DPW Holdings Announces One-for-Forty Reverse Stock Split
July 25 2019 - 4:05PM
Business Wire
DPW Holdings, Inc. (NYSE American: DPW) a diversified holding
company (“DPW” or the “Company”) announced that its
Board of Directors has approved a one-for-forty reverse stock split
of its Class A common stock (“Common Stock”) that will be
effective in the State of Delaware on August 5, 2019. Beginning
with the opening of trading on August 6, 2019, the Company’s Common
Stock will trade on the NYSE American on a split-adjusted basis
under a new CUSIP number, 26140E 600.
At the Company’s Reconvened 2019 Annual Meeting of Stockholders
held at 12:00 pm Eastern Time on July 19, 2019, the Company’s
stockholders approved a proposal authorizing the Company’s Board of
Directors to effect a reverse stock split by a whole number ratio
of not less than one-for-five and not more than one-for-forty at
any time prior to July 1, 2020, with the exact ratio to be set at a
whole number within this range as determined by the Board of
Directors in its sole discretion. The Company reported that
20,013,890 favorable votes were cast, representing nearly 53% of
the Company’s outstanding shares eligible to vote as of the record
date.
With approval by the Board of Directors, the Company will file a
certificate of amendment to the Company’s Certificate of
Incorporation, effectuating the one-for-forty reverse stock split,
with the Secretary of State of the State of Delaware on August 5,
2019.
The reverse stock split affects all issued and outstanding
shares of the Company’s Common Stock, as well as the number of
shares of Common Stock available for issuance under the Company’s
equity incentive plans. In addition, the reverse stock split
reduces the number of shares of Common Stock issuable upon the
exercise of stock options or warrants outstanding immediately prior
to the reverse split. The par value of the Company’s Common Stock
will remain unchanged at $0.001 per share after the reverse stock
split. The reverse stock split affects all stockholders uniformly
and will not alter any stockholder’s percentage interest in the
Company’s equity, except to the extent that the reverse stock split
results in some stockholders owning a fractional share as described
below.
The reverse stock split will reduce the number of shares of
Common Stock issued and outstanding from approximately 42,621,478
to approximately 1,065,537. The authorized number of shares of
Common Stock will remain at 500 million.
No fractional shares will be issued in connection with the
reverse split. Stockholders who would otherwise be entitled to
receive a fractional share will instead receive a cash payment.
Computershare Trust Company, N.A. (“Computershare”), is
acting as the exchange agent and transfer agent for the reverse
stock split. Computershare will provide instructions to
stockholders with physical certificates regarding the optional
process for exchanging their pre-split stock certificates for
post-split stock certificates and receiving payment for any
fractional shares. Additional information regarding the reverse
stock split can be found in the Company’s Definitive Proxy
Statement filed with the Securities and Exchange Commission on June
7, 2019.
About DPW Holdings, Inc.
DPW Holdings, Inc. is a diversified holding company pursuing
growth by acquiring undervalued businesses and disruptive
technologies that hold global potential. Through its wholly owned
subsidiaries and strategic investments, the Company provides
mission-critical products that support a diverse range of
industries, including defense/aerospace, industrial,
telecommunications, medical, crypto-mining, and textiles. In
addition, the Company owns a select portfolio of commercial
hospitality properties and extends credit to select entrepreneurial
businesses through a licensed lending subsidiary. DPW’s
headquarters are located at 201 Shipyard Way, Suite E, Newport
Beach, CA 92663; www.DPWHoldings.com.
Additional Information and Where to
Find It
The Company has filed a definitive proxy statement on Schedule
14A and associated proxy card (the “Proxy Statement”) with
the U.S. Securities and Exchange Commission (the “SEC”),
which was filed on June 7, 2019. The Company, its directors, its
executive officers and certain other individuals set forth in the
definitive proxy statement will be deemed participants in the
solicitation of proxies from stockholders in respect of the Annual
Meeting. Information regarding the names of the Company’s directors
and executive officers and certain other individuals and their
respective interests in the Company by security holdings or
otherwise is set forth in the Proxy Statement. BEFORE MAKING ANY
VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ ALL
RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING
THE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO AND ACCOMPANYING
PROXY CARD. The Proxy Statement and a form of proxy have been
mailed to stockholders of the Company. Investors and stockholders
can obtain a copy of the documents filed by the Company with the
SEC, including the Proxy Statement, free of charge by visiting the
SEC’s website, www.sec.gov.
Forward-Looking
Statements
This press 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. 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 SEC 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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