Current Report Filing (8-k)
18 November 2019 - 10:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
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Date of Report (Date of earliest event reported): November
18, 2019
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 1.01 Entry into a Material Definitive
Agreement.
On November 15,
2019, by DPW Holdings, Inc. (the “Company”), the Company entered into an exchange agreement with a lender (the
“Lender”) pursuant to which the Corporation issued to the Lender a convertible promissory note in the principal
amount of $935,772.23 (the “New Note”), in exchange for those certain Promissory Notes (i) in the original principal
amount of $575,000 issued on May 10, 2019, and (ii) in the original principal amount of $230,000 issued on May 21, 2019 (collectively,
the “Original Note”) held by the Lender. Subject to the approval by the NYSE American, the New Note shall be
convertible into shares of common stock, par value $0.001 per share, at conversion price of $1.80 (the “Conversion Price”),
subject to equitable adjustments resulting from any stock splits, stock dividends, combinations, recapitalizations or similar events.
Description of Convertible Promissory
Note
The New Note has
a principal face amount of $935,772.23 with an interest rate of 8% per annum and a maturity date of November 15, 2020. The New
Note shall be convertible into such number of shares of Common Stock issuable determined by dividing the principal amount of the
New Note by the Conversion Price, subject to adjustments. The New Note contains standard and customary events of default including,
but not limited to, failure to make payments when due under the New Note, failure to comply with certain covenants contained in
the New Note, or bankruptcy or insolvency of the Company.
After the occurrence
of any Event of Default (as defined in the New Note) that results in the eventual acceleration of the New Note, the interest rate
on the New Note shall accrue at an additional interest rate equal to the lower of 12.0% per annum or the maximum rate permitted
under applicable law, shall be compounded daily, and shall be due and payable on the first Trading Day of each calendar month during
the continuance of such Event of Default.
The New Note was
offered and sold to the Lender in reliance upon exemption from the registration requirements under Section 3(a)(9) under the Securities
Act of 1933, as amended.
The foregoing
is only brief description of the material terms of the Exchange Agreement and the New Note, the forms of which are attached hereto
as exhibits 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 the respective exhibit.
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.
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: November 18, 2019
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/s/ Milton C. Ault, III
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Milton C. Ault, III
Chief Executive Officer
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