represents cash payments under the Company’s Mangement Incentive Plan (“MIP”). Bonuses paid under the 2018
and 2017 MIP were based on a combination of corporate financial and non-financial goals. The bonus for 2018, if any, has not yet
been determined and approved.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Represents cash payments under the Company’s Retention Bonus Agreement with Mr. Vitro. For more information regarding
this agreement, see “Retention Bonus Agreement.”
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (3) | The amounts reported in this column represent 401(k) and profit sharing contributions to eligible employees, our Section 125
cafeteria plan, term life insurance, disability insurance, long-term care insurance and other personal benefits. The amounts included
in that column are included in the table below.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Name                |  | Year |      | 401(k) Match(a) |  | Section 125 Plan(b) |       | Term Life Insurance(c) |  | Disability Insurance(c) |        | Long-Term Care Insurance(c)
|------------------- |  | ---- | ---- | --------------- |  | ------------------- | ----- | ---------------------- |  | ----------------------- | ------ | ---------------------------
|Robert S. Yorgensen |  |      | 2018 |                 |  | $                   | 6,625 |                        |  | $                       | 38,997 |                            
|                    |  |      | 2017 |                 |  | $                   | 6,625 |                        |  | $                       | 32,250 |                            
|                    |  |      |      |                 |  |                     |       |                        |  |                         |        |                            
|Thomas D. Vitro     |  |      | 2018 |                 |  | $                   | 5,375 |                        |  | $                       | 1,920  |                            
|                    |  |      | 2017 |                 |  | $                   | 5,375 |                        |  | $                       | 1,861  |                            








| | (a) | Reflects amounts of contributions paid to such executive under 401(k) matching plan for eligible employees.
| | --- | -----------------------------------------------------------------------------------------------------------



| | (b) | We maintain a Section 125 cafeteria plan that allows our employees to set aside pre-tax dollars to pay for certain benefits.
This amount represents payments made by us on the employee’s behalf towards a Section 125 cafeteria benefits plan.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (c) | Represents premiums paid by us for applicable insurance policies.
| | --- | -----------------------------------------------------------------



5







Outstanding Equity Awards
at Fiscal Year End



The following table sets forth certain information
with respect to outstanding equity awards of our named executive officers as of December 31, 2018.



|                    |  | Option Awards                                                      
|------------------- |  | -------------------------------------------------------------------
|                    |  | Number of Securities Underlying Unexercised Options (#) Exercisable
|Robert S. Yorgensen |  |                                                                    
|Thomas D. Vitro     |  |                                                                    








| | (1) | The options are fully vested.
| | --- | -----------------------------



Pension Benefits



In the year ended December 31, 2018,
our named executive officers received no pension benefits and had no accumulated pension benefits.



Nonqualified Deferred Compensation



We had no deferred compensation arrangements
with our named executive officers as of December 31, 2018.



Employment Agreements



We entered into an employment agreement
with Mr. Yorgensen, effective January 1, 2012, in connection with his appointment as the Company’s President and Chief
Executive Officer. Pursuant to the agreement, his annual base salary is $475,000, subject to annual discretionary increases, and
he is eligible to participate in the Company’s (i) MIP, with an annual performance bonus target of at least 80% of his
annual base salary, and (ii) long-term incentive plan awards, in each case based upon performance goals set by our Board for
a particular fiscal year.



We entered into an employment offer letter
(the “Offer Letter”) with Mr. Vitro, dated December 1, 2015. The Offer Letter provides for an initial base salary
for Mr. Vitro of $215,000. Under the terms of the Offer Letter, Mr. Vitro is eligible to receive an annual performance bonus pursuant
to the Company’s MIP, with a target bonus amount of at least 45% of his annual base salary, and he is generally entitled
to participate in benefit plans and programs, if any, on the same terms as other similarly situated employees. Under the terms
of the Offer Letter, Mr. Vitro is entitled to receive certain benefits upon termination of employment. If Mr. Vitro is terminated
without “Cause” or if he terminates his employment for “Good Reason” (as such terms are defined in the
Offer Letter), Mr. Vitro will be entitled to standard Company severance of one week of salary per year of service.



