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):  January 8, 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, 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:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨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 ¨

 

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 7.01REGULATION FD DISCLOSURE

 

As previously reported in the Current Report on Form 8-K filed on January 2, 2020, by DPW Holdings, Inc. (the “Company”), the Company entered into a Share Exchange Agreement with, among others, its wholly owned subsidiary DPW Financial Group, Inc., a Delaware corporation (“DPWF”), pursuant to which DPWF shall acquire two broker-dealer firms (the “Original 8-K”). On January 8, 2020, the Company issued a press release announcing an update on the status of the acquisition, a copy of which press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. Whereas the press release states in its fifth paragraph that the “agreements” were withdrawn, it should have stated that the “applications seeking approval of the agreement” were withdrawn.

 

The Company will host its Investor Conference Call and Webcast on January 8, 2020, which will start at 5:00 pm ET (2:00 pm PT). The Company’s Chairman and CEO, Milton "Todd" Ault, III, joined by the Company’s Vice Chairman and CFO, William B. Horne, will lead the conference and provide a business update including some of the plans and goals targeted for 2020 as set forth in a presentation prepared by the Company (the “Corporate Presentation”), which is attached hereto as Exhibit 99.2.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item 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.

 

Where You Can Find Additional Information

 

WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE ORIGINAL 8-K AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION about the Company.  Investors and security holders will be able to obtain these materials (when they are available) and other documents filed with the SEC 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 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)           Exhibits:

 

Exhibit
No.
  Description
     
99.1   Press Release issued on January 8, 2020
99.2   Corporate Presentation

 

   
  

 

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 thereunto duly authorized.

 

  DPW HOLDINGS, INC.
 
 
Date: January 8, 2020 By: /s/ Henry Nisser  
    Henry Nisser
    Executive Vice President

 

 

 

 

 

Exhibit 99.1

 

 

 

 

DPW Holdings Inc. Updates the Status of Its Subsidiary DPW Financial Group, Inc.’s Acquisition of Two Broker-Dealers; the Broker-Dealers Have Withdrawn Their Applications Seeking FINRA Approval

 

 

Newport Beach, CA, January 8, 2020 -- DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW,” or the “Company”) announced on January 2, 2020 that its wholly owned subsidiary DPW Financial Group, Inc. (“DPWF”) has entered into an agreement whereby it will acquire two broker-dealers, consisting of Glendale Securities, Inc. (“GSI”), a retail broker dealer and its correspondent clearing broker dealer (collectively, the “Firms”).

 

DPW also announced that the closing of the agreement is subject to customary conditions, including regulatory clearance, which consists principally of approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) and that FINRA may not approve the acquisitions in the foreseeable future, if at all.

 

On January 7, 2020, the Firms held a telephonic meeting with representatives of FINRA and were to DPW’s knowledge informed by FINRA that the proposed transaction would not be approved in its currently contemplated form. As a result, the Firms have withdrawn their respective applications seeking FINRA’s approval of the agreement.

 

The Company is reviewing the information it has been provided by GSI and is presently evaluating its options with respect to the agreement, including whether the agreement, possibly in modified form, could reasonably be expected to close in the foreseeable future, if ever, as well as other outside factors that could affect FINRA’s view of the agreement.

 

In any event, given the withdrawal of the agreements, the agreement could under no circumstances be closed until late in the third quarter of 2020 at the earliest, if ever.

 

For further information regarding all terms and conditions contained in the definitive agreement, please see the Company’s Form 8-K relating to the intended acquisition of the Firms, which was filed on January 2, 2020.

 

The Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available on its website at www.DPWHoldings.com under the Investor Relations section or available at www.sec.gov.

 

 

About DPW Holdings, Inc.

 

DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the Company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW’s headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.com.

 

   
 

 

 

 

Forward-Looking Statements

 

This press release contains “forward looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors. More information, including potential risk factors, that could affect the Company’s business and financial results are included in the Company’s filings with the U.S. Securities and Exchange Commission, including, but not limited to, the Company’s Forms 10-K, 10-Q and 8-K. All filings are available at www.sec.gov and on the Company’s website at www.DPWHoldings.com.

