Current Report Filing (8-k)
October 16 2018 - 6:02AM
Edgar (US Regulatory)
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 15, 2018
DPW HOLDINGS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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201 Shipyard Way, Newport Beach
CA 92663
(Address of principal executive
offices) (Zip Code)
(949) 444-5464
(Registrant's telephone number, including
area code)
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:
☐ 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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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On October 15, 2018, DPW Holdings
Inc. (the “
Company
”) entered into an At-The-Market Issuance Sales Agreement (the “
Sales Agreement
”)
with Wilson-Davis & Co., Inc., as sales agent (the “
Agent
”) to sell shares of its common stock, par value
$0.001 (the “
Common Stock
”), having an aggregate offering price of up to $25,000,000 (the “
Shares
”)
from time to time, through an “at the market offering” program (the “
ATM Offering
”).
The offer and sale of the Shares
will be made pursuant to the Company’s effective “shelf” registration statement on Form S-3 and an accompanying
base prospectus contained therein (Registration Statement No. 333-222132) filed with the Securities and Exchange Commission
(the “
SEC
”) on December 18, 2017, amended on January 8, 2018, and declared effective by the SEC on January 11,
2018, and a prospectus supplement related to the ATM Offering, dated October 15, 2018.
This Current Report on Form 8-K
shall not constitute an offer to sell or the solicitation of any offer to buy the Shares, nor shall there be any offer, solicitation
or sale of the Shares in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of such state.
Subject to the terms and conditions
of the Sales Agreement, the Agent will use its commercially reasonable efforts to sell the Shares, based upon the Company’s
instructions, consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations
and rules of the NYSE American. The Company will set the parameters for sales of the Shares, including the number of Shares to
be sold, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in
one trading day, and any minimum price below which sales may not be made. Under the Sales Agreement, the Agent may sell the Shares
by any method permitted by law deemed to be an “at the market offering,” as defined in Rule 415 of the Securities Act
of 1933, as amended (the “
Securities Act
”). The Company or the Agent may, upon written notice to the other party
in accordance with the terms of the Sales Agreement, suspend offers and sales of the Shares. The Company and the Agent each have
the right, in its sole discretion, to terminate the Sales Agreement at any time upon prior written notice pursuant to the terms
and subject to the conditions set forth in the Sales Agreement.
The Company will pay the Agent a
commission in an amount equal to 4.0% of the gross proceeds from each sale of the Shares sold through it as sales agent under the
Sales Agreement. In addition, the Company has agreed to reimburse the Agent for certain expenses it incurs in the performance of
its obligations under the Sales Agreement up to a maximum of $40,000. The Company has also agreed pursuant to the Sales Agreement
to indemnify and provide contribution to the Agent against certain liabilities, including liabilities under the Securities Act.
The foregoing description of the
terms of the Sales Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to,
the Sales Agreement, which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.
The legal opinion of Sichenzia Ross
Ference LLP, counsel to the Company, relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.
Item 9.01 Exhibits and Financial
Statements.
(d) Exhibits:
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.
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DPW HOLDINGS, INC.
a Delaware corporation
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Dated: October 15, 2018
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/s/ Milton C. Ault III
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Milton C. Ault III
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Chief Executive Officer
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