DPW Holdings, Inc. (NYSE American: DPW) ("
DPW" or
the "
Company"), today announced that it has
entered into definitive agreements for the sale of $6 million of
its common stock and warrants in a registered direct offering to
new and existing institutional and accredited shareholders of the
Company. Pursuant to the Securities Purchase Agreement entered into
with the investors, the Company will issue, in the aggregate,
7,691,775 shares of Common Stock at a purchase price of $0.78 per
share. Investors will also receive five-year warrants to purchase
shares of Common Stock at an exercise price of $0.94 per share, of
which warrants to purchase up to 1,922,944 shares shall be
immediately exercisable and the balance of such warrants will not
be exercisable until the 6-month anniversary of the closing date.
The closing of the sale of the securities is expected to take place
on or about May 17, 2018, subject to the satisfaction of customary
closing conditions.
“This capital raise is strategic, providing both working capital
and funding to execute our growth strategies including completing
the acquisition of Enertec Systems.” said Milton “Todd” Ault, III,
the Company’s CEO and Chairman.
The shares of Common Stock and such shares underlying the
warrants are issuable pursuant to the Company’s registration
statement filed with the Securities and Exchange Commission (File
No. 333-222132), which became effective on January 11, 2018.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy, nor will there be any sales of
these securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock will
be filed by the Company with the SEC. When available, copies
of the prospectus supplement, together with the accompanying
prospectus, can be obtained at the SEC’s website at
www.sec.gov.
The Company urges stockholders and others to read the current
report on Form 8-K that will be issued later today regarding the
transaction as provided at www.DPWHoldings.com and at
www.sec.gov.
ABOUT DPW HOLDINGS, INC.Headquartered in
Newport Beach, CA, DPW Holdings, Inc., (www.DPWHoldings.com), is a
diversified holding company a growth strategy of acquiring
undervalued assets, disruptive technologies, sustainable solutions,
and exciting ventures for incubation and development to their full
potential for long-term growth and investor returns.
The Company through its wholly-owned subsidiary, Coolisys
Technologies, Inc., is dedicated to providing world-class
technology-based solutions for where innovation is the main driver
for mission-critical applications and lifesaving services. Coolisys
serves the defense, aerospace, naval, homeland security, medical,
telecom, datacom, and industrial markets. Coolisys’ growth strategy
targets core markets that are characterized by “high barriers to
entry” and require specialized products and services that are not
likely to be commoditized. Coolisys through its portfolio companies
develops and manufactures cutting-edge products and power solutions
utilizing its customized digital power management and resonant
topology to achieve the highest efficient and highest density power
converters and inverters, specialized complex airborne
high-frequency, radio frequency (RF), and microwave detector-log
video amplifiers (DVLA), very high-frequency filters and naval
power conversion and distribution equipment. Coolisys manages four
entities including Digital Power Corporation, www.DigiPwr.com, a
leading manufacturer of power electronics and technology based in
Northern California, 1-877-634-0982; Digital Power Limited dba
Gresham Power Ltd., www.GreshamPower.com, a designer and
manufacturer of power distribution systems primarily for Naval use
based in Salisbury, UK.; Microphase Corporation,
www.MicroPhase.com, a designer and manufacturer of microwave
electronic technology with its headquarters based in Shelton, CT,
1-203-866-8000; and Power-Plus Technical Distributors,
www.Power-Plus.com, a value-added wholesale distributor based in
Sonora, CA, 1-800-963-0066.
Digital Power Lending, LLC, www.DigitalPowerLending.com, a
wholly owned subsidiary of the Company, is based in Fremont, CA,
and is a California private lending company operating under
Financial Lender’s License #60-DBO77905 dedicated to strategically
providing capital to small and middle size businesses for an equity
interest in addition to loan fees and interest. Super Crypto
Mining, Inc. www.SuperCryptoMining.com is a wholly-owned subsidiary
of the Company, is based in Fremont CA that leverages its
engineering expertise and existing locations to create crypto
currency mining facilities across the globe. Super Crypto Mining,
Inc. operates the branded division, Super Crypto Power,
www.SuperCryptoPower.com. Excelo, LLC, www.Excelo.com, a
wholly-owned subsidiary of the Company, is a national search firm
specializing in fulfilling strategic executive, professional and
hi-tech placements for businesses delivering world-class services.
DPW Holdings, Inc.’s headquarters is located at 201 Shipyard Way,
Suite E, Newport Beach, CA 92663; 1-877-634-0982. For Investor
inquiries: IR@DPWHoldings.com or 1-888-753-2235.
Forward-Looking StatementsThe foregoing release
contains “forward looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended, including statements regarding the acquisition and the
ability to consummate the acquisition. These forward-looking
statements generally include statements that are predictive in
nature and depend upon or refer to future events or conditions, and
include words such as “believes,” “plans,” “anticipates,”
“projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,”
“potential,” or similar expressions. Statements that are not
historical facts are forward-looking statements. Forward-looking
statements are based on current beliefs and assumptions that are
subject to risks and uncertainties. Forward-looking statements
speak only as of the date they are made, and the Company undertakes
no obligation to update any of them publicly in light of new
information or future events. Actual results could differ
materially from those contained in any forward-looking statement as
a result of various factors. More information, including
potential risk factors, that could affect the Company’s business
and financial results are included in the Company’s filings with
the U.S. Securities and Exchange Commission, including, but not
limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are
available at www.sec.gov and on the Company’s website at
www.DPWHoldings.com.
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