 

Contacts:

IR@DPWHoldings.com or 1-888-753-2235

 

 

 

 

 

 

 

Exhibit 99.2

 

 

DPW Holdings, Inc Investor Update Presentation January 2020

   
  

SAFE HARBOR STATEMENT This presentation and other written or oral statements made from time to time by representatives of DPW Holdings, Inc. (somet ime s referred to as “DPW”) contain “forward - looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21 E of the Securities Exchange Act of 1934. Forward - looking statements reflect the current view about future events. Statements that are not historical in natu re, such as forecasts for the industry in which we operate, and which may be identified by the use of words like “expects,” “assumes,” “projects,” “anticip ate s,” “estimates,” “we believe,” “could be,” "future" or the negative of these terms and other words of similar meaning, are forward - looking statements . Such statements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, pr oducts and services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward - looking statements are based on management’s current expectations and assumptions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are difficult to predict and may cause actual results to differ materially from those contemplated or expressed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors d iscussed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2018 (the “2018 Annual Report”) and other info rmation contained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Co mmission’s website ( www.sec.gov ). Any forward - looking statements are qualified in their entirety by reference to the factors discussed in the 2018 Annual Repor t. Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumpti ons prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Important factors that could cause actual results to differ materially from those in the forward looking statements include: a d ecline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; th e ability to protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other pro vid ers and products; risks in product development; inability to raise capital to fund continuing operations; changes in government regulation, the ability to compl ete customer transactions and capital raising transactions. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us t o p redict all of them. We cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward - looking statements to conform these statements to actual results. All forecasts are provided by management in this presentation and are based on information available to us at this time and m ana gement expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management’s best estimate of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers a bou t our products.

   
  

Overview of our company model and pursuit of activism Venture Capital Activism Private Equity COMPANY OVERVIEW Holding Company Model Policy of Activism • Identify undervalued companies using a methodology for valuing stocks that primarily looks for deeply depressed prices and become actively involved in those companies - Influence the management of a target to improve shareholder value - Acquire a controlling interest or outright ownership in order to implement changes required to improve the business - Focus on operations and expanding the businesses - Provides the structure to raise, allocate, deploy and manage significant permanent capital - Provides the wherewithal to purchase companies we believe we can operate more effectively than incumbent management - Enable management teams to execute strategic plans successfully 3 Confidential and Proprietary – DPW Holdings, Inc.

   
  

Who We Are: • Milton “Todd” Ault III – Chairman and CEO • William Horne – CFO • Henry Nisser – EVP and General Counsel • Darren Magot – Head of Operations • Ken Cragun – Chief Accounting Officer • David Katzoff – Senior VP of Finance • Joe Spaziano – CTO DPW Holdings, Inc. Gresham Worldwide (CEO JR Read) Microphase Corporation Gresham Power Electronics Ltd. Enertec Systems 2001 Ltd. Coolisys (CEO Amos Kohn) Digital Power Corporation DPW Financial Group Digital Power Lending I.AM Hospitality Digital Farms ItsLikeFashion Breakdown of DPW Holdings, Inc. COMPANY OVERVIEW 4 What It Is: DPW is a holding company managed by a team of seasoned Wall Street professionals with over 75 years of cumulative experience in Private Equity, Venture Capital and Activism Why DPW Holdings, Inc: We are a diversified holding company acquiring undervalued assets and disruptive technologies with a global impact

   
  

• Provides high quality, ultra - reliable bespoke technology solutions for mission critical applications • Value - added services and “designed in” custom components/systems to deliver competitive advantage for providers of turnkey platforms and solutions • Narrows field of competition with elegant designs and high - quality products that limit exposure to commodity markets and support enhanced operating margins • Strong, long term relationships with “blue chip” customers in defense, aerospace and commercial sectors across the globe • Customers include Governments and top military contractors • Servicing global customers with global presence : Arizona, Washington D.C. , Connecticut, U.K. and Israel Overview of Gresham Worldwide products and customers “Blue - Chip” Customers Mission Critical Applications High - quality Solutions GRESHAM WORLDWIDE OVERVIEW Products and Solutions Customers and Relationships 5

   
  