Severance Agreement



We entered into a severance agreement with
Mr. Yorgensen, effective October 1, 2012 (the “Severance Agreement”). The Severance Agreement sets forth certain
payments and benefits for Mr. Yorgensen in the event of the termination of his employment under various circumstances. The Severance
Agreement, which initial term was until October 1, 2018, automatically renews for successive one year periods unless the Company
or the executive provides notice of termination at least 90 days prior to October 1st of the preceding year. Notwithstanding
the foregoing, the term of the Severance Agreement may not expire before a date that is 18 months after a Change of Control
(as defined in the Severance Agreement) that occurs during the term of the Severance Agreement. To the extent applicable, the Severance
Agreement supersedes and replaces the severance provisions set forth in Mr. Yorgensen’s employment agreement with the Company.



The Severance Agreement provides, among
other things, that, if Mr. Yorgensen is terminated by the Company for any reason, he is entitled to his full base salary through
the date of termination at the rate in effect immediately prior to such termination date, as well as all compensation and benefits
due to the executive under the terms of the Company’s benefit plans, programs and arrangements in effect immediately prior
to the termination date.



6







If Mr. Yorgensen is terminated by the
Company without “cause” (as such term is defined in the Severance Agreement) or if he terminates his employment with
“good reason” (as such term is defined in the Severance Agreement), other than during a “change in control severance
period” (as such term is defined in the Severance Agreement), he is entitled to receive the payments described above plus
(i) the sum of 2.0 times his base salary; (ii) a pro rata portion of any bonus payment he would have been eligible to
receive for the performance year during which the termination date occurs; (iii) up to 24 months of payments in the amount
required for continuation of COBRA plans and other benefits; (iv) prepayment of all life insurance premiums for 24 months
plus the transfer of ownership of all rights of ownership of such arrangements; (v) payments for reasonable outplacement services
for up to 24 months; and (vi) the reimbursement of reasonable legal fees and expenses incurred by the executive in disputing
in good faith issues relating to the termination of employment or obtaining or enforcing any benefit provided under the Severance
Agreement.



If Mr. Yorgensen is terminated by the
Company without cause or if he terminates his employment with good reason during a change in control severance period, he is entitled
to (i) the sum of 2.0 times his base salary; (ii) his target bonus for the performance year during which the termination
date occurs; and (iii) the continued COBRA benefits, life insurance benefits, and outplacement services for up to 24 months
and legal fees described above. The change of control severance period is the period commencing 90 days prior to a change
in control (as such term is defined in the Severance Agreement) and ending one year following a change in control.



Retention Bonus Agreements



2019
Retention Letter. On January 25, 2019, we entered into a retention letter agreement (the “ Retention Lettert”)
with Mr. Vitro, pursuant to which Mr. Vitro may earn a special retention bonus in connection with his continued service to the
Company. Under the terms of the Retention Letter, if Mr. Vitro remains continuously employed by the Company through the periods
(each, a “Retention Period” and collectively, the “Retention Periods”) commencing on January 25, 2019 and
ending on each of June 30, 2019 and December 31, 2019 (each, an “Outside Date” and collectively, the “Outside
Dates), the Company will pay to Mr. Vitro an amount equal to $50,000 for the Retention Period ending on June 30, 2019, and $50,000
for the Retention Period ending on December 31, 2019 (each, a “Retention Bonus” and collectively, the “Retention
Bonuses”).



Mr. Vitro will earn the Retention Bonus
for a Retention Period only if he is actively employed by the Company throughout such Retention Period, including on the Outside
Date for such Retention Period; provided, however, that if Mr. Vitro’s employment with the Company is terminated by the Company
without Cause (as such term is defined in the Retention Letter), or by Mr. Vitro for Good Reason (as such term is defined in the
Retention Letter), then Mr. Vitro will be entitled to receive the applicable Retention Bonus for the applicable Retention Period.
If Mr. Vitro’s employment is terminated by the Company with Cause or by Mr. Vitro without Good Reason, Mr. Vitro will not
receive a Retention Bonus for the Retention Period during which his employment was terminated, or for any subsequent Retention
Period. The Retention Bonus will be paid in one lump sum cash payment within five (5) business days following the completion of
the applicable Retention Period.



