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):  May 23, 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 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 1.01 Entry into a Material Definitive Agreement.

Acquisition of Enertec Management Ltd.

As previously reported in a Current Report on Form 8-K filed by DPW Holdings, Inc. (the “ Company ”) on January 2, 2018, Coolisys Technologies Inc., a Delaware corporation and wholly owned subsidiary of the Company (“ Coolisys ”), entered into a Share Purchase Agreement dated December 31, 2017 (the “ Enertec   Agreement ”) with Micronet Enertec Technologies, Inc., a Delaware corporation (“ MICT ”), Enertec Management Ltd., an Israeli corporation and wholly owned subsidiary of MICT (“ EML ” and, together with MICT, the “ Seller Parties ”), and Enertec Systems 2001 Ltd., an Israeli corporation and wholly owned subsidiary of EML (“ Enertec ”).  On May 23, 2018, Coolisys acquired Enertec subject to the terms and conditions set forth in the Enertec Agreement (the “ Acquisition ”) for an aggregate purchase price of $5,250,000, which includes a deduction of (i) a closing debt of $288,439 in excess of the Allowed Company Debt to be assumed by the Company (as defined in the Enertec Agreement) of $4,000,000 and (ii) $189,041 in Intercompany Accounts (as defined in the Enertec Agreement) for a total cash payment of $4,777,520.

At the closing of the Acquisition (the “ Closing ”), the Company, Coolisys, Enertec, MICT and David Lucatz, Chairman, President and Chief Executive Officer of MICT, entered into a three year consulting agreement (the “ Consulting Agreement ”) pursuant to which MICT, through Mr. Lucatz, shall provide certain services to Enertec in consideration of (i) an annual fee of $150,000 and (ii) an aggregate of 150,000 restricted shares of the Company’s Class A common stock (the “ Restricted Shares ”), of which 50,000 vests one day following the Closing (the “ Grant Date ”), 50,000 vests one year following the Grant Date, and 50,000 vests two years following the Grant Date.  The issuance of the restricted shares is subject to the approval of the NYSE American.

The foregoing descriptions of the Enertec Agreement and the Consulting Agreement do not purport to be complete and are qualified in their entirety by reference to the Enertec Agreement and the form of Consulting Agreement which are annexed hereto as Exhibits 2.1 and 10.1 , respectively, to this Current Report on Form 8-K and are incorporated herein by reference.  The Enertec Agreement has been included to provide investors and stockholders with information regarding its terms.  It is not intended to provide any other factual information about the Company, Coolisys, Enertec, EML or MICT.  The Enertec Agreement contains representations and warranties that the parties to the Enertec Agreement made to and solely for the benefit of each other, and the assertions embodied in such representations and warranties are qualified by information contained in confidential disclosure schedules that the parties exchanged in connection with signing the Enertec Agreement.  Accordingly, investors and stockholders should not rely on such representations and warranties as characterizations of the actual state of facts or circumstances, since they were only made as of the date of the Agreement (or such other date as specified therein) and are modified in important part by the underlying disclosure schedules.

Item 7.01 Regulation FD Disclosure.

On May 23, 2018, the Company issued a press release announcing that it had closed the Acquisition, 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.


Item 9.01 Exhibits and Financial Statements.
 
(d)            Exhibits:
 
Exhibit
No.
 
Description
 
 
 
2.1
 
10.1
 
99.1
 

* Incorporated by reference to the Current Report on Form 8-K filed by the registrant on January 2, 2018.
 
 
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: May 23, 2018
/s/ William Horne
 
William Horne
Chief Financial Officer
 
 

Exhibit 99.1

 
 
DPW Holdings’ Coolisys Technologies Completes Acquisition of Enertec Systems
Enertec Systems is Israel’s Largest Private Manufacturer of Military Electronic Systems
 
Newport Beach, Calif., May 23, 2018 (GLOBE NEWSWIRE) -- DPW Holdings, Inc. (NYSE American: DPW) ("DPW" or the "Company"), a diversified holding company, announced today that one of the Company’s subsidiaries, Coolisys Technologies, Inc., a technology-centric company dedicated to servicing the defense and aerospace sectors as well as industrial and medical sector businesses worldwide has completed the acquisition of Enertec Systems 2001 Ltd. ("Enertec"),   a 22 year-old private company,  Israel’s largest private developer and manufacturer of specialized electronic systems for the aerospace and defense markets. Enertec generated over $8 million in annual revenue for its fiscal year ended December 31, 2017.