DPW Holdings, Inc. (NYSE American: DPW) Gresham Worldwide (CEO Jonathan Read) Microphase Corporation Gresham Power Electronics Ltd. Enertec Systems 2001 Ltd. New Gresham Worldwide brand and organizational structure GRESHAM WORLDWIDE OVERVIEW 6 “Gresham Worldwide” new brand for consolidated companies : • Strong name – solid “feel” • Unique – no other “Gresham” U.S. Company • Available – have acquired 50 URLs • Distinctive logo – 3 - legged lion Retain individual sub - brands as appropriate: • Customer relationships • Safety certifications • Security clearances • Market recognition Global launch: • Update websites, social media, collateral and earned media • Transition over time, as appropriate

   
  

7 Scope of Influence Headquartered in Phoenix, Arizona Global Footprint European defense, naval and power solutions through Gresham Power Electronics Limited, located in Salisbury, UK 1 2 3 5 4 Israel defense & aerospace combat solutions and medical technology through Enertec Systems 2001 Ltd., located in Karmiel, Israel North America defense & aerospace and telecommunication solutions through Microphase Corp., located in Shelton, Connecticut North America strategic development office in Washington D.C. Phoenix, AZ Washington D.C. Shelton, CT Karmiel, Israel Salisbury, UK An overview of Gresham Worldwide global presence GRESHAM WORLDWIDE OVERVIEW

   
  

Notable Gresham Worldwide Customers GRESHAM WORLDWIDE OVERVIEW 8 Navy Hellenic Daewoo Shipyard

   
  

Gresham Worldwide opportunity stream as of December 31, 2019 GRESHAM WORLDWIDE OVERVIEW 9 Enertec: Expansion *1 represents imminent order that will nearly double 2020 backlog with existing customers. Microphase: Expansion *2 of a current air program nearly doubles unit backlog with orders for existing products – Q1 2020 for $11 million over three years. Backlog and imminent orders spread over many customers and extends to 2020 and beyond Company/Opportunity Amount Enertec 12.97 MM$ Expansion *1 10.00 MM$ Microphase 6.41 MM$ Expansion *2 11.00 MM$ Gresham (U.K.) 0.41 MM$ Total 40.79 MM$

   
  

Gresham Worldwide revenue projections GRESHAM WORLDWIDE OVERVIEW 10 $0 $5,000,000 $10,000,000 $15,000,000 $20,000,000 $25,000,000 $30,000,000 $35,000,000 $40,000,000 $45,000,000 $50,000,000 2017 2018 2019E 2020E 2021E 2022E Gresham Worldwide Revenue Projections Enertec Microphase Gresham All forecasts are provided by management in this presentation and are based on information available to us at this time and m ana gement expects that internal projections and expectations may change over time. In addition, the forecasts are based entirely on management’s best estima te of our future financial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers a bou t our products.

   
  

Gresham Worldwide summary GRESHAM WORLDWIDE OVERVIEW 11 • Gresham Worldwide consolidates established firms with solid track record on innovation, elegant design and responsiveness to deliver bespoke technology solutions that meet mission critical needs of defense, medical and industrial markets x Strong, enduring customer relationships and substantial backlog on which to build x Global footprint and enduring brands x Significant strategic opportunities for rapid growth Jonathan Read, Chief Executive Officer Seasoned CEO with experience running Global Business Operations with specific expertise in raising capital, strengthening brands and building businesses. Timothy Long, Chief Operating Officer Versatile Executive with 40 years experience building businesses large and small with specific expertise in defense and aerospace sectors, operations management, corporate development, strategic communications, business planning, marketing and law. David Katzoff, SVP Finance Experienced financial executive with meticulous attention to detail with specific expertise in sound fiscal management, risk mitigation, financial reporting and resource development. Summary Executive Team

   
  

Defense Power Solutions Financial Services Blockchain An overview of DPW’s current holdings and strategic goals COMPANY OVERVIEW 12 Hospitality Category : Ultra - reliable technology solutions for defense, medical, telecom Strategy : Raise c apital to execute on significant backlog. Moving forward with previously announced plans to seek access to public markets. Companies : Category : Power electronics products Strategy : Continue providing value added solutions and expand distribution capabilities for power supplies and power related electronics. Companies/Brands : Category : Licensed California Finance Lender Strategy : DPW Filed $50M Reg A+ note offering to fund lending activity. Expand MonthlyInterest.com. Announced acquisitions by DPW Financial at risk, pending regulatory approval. Companies/Initiatives : Category : Restaurants Strategy : Restaurant acquisitions in the pipeline. Expand Prep Kitchen brand. Exploring strategic alternatives including expansion into Cloud Kitchen concept. Companies/Brands : Category : Data centers and blockchain mining Strategy : Plans include a cquiring data center, but the announced spin - off on hold due to uncertainties regarding crypto currency market volatility. Companies : Retail Apparel Category : E - Commerce and “pop up” r etail of discounted luxury items Strategy : Membership - only business selling excess inventory from retailers via e - commerce and “pop - up” sales locations including apparel, bags, purses, shoes and accessories. Companies :

