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):  April 13, 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.)

48430 Lakeview Blvd, Fremont, CA 94538-3158
 (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 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
 
On April 13, 2018, DPW Holdings, Inc., a Delaware corporation (the “ Company ”) and Milton C. Ault, III, the Company’s Chief Executive Officer, entered into an Amended and Restated Independent Contractor Agreement (the “ Agreement ”) pursuant to which the parties thereto agreed to amend and restate that certain Independent Contractor Agreement dated September 22, 2016, by and between the Company and Mr. Ault. In accordance with the terms set forth in the Agreement, Mr. Ault shall continue to serve as the Company’s Chief Executive Officer and Chairman of the Board of Directors in consideration of a monthly fee of $33,333.00, effective November 15, 2017. The Agreement shall terminate on April 30, 2018, and may be renewed on a monthly basis by written agreement between the parties thereto.
 
Item 9.01
Financial Statements and Exhibits

(d)
Exhibits:

Exhibit
 
 
No.
 
Description
 
 
 
10.1
 
 
 
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: April 13, 2018
/s/ Milton C. Ault, III
 
Milton C. Ault, III
Chief Executive Officer
 
 
 
Exhibit 10.1

AMENDED AND RESTATED INDEPENDENT CONTRACTOR AGREEMENT

This Amended and Restated Independent Contractor Agreement (the “ Agreement ”) dated April 13, 2018 between Milton C. Ault III (the “ Consultant ”) and DPW Holdings, Inc., a Delaware corporation f/k/a Digital Power Corporation (the “ Company ”) amends and restates that certain Independent Contractor Agreement between the foregoing parties dated September 22, 2016 (the “ Original Agreement ”).

WHEREAS , the Company and the Consultant wish to amend and restate the Original Agreement by the execution and delivery of this Agreement:

NOW, THEREFORE , in consideration of the mutual premises, covenants and agreements hereinafter set forth, the Parties agree as follows:

1.
Amendment of Section 1.   Section 2 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

1.              Background and Purpose . Subject to the terms and conditions of this Agreement, the Company hereby engages Consultant as an independent contractor to assist the Company in in developing a business strategy, identifying new business opportunities, developing a capital raising program and developing and implementing a capital deployment program. Consultant shall also assist the Company as to matters as requested by the Board of Directors and/or President as requested from time to time. Consultant shall be the Company’s Chief Executive Officer and Chairman of the Board of Directors.

2.
Amendment of Section 2.   Section 2 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“2.
Duties and Compensation . For his services, Consultant will be paid a monthly fee of $33,333.00 per month effective November 15, 2017.”

3.
Amendment of Section 5.   Section 5 of the Original Agreement is hereby amended and restated in its entirety to read as follows:

“5.
Term and Termination . This Agreement shall terminate on April 30, 2018 but may be renewed on a monthly basis by written agreement by the parties. The provisions of Sections 4 and 12 shall survive the termination of this Agreement.”

4.
Defined Terms.   Capitalized terms not otherwise defined herein shall have the meaning set forth in the Original Agreement.

5.
No Other Amendments . Except as amended hereby, the Original Agreement shall remain unmodified and is hereby ratified in all respects.

6.
Counterparts.   This Amendment may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original and all of which shall constitute one and the same instrument.  Facsimile signatures or signatures on a pdf document shall be considered original signatures.



[Signatures appear on next following page]
 
 
IN WITNESS WHEREOF , the Parties have caused their respective signature page to this Agreement to be duly executed as of the date first written above.
  
  
 
DPW HOLDINGS, INC.
 
       
       
 
By:
/s/ William B. Horne
 
 
Name:
William B. Horne
 
 
Title:
Chief Financial Officer
 
       
       
       
       
   
MILTON C. AULT IIII
 
       
       
 
By:
/s/ Milton C. Ault, III
 
 
Name:
Milton C. Ault III
 
 
Title:
Chief Executive Officer