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 27, 2018 (December 21, 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)
(510) 657-2635
(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))
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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On December 21, 2018, DPW Holdings, Inc. (the “Company”) filed with the Delaware Secretary of State a Certificate of Elimination eliminating its Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock (collectively, the “Preferred Shares”) and returning them to authorized but undesignated shares of the Company’s preferred stock. None of the Preferred Shares was outstanding. The effective date of the Certificate of Elimination was December 21, 2018. The text of the Certificate of Elimination is attached to this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01 | Exhibits and Financial Statements. |
(d) Exhibits:
|
Exhibit No. |
Description | |
| 3.1 | Certificate of Elimination |
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 hereunto duly authorized.
| DPW HOLDINGS, INC. | |
| Dated: December 27, 2018 | /s/ Milton C. Ault III |
|
Milton C. Ault III Chief Executive Officer |
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF THE
CERTIFICATES OF DESIGNATIONS
OF
PREFERRED STOCK
OF
DPW HOLDINGS, INC.
Pursuant to Section 151(g)
of the General Corporation Law
of the State of Delaware
DPW Holdings, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Company”), in accordance with the provisions of Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), hereby certifies as follows:
FIRST: Pursuant to the Company’s Certificate of Incorporation, the Company is authorized to issue 25,000,000 shares of preferred stock, par value $0.001 per share.
SECOND: On September 25, 2017, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Digital Power Corporation, a California Corporation (“Digital California”), pursuant to which Digital California was merged with and into the Company (the “Merger”). On December 29, 2017 (the “Effective Time”), the Merger became effective with the filing of the Certificate of Merger (the “Certificate of Merger”) with the Secretary of State of the State of Delaware. Pursuant to the Certificate of Merger and Article III of the Merger Agreement, upon the Effective Time, the following series of preferred stock of Digital California were converted into shares of preferred stock of the Company following the below manners:
| a) | Each outstanding share of Series B Preferred Stock of Digital California, no par value per share (the “Old Series B Preferred Stock”), of Digital California was converted into one share of Series B Preferred Stock of the Company (the “New Series B Preferred Stock”), which New Series B Preferred Stock was identical in all respects to the Old Series B Preferred Stock, with the exception of the par value of such shares; |
| b) | Each outstanding share of Series C Preferred Stock of Digital California, no par value per share (the “Old Series C Preferred Stock”), of Digital California was converted into one share of Series C Preferred Stock of the Company (the “New Series C Preferred Stock”), which New Series C Preferred Stock was identical in all respects to the Old Series C Preferred Stock, with the exception of the par value of such shares. |
| c) | Each outstanding share of Series D Preferred Stock of Digital California, no par value per share (the “Old Series D Preferred Stock”), of Digital California was converted into one share of Series D Preferred Stock of the Company (the “New Series D Preferred Stock”), which New Series D Preferred Stock was identical in all respects to the Old Series D Preferred Stock, with the exception of the par value of such shares. |
| d) | Each outstanding share Series E Preferred Stock of Digital California, no par value per share (the “Old Series E Preferred Stock”), of Digital California was converted into one share of Series E Preferred Stock of the Company (the “New Series E Preferred Stock”), which New Series E Preferred Stock was identical in all respects to the Old Series E Preferred Stock, with the exception of the par value of such shares. |
THIRD: as of November 28, 2018, there were 125,000 shares of the New Series B Preferred Stock outstanding; no shares of the New Series C Preferred Stock outstanding; no shares of the New Series D Preferred Stock outstanding; and no shares of the New Series E Preferred Stock outstanding;
FOURTH: pursuant to a unanimous written consent dated November 28, 2018, the Board of Directors of the Company duly adopted the following resolutions approving the proposed elimination of the Designated Preferred Stock (as defined below) as follows:
RESOLVED, that the Certificates of Designations (the “CODs”) of the shares of the New Series C Preferred Stock, the New Series D Preferred Stock and the New Series E Preferred Stock (collectively the “Designated Preferred Stock”) shall be eliminated as soon as practicable through the filing of a Certificate of Elimination pursuant to Section 151(g) of the DGCL with the office of the Secretary of State of the State of Delaware (the “Certificate”); and be it further
RESOLVED, that the Chief Executive Officer and the Chief Financial Officer (the “Authorized Officers”) be, and each of them individually hereby is, authorized and directed in the name and on behalf of the Company to file the Certificate with the office of the Secretary of State of the State of Delaware setting forth a copy of these resolutions whereupon all matters set forth in the Certificate of Designations of the Designated Preferred Stock shall be eliminated from the Company’s Certificate of Incorporation; and be it further
RESOLVED, that the Authorized Officers of the Company be, and each of them individually hereby is, authorized and directed in the name and on behalf of the Company to take all other actions and to execute and deliver such other documents, in addition to those set forth in the foregoing resolutions, as they may deem necessary or advisable in order to effect the purposes of the foregoing resolutions, and that all such actions heretofore so taken be, and they hereby are, in all respects ratified, confirmed and approved; and be it further
RESOLVED, that all acts of the Authorized Officers of the Company, whether heretofore or hereafter taken or done, which are in conformity with the purposes and intent of the foregoing resolutions shall be, and the same hereby are, in all respects ratified, confirmed and approved; and be it further
FIFTH: In accordance with Section 151(g) of the DGCL, the shares that were designated as Designated Preferred Stock hereby are returned to the status of authorized but unissued shares of the preferred stock of the Company, without designation as to series.
IN WITNESS WHEREOF, the Company has caused this Certificate of Elimination to be signed by its duly authorized officer on the 21st day of December, 2018.
| DPW HOLDINGS, INC. | ||
| By: | /s/ William B. Horne | |
| Name: | William B. Horne | |
| Title: | Chief Financial Officer | |