   
  

Biotech Healthcare Advanced Textiles An overview of DPW’s strategic investments COMPANY OVERVIEW 13 Real Estate Category : Developing two treatments for Alzheimer’s Background : Alzheimer’s Disease is the 6 th leading cause of the death in the U. S. Alzamend Neuro is dedicated to researching, developing, and commercializing treatment for Alzheimer’s and bringing two patented therapeutics into the clinical and commercialization stages. Company : Category : Medical products for bodily fluid analysis Background : I nnovative technology and healthcare tools bringing the point of care closer to the patient related to bodily fluid analyses including blood analysis and male fertility testing. Company : Category : Revolutionary technology for Textiles Background : Advanced textile processing using Multiplexed Laser Surface Enhancement. Treats textiles in a cost effective and environmentally sustainable manner. Impact: 99% less energy consumed, 95% reduced chemical usage and 75% less water consumption. Company : Category : Luxury Hotel development in NYC Background : Development of a 5 - Star ultra luxury hotel operated by a group who are very well known and successful in the real estate and hospitality business. Located in the in the charming and highly sought - after, landmarked Northern TriBeCa district. Company : 456 L UX H OTEL

   
  

An overview of DPW’s financial highlights FINANCIAL HIGHLIGHTS 1. December 31, 2019 backlog of $68.9 million, including $46.0 million in related party backlog (related - party backlog is delinquent in the production schedule) 2. September 30, 2019 reported $47.4 million in assets 3. Through Q3 2019, current liabilities reduced by $5.6 million or 18% from year - end 2018, excluding the $741,433 operating lease liability related to the new lease accounting rules implemented in 2019 4. Interest expense for Q3 2019 saw a reduction of $1.1 million from the prior - year quarter 5. 9 - months 2019 gross profit up 7% from prior year period 6. Microphase seeing significant financial improvement Financial Highlights 14 2016 2017 2018 2019E $7.1M $10.2M $27.2M $27.0M Annual Revenue Trend 2019 Revenue est. $26 - 28 million

   
  

Strategic Investments Hospitality Defense and Power Blockchain Technology Financial Services Strategy: Filed $50 million Reg A+ note offering Expand MonthlyInterest.com Announced Financial Services acquisition at risk, pending regulatory approval Category: Fintech and Financial Services Strategy: Plans include acquiring data center, but the announced spin - off is on hold due to uncertainties regarding crypto market volatility Category: Data centers and cryptocurrency mining Strategy: Restaurant acquisitions in the pipeline Category: Restaurants Strategy: Moving forward with previously announced plans seek access to public markets Category: Ultra - reliable power and wireless communication applications for defense, medical and telecom Strategy : Intend to provide additional funding to portfolio companies as needed Category : Biotech, advanced textile technology, hospitality Recap of current holdings and strategy FINANCIAL HIGHLIGHTS 15 Retail Apparel Strategy: Build discount fashion retailer of excess inventory luxury brands via “pop up” and online sales Category: Retail of luxury items at discounted prices

   
  

2019 focused on debt reduction Exiting 2019 – with lower debt load and improved bottom - line results 2019 results expected to reflect challenges with working capital issues 1. Executing on significant backlog with expected capital infusion 2. Improving cash flow and bottom - line results from lower debt service load 3. Expand offerings on MonthlyInterest.com 4. Improve top and bottom line results from new retail e - commerce initiatives 5. Rebranded our defense business as Gresham Worldwide with plans to seek access to public markets 6. Projecting revenue of $30 - 35 million for 2020 Catalysts for Growth and Improved Bottom - Line Results Overview of future goals and outlook FUTURE OUTLOOK

   
  

Thank you! Comments/Questions? January 2020