Initial
Retention Agreement. On March 17, 2017, we entered into a Retention Bonus Agreement (the “Retention Bonus
Agreement”) with Mr. Vitro, in recognition of the importance of his continued service to the Company as the Company undertook
a review of its strategic direction. Under the terms of the Retention Bonus Agreement, if Mr. Vitro remained continuously employed
by the Company through the periods (each, a “Initial Retention Period” and collectively, the “Initial Retention
Periods”) commencing on March 17, 2017 and ending on each of December 31, 2017, June 30, 2018 and December 31, 2018 (each,
an “Initial Outside Date” and collectively, the “Initial Outside Dates”), the Company would pay to Mr.
Vitro an amount equal to $100,000, for the Initial Retention Period ending on December 31, 2017, $50,000 for the Initial Retention
Period ending on June 30, 2018, and $50,000 for the Initial Retention Period ending on December 31, 2018 (each, a “Initial
Retention Bonus” and collectively, the “Initial Retention Bonuses”).



During 2018, Mr. Vitro was continuously
employed by the Company through each applicable Initial Outside Date, and as such, pursuant to the terms of the Retention Bonus
Agreement the Company paid Mr. Vitro a Retention Bonus of $100,000 in the aggregate.



7







Non-Competition and Non-Solicitation



Mr. Yorgensen entered into non-competition
and non-solicitation agreements with us. Pursuant to such agreements, Mr. Yorgensen agreed not to compete with us for twenty-four
(24) months following his date of termination. In addition, Mr. Yorgensen may not solicit any of our employees during the term
of his non-competition period. We have the option to extend Mr. Yorgensen’s non-competition and non-solicitation period for
an additional year. If we extend the non-competition and non-solicitation period for Mr. Yorgensen, we must provide six months’
notice to him, pay him his annual base salary, payable over 12 months, and extend his participation in our health, life insurance,
and retirement plans through the extended period.



Annual Incentive Awards



The Company’s MIP provides our named
executive officers, as well as other key managers, with performance based cash bonuses based on the achievement of a combination
of financial and non-financial corporate goals that are established each year by the Board. Target payout levels are expressed
as a percentage of base salary and are established for each participant. The target payout levels for Mr. Yorgensen and Mr. Vitro
were 80% and 45% of their base salary, respectively.



The financial goals under the MIP for the
year ended December 31, 2018 for our named executive officers were primarily focused on the achievement of sales, EBITDA and cash
balance targets, as well as multiple non-financial goals. No payout was made for a financial target if the Company achieved an
actual result equal to less than 80% of such financial target. Non-financial corporate goals included targets related to the expansion
and development of the business.



Director Compensation



It is STR’s policy to set the compensation
of directors for their service on the Board and its committees (which may include equity awards under the STR Holdings, Inc. 2009
Equity Incentive Plan) in a manner that is designed to attract, retain and motivate highly-qualified candidates for director, and
to be broadly comparable with those companies which STR considers to be its peers in the industries in which it operates. Director
compensation, including compensation for committee service, is reviewed annually by the Compensation Committee, which makes such
recommendations to the Board with respect thereto as it deems appropriate.



Retainer
and Meeting Fees.Directors who are or were our employees or employees of our subsidiaries or affiliated with Zhenfa
did not, and will not, receive compensation for their service as members of either our Board or Board committees.



In 2018, compensation for all independent
directors of the Company was as follows:



| | • | a base annual retainer of $31,500, which (i) for the first three fiscal quarters was payable 50% in shares of the Company’s
common stock and 50% payable in cash, with such shares issued quarterly, in arrears, which shares vest immediately upon issuance
and are pro-rated for any partial quarter, and (ii) for the fourth quarter of 2018 was payable in cash;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an additional cash payment of $27,000, with 50% paid in January 2019 and the remaining amount to be paid in the second or third
quarter of 2019;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------



| | • | an annual payment of $25,000 in cash to the chair of the Audit Committee of the Board; $12,500 in cash to the Chair of each
of the Compensation Committee of the Board and Nominating and Corporate Governance Committee of the Board; and $10,000 to each
member of the Special Committee of Continuing Directors, each payable quarterly in arrears and pro-rated for any partial quarter;
and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | • | a fee of $1,200 in cash for each meeting of the Board and any committee thereof attended (up to eight Board meetings and eight
meetings of each committee per year).
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------



The Company also reimburses all directors
for reasonable expenses incurred to attend meetings of our Board or committees.





