DPW Ault Global Holdings Inc

Item 1.01 Entry into a Material Definitive Agreement.

Acquisition of Enertec Management Ltd.

 

As previously reported in a Current Report on Form 8-K filed by DPW Holdings, Inc. (the “ Company ”) on January 2, 2018, Coolisys Technologies Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Coolisys ”), entered into a Share Purchase Agreement dated December 31, 2017 (the “ Enertec   Agreement ”) with Micronet Enertec Technologies, Inc., a Delaware corporation (“ MICT ”), Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“ EML ” and, together with MICT, the “ Seller Parties ”), and Enertec Systems 2001 Ltd., an Israeli corporation and wholly owned subsidiary of EML (“ Enertec ”).  On May 23, 2018, as previously reported in a Current Report on Form 8-K filed by the Company on May 23, 2018, Coolisys acquired Enertec subject to the terms and conditions set forth in the Enertec Agreement (the “ Acquisition ”) for an aggregate purchase price of $5,250,000, which includes a deduction of (i) a closing debt of $288,439 in excess of the Allowed Company Debt to be assumed by the Company (as defined in the Enertec Agreement) of $4,000,000 and (ii) $189,041 in Intercompany Accounts (as defined in the Enertec Agreement) for a total cash payment of $4,772,520.

At the closing of the Acquisition (the “ Closing ”), the Company, Coolisys, Enertec, MICT and David Lucatz, Chairman, President and Chief Executive Officer of MICT, entered into a three year consulting agreement (the “ Consulting Agreement ”) pursuant to which MICT, through Mr. Lucatz, shall provide certain services to Enertec in consideration of (i) an annual fee of $150,000 and (ii) an aggregate of 150,000 restricted shares of the Company’s Class A common stock (the “ Restricted Shares ”), of which 50,000 vests one day following the Closing (the “ Grant Date ”), 50,000 vests one year following the Grant Date, and 50,000 vests two years following the Grant Date.  The issuance of the restricted shares is subject to the approval of the NYSE American.

The foregoing descriptions of the Enertec Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Enertec Agreement and the form of Consulting Agreement which are annexed hereto as Exhibits 2.1 and 10.1 , respectively, to this Current Report on Form 8-K and are incorporated herein by reference.  The Enertec Agreement has been included to provide investors and stockholders with information regarding its terms.  It is not intended to provide any other factual information about the Company, Coolisys, Enertec, EML or MICT.  The Enertec Agreement contains representations and warranties that the parties to the Enertec Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Enertec Agreement.  Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Agreement (or such other date as specified therein) and are modified in important part by the underlying disclosure schedules.