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): January
19, 2021
AULT GLOBAL
HOLDINGS, INC.
(Exact name of registrant as specified in
its charter)
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Delaware
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001-12711
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94-1721931
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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11411 Southern Highlands Parkway, Suite
240, Las Vegas, NV 89141
(Address of principal executive offices)
(Zip Code)
(949) 444-5464
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section
12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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DPW
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NYSE American
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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 o
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. o
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ITEM 1.01
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
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Effective January
19, 2021, DPW Holdings, Inc., a Delaware corporation (the “Company”) changed its corporate name from DPW Holdings,
Inc., to Ault Global Holdings, Inc. (the “Name Change”). The Name Change was effected through a parent/subsidiary
short form merger pursuant to an Agreement and Plan of Merger dated January 7, 2021 (the “Merger Agreement”).
In accordance with the Merger Agreement, the Company’s wholly owned subsidiary, AGH Merger Sub, Inc., a Delaware corporation
formed solely for the purpose of the Name Change (“Merger Sub”) merged with and into the Company (the “Merger”)
pursuant to Section 253 of the General Corporate Law of the State of Delaware (the “DGCL”). The Company
is the surviving corporation.
The Company’s
Board of Directors (the “Board”) approved the Merger on January 7, 2021, for the purpose of the Name Change.
To effectuate the Merger, the Company filed a Certificate of Ownership and Merger (the “Certificate of Merger”)
with the Secretary of State of the State of Delaware on January 8, 2021. In accordance with
Section 253 of the DGCL, stockholder approval
of the Merger was not required.
The Merger and
resulting Name Change do not affect the rights of security holders of the Company. The Company’s common stock will continue
to be quoted on the NYSE American under the symbol “DPW”. Following the Name Change, existing stock certificates, which
reflect the Company’s prior corporate name, will continue to be valid. Certificates reflecting the new corporate name will
be issued in due course as old stock certificates are tendered for exchange or transfer to the Company’s transfer agent.
Concurrently with
the Name Change, William B. Horne was appointed as Chief Executive Officer of the Company and remains as Vice Chairman of the Board.
Milton C. Ault, III, continues to serve as Executive Chairman of the Board. In place of Mr. Horne, Henry Nisser was appointed President
of the Company and remains as General Counsel.
The Merger did
not affect any of the Company’s material contracts with any third parties, and the Company’s rights and obligations
under such material contractual arrangements continue to be rights and obligations of the Company after the Merger. With the exception
of the aforementioned executive officers, the Merger did not result in any change in headquarters, business, jobs, management,
location of any of the offices or facilities, number of employees, assets, liabilities or net worth of the Company. With the except
of the Name Change, there were no changes to the Company’s bylaws.
The foregoing descriptions of the Merger
Agreement and the Certificate of Merger are qualified in their entirety by reference to the full text of the Merger Agreement and
the Certificate of Merger, copies of which are filed as Exhibits 2.1 and 3.1, respectively, to this Current Report on Form 8-K
and incorporated herein by reference.
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ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS;
COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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The information
contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 5.02.
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ITEM 5.03
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AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR.
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The information
contained in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference to this Item 5.03.
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ITEM 7.01
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REGULATION FD DISCLOSURE
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On January 19, 2021, the Company issued
a press release announcing its Name Change from DPW Holdings, Inc., to Ault Global Holdings, Inc. A copy of the 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.
The Securities and Exchange Commission
encourages registrants to disclose forward-looking information so that investors can better understand the future prospects of
a registrant and make informed investment decisions. This Current Report on Form 8-K and exhibits may contain these types of statements,
which are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995,
and which involve risks, uncertainties and reflect the Registrant’s judgment as of the date of this Current Report on Form
8-K. Forward-looking statements may relate to, among other things, operating results and are indicated by words or phrases such
as “expects,” “should,” “will,” and similar words or phrases. These statements are subject
to inherent uncertainties and risks that could cause actual results to differ materially from those anticipated at the date of
this Current Report on Form 8-K. Investors are cautioned not to rely unduly on forward-looking statements when evaluating the information
presented within.
