AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported): July
(Exact name of registrant as specified in
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
201 Shipyard Way, Newport Beach, CA 92663
(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:
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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).
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.
Item 1.01 Entry into a Material Definitive Agreement.
On July 2, 2019
”), DPW Holdings, Inc., a Delaware corporation (the “
into an Exchange Agreement (the “
”) with a certain institutional investor (the “
pursuant to which, in exchange for that certain Term Promissory Note issued by the Company to the Investor on September 21, 2018
”), the Company sold to the Investor a new convertible promissory note in the principal amount
of $783,031.14 (subject to adjustments pursuant to that certain side letter of even date therewith) with an interest rate of 12%
per annum (the “
”). Subject to the approval by the NYSE American, the New Note shall be convertible
into shares of common stock, par value $0.001 per share (the “
”), commencing on July 15, 2019,
at conversion price equal to the greater of (A) $0.22 or (B) 80% of the lowest daily VWAP in the three Trading Days prior to the
date of conversion (the “
Pursuant to a
registration rights agreement by and between the Company and the Investor (the “
”), the Company shall file
with the Securities and Exchange Commission (the “
”) the initial registration statement on Form S-3 (the
”) under the Securities Act of 1933, as amended (the “
relating to the resale by the Investor of all (or such other number as the SEC will permit) of the Conversion Shares no later
than July 10, 2019.
Description of Convertible Promissory
The New Note
has a principal face amount of $783,031.14 with an interest rate of 12% per annum and a maturity date of December 31, 2019. Commencing
on July 15, 2019, the New Note shall be convertible into such number of shares of Common Stock issuable determined by dividing
the principal amount of the New Note, subject to adjustments as provided in the Exchange Agreement and that certain side letter
agreement made of even date thereof, by the Conversion Price. The New Note contains standard and customary events of default including,
but not limited to, failure to make payments when due under the New Note, failure to comply with certain covenants contained in
the New Note, or bankruptcy or insolvency of the Company.
the occurrence of any Event of Default (as defined in the New Note) that results in the eventual acceleration of the New Note,
the interest rate on the New Note shall accrue at an additional interest rate equal to the lesser of 18.0% per annum or the maximum
rate permitted under applicable law, shall be compounded daily, and shall be due and payable on the first Trading Day of each
calendar month during the continuance of such Event of Default.
Shares were offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 3(a)(9)
under the Securities Act of 1933, as amended.
is only brief description of the material terms of the Exchange Agreement, the New Note and the Registration Rights Agreement,
the forms of which are attached hereto as exhibits to this Current Report on Form 8-K 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 the respective exhibit.
Sales of Equity Securities
contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 3.02.
Item 9.01 Exhibits and Financial
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.
Dated: July 2, 2019
Milton C. Ault, III
Milton C. Ault, III
Chief Executive Officer