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): August 17, 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 1.01 Entry into a Material Definitive Agreement.
Effective August 17, 2018, DPW Holdings, Inc.’s wholly-owned subsidiary, Digital Power Lending, LLC entered into an amendment to its agreement, dated June 14, 2018, as amended on June 29, 2018, and July 16, 2018, to organize and operate a joint venture (the “Agreement”) with QPAGOS and Innovative Payment Systems, Inc. to extend the expected closing date of the Agreement to on or before August 31, 2018.
The foregoing description of the extension of Agreement 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 | Extension of Agreement to Organize and Operate a Joint Venture dated August 17, 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: August 23, 2018 | /s/ William Horne |
|
William Horne Chief Financial Officer |
Exhibit 10.1
Extension of Agreement to Organize
and
Operate A Joint Venture
Pursuant to ARTICLE X, TERMINATION, the Parties hereto to that certain Agreement to Organize and Operate a Joint Venture dated June 14, 2018 (“Agreement”), as amended on June 29, 2018, and July 16, 2018, hereby agree to extend the Closing Date of the Agreement up to and including Friday, August 31, 2018.
All other terms of the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement with an effective date of August 17, 2018.
| Digital Power Lending, LLC | |||
| By: | /s/ William Corbett | ||
| William Corbett, Manager | |||
| QPAGOS | |||
| By: | /s/ Gaston Pereira | ||
| Gaston Pereira, Chief Executive Officer | |||
| Innovative Payment Systems, Inc. | |||
| By: | /s/ Greg Rovner | ||
| Greg Rovner | |||