Exhibit 10.1
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
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Date of Report (Date of earliest event reported): October 28, 2019
MICROPHASE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
000-55382 |
06-0710848 |
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(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484
(Address of principal executive offices) (Zip Code)
(203) 866-8000
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
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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, $0.0001 par value |
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None |
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None |
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. ☐
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Item 1.01 |
Entry into a Material Definitive Agreement. |
On October 24, 2019, Microphase Corporation, a Delaware corporation (the “Company”), entered into an Offer of Settlement (the “Agreement”) with the U.S. Securities and Exchange Commission, regarding the Administrative Proceeding (File No. 3-19344). A complete copy of the Agreement is attached as Exhibit 10.1 hereto and is incorporated herein in its entirety by reference.
On October 24, 2019, the Company announced the Agreement via a press release (the “Press Release”). A complete copy of the Press Release is attached hereto as Exhibit 99.1.
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Item 9.01 |
Exhibits and Financial Statements. |
(d) Exhibits:
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Exhibit No. |
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Description |
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10.1 |
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99.1 |
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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.
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DPW HOLDINGS, INC. |
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Dated: October 28, 2019 |
/s/ Amos Kohn Amos Kohn Chief Executive Officer |
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3
Exhibit 10.1
Exhibit 99.1
Microphase Corporation Provides Shareholder Update
SHELTON, Conn., October 25, 2019 (GLOBE NEWSWIRE) – Microphase Corporation, a supplier of advanced electronic technology solutions (the “Company”), today announced that it has entered into an Offer of Settlement (settlement agreement) with the SEC in response to an SEC Order Instituting Administrative Proceedings (File No. 3-19344) dated August 14, 2019, and SEC Release No. 86655 regarding the revocation of registration of the Company’s securities. Under the settlement agreement, the SEC will deregister our shares under Section 12(g) of the Securities Exchange Act of 1934, as amended. The shares of our common stock are not traded on any trading market.
“The action taken today by the Company will allow us to continue to pursue our business goals,” commented Amos Kohn, CEO of Microphase Corporation. “We believe this course of action is in the best interest of our stakeholders, and will allow us to continue, as previously communicated, our business as usual approach”.
About Microphase Corporation
Microphase Corporation, a majority-owned subsidiary of Coolisys Technologies, Inc., a part of DPW Holdings' diversified portfolio, is an innovative and trusted supplier of advanced electronic technology solutions across a diverse mix of markets. Microphase designs, develops, and manufactures standard and customized state-of-the-art RF, Microwave, and Millimeter-wave components, devices, subsystems and integrated modules primarily for the Defense & Aerospace markets. For more information please see www.Microphase.com and www.Coolisys.com.
Forward Looking Statements
The foregoing 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, including statements regarding the anticipated shipment and revenue recognition of customer orders. 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.Microphase.com.
Amos Kohn, Chief Executive Officer
Microphase Corporation
Phone number: (203) 866-8000