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):  September 1, 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 7.01REGULATION FD DISCLOSURE.

 

DPW Holdings, Inc. (the “Company”) will host a virtual conference on September 1, 2020 at 2:20 P.M. ET (11:20 P.M. PT) to discuss the contents of a presentation prepared by the Company (the “Corporate Presentation”). The Corporate Presentation provides the Company’s current holdings and strategic goals as well as financial highlights during its fiscal quarter and semi-annual period ended June 30, 2020, and is attached hereto as Exhibit 99.1.

 

The Corporate Presentation will be made available after the virtual conference for those who did attend as well as those who could not at www.DPWHoldings.com via a link that will be emitted publicly.

 

The information contained in this Current Report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. The furnishing of the information in this Current Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly available.

 

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.

 

ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

 

(d) Exhibits.

 

The following exhibits are furnished herewith:

 

Exhibit No.   Description  
99.1 Corporate Presentation

 

   
 

 

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: September 1, 2020

/s/ Henry Nisser

Henry Nisser

Executive Vice President and General Counsel

 

 

 

 

 

 

Exhibit 99.1

 

DPW Holdings, Inc LD 500 Virtual Conference September 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 sta tements include, but are not limited to, statements contained in this presentation relating to our business, business strategy, expansion, growth, product s a nd services we may offer in the future and the timing of their development, sales and marketing strategy and capital outlook. Forward - looking statements are bas ed 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 express ed. We caution you therefore against relying on any of these forward - looking statements. These risks and uncertainties include those risk factors discussed i n Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2019 (the “2019 Annual Report”) and other information cont ained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission’s we bsite ( www.sec.gov ). Any forward - looking statements are qualified in their entirety by reference to the factors discussed in the 2019 Annual Report. Shou ld one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions prove incorrect, ac tua l 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 strategy Raise capital to fund growth, increase lending activities and make potential acquisitions Shareholder value expected to increase through growth or strategic transactions Current focus on defense and aerospace, power solutions, lending COMPANY OVERVIEW Holding Company structure and focus Strategy 3 Confidential and Proprietary – DPW Holdings, Inc. • Key business units to operate with more autonomy • Provide the structure to raise, allocate, deploy and manage significant permanent capital • Raise capital to fund growth of subsidiaries • Provide the wherewithal to purchase companies we believe we can operate more effectively than incumbent management • Focus on opportunities with large addressable markets • Gresham Worldwide defense business led by Jonathan Read and Tim Long with announced new board of directors • Coolisys Technologies power solutions business led by Amos Kohn • Ault Global Inc. lending, media, and investments, led by Darren Magot

   
 

Who We Are: • Milton “Todd” Ault III – Chairman and CEO • William Horne – Vice Chairman and President • Kenneth Cragun – Chief Financial Officer • Henry Nisser – EVP and General Counsel • Darren Magot – Head of Operations • 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 Technologies (CEO Amos Kohn) Digital Power Corporation Ault Global Inc. (CEO Darren Magot) Digital Power Lending Media Ecommerce 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 Defense & Aerospace $930 billion addressable market Power Supplies $25 billion addressable market FinTech $130 billion addressable market

   
 

Defense Power Solutions Financial Services An overview of DPW’s current holdings and strategic goals COMPANY OVERVIEW 5 Category : High - reliability technology solutions for defense, medical, telecom Strategy : Raise c apital to execute on significant backlog. Possible acquisitions. Companies : Category : Power electronics products Strategy : Continue providing value added solutions and expand sales and distribution capabilities. Grow new market for EV chargers. Companies/Brands : Category : Licensed California Finance Lender Strategy : Raise additional capital t o fund lending activity and develop FinTech capabilities. Begin loan brokering services under the lender license. Companies/Initiatives :

   
 

Gresham Worldwide - Global Defense 6 Phoenix, AZ Washington D.C. Shelton, CT Karmiel, Israel Salisbury, UK 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, CT North America strategic development office in Washington D.C.

   
 

• 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 7

   
 

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

   
 

• Possesses over 50 years providing advanced - power solutions for demanding applications • Designs and manufactures innovative technologies and products to operate in the harshest environments, critical applications, and life - saving services • Provides comprehensive solutions for global defense and aerospace customers • Specializes in customized engineering solutions for medical , industrial and defense applications • Provides a wide range of Electrical Vehicles (EV) charging products for Level - 2 fast charging solutions • Provides comprehensive energy storage solutions for power harvest Coolisys Technologies – Power Solutions Defense, Medical, Electric Vehicles Mission Critical Applications Innovative Technologies Core Competencies Markets 9

   
 

Coolisys Technologies EV Charger Product Line COOLISYS TECHNOLOGIES NEW PRODUCTS AC Series Wall Mounted / Floor Standing DC Series - Fast Charging System Floor Standing 10 • CTEVBC - 7KW 240Vx1/32Amp • CTEVBC - 22KW 240Vx3/32Amp • CTEVBC - 42KW 240Vx3/32Amp • CTEVBC - 60KW 400V/97Amp 1 Plug • CTEVBC - 80KW 400V/129Amp 1 or2 Plugs • CTEVBC - 120KW 400V/250Amp 2 Plugs • CTEVBC - 160KW 400V/258Amp 2 or 4 Plugs • CTEVBC - 180KW 400V/291Amp 2 Plugs • CTEVBC - 240KW 400V/388Amp 4 Plugs • CTEVBC - 320KW 400V/486Amp 4 Plugs Level 2 AC Charger Level 3 DC Fast Charger Power Rectifier for EV Charger

   
 

• On November 30, 2016, we formed Digital Power Lending, a wholly - owned subsidiary. • DP Lending provides commercial loans to companies throughout the United States to provide them with operating capital to finance the growth of their businesses . • California Finance Lending License #60DBO - 77905. • Support messaging for portfolio companies • Capital raising activities • Ecommerce initiatives • Digital training products Ault Global Inc. – Lending and Media Provide Loans and Broker Loans Opportunity to incubate partner companies Licensed Finance Lender Lending Media 11

   
 

Biotech Healthcare Advanced Textiles An overview of DPW’s strategic investments COMPANY OVERVIEW 12 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 Q2 - 2020 highlights • Revenue of $5.4 million, an increase of 8.3% from the prior year period • Gross profit of $1.9 million, an increase of 164.7% from the prior year period • Net loss of $1.4 million, a 66.1% decrease from the net loss of $4.1 million in the prior year period First half - 2020 highlights • Revenue of $11.0 million, an increase of 2.4% from the prior year period • Gross profit of $3.7 million, an increase of 120.4% from the prior year period • Net loss of $7.9 million, a 26.3% decrease from the net loss of $10.7 million in the prior year period Financial Highlights 13 2016 2017 2018 2019 $7.1M $10.2M $26.5M $27.2M Annual Revenue Trend

   
 

Thank you! Comments/Questions? September 2020