Where You Can Find Additional Information
Investors and security holders will be
able to obtain documents filed with the Securities and Exchange Commission free of charge at the Commission’s website, www.sec.gov. Security
holders may also read and copy any reports, statements and other information filed by the Company with the Commission, at the SEC
public reference room at 100 F Street, N.E., Washington D.C. 20549. Please call the Commission at 1-800-SEC-0330 or
visit the Commission’s website for further information on its public reference room.
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ITEM 9.01
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FINANCIAL STATEMENTS AND EXHIBITS
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SIGNATURE
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.
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AULT GLOBAL HOLDINGS, INC.
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Dated: January 19, 2021
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/s/ Henry Nisser
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Henry Nisser
President and General Counsel
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-4-
Exhibit 2.1
Delaware
Page 1 The First State ,a,TellDeYaW.aBhLLi Ct ,aSeCDe6ADYai 1aS6A6eai 1a65eaS6A6eai la
7eLAWADe,a7i a5eDeBYaCeD6 1Ya65eaA66AC5e7a SaAa6DheaA87aCi DDeC6a Ci OYai 1a65eaCeD6
1 CA6eai laNtDueD,aW5 C5aNtDueSn "AGH MERGER SUB, INC.", A DELAWARE CORPORATION,
WITH AND INTO "DPW HOLDINGS, INC." UNDER THE NAME OF "AULT GROBAL HOLDINGS,
INC.", A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE,
AS RECEIVED AND FILED IN THIS OFFICE ON THE EIGHTH DAY OF JANUARY, A.D. 2021, AT 5:31
O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID
CERTIFICATE OF MERGER IS THE NINETEENTH DAY OF JANUARY, A.D. 2021 AT 12:01 O'CLOCK A.M.
M Authentication: 202260470 SR# 20210066177 Date: 01-11-21 You may verify this certificate
online at corp.delaware.gov/authver.shtml State of Delaware Secretary of State Division
of Corporations Delivered 05:31 PM 01/08/2021 FILED 05:31 PM 01/08/2021 CERTIFICATE OF
OWNERSHIP AND MERGER SR 20210066177 - File Number merging AGH MERGER SUB, INC., a Delaware
Corporation, with and into DPW HOLDINGS, INC., a Delaware corporation (Pursuant to Section
253 of the General Corporation Law of the State of Delaware) DPW Holdings, Inc., a Delaware
corporation (the "Corporation"), does hereby certify to the following facts
relating to the merger (the "Merger") of AGH Merger Sub, Inc., a Delaware corporation
(the "Subsidiary"), with and into the Corporation, with the Corporation remaining
as the surviving corporation under the name of Ault Global Holdings, Inc.: FIRST: The
Corporation is incorporated pursuant to the General Corporation Law of the State of Delaware
(the "DGCL"). The Subsidiary is incorporated pursuant to the DGCL. SECOND:
The Corporation owns all of the outstanding shares of common stock, par value $0.001
per share, of the Subsidiary. THIRD: The Board of Directors of the Corporation, by resolutions
duly adopted by the Board of Directors by written consent on January 7, 2021, determined
to merge the Subsidiary with and into the Corporation pursuant to Section 253 of the
DGCL, which resolutions are in the following words: "WHEREAS, the Corporation owns
all of the issued and outstanding capital stock of AGH Merger Sub, Inc., a Delaware corporation
(the "Subsidiary"), and has determined it to be in the best interests of the
Corporation and its stockholders to merge the Subsidiary with and into the Company in
a statutory short form merger (the "Name Change Merger") in connection with
which the name of the Corporation shall be changed to "Ault Global Holdings, Inc."