8









Director
Compensation Table.The following table sets forth all director compensation information for the year ended December 31,
2018.



|                       |  |  | Fees Earned or Paid in Cash ($) |  |  |  | Stock Awards ($)(1)(2) |  |  |  | Total Compensation  ($) | 
|---------------------- |  |  | ------------------------------- |  |  |  | ---------------------- |  |  |  | ----------------------- | 
|John A. Janitz         |  |  | 90,988                          |  |  |  | 11,813                 |  |  |  | 102,800                 | 
|HuiYing (Julia) Ju (3) |  |  | —                               |  |  |  | —                      |  |  |  | —                       | 
|Andrew M. Leitch       |  |  | 90,988                          |  |  |  | 11,813                 |  |  |  | 102,800                 | 
|Xi (Cindy) Lin         |  |  | —                               |  |  |  | —                      |  |  |  | —                       | 
|Yun (Tony) Tang(4)     |  |  | —                               |  |  |  | —                      |  |  |  | —                       | 
|Robert Yorgensen       |  |  | —                               |  |  |  | —                      |  |  |  | —                       | 
|Ping (Daniel) Yu       |  |  | 51,188                          |  |  |  | 11,813                 |  |  |  | 63,000                  | 
|Lenian (Charles) Zha   |  |  | 42,788                          |  |  |  | 11,813                 |  |  |  | 54,600                  | 





| | (1) | Represents the aggregate grant date fair value of restricted stock awards computed in accordance with FASB ASC Topic 718
as of the grant date. The grant date fair value for the stock awards granted to each of the non-employee directors (other than
directors affiliated with Zhenfa) in 2018 is set forth in footnote 2 below. The assumptions used to calculate the amount recognized
for these restricted stock awards set forth in Note 16 to the Company’s audited financial statements. For purposes of the
table above, the effects of estimated forfeitures are excluded.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | The number of shares issued and their grant date fair values were as follows: Mr. Janitz, 13,577 shares, 15,750 shares and
12,702 shares at $0.29, $0.25 and $0.31 per share on the date of issuance, respectively; Mr. Leitch, 13,577 shares, 15,750 shares
and 12,702 shares at $0.29, $0.25 and $0.31 per share on the date of issuance, respectively; Mr. Yu, 13,577 shares, 15,750 shares
and 12,702 shares at $0.29, $0.25 and $0.31per share on the date of issuance, respectively; Mr. Zha, 13,577 shares, 15,750 shares
and 12,702 shares at $0.29, $0.25 and $0.31per share on the date of issuance, respectively.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Ms. Ju resigned effective December 28, 2018.
| | --- | --------------------------------------------



| | (4) | Mr. Tang was appointed to the Board effective February 25, 2019.
| | --- | ----------------------------------------------------------------



Indemnification of Officers and Directors



Our Bylaws provide that we will indemnify
our directors and officers to the fullest extent permitted by Delaware General Corporation Law (“DGCL”). We have established
directors’ and officers’ liability insurance that insures such persons against the costs of defense, settlement or
payment of a judgment under certain circumstances.



In addition, our certificate of incorporation
provides our directors will not be liable for monetary damages for breach of fiduciary duty, except for liability relating to any
breach of the director’s duty of loyalty, acts or omissions not in good faith or which involve intentional misconduct or
a knowing violation of law, violations under Section 174 of the DGCL or any transaction from which the director derived an
improper personal benefit.



In addition, prior to the completion of
our initial public offering, we entered into indemnification agreements with each of our executive officers and directors. We also
entered into indemnification agreements with each of our officers and directors that joined the Company after the initial public
offering. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification,
expense advancement and reimbursement to the fullest extent permitted under the DGCL.



There is no pending litigation or proceeding
naming any of our directors or officers for which indemnification is being sought, and we are not aware of any pending or threatened
litigation that may result in claims for indemnification by any director or executive officer.



9







ITEM 12. Security Ownership of Certain
Beneficial Owners and Management and Related Stockholder Matters



Beneficial ownership of shares is determined
under rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power.
Except as noted by footnote, and subject to community property laws where applicable, we believe based upon the information provided
to us that the persons and entities named in the table below have sole voting and investment power with respect to all shares of
our common stock shown as beneficially owned by them. Percentage of beneficial ownership is based upon 20,152,029 shares of common
stock outstanding as of April 23, 2019. Shares of common stock subject to options currently exercisable or exercisable within 60 days
of April 23, 2019, (“presently exercisable stock options”) are deemed to be outstanding and beneficially owned by the
person holding the options for the purposes of computing the percentage of beneficial ownership of that person and any group of
which that person is a member, but are not deemed outstanding for the purpose of computing the percentage of beneficial ownership
for any other person. Except as otherwise indicated, the persons named in the table below have sole voting and investment power
with respect to all shares of common stock held by them. Unless otherwise indicated, the address for each holder listed below is
STR Holdings, Inc., 10 Water Street, Enfield, CT 06082.



