8-K

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):  December 11, 2019

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

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 7.01 REGULATION FD DISCLOSURE.

DPW Holdings, Inc. (the “Company”), a diversified holding company, announced on December 9, 2019 that it will present at the 12th Annual LD Micro Invitational, a 3-day investor conference to be held between December 10 through December 12, 2019 at the Luxe Sunset Boulevard Hotel in Los Angeles, CA. Please see the Press Release attached hereto as Exhibit 99.1.

During the conference, the Company and its wholly owned subsidiary Gresham Worldwide, Inc. (“GWI”) will each discuss the contents of a presentation prepared by the respective entity (the “Corporate Presentations”). Each Corporate Presentation will be available for distribution to the attendees of the event and are attached hereto as Exhibit 99.2 and Exhibit 99.3, respectively.

The Corporate Presentations will be made available after the webinar 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 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

The following exhibits are furnished herewith:

	Exhibit No.	Description
99.1		Press Release
99.2		Corporate Presentation of DPW Holdings, Inc.
99.3		Corporate Presentation of Gresham Worldwide, Inc.

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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: December 11, 2019	/s/ Milton C. Ault, III Milton C. Ault, III Chief Executive Officer

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EX-99.1

Exhibit 99.1

 

DPW Holdings to Present at 12th Annual LD Micro Invitational

NEWPORT BEACH, CA -- (BUSINESS WIRE) -- Dec. 09, 2019 -- DPW Holdings, Inc. (NYSE American: DPW) ("DPW" or the "Company"), a diversified holding company, announced today that it will present at the 12th Annual LD Micro Invitational, a 3-day investor conference to be held between December 10 - December 12, 2019 at the Luxe Sunset Boulevard Hotel in Los Angeles, CA.

Milton “Todd” Ault, III, the Company’s CEO and Chairman, will be presenting at 2:20 PM PDT on December 11, 2019 on behalf of the Company and senior management will be available for one-on-one meetings during the event. The Company looks forward to establishing new relationships and meeting current investors and associates attending the event. Mr. Jonathan Read, CEO of DPW Technology Group will join Mr. Ault to address a number of topics including the progress achieved by the Company’s defense and commercial electronics sector and recent developments with the Company’s strategic investments, including MTIX.

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.

"This year's Main Event is our largest event to date, with 275 companies set to present and meet with investors" stated Chris Lahiji, President of LD Micro. "Even though LD has emerged as one of the largest and most influential organizations in the space, our focus has never deviated from showcasing some of the more interesting businesses in the world to our ever-growing community. Investor interest in our events has also never been stronger, and that goes for our commitment to philanthropy as well.

About DPW Holdings, Inc.

DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global potential. 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, 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.

About LD Micro

LD Micro was founded in 2006 with the sole of being an independent resource in the microcap space.

What started out as a newsletter highlighting unique companies has transformed into several influential events annually (Invitational, Summit, and Main Event).

In 2015, LDM launched the first pure microcap index (the LDMi) to exclusively provide intraday information on the entire sector. LD will continue to provide valuable tools for the benefit of everyone in the small and micro-cap universe.

For those interested in attending, please contact David Scher at david@ldmicro.com or visit http://www.ldmicro.com/ for more information.

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.

Contact: 

Name: DPW Holdings, Inc. Investor Relations

Phone: (888) 753-2235

Address: 201 Shipyard Way, Suite E, Newport Beach, CA 92663 Email: IR@Dpwholdings.com

Source: DPW Holdings, Inc. via LD Micro

EX-99.2

Exhibit 99.2

DPW Holdings, Inc Investor Presentation December 2019 SAFE HARBOR STATEMENT This presentation and other written or oral statements made from time to time by representatives of DPW Holdings, Inc. (sometimes referred to as "DPW") contain "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.Forward-looking statements reflect the current view about future events. Statements that are not historical in nature, such as forecasts for the industry in which we operate, and which may be identified by the use of words like "expects," "assumes," "projects," "anticipates," "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, products 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 discussed 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 information contained in subsequently filed current and periodic reports, each of which is available on our website and on the Securities and Exchange Commission's website (www.sec.gov).Any forward-looking statements are qualified in their entirety by reference to the factors discussed in the 2018 Annual Report. Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or should the underlying assumptions 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 decline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the ability to protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in product development; inability to raise capital to fund continuing operations; changes in government regulation, the ability to complete 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 to predict 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 management 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 about 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 under valued 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 Confidential and Proprietary -DPW Holdings, Inc. 3 Breakdown of DPW Holdings, Inc. DPW Holdings, Inc. Coolisys (CEO Amos Kohn) Digital Power Corporation Power-Plus Technical Distrib. Gresham Worldwide (CEO JR Read) Microphase Corporation Gresham Power Electronics Enertec Systems 2001 Ltd. DPW Financial Group Digital Power Lending I.AM Hospitality Digital Farms COMPANY OVERVIEW Why DPW Holdings, Inc: We are a diversified holding company acquiring undervalued assets and disruptive technologies with a global impact Who We Are: oMilton "Todd" Ault III -Chairman and CEO oWilliam Horne -CFO oHenry Nisser-EVP and General Counsel oDarren Magot-Head of Operations oKen Cragun -Chief Accounting Officer oDavid Katzoff-Senior VP of Finance oJoe Spaziano-CTO 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 Defense Power Solutions Financial Services Blockchain An overview of current holdings and strategic goals COMPANY OVERVIEW Hospitality Category: Ultra-reliable technology solutions for defense, medical and telecom Strategy: Raise capital 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: Category: Licensed California Finance Lender Strategy: DPW Filed $50M Reg A+ note offering to fund lending activity. Expand MonthlyInterest.com. Pursue planned financial services acquisition. Companies/Initiatives: Category: Restaurants Strategy: Restaurant acquisitions in the pipeline. Expand Prep Kitchen brand. Exploring expansion into Cloud Kitchen concept. Companies/Brands: Category: Data centers and blockchain mining Strategy: Acquiring data center and moving forward with announced spin-off via distribution of shares to DPW's stockholders Companies: 5 Biotech Healthcare Advanced Textiles An overview of strategic investments COMPANY OVERVIEW Real Estate Category: Developing two treatments for Alzheimer's Background: Alzheimer's Disease is the 6thleading 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: Innovative 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 LUXHOTEL6 An overview of financial highlights FINANCIAL HIGHLIGHTS Current backlog of $70.7 million, including $46.0 million in related party backlog (related-party backlog is delinquent in the production schedule) $47.4 million in assets 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 Interest expense for Q3 2019 saw a reduction of $1.1 million from the prior-year quarter 9-months 2019 gross profit up 7% from prior year period Financial Highlights 2016 2017 2018 2019E $7.1M $10.2M $27.2M $30.0M Annual Revenue Trend7 Strategic Investments Hospitality Gresham Worldwide Blockchain Technology Financial Services Strategy: Filed $50 million Reg A+ note offering Expand MonthlyInterest.com Planned Financial Services acquisition Category: Fintech and Financial Services Strategy: Plans for acquiring data center and announced spin-off on hold due to uncertainties regarding crypto currency 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 8 First 9 months of 2019 focused on debt reduction Exiting 2019 -with lower debt load and improved bottom-line results First 9 months of 2019 results reflected challenges with working capital issues 1.Executing on significant backlog with expected capital infusion 2.Targeting accretive acquisitions with significant top-line contribution 3.Improving cash flow and bottom-line results from lower debt service load 4.Expand offerings on MonthlyInterest.com 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? September 2019