pursuant to the Agreement and Plan of Merger (the "Name Change Merger Agreement"
and the related Certificate of Ownership and Merger (the "Name Change Certificate
of Merger") in accordance with the provisions of Section 253 of the Delaware General
Corporation Law, in which the Corporation will be the surviving corporation of such Name
Change Merger. NOW, THEREFORE, BE IT RESOLVED, that the Name Change Merger is hereby
adopted and approved in all respects, and it is further; RESOLVED, that the terms and
conditions, and the execution, delivery and performance, of the Name Change Merger Agreement
and the Name Change Certificate of Merger be, and the same hereby are, adopted and approved
in all respects, and the Name Change Merger, the Name Change Certificate of Merger, the
other transactions contemplated by the Name Change Merger Agreement, and all other actions
or matters necessary or appropriate to give effect to the foregoing be, and the same
hereby are, adopted and approved in all respects; and that the Corporation's Chief Executive
Officer, President and Executive Vice President (the "Authorized Officers")
be, and each of them acting singly hereby is, authorized, empowered and directed, for
and on behalf of the Corporation and in its name, to execute, acknowledge and deliver
the Name Change Merger Agreement and the Name Change Certificate of Merger, such execution
and delivery to be conclusive evidence that such Name Change Merger Agreement and the
Name Change Certificate of Merger so executed and delivered, and the transactions contemplated
thereby, are authorized by this resolution, and it is further RESOLVED, that the Authorized
Officers be, and each of them hereby is, authorized to execute and deliver any and all
other documents as may be required to carry out the resolutions herein, including, but
not limited to, certificates, affidavits, application, notices, and any document (including
exhibits or schedules) pursuant thereto or to be delivered therewith (collectively, with
the Name Change Merger Agreement and the Name Change Certificate of Merger, the "Name
Change Merger Related Documents"), such approvals to be conclusively evidenced by
the execution, delivery or indication thereof, and it is further; RESOLVED, that the
Authorized Officers be, and each of them hereby is, authorized to take or cause to be
taken any and all other action, including, without limitation, the execution, acknowledgement,
filing, amendment and delivery of any and all papers, agreements, documents, instruments
and certificates, as such officer may deem necessary or advisable to carry out and perform
the obligations of the Corporation in connection with the transactions contemplated by
the Name Change Merger and the Name Change Merger Related Documents including, but not
limited to, any actions required in coordination with any governmental entity, and to
otherwise carry out the purposes and intent of the foregoing resolutions; the performance
of any such acts and the execution, acknowledgement, filing and delivery by such officer
of any such papers, agreements, documents, instruments and certificates shall conclusively
evidence their authority therefor, and it is further; RESOLVED, that that all actions,
executions, and delivery of documents instruments and agreements taken by any officer
of the Corporation prior to this date relating to the purpose and intent of the foregoing
resolution be, and they hereby are, in all respects approved, ratified, confirmed and
adopted as the official acts and deeds of the Corporation, and it is further; RESOLVED,
that this unanimous written consent may be executed in one or more counterparts may be
delivered to the Corporation by facsimile or by an e-mail which contains a portable document
format (.pdf) file of an executed signature page, and it is further; RESOLVED, that the
Secretary or any Assistant Secretary or any other officer of this Corporation, be, and
hereby is, authorized to certify as to the adoption of any or all of the foregoing resolutions."
Such resolutions have not been modified or rescinded and are in full force and effect
on the date hereof. FOURTH: The Corporation shall be the surviving corporation. FIFTH:
The Certificate of Incorporation of the Corporation as in effect immediately prior to
the effective time of the Merger shall be the certificate of incorporation of the surviving
corporation, except that the text of paragraph 1 thereof shall be deleted in its entirety
and replaced by substituting in lieu of said paragraph 1 the following new paragraph
1 as follows: "1. The name of the corporation is Ault Global Holdings, Inc. (hereinafter,
the "Corporation")." SIXTH: The Merger shall become effective at 12:01
am Eastern Time on January 19, 2021. [Signature page follows.] IN WITNESS WHEREOF, the
Corporation has caused this Certificate of Ownership and Merger to be executed by its
duly authorized officer this 7th day of January, 2021. DPW HOLDINGS, INC. By: /s/ Milton
C. Ault, III Name: Milton C. Ault, III Title: Chief Executive Officer
Exhibit 3.1
AGREEMENT AND PLAN OF MERGER
THIS AGREEMENT
AND PLAN OF MERGER (this “Agreement”) is made as of January 7, 2021, by and between DPW Holdings, Inc.,
a Delaware corporation (the “Parent Corporation”), and AGH Merger Sub, Inc., a Delaware corporation (the “Subsidiary
Corporation”). The Parent Corporation and the Subsidiary Corporation are collectively referred to as the “Constituent
Corporations.”
