Current Report Filing (8-k)
July 17 2020 - 6:01AM
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): July
17, 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, 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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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 ¨
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. ¨
Item 2.03 Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Between February 27, 2020 and May 27, 2020,
DPW Holdings, Inc., a Delaware corporation (the “Company”) issued to an institutional investor (the “Investor”)
unsecured Promissory Notes (the “Notes,” and each, a “Note”) in the aggregate principal face
amount of $875,000, with an interest rate of 12%. Each Note has a term of ninety (90) days. Each such Note is identical but for
its date and principal amount. Each Note contains standard and customary events of default including, but not limited to, failure
to make payments when due under the Note, failure to comply with certain covenants contained in the Note, or bankruptcy or insolvency
of the Company. After the occurrence of any Event of Default that results in the eventual acceleration of the Note, interest payable
on the outstanding principal of the Note shall bear interest at the then applicable interest rate set forth therein plus thirteen
percent (13%) per annum or the maximum rate permitted under applicable law.
The issuance dates and amount of each Note
is set forth below:
Date of Note
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Amount of Note
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February 27, 2020
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$
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300,000
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March 9, 2020
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$
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150,000
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April 6, 2020
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$
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225,000
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April 21, 2020
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$
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100,000
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May 27, 2020
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$
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100,000
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Sub Total:
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$
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875,000
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The Company reported
the issuance of the $450,00 in Notes issued during its first fiscal quarter in Note 17 of its Form 10-Q filed on July 6, 2020 for
the fiscal period ended on March 31, 2020.
The Company reported
the issuance of the $425,000 in Notes issued during its second fiscal quarter in Note 25 of its Form 10-Q filed on July 6, 2020
for the fiscal period ended on March 31, 2020.
Item 3.02 Unregistered
Sales of Equity Securities
In connection with the issuance of the
Notes, the Company delivered to the Investor warrants (the “Warrants,” and each, a “Warrant”)
to purchase an aggregate of 890,103 shares of the Company’s common stock at the respective exercise prices set forth below.
None of the Warrants shall have been deemed “issued” until the Company shall have obtained the approval of the NYSE
American (the “Exchange Approval”). Prior to obtaining Exchange Approval, the Company was required to obtain
its stockholders’ approval for such issuance, which was obtained on July 8, 2020. The Warrants carry a term of five years,
and provide the Investor with piggyback registration rights. The exercise price is subject to adjustment for customary stock splits,
stock dividends, combinations or similar events.
The number of Warrants granted to the Investor
was determined, for each Note, by dividing its principal amount by the Closing Bid Price of the Common Stock on the date the corresponding
Note was issued. Each Warrant’s exercise price was determined by multiplying the Closing Bid Price of the Common Stock on
the date of the Note by 1.10.
Accordingly, the determination of the number
of Warrants that were issued upon the Company’s receipt of Exchange Approval and their respective exercise price is set forth
below:
Date of Note
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Warrant Shares
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Exercise Price
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February 27, 2020
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277,778
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$
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1.19
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March 9, 2020
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144,928
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$
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1.14
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April 6, 2020
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281,250
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$
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0.88
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April 21, 2020
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90,909
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$
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1.21
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May 27, 2020
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95,238
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$
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1.16
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Total:
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890,103
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The volume weighted average exercise price
of the Warrants is $1.08.
The Company reported the intended delivery
of Warrants exercisable for an aggregate of 422,706 shares of Common Stock in Notes 13 and 17 of its Form 10-Q filed on July 6,
2020 for the fiscal period ended on March 31, 2020.
The Company reported the intended delivery
of Warrants exercisable for an aggregate of 467,397 shares of Common Stock in Note 25 of its Form 10-Q filed on July 6, 2020 for
the fiscal period ended on March 31, 2020.
The Company obtained Exchange Approval
on July 16, 2020.
The foregoing
descriptions of the Notes and the Warrants do not purport to be complete and are qualified in their entirety by reference to their
respective forms which are annexed hereto as Exhibit 4.1 and Exhibit 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.
The Warrants 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, as amended.
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: July 17, 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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