|Name of beneficial owner                        |  |  | Amount and nature of ownership |  |  |  | Percentage of class |  
|----------------------------------------------- |  |  | ------------------------------ |  |  |  | ------------------- | -
|Zhen Fa New Energy (U.S.) Co., Ltd. (1)(2)      |  |  | 9,210,710                      |  |  |  | 45.7                | %
|Zha Zhengfa (1)                                 |  |  | 9,210,710                      |  |  |  | 45.7                | %
|Downriver Capital Management, LLC (3)           |  |  | 1,728,462                      |  |  |  | 8.6                 | %
|T. Rowe Price Associates, Inc. (4)              |  |  | 1,313,707                      |  |  |  | 6.5                 | %
|Michael Tofias (5)                              |  |  | 1,299,460                      |  |  |  | 6.4                 | %
|Robert S. Yorgensen                             |  |  | 816,484                        |  |  |  | 4.1                 | %
|John A. Janitz                                  |  |  | 794,957                        |  |  |  | 3.9                 | %
|Andrew M. Leitch                                |  |  | 731,640                        |  |  |  | 3.6                 | %
|Lenian (Charles) Zha                            |  |  | 288,929                        |  |  |  | 1.4                 | %
|Ping (Daniel) Yu                                |  |  | 257,983                        |  |  |  | 1.3                 | %
|Jun (Tony) Tang                                 |  |  | —                              |  |  |  | *                   |  
|Xin (Cindy) Lin                                 |  |  | —                              |  |  |  | *                   |  
|All directors and executive officers as a group |  |  | 2,889,993                      |  |  |  | 14.3                | %










| | * | Less than one percent of the outstanding shares of our common stock.
| | - | --------------------------------------------------------------------



| | (1) | Information in the table and this footnote is based solely upon information contained in a filing of Schedule 13G filed
with the SEC by Zhen Fa New Energy (U.S.) Co., Ltd. on December 18, 2014. Zha Zhengfa, due to his 98% indirect ownership of
Zhen Fa New Energy (U.S.) Co., Ltd., may be deemed to possess sole voting power and sole dispositive power over 9,210,710 shares
of common stock beneficially owned by Zhen Fa New Energy (U.S.) Co., Ltd. The principal business address of Mr. Zhengfa is 27th
Floor, No. 4 Gemini Building, No. 12 North Qingfeng Road, Yubei Disrict, Chongqing City, China.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Zhen Fa New Energy (U.S.) Co., Ltd. has advised the Company that it has pledged these shares as collateral in support of borrowings
obtained by Zhenfa (and its affiliates) from The Export-Import Bank of China, which are outstanding from time to time.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------





| | (3) | Information in the table and this footnote is based solely upon information contained in a filing of Schedule 13G filed
with the SEC by Downriver Capital Management, LLC on February 2, 2016. As of December 31, 2016, Downriver Capital Management,
LLC had sole dispositive power over 1,728,462 shares and sole voting power over 1,728,462 shares. The principal business address
of Downriver Capital Management, LLC is 1310 N. Maple Street, Spokane, Washington 99201.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (4) | Information in the table and this footnote is based solely upon information contained in a joint filing of Schedule 13G
filed with the SEC by T. Rowe Price Associates, Inc. and T. Rowe Price Science & Technology Fund, Inc. on February 9,
2016. As of December 31, 2016, T. Rowe Price had sole dispositive power over 1,313,707 shares and sole voting power over
236,075 shares. The principal business address of T. Rowe Price is 100 East Pratt Street, Baltimore, Maryland 21202.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (5) | Information in the table and this footnote is based solely upon information contained in a joint filing of Schedule 13G
filed with the SEC by Michael Tofias on February 12, 2019. As of December 31, 2018, Michael Tofias had sole dispositive
power over 1,299,460 shares and sole voting power over 1,299,460 shares. The principal business address of Michael Tofias is 25
Cambridge Drive, Short Hills, New Jersey 07078.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



