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): July 30, 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.
On July 30, 2018, Digital Power Lending, LLC (“DPL”), a wholly-owned subsidiary of DPW Holdings, Inc., entered into Amendment No. 2 (the “Purchase Agreement Amendment”) to the securities purchase agreement, dated May 23, 2018, as amended by Amendment No. 1 thereto dated June 28, 2018, among DPL, I.AM INC. (“I.AM”), David J. Krause and Deborah J. Krause (collectively with David J. Krause, the “I.AM Stockholders”). Pursuant to the Purchase Agreement Amendment, the deadline for the parties to enter into a management agreement between I.AM and a separate management company formed and operated by the I.AM Stockholders was extended to August 31, 2018.
The foregoing description of the Purchase Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of such agreement filed as an exhibit to this Form 8-K.
Item 9.01 Exhibits and Financial Statements.
(d) Exhibits
|
Exhibit No. |
Description | |
| 10.1 | Amendment No. 2 to Securities Purchase Agreement, dated July 30, 2018, among Digital Power Lending, LLC, I.AM INC., David J. Krause, and Deborah J. Krause |
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: August 3, 2018 | /s/ William Horne |
|
William Horne Chief Financial Officer |
Exhibit 10.1
AMENDMENT NO. 2 TO SECURITIES PURCHASE AGREEMENT
This Amendment No. 2 to Securities Purchase Agreement (this “Amendment”) dated this 30th day of July, 2018, by and among I.AM INC., a Nevada corporation (the “Company”), David J. Krause, an individual (individually, a “Company Stockholder”), Deborah J. Krause, an individual (a “Company Stockholder” and with David J. Krause, the “Company Stockholders”) and Digital Power Lending, LLC, a California limited liability company (the “Purchaser”).
W I T N E S S E T H:
WHEREAS, the Company, the Company Stockholders, and the Purchaser are party to a securities purchase agreement, dated May 23, 2018, as amended by Amendment No. 1 thereto, dated June 28, 2018 (as amended, the “Purchase Agreement”);
WHEREAS, the Company, the Company Stockholders, and the Purchaser desire to amend the Purchase Agreement as more particularly set forth below;
WHEREFORE, the parties do hereby agree as follows:
1. The last sentence of Section 4.4 of the Purchase Agreement is hereby amended and restated in its entirety to read as follows:
In the event that the Management Agreement is not entered into by August 31, 2018, then on September 4, 2018, (i) the Purchaser shall return to the Company for cancellation, all Shares owned by the Purchaser, in return for which Purchaser shall receive a full refund of the Purchase Price; and (ii) the Company shall sell to the Company Stockholders, and the Company Stockholders shall purchase from the Company, shares of Common Stock in an aggregate amount equal to the number of shares returned to the Company for cancellation by the Purchaser (allocated between the Company Stockholders in such amounts that following such sale, each Company Stockholder will own an equal amount of shares of the Company’s Common Stock, or as otherwise agreed to between the Company Stockholders), at a purchase price of $1.00 per share.
2. Except as modified herein, the terms of the Purchase Agreement shall remain in full force and effect.
3. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and shall be binding upon all parties, their successors and assigns, and all of which taken together shall constitute one and the same Amendment. A signature delivered by facsimile shall constitute an original.
[Signature Page Follows]
| 1 |
IN WITNESS WHEREOF , the parties have executed this Amendment as of the date first written above.
i.am inc.
By: /s/ David J. Krause
Name: David J. Krause
Title: CEO
DIGITAL POWER LENDING, LLC
By: /s/ William Corbett
Name: William Corbett
Title: Manager
/s/ David J. Krause
David J. Krause
/s/ Deborah J. Krause
Deborah J. Krause
2