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):  November 15, 2018

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

(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))

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., a Delaware corporation (the “Company”) will host a conference call on November 15, 2018 at 5:30 P.M. ET (2:30 PM PT) to discuss the contents of a presentation prepared by the Company (the “Corporate Presentation”). The Corporate Presentation includes third quarter results and provides updates in the Company’s business during its fiscal quarter ended September 30, 2018 and is attached hereto as Exhibit 99.1.

Investors and interested parties who desire to participate in the webcast either online or by calling in must use this link to register prior to 5:30 P.M. ET on November 15, 2018:

https://zoom.us/webinar/register/WN_49CrIUAETeuFSAhDFU84Xw

Links to the press release, conference presentation and webcast replay will be available within 2 business days after the conference at http://www.dpwholdings.com under the Investor Relations section.

On November 15, 2018, the Company issued a press release announcing its preliminary financial results for its third quarter ended September 30, 2018, which press release is furnished herewith as Exhibit 99.2 and is incorporated by reference herein.

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	Corporate Presentation
99.2	Press Release

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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: November 15, 2018	/s/ Milton C. Ault, III
	Milton C. Ault, III
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

Q3 2018 BUSINESS UPDATE – NOVEMBER 15, 2018 Ticker: DPW

Disclaimers 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 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, suc h 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 an d the timing of their development, sales and marketing strategy and capital outlook. Forward - looking statements are based on management’s current expectations and assump tions regarding our business, the economy and other future conditions and are subject to inherent risks, uncertainties and changes of circumstances that are diffi cult 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 forw ard - 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, 2017 (the “2017 Annual Report”) and other information contained in subsequently filed current and periodic reports, each of which is av ail able 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 2017 Annual Report. Should one or more of these risks or uncertainties materialize (or in certain cases fail to materialize), or shou ld 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 d ecline in general economic conditions nationally and internationally; decreased demand for our products and services; market acceptance of our products; the abilit y t o protect our intellectual property rights; impact of any litigation or infringement actions brought against us; competition from other providers and products; risks in pro duct development; inability to raise capital to fund continuing operations; changes in government regulation, the ability to complete customer transactions and capital ra isi ng 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 entirely on management’s best estimate of our future f ina ncial performance given our current contracts, current backlog of opportunities and conversations with new and existing customers about our products. Safe Harbor © 2018 DPW Holdings, Inc. 2 2

Diversified holding company acquiring undervalued assets and disruptive technologies with a global impact Continually evaluating portfolio for opportunities to enter adjacent markets and to monetize existing assets for the benefit of shareholders Targeting advance technologies, finance and strategic investments © 2018 DPW Holdings, Inc. 3

© 2018 DPW Holdings, Inc. DPW Technology Group Advance Tech. Manufacturing: - Defense & Aerospace - Power Solutions - Medical - Textiles DPW Financial Group Lending & Investments: - Blockchain Technologies - Hospitality - Real Estate - Other Opportunities Simplifying Structure 4 MTIX International (OTC:AVLP) Strategic Investments

DPW Technology Group Recent Highlights © 2018 DPW Holdings, Inc. • $4.3M order for advanced missile control system from an Israeli defense contractor • $4.1M multi - year order from top U.S. Defense Contractor for communications filters • $5M in orders for cutting - edge medical automated test and calibration equipment Technology Group secured over $15M in advanced technologies wins Grew order backlog total to over $71M as of November 13, 2018 5

© 2018 DPW Holdings, Inc. • Launched MonthlyInterest.com • Online portal that facilitates investments Lending For Hotel: • $85M construction loan commitment from a NYC - based multinational bank • Raised $1M in new debt financing for hotel Real Estate/ Hospitality  Entered $2.5M revolver for flexibility and expansion • Positioned to reduce power costs with new mining farm with low - cost, renewable power to open in December • Mined a total value of $1.5 million in cryptocurrencies year to date 2018 Blockchain DPW Finance Group Recent Highlights 6

2019 Initiatives: Focus on Strategic Growth © 2018 DPW Holdings, Inc. Technology • Implement sale and operational improvement plans • Execute on backlog, notably MTIX • Drive to profitability Finance • Continue expanding lending opportunities • Evaluate loans for investment and acquisitions opportunities • Leverage relationships with experts 7

Financial Highlights: Sept. 30, 2018 Statement of Operations • Gross Revenue: $8.3M, compared to $3.2M in 3Q 2017 • Gross Margins 24.3% compared to 34.0% in 3Q 2017 • Net Loss: $7.5M, compared to $2.1M in 3Q 2017 • Non - Cash Charges: $4.7M , compared to $1.2M in 3Q 2017 Balance Sheet • Total Assets: $53.1M compared to $53.4M at June 30, 2018 • Stockholders’ Equity: $28.1M compared to $31.5M at June 30, 2018. © 2018 DPW Holdings, Inc. 8

Full - Year 2018 Revenue Guidance $29M - $33M Triple compared to 2017 revenue of $10.0M © 2018 DPW Holdings, Inc. 9

Full - Year 2019 Revenue Guidance ~$60+M Double 2018 revenue guidance: • Technology Group ~ $40M • Finance Group ~ $20M © 2018 DPW Holdings, Inc. 10

Q&A Please visit www.DPWHoldings.com to review all our public filings and investor presentations. © 2018 DPW Holdings, Inc. BUSINESS UPDATE – November 15, 2018 11

EX-99.2

Exhibit 99.2

 

DPW Holdings, Inc. Reports Third Quarter Financial Results

Increases Revenue 159% for Quarter over Comparative Quarter 

Continues to Anticipate Revenue to Triple in 2018 Compared to 2017 

Issues 2019 Revenue Guidance: 100% Growth Compared to 2018 Based on $71 Million Backlog

Newport Beach, CA, November 15, 2018 -- DPW Holdings, Inc. (NYSE American: DPW) (“DPW”) a diversified holding company, today reported financial results for its third quarter ended September 30, 2018.