RECITALS:
WHEREAS, each
of the Constituent Corporations is a corporation duly organized and existing under the laws of the State of Delaware;
WHEREAS, the
Subsidiary Corporation has an authorized capitalization consisting of 1,000 shares of common stock, $0.001 par value per share
(“Common Stock”), of which 1,000 shares of Common Stock are issued and outstanding, and no other shares of capital
stock authorized;
WHEREAS, the
Parent Corporation owns 100% of the outstanding shares of Common Stock;
WHEREAS, the
Board of Directors of the Parent Corporation has determined that it is desirable and in the best interests of the Subsidiary Corporation
to merge with and into the Parent Corporation (the “Merger”), pursuant to Section 253 of the General Corporate
Law of the State of Delaware (the “DGCL”), on the terms and subject to the conditions set forth herein;
WHEREAS, upon
the consummation of the Merger, the Parent Corporation will change its name to “Ault Global Holdings, Inc.” (the “Name
Change”); and
WHEREAS, the
Merger is intended to qualify as a reorganization pursuant to Section 368 of the Internal Revenue Code, as amended (the “Code”).
NOW, THEREFORE,
in consideration of the mutual covenants contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
ARTICLE I
1.1 At
the Effective Time (as defined below), Subsidiary Corporation shall be merged with and into Parent Corporation in the Merger. Upon
effectiveness of the Merger, the separate existence of Subsidiary Corporation shall cease and Parent Corporation shall continue
as the surviving corporation, unaffected and unimpaired by the Merger, with all the rights, privileges, immunities and powers and
subject to all the duties and liabilities of a corporation organized under the DGCL.
1.2 The
Merger shall become effective at 12:01 am Eastern Time on January 19, 2021 (the “Effective Time”), pursuant
to the Certificate of Ownership and Merger in the form attached hereto as Exhibit A (the “Merger
Certificate”), with the Secretary of State of the State of Delaware.
ARTICLE II
2.1 The
Certificate of Incorporation of the Parent Corporation, as amended and in effect immediately prior to the Merger shall be and remain
the Certificate of Incorporation of Parent Corporation, except that the Certificate of Incorporation of the Parent Corporation
shall be amended solely to effect the Name Change, and paragraph 1 of the Certificate of Incorporation of the Parent Corporation
shall be deleted in its entirety and replaced by substituting in lieu of said paragraph 1 the following new paragraph 1 as follows:
“The
name of the corporation is Ault Global Holdings, Inc. (hereinafter, the “Corporation”).”
2.2 The
Bylaws of the Parent Corporation in effect immediately prior to the Effective Time shall be and remain the Bylaws of Parent Corporation
until the same shall be altered, amended or repealed.
2.3 The
directors and officers of the Parent Corporation in office at the Effective Time shall continue in office and shall constitute
the directors and officers of Parent Corporation for the term elected until their respective successors shall be elected or appointed
and shall have qualified.
ARTICLE III
The terms and conditions
of the Merger with respect to each issued and outstanding shares of capital stock of the Constituent Corporations shall be as follows:
3.1 Each
issued and outstanding share of capital stock of the Parent Corporation immediately prior to the Effective Time shall remain the
issued and outstanding shares of the Parent Corporation.
3.2 Each
issued and outstanding share of capital stock of the Subsidiary Corporation held by the Parent Corporation immediately prior to
the Effective Time shall be cancelled and extinguished without the payment of any consideration therefor.
ARTICLE IV
Each of the Constituent
Corporations shall take or cause to be taken all actions or do or cause to be done all things necessary, proper or advisable under
the laws of the State of Delaware to consummate and make effective the Merger.
ARTICLE V
This Agreement shall
be binding upon and inure to the benefit of all of the parties hereto and their respective successors in interest.
ARTICLE VI
Notwithstanding anything
herein to the contrary, this Agreement may be terminated and abandoned by the Board of Directors of the Parent Corporation at any
time prior to the date of filing the Merger Certificate with the Secretary of State of the State of Delaware.