10











EQUITY COMPENSATION PLAN



The following table summarizes common stock
that may be issued under our existing equity compensation plan as of December 31, 2018:



|                                                           |  | Common shares to be issued upon exercise of outstanding options, warrants and rights(1) |     | Weighted-average exercise price of outstanding options, warrants and rights ($) |  | Common shares available for future issuance under equity compensation plans (excluding securities reflected in column(a))
|---------------------------------------------------------- |  | --------------------------------------------------------------------------------------- | --- | ------------------------------------------------------------------------------- |  | -------------------------------------------------------------------------------------------------------------------------
|Plan Category                                              |  | (a)                                                                                     |     | (b)                                                                             |  | (c)                                                                                                                      
|Equity compensation plans approved by STR stockholders(2)  |  |                                                                                         | —   |                                                                                 |  |                                                                                                                          
|Equity compensation plans not approved by STR stockholders |  |                                                                                         | N/A |                                                                                 |  |                                                                                                                          
|Totals                                                     |  |                                                                                         | —   |                                                                                 |  |                                                                                                                          
|                                                           |  |                                                                                         |     |                                                                                 |  |                                                                                                                          










| | (1) | Includes shares issuable pursuant to the exercise of stock options.
| | --- | -------------------------------------------------------------------



| | (2) | STR Holdings, Inc. 2009 Equity Incentive Plan.
| | --- | ----------------------------------------------



ITEM 13. Certain Relationships and Related Transactions,
and Director Independence



The Board, with the assistance of the Nominating and Corporate
Governance Committee, conducted an evaluation of director independence, based primarily on a review of the responses of the directors
and executive officers to questions regarding employment and compensation history, affiliations and family and other relationships
with the Company, including those relationships described under this “Item 13. Certain Relationships and Related Transactions,
and Director Independence -- Certain Relationships and Related Person Transactions” of this Amendment, and on discussions
with the Board.



Our Board affirmatively determined that
Messrs. Janitz, Leitch, Yu and Zha are independent directors, and that Messrs. Janitz, Leitch and Yu, as current members
of our Audit Committee, are also independent directors as such term is defined in Rule 10A-3(b)(1) under the Exchange Act.



Certain Relationships and Related Person Transactions



Set forth below is a description of certain
relationships and related person transactions between us and our directors, executive officers and holders of more than 5% of our
voting securities. We believe that all of the following transactions were entered into with terms as favorable as could have been
obtained from unaffiliated third parties.



Sales Service Agreement.Specialized
Technology Resources, Inc., our wholly owned subsidiary, entered into a sales service agreement (the “Sales Service
Agreement”) with Zhenfa, whereby Zhenfa agreed, among other things, to assist us in a number of endeavors, including, without
limitation, marketing and selling our products in China, acquiring local raw materials, hiring and training personnel in China,
and complying with Chinese law. The Sales Service Agreement became effective on December 15, 2014, for an initial term of two years
and automatically renews for one year periods unless terminated earlier. The Sales Service Agreement may also be terminated
by either party at such time as Zhenfa and its affiliates own less than 10% of our outstanding Common Stock.



11







As we have substantially discontinued operations
in China, Zhenfa is not currently providing us with any material services under this agreement. Our activities with Zhenfa under
the Sales Service Agreement are subject to the oversight of our Special Committee of Continuing Directors.



Huhui
Contract.The Company’s Chinese subsidiary, Specialized Technology Resources
Solar (Suzhou) Co. Ltd. (“STR China”) entered into a supply agreement (the “Huhui Supply Agreement”) dated
as of December 31, 2014, with Zhangjiagang Huhui Segpv Co. Ltd ("Huhui"), a solar module manufacturer and an affiliate
of Zhenfa. Pursuant to the Huhui Supply Agreement, STR China agreed to supply Huhui with the Company's encapsulant
products and Huhui agreed (i) to purchase not less than 535 MW worth of encapsulants (the “Minimum Amount”) during
each contract year, (ii) to pay the Company a deposit equal to 10% of the Minimum Amount, and (iii) not to purchase encapsulant
products from other encapsulant manufacturers. The initial term of the Huhui Supply Agreement was for one year; however, such initial
term was extended for an additional six months due to failure by Huhui to purchase the Minimum Amount at the end of the first year
anniversary of the effective date of the Huhui Supply Agreement. The Huhui Supply Agreement further provided that Huhui’s
obligations were contingent (unless otherwise provided in the agreement) upon (i) the delivery by STR China of an initial shipment
of products in accordance with the specifications and (ii) the qualification of the products by Huhui during a sample production
run of not less than 30 days. The Company received a deposit of RMB7,125 (approximately $1.1 million at the then-current exchange
rate) as a deposit (the “Deposit”) from Huhui during the year ended December 31, 2015, which was included in accrued
liabilities on our Consolidated Balance Sheets as of December 31, 2017.