DPW’s CEO and Chairman Milton “Todd” Ault, III stated, “During the third quarter, we continued to build and monetize our diverse business. Our 159 percent revenue increase reflects growth among our acquisitions in defense, power supply and hospitality. We will continue to foster these and other emerging businesses with the goal of increasing our rate of return.”

“In 2019, we plan to divide our subsidiaries into two groups to enhance our leadership, focus on strategic growth, and increase clarity for our investors. In the Technology Group, we are implementing plans to improve sales and operations, to execute on our $71 million backlog, and to drive toward achieve profitability. In the Finance Group, we are continuing to expand our lending opportunities, reviewing our existing investments and exploring additional investment and acquisition opportunities, as well as leveraging our relationships with industry experts.”

Mr. Ault concluded, “Based on our current portfolio and run rate, we expect 2018 revenue to triple 2017 revenue and 2019 revenue to double 2018 revenue. At the heart of our business, we continually evaluate acquiring undervalued assets and disruptive technologies with a multinational impact that we can monetize to achieve greater value for our shareholders.”

Recent Corporate Highlights:

· Announced that the board of directors approved DPW’s reorganization to simplify management and reporting by separating the portfolio into two groups in 2019:

o DPW Technology Group will focus on advanced technology and manufacturing in industries such as defense and aerospace, power solutions, medical and textiles; and

o DPW Financial Group will focus on lending and investing in areas such as blockchain technologies, hospitality, real estate and other opportunities.

· Hired Kenneth S. Cragun, a financial expert with over 30 years of experience in building financial infrastructure, SEC reporting, cash management and sophisticated technical accounting.

Recent DPW Technology Group Highlights:

· Secured over $15 million in orders for advanced technologies, including:

o $4.3 million order for an advanced missile control system from an Israeli defense and aerospace contractor;

o $4.1 million multi-year order from a top-tier U.S. defense contractor for communications filters; and

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o $5.0 million in orders to develop and manufacture cutting-edge medical automated test and calibration equipment; and

· Technology Group order backlog totaled $71.2 million as of November 12, 2018.

Recent DPW Financial Group Highlights:

· Secured an $85 million construction loan commitment from a New York City-based multinational investment bank and raised $1 million in debt financing for a five-star luxury hotel investment;

· Launched MonthlyInterest.com, an online portal that facilitates investments; and

· Enhanced support for blockchain technologies by entering a $2.5 million revolving loan agreement and by identifying low-cost, renewable power sources for cryptocurrency mining. The hydroelectric dam set to use Technology Group equipment is on track to be operational in December 2018. For the nine months ended September 30, 2018, DPW has mined a total value of $1.5 million in cryptocurrencies, with the proceeds having been allocated to working capital.

Third Quarter 2018 Results of Operations:

· Gross revenue was $8.3 million, increasing by 159 percent from $3.2 million in the third quarter of 2017, reflecting the positive impact from acquisitions in defense manufacturing and hospitality;

· Gross margin was 24.3 percent, compared to 34.0 percent for third quarter of 2017, reflecting increased costs associated in cryptocurrency mining; and

· Net loss was $7.5 million, including non-cash charges of $4.7 million, compared to a net loss of $2.1 million, including non-cash charges of $1.2 million for the third quarter of 2017.

Balance Sheet:

Total assets as of September 30, 2018 were $53.1 million, compared to $53.4 million at June 30, 2018. During the quarter, the Company announced several financing transactions, including a public offering of $25 million of 10% Series A Cumulative Redeemable Perpetual Preferred Stock and initiating a new At the Market Offering (“ATM”) that replaced a prior ATM.

As of September 30, 2018, the investment portfolio included convertible promissory notes, warrants and shares of common stock of $7.9 million in Avalanche International Corp. Under GAAP accounting rules, the value of the warrants and shares of common stock are marked to market on a quarterly basis, which can result in significant fluctuations reflecting the volatility of the value of the underlying asset.

Total stockholders’ equity as of September 30, 2018 was $28.1 million, as compared to $31.5 million at June 30, 2018. 

Full Year 2018 Gross Revenue Guidance

Management updated the 2018 gross revenue expectation to between $29.0 million and $33.0 million, compared to previous guidance of $34 million to $39 million, reflecting the timing of fulfilling backlog.

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Full Year 2019 Gross Revenue Guidance

Management provided 2019 guidance of gross revenue of approximately $60 million with the Technology Group contributing approximately $40 million and the Finance Group contributing approximately $20 million.

Conference Call

DPW will host a conference call at 5:30 P.M. ET on November 15, 2018 to discuss the third quarter 2018 results and provide a business update as well as answer questions. Mr. Ault will be joined by CFO
William B. Horne and CAO Kenneth S. Cragun. Investors and interested parties who wish to participate
on the webcast either online or by calling in must use this link to register prior to 4:30 P.M. ET on November 15, 2018. In addition, links to the press release, conference presentation and webcast replay will be available at www.dpwholdings.com under the Investor Relations section.

About DPW Holdings, Inc.

DPW Holdings, Inc. is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies that hold 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, crypto-mining, 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 Holdings, Inc.’s headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.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. 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.

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