Current Report Filing (8-k)
July 17 2020 - 4:56PM
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
|
|
001-12711
|
|
94-1721931
|
(State or other jurisdiction of
incorporation or organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer Identification No.)
|
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
|
|
Trading
Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, $0.001 par value
|
|
DPW
|
|
NYSE American
|
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 7.01
|
REGULATION FD DISCLOSURE
|
On July 17, 2020, DPW Holdings, Inc., a
Delaware corporation (the “Company”), issued a press release announcing a final order (the “Final Order”)
issued on July 16, 2020, by the United States District Court in the Central District of California (the “Court”),
which approved a Motion for Final Approval of Settlement with respect to the derivative litigation captioned Ethan Young and
Greg Young, Derivatively on Behalf of Nominal Defendant, DPW Holdings, Inc. v. Milton C. Ault, III, Amos Kohn, William B. Horne,
Jeff Bentz, Mordechai Rosenberg, Robert O. Smith, and Kristine Ault and DPW Holdings, Inc., as the nominal defendant (Case
No. 18-cv-6587) (the “Derivative Action”). On July 16, 2020, the Court entered a Judgment based upon the Final
Order (the “Judgement”).
A copy of the press release is furnished
herewith as Exhibit 99.1 and is incorporated by reference herein. Copies of the Final Order and Judgement
are furnished herewith as Exhibit 99.2 and Exhibit 99.3, respectively, and are incorporated
by reference herein.
In accordance with General Instruction
B.2 of Form 8-K, the information under this item, Exhibit 99.1, Exhibit 99.2, and Exhibit 99.3
shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall such information
be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set
forth by specific reference in such a filing. This report will not be deemed an admission as to the materiality of any information
required to be disclosed solely to satisfy the requirements of Regulation FD.
The Securities and Exchange Commission
encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of
a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements,
which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form
8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such
as “expects,” “should,” “will,” and similar words or phrases. These statements are subject
to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of
this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information
presented within.
Settlement of Derivative Litigation
As previously reported in the Current Report
on Form 8-K filed by the Company on April 20, 2020, the Court issued a preliminary order on April 15, 2020 (the “Preliminary
Order”) approving a Motion for Preliminary Approval of Settlement in the Derivative Action filed on July 31, 2018. The
Preliminary Order approved a definitive settlement agreement dated February 24, 2020, that was intended to settle the Derivative
Action (the “Settlement Agreement”). The Derivative Action is more fully described in the Company’s Quarterly
Report on Form 10-Q for the period ended March 31, 2020.
Order Approving a Motion for Final
Approval of Settlement in the Derivative Action
On July 16, 2020, the Court issued the
Final Order approving a Motion for Final Approval of Settlement in the Derivative Action. In connection thereto, Court entered
a Judgment based upon the Final Order.
Under the terms of the Final Order approving
the Settlement Agreement, the Company’s Board of Directors (the “Board”) will implement certain reforms
to the Company’s bylaws, committee charters, corporate governance policies, and the composition of the Board, including the
resignation of a current director and the appointment of two new independent directors (collectively, the “Reforms”),
one of whom has been appointed to the Board. In addition, the parties have agreed upon a payment of attorneys’ fees in the
amount of $600,000 payable by the Company’s Director & Officer liability insurance.
The Settlement Agreement contains no admission
of wrongdoing. The Company has always maintained and continues to believe that neither it nor any of its directors engaged in any
wrongdoing or otherwise committed any violation of federal or state securities laws or other laws.
In its Final Order, the Court noted that
the Company had complied with its filing requirements as set forth in the Preliminary Order and that no stockholder had objected
to the Settlement Agreement as of the date of its issuance and further found that the Settlement Agreement was “fundamentally
fair, adequate, and reasonable.” As a result, the Court granted plaintiff’s Motion for Final Approval and issued a
judgment consistent with the Final Order.
Where You Can Find Additional Information
Investors and security holders will be
able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC
public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or
visit the Commission’s website for further information on its public reference room.
|
ITEM 9.01
|
FINANCIAL STATEMENTS AND EXHIBITS
|
SIGNATURE
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.
|
DPW HOLDINGS, INC.
|
|
|
|
|
Dated: July 17, 2020
|
/s/ Henry Nisser
Henry Nisser
Executive Vice President and General Counsel
|
-3-
Ault Global (AMEX:DPW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Ault Global (AMEX:DPW)
Historical Stock Chart
From Apr 2023 to Apr 2024