0001214659-18-007862.txt : 20181231 0001214659-18-007862.hdr.sgml : 20181231 20181231163019 ACCESSION NUMBER: 0001214659-18-007862 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181231 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement FILED AS OF DATE: 20181231 DATE AS OF CHANGE: 20181231 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DPW Holdings, Inc. CENTRAL INDEX KEY: 0000896493 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679] IRS NUMBER: 941721931 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12711 FILM NUMBER: 181260052 BUSINESS ADDRESS: STREET 1: 201 SHIPYARD WAY CITY: NEWPORT BEACH STATE: CA ZIP: 92663 BUSINESS PHONE: 5106572635 MAIL ADDRESS: STREET 1: 201 SHIPYARD WAY CITY: NEWPORT BEACH STATE: CA ZIP: 92663 FORMER COMPANY: FORMER CONFORMED NAME: DIGITAL POWER CORP DATE OF NAME CHANGE: 19960823 8-K 1 j12311808k.htm

 

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 31, 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:

 

 ☐          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 2.04Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

 

On October 10, 2018 and November 29, 2018, respectively, DPW Holdings, Inc. (the “Company”) issued two unsecured Promissory Notes (the “October Note” and the “November Note” and collectively, the “Notes”) to Cavalry Fund I LP (“Cavalry”).

 

We received a notice of default (the “Notice”) from Cavalry on December 21, 2018 contending that the October Note was in default because (i) the Company had not repaid the October Note by December 8, 2018 and (ii) of certain other events of default related to the November Note. Cavalry stated in the Notice that it will commence litigation against the Company unless it has been paid the sum of $888,150 plus interest by December 31, 2018.

 

Prior to receipt of the Notice from Cavalry, the Company was attempting to reach a negotiated settlement with Cavalry. Notwithstanding receipt of the Notice, the Company hopes to continue to work with Cavalry to settle its obligations under the Cavalry Note. The Company intends to vigorously defend its position should a mutually amicable resolution prove unattainable.

 

 

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 31, 2018 /s/ Milton C. Ault III
 

Milton C. Ault III

Chief Executive Officer