SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): May
DPW HOLDINGS, INC.
(Exact name of registrant as specified in
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification
201 Shipyard Way, Suite E, Newport Beach,
(Address of principal executive offices)
(Registrant's telephone number, including
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))
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, $0.001 par value
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.
No. 1 on Form 8-K (the “
Amended Current Report
”) amends the Current Report on Form 8-K of DPW Holdings, Inc.
”) originally filed with the Securities and Exchange Commission on May 20, 2019 (the “
”). Its sole purpose is to correct a typographical error the Prior Filing and to replace the form of warrant which
is attached as Exhibits 4.2 to the Prior Filing with the respective corrected version which is attached hereto as Exhibit 4.2.
the foregoing, this Amended Current Report speaks as of the original date of the Prior Filing, does not reflect events that may
have occurred subsequent to the date of the Prior Filing and does not modify or update in any way disclosures made in the Prior
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 20, 2019 (the “
”), DPW Holdings, Inc., a Delaware corporation (the “
”), entered into a Securities Purchase
Agreement dated May 13, 2019, and executed on May 14, 2019 (the “
”), with an institutional investor
”) to sell, for a purchase price of $500,000, a 4% Original Issue Discount Convertible Promissory
Note with an aggregate principal face amount of $660,000 (the “
”), and a warrant to purchase an aggregate
of 500,000 shares, subject to adjustment (the “
”), of the Company’s common stock, par value
$0.001 per share (the “
”). As described further below, the principal of the Note and interest earned
thereon may be converted into shares of Common Stock (the “
,” and with the Warrant Shares,
”). The Note is convertible into Conversion Shares at $0.22 per share, subject to adjustment. The
exercise price of the Warrant is $0.30 per share, subject to adjustment. The issuance of the Shares is subject to approval by
the NYSE American. In addition, the Chief Executive Officer of the Company agreed to guarantee and act as surety for the Company’s
obligation to repay the Note pursuant to a Personal Guarantee (the “
Description of the 4% Original Issue
Discount Convertible Promissory Note
The Note is in the aggregate principal amount of
$660,000 and was sold for $500,000. The Note bears simple interest at 4% on the principal amount, which principal and interest
are due five (5) years from the date of issuance. Subject to certain beneficial ownership limitations, at any time on or after
July 15, 2019, the Investor may convert the principal amount of the Note and accrued interest earned thereon at any time into
Conversion Shares at $0.22 per share. The conversion price of the Note is subject to adjustment for customary stock splits, stock
dividends, combinations or similar events.
The Note contains standard and customary
events of default including, but not limited to, failure to make payments when due under the Note, failure to comply with certain
covenants contained in the Note, or bankruptcy or insolvency of the Company. Any principal or interest on the Note which is not
paid when due shall bear interest at the rate of the lesser of (i) fifteen percent (15%) per annum and (ii) the maximum amount
permitted by law from the due date thereof until the same is paid.
At the option of the Company with not less
than ten (10) days prior written notice to the Investor (the “
”), the Company may prepay the outstanding
Note (principal and accrued interest), in full, in accordance with the terms thereof. If the Company exercises its right to prepay
the Note, the Company shall make payment to the Investor of an amount in cash equal to the Multiple (as hereinafter defined), multiplied
by the sum of: (a) the then outstanding principal of the Note, plus (b) accrued and unpaid interest on the unpaid principal of
the Note to the date fixed for prepayment, plus (c) if applicable, Default Interest, if any, on the amounts referred to in clauses
(a) and (b), plus (d) any amounts owed to the Investor pursuant to the Note. For purposes hereof, “
means: (i) 105% if the Notice is delivered within one year of the issuance of the Note; (ii) 110% if the Notice is delivered between
one (1) year and the second anniversary of the issuance of the Note; (iii) 115% if the Notice is delivered between two (2) years
and the third anniversary of the issuance of the Note; and (iv) 120% if the Notice is delivered at any time thereafter.
Description of Warrants
The Warrant entitles the Investor to
purchase, in the aggregate, up to 500,000 Warrant Shares at an exercise price of $0.30 per share for a period of five years subject
to certain beneficial ownership limitations. The Warrant is exercisable after July 15, 2019. The exercise price of $0.30 is subject
to adjustment for customary stock splits, stock dividends, combinations or similar events. The Warrant may be exercised for cash
or on a cashless basis.
The foregoing are only brief descriptions
of the material terms of the Agreement, the Note, the Warrant and the Guarantee, the forms of which are attached hereto as Exhibits
4.1, 4.2, 10.1 and 10.2, and are incorporated herein by reference. The foregoing does not purport to be a complete description
of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to
UNREGISTERED SALES OF EQUITY SECURITIES
The information contained in Item 1.01
of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02. The Note and the Warrant described in
this Current Report on Form 8-K were offered and sold in reliance upon exemption from the registration requirements under Section
4(a)(2) under the Securities Act of 1933 and the Shares will, if issued, be offered and sold under Rule 506 of Regulation D promulgated
Financial Statements and Exhibits.
The exhibits listed in the following Exhibit Index are
filed as part of this Current Report on Form 8-K.
* Incorporated by reference to the Current Report on Form
8-K filed by the registrant on May 20, 2019.
** Filed herewith
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.
DPW HOLDINGS, INC.
a Delaware corporation
Dated: June 27, 2019
/s/ Henry Nisser
General Counsel and Executive Vice President
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