Enertec is recognized for providing multi-purpose turnkey systems designed to serve in harsh environments and battlefield conditions. Applications and products include mission computers, missiles launchers, command and control systems, automatic testing systems and power supply systems. Products and solutions are implemented in land and naval combat electronic systems, command and control centers, simulators and missiles systems. Enertec also provides precise calibrated solutions for medical OEMs. The acquisition of Enertec expands Coolisys' advanced technology development as well as its manufacturing footprint and increases Coolisys’ capabilities with the addition of over 70 skilled employees, most of whom are engineers with proven military experience. Enertec was a subsidiary of Micronet Enertec Technologies, Inc., an entity until recently listed on the Nasdaq Capital Market ("MICT").

Commenting on the transaction, Coolisys’ President and CEO Amos Kohn stated, "The purchase of Enertec marks a major step in continuing to execute our acquisition growth strategy in 2018. We are very pleased that, through this strategic acquisition, we will realize an increase in our sales revenues, an expansion of our customer base, and Coolisys will benefit from Enertec's innovative technology. Additionally, Coolisys will increase its technological and manufacturing capabilities, thereby positioning itself as an advanced aerospace and defense technology supplier for major strategic defense programs. Further, Enertec may provide synergistic opportunities that Coolisys may leverage through its worldwide divisions and affiliated entities. We strongly believe that the acquisition of Enertec will also invigorate Coolisys’ endeavors in the growing medical and commercial electronics sectors in both international and domestic markets." Mr. Kohn added, "Coolisys, with Enertec’s assistance, will target the U.S. Department of Defense's Foreign Military Sales (FMS) and Military Financing (FMF) programs as well as expand its sales by offering its new product and services portfolios to other global defense markets such as India, members of NATO, other countries and agencies."
 

Coolisys paid to the seller $4,772,520 in cash and assumed $4,288,439 revolving debt of Enertec to certain banks. Concurrently with the closing of the transaction, Coolisys made certain cash payment s to reduce the revolving credit lines to Enertec from certain banks and to support Enertec’s longer-term manufacturing contracts.

ABOUT DPW HOLDINGS, INC.
Headquartered in Newport Beach, CA, DPW Holdings, Inc. ( www.DPWHoldings.com ), is a diversified holding company with a growth strategy of acquiring undervalued assets, disruptive technologies, sustainable solutions, and exciting ventures for incubation and development to their full potential for long-term growth and investor returns.

DPW, through its wholly-owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing world-class technology-based solutions for critical applications and lifesaving services, in which innovation is the main driver. Coolisys serves the defense, aerospace, naval, homeland security, medical, telecom, datacom, and industrial markets. Its growth strategy targets core markets that are characterized by “high barriers to entry” and that require specialized products and services that are not likely to be commoditized. Through its portfolio companies, Coolisys develops and manufactures cutting-edge switching power products and power solutions utilizing its customized digital power management and resonant topology to achieve the highest efficiency and highest density power converters and inverters; specialized complex airborne high-frequency, radio frequency (RF), and microwave detector-log video amplifiers (DLVA); very high-frequency filters; and naval power conversion and distribution equipment. Coolisys provides its technology and services through its three primary groups: the Power Solutions Group (PSG); the Defense and Aerospace Solutions Group (DSG); and the Advanced Service Industries (ASI) Group. Coolisys manages five divisions, including Digital Power Corporation, www.DigiPwr.com , a leading provider of power electronics technology based in Northern California; Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com , a designer and manufacturer of power distribution systems primarily for Naval use based in Salisbury, UK; Microphase Corporation, www.MicroPhase.com   , a designer and manufacturer of microwave electronics technology based in Shelton, CT; Power-Plus Technical Distributors, www.Power-Plus.com , a value-added distributor based in Sonora, CA ; and Enertec Systems, a developer and manufacturer of specialized advanced electronic systems for the defense and aerospace sectors based in Karmiel, Israel .
 

Digital Power Lending, LLC, www.DigitalPowerLending.com , a wholly owned subsidiary of the Company, is based in Fremont, CA, and is a California private lending company operating under Financial Lender’s License ##60DBO-77905 dedicated to strategically providing capital to small and middle size businesses for an equity interest in addition to loan fees and interest. Super Crypto Mining, Inc. www.SuperCryptoMining.com is a wholly-owned subsidiary of the Company, is based in Fremont CA that leverages its engineering expertise and existing locations to create crypto currency mining facilities across the globe. Super Crypto Mining, Inc. operates the branded division, Super Crypto Power, www.SuperCryptoPower.com . Excelo, LLC,   www.Excelo.com , a wholly-owned subsidiary of the Company, is a national search firm specializing in fulfilling strategic executive, professional and hi-tech placements for businesses delivering world-class services. DPW Holdings, Inc.’s headquarters is located at 201 Shipyard Way, Suite E, CA 92663; www.DPWHoldings.com . For Investor inquiries: IR@DPWHoldings.com or 1-888-753-2235.

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, including statements regarding the acquisition and the ability to consummate the acquisition. 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 .