ARTICLE VII
The Board of Directors
of the Parent Corporation may amend modify and supplement this Agreement in such a manner as it may determine at any time.
ARTICLE VIII
This Agreement may
be executed by the parties hereto in counterparts, each of which shall be deemed an original, but all of which together shall constitute
one and the same instrument. Executed counterparts to this Agreement delivered by facsimile, .pdf or other similar forms of electronic
transmission shall be deemed effective as original signatures hereto.
[Signature page follows]
IN WITNESS WHEREOF,
the undersigned have executed this Agreement and Plan of Merger as of the date first written above.
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PARENT CORPORATION:
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DPW HOLDINGS, INC.
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By:
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/s/ Milton C. Ault, III
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Name: Milton C. Ault, III
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Title: Chief Executive Officer
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SUBSIDIARY CORPORATION:
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AGH MERGER SUB, INC.
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By:
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/s/ William B. Horne
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Name: William B. Horne
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Title: Chief Executive Officer
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Exhibit 99.1
DPW Holdings, Inc.’s Name Has
Changed to Ault Global Holdings, Inc.
Company Announces Changes in Corporate
Officers and Other Updates
Las Vegas, NV, January 19, 2021 –
Ault Global Holdings, Inc. (NYSE American: DPW), a diversified holding company (“AGH,” or the “Company”),
announced that the Company has changed its name from DPW Holdings, Inc. to Ault Global Holdings, Inc. effective today, January
19, 2021. The change in the corporate name was approved by the Company’s board of directors and did not require approval
by the Company’s stockholders. The Company’s shares will remain traded on the NYSE American under its current ticker
symbol “DPW.” The Company also announced the following changes in the titles of certain of its executive officers effective
today:
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Milton “Todd” Ault, III has been appointed Executive Chairman
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William B. Horne has been appointed Chief Executive Officer of the Company and remains Vice Chairman
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Henry Nisser has been appointed President of the Company and remains General Counsel
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The Company noted the retention of its
current ticker symbol serves as a reminder of Company’s origins and the change of the corporate name reflects the future
of the Company and its goal to exercise its full potential as a global holding company. As a global holding company the corporate
objective remains to be to assist its operating subsidiaries in their growth, maturation and operating performance as well as to
pursue strategic opportunities that will contribute to shareholder value.
Milton “Todd” Ault, III, the
Company’s Executive Chairman, said, “While 2020 provided many challenges for the Company, we are very pleased with
our progress during the year and how we are entering the new year. Our significant capital raise in the fourth quarter of 2020
allowed us to eliminate most of our debt, acquire strategic assets and fund our operating subsidiaries. We now believe we have
the strongest balance sheet in the Company’s 60-plus year history. While we are entering a new year, we are also entering
what I believe is a new phase in operational excellence. I have every confidence in Will Horne’s operational leadership in
pursuing our holding company strategy, supported by a great corporate team including our President, Henry Nisser, our CFO, Ken
Cragun and our SVP Finance, David Katzoff. As Executive Chairman, I will focus on strategic opportunities and capital allocation
to fund growth. We believe Ault Global Holdings and its subsidiaries start 2021 with a very bright outlook and singular opportunities
for growth in our defense business, electric vehicle charger and energy storage systems, data centers and innovative lending solutions,
among others.”
The Company’s new corporate headquarters
address is 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 while Digital Power Lending, LLC, Coolisys Technologies
Corporation and Digital Power Corporation will remain headquartered in California.
For more information on Ault Global Holdings
and its subsidiaries, the Company recommends that stockholders, investors and any other interested parties read the Company’s
public filings and press releases available under the Investor Relations section at www.AultGlobal.com or available at www.sec.gov.
About Ault Global Holdings, Inc.
Ault Global Holdings, Inc. is a diversified
holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its
wholly and majority-owned subsidiaries and strategic investments, the Company provides mission-critical products that support a
diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, and textiles. In addition, the
Company extends credit to select entrepreneurial businesses through a licensed lending subsidiary. Corporate headquarters are located
at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; http://www.AultGlobal.com/.
Forward-Looking Statements
This press 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. 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.AultGlobal.com.
Contacts:
IR@AultGlobal.com
or 1-888-753-2235
