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 28, 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:

 

¨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

 

On July 28, 2020, DPW Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing that Gresham Worldwide, Inc. (“Gresham Worldwide”), has received a $2.0 million purchase order from a leading defense and aerospace customer of its indirect wholly owned subsidiary, Enertec Systems 2001, Ltd. Gresham Worldwide, formerly known as DPW Technologies Group, Inc., is a wholly owned subsidiary of the Company.

 

A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein.

 

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibit 99.1 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

 

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 9.01FINANCIAL STATEMENTS AND EXHIBITS

 

(d)Exhibits:

 

Exhibit No.    Description
     
99.1   Press Release issued on July 28, 2020.

 

 -1- 
 

 

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 28, 2020

/s/ Henry Nisser

Henry Nisser

Executive Vice President and General Counsel

 

 

-2-

 

 

Exhibit 99.1

 

   

 

DPW Holdings Announces that Its Gresham Worldwide Defense Business Has Been Awarded a $2.0 Million Purchase Order From a Defense and Aerospace Customer

 

Newport Beach, CA, July 28, 2020 -- DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW,” or the “Company”) announced that its global defense business, Gresham Worldwide, Inc. (“Gresham Worldwide”), has received a $2.0 million purchase order from a leading defense and aerospace customer of its wholly owned subsidiary Enertec Systems 2001, Ltd. (“Enertec”).

 

Enertec, based in Israel, is a leading defense and aerospace designer and manufacturer of advanced multi-purpose electronic systems, including customized computer-based automated test equipment and turnkey solutions designed to perform in harsh environments and battlefield conditions.

 

Enertec has completed the development and proof of fitness of a unique generic automated testing system to meet complex challenges in validating capabilities and readiness of defense and attack platforms. The test system can test and perform diagnostics on all sophisticated computers that support a wide range of military and aerospace systems. Enertec has been in business for more than 30 years and Enertec’s CEO, Zvi Avni, has over 35 years of experience developing advanced testing systems. After receiving a $2.9 million order in 2019 to develop this unique and complex testing system, in the first quarter of 2020, Enertec recently received a follow-up order of an additional $1.4 million and today announces that on July 26, 2020 it received a new $2.0 million order for additional work on the testing system. During the first half of 2020, Enertec recognized revenue for approximately 30% of the first two orders. Enertec’s management believes the balance of the orders will be recognized as revenue over the next twelve months and that this customer has the potential to order over $10 million of Enertec solutions per year.

 

Enertec’s CEO, Zvi Avni said, “The completion of the development of our testing system has resulted in a $2.0 million order and represents a major milestone for Enertec. This accomplishment solidifies Enertec’s position as a leading provider of complex testing solutions for the defense and aerospace industry, both at home and abroad.”

 

“We are very pleased with Enertec’s progress, which contributes significantly to the prospects for Gresham Worldwide,” said Jonathan Read, Gresham Worldwide’s CEO. “This recent order demonstrates that demand for Gresham’s technology offerings remains strong. The expansion of Enertec’s testing systems offerings reflects the confidence and the trust that global defense contractors have to work with Gresham on long life cycle platform programs. We remain optimistic that Gresham can achieve our goals for significant growth in 2020 and 2021.”

 

For more information on DPW Holdings and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s public filings and press releases available under the Investor Relations section at www.DPWHoldings.com 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 and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the Company 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.

 

About Gresham Worldwide

 

Gresham Worldwide, formerly known as DPW Technology Group, is a provider of high-quality, ultra-reliable bespoke technology solutions for mission critical applications in the defense, medical and telecommunications verticals. The three component companies under the leadership of CEO, Jonathan Read, are Microphase Corporation, Enertec Systems 2001 Ltd. and Gresham Power Electronics Ltd.. Each has decades of experience serving global defense markets. Gresham Worldwide operates with a global footprint with headquarters in Phoenix, Arizona, an office in Washington D.C. and design and operations centers in Shelton, Connecticut, Salisbury, U.K., and Karmiel, Israel.

 

  
 

   

 

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