Current Report Filing (8-k)
December 03 2020 - 4:29PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December
3, 2020
DPW HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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DPW
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NYSE American
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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
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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On November 30, 2020, DPW Holdings, Inc. (the “Company”)
entered into a letter agreement (the “Agreement”), pursuant to which the Company agreed to purchase all the
228,967 shares of Universal Security Instruments, Inc. beneficially owned by Activist Investing LLC, Custodian Ventures LLC and
David Elliot Lazar on a date no later than 30 business days from November 30, 2020 (the “Closing”), subject
to the terms and conditions of the Agreement. The purchase price of the 228,967 Shares will be $709,797.70 upon the Closing.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On December 3, 2020, the Company issued a press release
announcing the Agreement, a copy of which 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.
(d) Exhibits
SIGNATURES
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 thereunto duly authorized.
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DPW HOLDINGS, INC.
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Date: December 3, 2020
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By:
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/s/ Henry Nisser
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Henry Nisser
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Executive Vice President and General Counsel
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