DPW Holdings, Inc. (NYSE American: DPW) ("
DPW" or
the "
Company"), a diversified holding company,
announced today that the independent directors of DPW who comprise
the membership of the Compensation Committee (the
“
Committee”) have completed and recommended
approval of the proposed Executive Employment Agreement (the
“
Agreement”) with Milton “Todd”
Ault, III, the Company’s Chairman and CEO. The Board of Directors
subsequently approved the Agreement.
In 2016, before Mr. Ault’s arrival, DPW was on the verge of
being delisted from the NYSE American due to sustained losses and a
shortfall in net equity. Mr. Ault spearheaded the purchase by
Philou Ventures, LLC which invested $1,500,000 to buy a significant
interest in the Company and which subsequently invested another
$1,250,000.
During his relatively brief tenure with the Company, Mr. Ault
has caused DPW to take a number of steps, including the completion
of several significant strategic acquisitions, resulting in the
following accomplishments:
•
Increased market capitalization by an order of
magnitude;•
On target to increase annual revenues six-fold;•
Improved DPW Holdings Stockholders
Equity ("Net Equity") six-fold;•
Secured a $50 million purchase order from MTIX;
and•
Saved the NYSE American Listing
The Company acknowledges that these initiatives have been
neither easy nor inexpensive to accomplish but were necessary to
maintain the Company’s eligibility for continued listing on the
NYSE American and to sustain its ability to achieve its long-term
objectives. Going forward, DPW expects there to be additional
financings and acquisitions but that these will occur at a more
measured pace. As the business grows, the Company will continue to
focus on aggressive top line growth but will also recognize the
need to strive for other measures of financial health including
ROI, net income and positive cash flow.
The vast majority of Mr. Ault’s future equity awards will not be
earned through the mere passage of time, but only upon approval of
the Agreement by the Company’s stockholders and DPW’s achievement
of these significant financial targets:
•
35% year over year revenue
growth;•
GAAP net income of 5% of revenues;
and•
Positive cash flow
Upon meeting or exceeding these targets, and if there is an
increase in the net market capitalization of DPW, Mr. Ault will
receive an award of common shares calculated as a percentage of
that increase. Net market capitalization is defined as shares
outstanding times the closing market price, minus any equity
financings during the target year. See the Company’s Current report
on Form 8-K for a more complete description of the Agreement.
As he has envisioned, Mr. Ault is transitioning the Company from
a small entity operating in the power supply market to a holding
company with a diverse portfolio of productive assets including
cryptocurrency mining, hospitality, aerospace/defense, medical and
commercial electronics development and manufacturing, high-tech
original equipment manufacturing, consumer self-service financial
services and small business commercial lending, with more to
come.
The members of the Committee have spent many months researching
best practices for executive compensation, reviewing plans at
similar public companies, studying independent consultants’
reports, conducting interviews with stockholders and holding many
internal meetings, most of which Mr. Ault did not attend. The
Committee firmly believes that Mr. Ault, who is already a
significant stockholder by virtue of having invested considerable
personal resources in the Company and who not only expects to
contribute additional capital to the Company over time but devotes
virtually all his time and energy to executing his strategy of
long-term shareholder value creation, will have his interests
completely aligned with all stockholders. The Board of Directors
fully supports and agrees with the recommendation of the Committee
and has therefore approved the Agreement; as a result, the
Agreement is presently in full force excepting only its equity
compensation provisions, which will take effect if and when
approved by the Company’s stockholders, which approval will be
sought at the Company’s next annual meeting.
ABOUT DPW HOLDINGS, INC.Headquartered in
Newport Beach, CA, DPW Holdings, Inc., (www.DPWHoldings.com), is a
diversified holding company with 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.
DPW, through its wholly-owned subsidiary, Coolisys Technologies,
Inc., is dedicated to providing world-class technology-based
solutions for critical applications and lifesaving services, in
which innovation is the main driver. Coolisys serves the defense,
aerospace, naval, homeland security, medical, telecom, datacom, and
industrial markets. Its growth strategy targets core markets that
are characterized by “high barriers to entry” and that require
specialized products and services that are not likely to be
commoditized. Through its portfolio companies, Coolisys develops
and manufactures cutting-edge switching power products and power
solutions utilizing its customized digital power management and
resonant topology to achieve the highest efficiency and highest
density power converters and inverters; specialized complex
airborne high-frequency, radio frequency (RF), and microwave
detector-log video amplifiers (DLVA); very high-frequency filters;
and naval power conversion and distribution equipment. Coolisys
provides its technology and services through its three primary
groups: the Power Solutions Group (PSG); the Defense and Aerospace
Solutions Group (DSG); and the Advanced Service Industries (ASI)
Group. Coolisys manages five divisions, including Digital Power
Corporation, www.DigiPwr.com, a leading provider of power
electronics technology based in Northern California; 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
electronics technology based in Shelton, CT; Power-Plus Technical
Distributors, www.Power-Plus.com, a value-added distributor based
in Sonora, CA; and Enertec Systems, www.Enertec.co.il, a developer
and manufacturer of specialized advanced electronic systems for the
defense and aerospace sectors based in Karmiel, Israel.
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 ##60DBO-77905 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 divisions, Super Crypto Power,
www.SuperCryptoPower.com and Super Miner, www.SuperMiner.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, CA 92663;
www.DPWHoldings.com. For Investor inquiries: IR@DPWHoldings.com or
1-888-753-2235. News Source: Digital Power Lending, LLC
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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