8-K 1 f1072008k.htm

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): October 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, 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 October 8, 2020, DPW Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its wholly owned subsidiary, Coolisys Technologies Corp. (“Coolisys”), has released the details of its new Energy Storage System (“ESS”) product line which can be coupled with Photovoltaic (“PV”) solar systems or can be used off-grid, grid-tied or as a string inverter. The ESS product is designed for a wide range of applications, including off-grid, self-consumption, net-metering, power backup and time-of-use optimization.

The Company will host its Second Annual Investor Day Conference and Webcast at 10:00 a.m. PT on October 8, 2020, to discuss the contents of a presentation prepared by the Company (the “Investor Day Presentation”). The Investor Day Presentation provides the Company’s current holdings and strategic goals, as well as a corporate overview from each of the Company’s subsidiaries including Coolisys, Gresham Worldwide, Inc., and Ault Alliance, Inc.

A copy of the press release and the Investor Day Presentation are furnished herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

In accordance with General Instruction B.2 of Form 8-K, the information under this item, Exhibits 99.1 and 99.2, 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 9.01 | FINANCIAL STATEMENTS AND EXHIBITS

| (d) | Exhibits:

Exhibit No. |  | Description
99.1 |  | Press release issued on October 8, 2020.
99.2 |  | Investor Day Presentation

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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: October 8, 2020 | /s/ Henry Nisser Henry Nisser Executive Vice President and General Counsel

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