Notification That Annual Report Will Be Submitted Late (nt 10-k)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25

Commission File Number: 001-12711

NOTIFICATION OF LATE FILING

ý Form 10-K	¨ Form 11-K	¨ Form 20-F	¨ Form 10-Q
¨ Form N-SAR

For Period Ended: December 31, 2019

¨ Transition Report on Form 10-K	¨ Transition Report on Form 10-Q
¨ Transition Report on Form 20-F	¨ Transition Report on Form N-SAR

For the Transition Period Ended: _______________________________________

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the item(s) to which the notification relates: _______________________________________

PART I

REGISTRANT INFORMATION

Full name of registrant	DPW Holdings, Inc.
Address of principal executive office	201 Shipyard Way
City, state and zip code	Newport Beach CA 92663

PART II

RULE 12b-25 (b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate.)

	(a)	The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
☒	(b)	The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K or Form 10-Q, or portion thereof will be filed on or before the 15^th calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date; and
	(c)	The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III

NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed within the prescribed time period.

The compilation, dissemination and review of the information required to be presented in the Form 10-K for the fiscal year ended December 31, 2019 has, in light of the impact that COVID-19 has had on the registrant, imposed requirements that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant.

Part IV

Other Information

(1) Name and telephone number of person to contact in regard to this notification

Milton C. Ault III		(949)		444-5464
(Name)		(Area Code)		(Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).

x Yes ¨ No

(3) Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

x Yes ¨ No

If so: attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The registrant’s revenue increased to approximately $21,000,000 for the year ended December 31, 2019, representing an increase of $3,300,000 compared to approximately $17,700,000 for the year ended December 31, 2018. The registrant’s net loss decreased to approximately $28,000,000 for the year ended December 31, 2019, representing a decrease of $5,000,000 compared to approximately $33,000,000 for the year ended December 31, 2018.

The increase in revenue was primarily due our acquisitions of Enertec Systems 2001 Ltd. and I. AM, Inc., both of which were completed in May 2018, offset by decreases in revenue from our cryptocurrency mining operations and on revenue from a related party for the manufacture of the Multiplex Laser Surface Enhancement plasma-laser system. A significant component of the decrease in our net loss was due to interest charges, amortization of debt discount and stock-based compensation. The registrant’s net loss for the years ended December 31, 2019 and 2018, is comprised of non-cash charges of approximately $12,400,000 and $17,300,000, respectively.