Current Report Filing (8-k)
April 14 2020 - 5:16PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________________________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
___________________________________________________________________
Date of Report (Date of earliest event reported): April
14, 2020
DPW HOLDINGS,
INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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201 Shipyard Way, Suite E, Newport Beach,
CA 92663
(Address of principal executive offices)
(Zip Code)
(949) 444-5464
(Registrant's telephone number, including
area code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o 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
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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DPW
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NYSE American
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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 o
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. o
ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
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On April 14, 2020,
(the “Closing Date”), DPW Holdings, Inc., a Delaware corporation (the “Company”) sold and
issued to an investor (i) a convertible promissory note in the principal amount of $100,000 (the “Note”) convertible
into shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”) and (ii) a
five-year warrant (the “Warrant”) to purchase 50% of the number of Conversion Shares (as defined below) issuable
pursuant to the Note, at an exercise price of $1.17 per share (the “Warrant Shares”), subject to the authorization
from the NYSE American.
Description
of Convertible Promissory Note
The principal
amount of the Note, plus any accrued and unpaid interest at a rate of 10% per annum, shall be due and payable on January 12, 2021.
The Note shall be convertible into shares of Common Stock (the “Conversion Shares” and with the Warrant Shares,
the “Issuable Shares”), which amount shall be determined by dividing (x) the amount of the Note to be converted,
multiplied by 1.35, by (y) the closing bid price effective on the date of the notice of conversion, subject to adjustments set
forth in the Note; provided, however, that, subject to the limitations set forth therein, the number of shares of Common Stock
issued for the initial conversion shall not exceed $135,000 divided by a price per share equal to the closing bid price effective
on the date of the notice of conversion for the initial conversion, subject to a floor price of $0.35.
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) 10% plus thirteen percent (13%) per annum
and (ii) the maximum amount permitted by law from the due date thereof until the same is paid, payable in cash upon demand.
Pursuant to the
Note, the holder thereof shall have the right, provided that Rule 144 under the Securities Act of 1933, as amended (the “Securities
Act”), is unavailable for the resale of such Conversion Shares, to include the Conversion Shares as part of any other
registration of securities filed by the Company in a registration statement under Securities Act (“Piggyback Registration
Rights”), including, but not limited to, registration statements relating to secondary offerings of securities of the
Company but excluding, among others, any registration statements on Form S-4 or S-8, or of any employee stock option, stock purchase
or compensation plan or of securities issued or issuable pursuant to any such plan, or a dividend reinvestment plan.
Description of Warrants
The Warrant entitles the Investor to purchase,
in the aggregate, up to 50% of the number of Conversion Shares issuable pursuant to the Note at an exercise price of $1.17 per
share for a period of five years subject to certain beneficial ownership limitations. The Warrant is immediately exercisable once
the Company obtains approval thereof by the NYSE American. The exercise price is subject to adjustment for customary stock splits,
stock dividends, combinations or similar events. The Warrant also includes Piggyback Registration Rights.
The foregoing descriptions of the Note
and the Warrant do not purport to be complete and are qualified in their entirety by reference to their respective forms which
are annexed hereto as Exhibits 4.1 and 4.2, respectively, 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 such exhibits.
Item 3.02 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 Issuable Shares
described in this Current Report on Form 8-K were offered and sold to the Investor in reliance upon exemption from the registration
requirements under Section 4(a)(2) of the Securities Act of 1933 and, as applicable, Rule 506 of Regulation D promulgated thereunder.
Item 9.01 Exhibits and Financial
Statements.
(d) Exhibits:
SIGNATURES
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.
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DPW HOLDINGS, INC.
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Dated: April 14, 2020
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/s/ Milton C. Ault, III
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Milton C. Ault III
Chief Executive Officer
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