Huhui did not complete its 30 day production
run as contemplated under the Supply Agreement and on March 27, 2018, following the approval of the Company’s Special Committee
of Continuing Directors, STR China entered into an agreement to terminate the Supply Agreement (the “Termination Agreement”).
Pursuant to the Termination Agreement, Huhui agreed that STR China would retain the Deposit, and each of Huhui and STR China agreed
to release the other from any liability or further obligations under the Supply Agreement.



Indemnification
Agreements. We entered into indemnification agreements with each of our directors and executive officers.
These agreements, among other things, require us to indemnify each director and executive officer to the fullest extent permitted
by Delaware law, including indemnification of expenses such as attorneys’ fees, judgments, fines and settlement amounts incurred
by the director or executive officer in any action or proceeding, including any action or proceeding by or in right of us, arising
out of the person’s services as a director or executive officer.



ITEM 14. Principal Accountant Fees and Services



The following table sets forth the aggregate
fees billed to us to date for the audit and other services provided by UHY LLP during the fiscal year ended December 31,
2018:



|                      |  |   | 2018    | 
|--------------------- |  | - | ------- | 
|Audit Fees(1)         |  | $ | 216,400 | 
|Audit-Related Fees(2) |  |   | 11,250  | 
|Tax Fees              |  |   | —       | 
|All Other Fees(3)     |  |   | —       | 
|Total                 |  | $ | 227,650 | 










| | (1) | Represents the aggregate fees billed for the audit of the Company’s financial statements in connection with the statutory
and regulatory filings or engagements for the 2018 fiscal year.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | 2018 fees represent the aggregate fees billed for an employee benefit plan audit.
| | --- | ---------------------------------------------------------------------------------



| | (3) | Represents the aggregate fees billed for all products and services provided that are not included under “audit fees”,
“audit-related fees or “tax fees”.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------







12









The following table sets forth the aggregate
fees billed to us for the audit and other services provided by UHY LLP during the fiscal year ended December 31, 2017:



|                      |  | 2017
|--------------------- |  | ----
|Audit Fees(1)         |  | $   
|Audit-Related Fees(2) |  |     
|Tax Fees              |  |     
|All Other Fees(3)     |  |     
|Total                 |  | $   










| | (1) | Represents the aggregate fees billed for the audit of the Company’s financial statements in connection with the statutory
and regulatory filings or engagements for the 2017 fiscal year.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | 2017 fees represent the aggregate fees billed for an employee benefit plan audit.
| | --- | ---------------------------------------------------------------------------------



| | (3) | Represents the aggregate fees billed for all products and services provided that are not included under “audit fees”,
“audit-related fees or “tax fees”.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------



Audit Committee’s Pre-Approval Policies and Procedures



The Audit Committee has policies and procedures
that require the pre-approval by the Audit Committee of all fees paid to, and all services performed by, the Company’s independent
auditor, subject to exceptions for de minimis fees related to non-audit services set forth in the applicable rules of the Commission.
Each year, the Audit Committee approves the propsed services, including the nature, type and scope of services to be performed
by the independent auditor during the fiscal year and the related fees. Audit Committee pre-approval is also required for those
engagements that may arise during the course of the year that are outside the scope of the initial services and fees pre-approved
by the Audit Committee.



The services related to Audit-Related Fees,
Tax Fees, and All Other Fees presented in the above table were approved by the Audit Committee pursuant to pre-approval provisions
set forth in the applicable rules of the Commission without resort to a waiver of such pre-approval provisions.





















13







PART IV



ITEM 15. Exhibits and Financial Statement Schedule



(a)       List
of documents filed as part of this report or incorporated herein by reference:





































14







(3)       Exhibits:



EXHIBIT INDEX



|**31.1 |  | Certification of Chief Executive Officer pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a), as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.
|------ |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|**31.2 |  | Certification of Chief Financial Officer pursuant to Securities Exchange Act rules 13a-14(a) and 15d-14(a), as adopted by Section 302 of the Sarbanes-Oxley Act of 2002.










| | ** | Furnished herewith.
| | -- | -------------------













































15









SIGNATURES



Pursuant to the requirements of Section 13
or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|                      | STR HOLDINGS, INC.(Registrant)
|--------------------- | ------------------------------
|                      |                               
|                      |                               
|Dated: April 26, 2019 | By:                           
|                      |                               
|                      |                               





























16