DPW Holdings, Inc. (NYSE American: DPW), a diversified holding
company (“
DPW,” or the
“
Company”), is providing an update relating to the
impact that the coronavirus disease (“
COVID-19”)
is having on its business.
Updates by business unit are as follows:
- DPW Holdings’ corporate headquarters, located in Newport Beach,
CA, is closed and the headquarters staff is working remotely, based
on the occupancy and social distancing orders from the State of
California. The headquarters staff has tested the secure remote
access systems and technology infrastructure to adjust working
arrangements for its employees and believes it has adequate
internal communications system and will remain operational with a
remote staff.
- Coolisys Technologies Corp. (“Coolisys”),
located in Fremont, CA, has temporarily suspended operations as a
result of the Alameda County Public Health Department’s order to
cease all activities at facilities located within the County as
well as the occupancy and social distancing orders from the State
of California. While the Fremont, CA facility is temporarily
closed, Coolisys has been able to fulfill many orders through
direct shipments from Coolisys’ third-party manufacturing partners.
Last week, Coolisys received an increase to an existing order of
approximately $680,000 that can be fulfilled through direct
shipments from a manufacturing partner.
- The I.AM Prep Kitchen restaurants, located in San Diego, CA,
have temporarily suspended operations to protect the health and
safety of their customers, employees and the communities they
serve.
- Microphase Corporation, located in Shelton, CT, has developed
an emergency plan to ensure that its mission critical manufacturing
and logistical functions are up and running. Microphase is part of
the defense industry base that is identified as a critical
infrastructure sector by the U.S. Department of Homeland Security,
and as such, has a special responsibility to maintain its normal
work schedule. Microphase has implemented additional steps to
ensure a higher level of cleanliness in its facility. Employees at
greater risk of major health issues from COVID-19 are not required
to work on site. The crisis management team meets regularly to
monitor the situation, and modifies and communicates the plan as
the need arises.
- Gresham Power Electronics Limited, located in Salisbury, UK,
temporarily suspended operations on Thursday, March 19,
2020.
- Enertec Systems 2001 Ltd., located in Karmiel, Israel, has been
granted a waiver by the Israeli government to remain open to
complete key projects that impact national security. Approximately
50% of the Enertec workforce is working remotely.
- Digital Farms’ cryptocurrency mining operations have been
suspended indefinitely, primarily due to the sharp decline in the
market price for Bitcoin (BTC).
Delay in Filing Annual Report on Form
10-K
As announced on March 26, 2020, the Company will
delay the filing of its 2019 Annual Report on Form 10-K, which was
originally due on March 30, 2020. The impact of the current
outbreak of COVID-19 has presented significant challenges and undue
hardship and expense for the Company to file on a timely basis. The
Company has elected to rely on the order recently issued by the
U.S. Securities and Exchange Commission (“SEC”) on March 4, 2020
providing conditional relief to public companies that are unable to
timely comply with their filing obligations as a result of
COVID-19.
The Company’ operations are located in Alameda
County, CA, Orange County, CA, Fairfield County, CT, the United
Kingdom, Israel and members of our senior management work in
Seattle, WA and New York, NY, which is also the location of the
offices of the Company’s independent auditor. The Company has been
following the recommendations of local health authorities to
minimize exposure risk for its employees for the past several
weeks, including the temporary closures of its offices and having
employees work remotely to the extent possible, which has to an
extent adversely affected their efficiency. As a result, the
Company’s books and records were not easily accessible, resulting
in delays in preparation and completion of its financial
statements. Further, the various governmental mandatory closures of
businesses in these locations have precluded the Company’s
personnel, particularly its senior accounting staff, from obtaining
access to its subsidiaries’ books and records necessary to prepare
the Company’s financial statements that, once audited, comprise the
essence of the Annual Report. As such, the Company will be relying
upon the 45-day grace period provided by the SEC’s Order to delay
filing of its Annual Report. The Company will file its Annual
Report by no later than May 14, 2020, 45 days after the original
due date of its Annual Report.
Changes to Special Meeting of
Stockholders
As announced on March 27, 2020, due to the
emerging public health impact of the coronavirus (COVID-19)
pandemic, the location of DPW’s special meeting of stockholders
that was originally scheduled to be held on Tuesday, March 31, 2020
at 9:00 a.m. PT at the Hyatt Regency Hotel Newport Beach, located
at 1107 Jamboree Road, Newport Beach, CA 92660 has been changed and
will be held in a virtual meeting format only on April 30, 2020 at
9:00 a.m. PT.
DPW’s CEO and Chairman, Milton “Todd” Ault, III
said, “The health, safety and well-being of our employees and
customers remain our top priority as the impact of COVID-19
continues to rapidly evolve. We are closely monitoring the
situation and following all guidance from the CDC and federal,
state and local authorities, and we continue to take measures to
ensure our team and customers are safe. We recognize the efforts of
our defense teams at Microphase and Enertec that continue to work
during these challenging times to provide products that are
essential for the national security of both the United States and
Israel.”
For more information on DPW Holdings and its
subsidiaries, the Company recommends that stockholders, investors
and any other interested parties read the Company’s public filings
and press releases available under the Investor Relations section
at www.DPWHoldings.com or available at www.sec.gov.
About DPW Holdings, Inc.
DPW Holdings, Inc. is a diversified holding
company pursuing growth by acquiring undervalued businesses and
disruptive technologies with a global impact. Through its wholly
and majority-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.
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 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.
Contacts:
IR@DPWHoldings.com or 1-888-753-2235
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