UNITED STATES
Amendment No. 1
Delaware | 001-12711 | 94-1721931 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
Explanatory Note
This Amendment No. 1 on Form 8-K/A (the “Amended Current Report”) amends the Current Report on Form 8-K of DPW Holdings, Inc. originally filed with the Securities and Exchange Commission on August 1, 2018 (the “Prior Filing”).
Other than the foregoing, this Amended Current Report speaks as of the original date of the Prior Filing, does not reflect events that may have occurred subsequent to the date of the Prior Filing and does not modify or update in any way disclosures made in the Prior Filing other than correct an error in the unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2017 and the three months ended March 31, 2018. The Company had omitted preferred dividends on its unaudited pro forma condensed combined statements of income and comprehensive loss for the year ended December 31, 2017 which created mathematical errors in the statement and has provided additional disclosures relating to the Company’s May 15, 2018 10% Convertible Note Financing on the unaudited pro forma condensed combined balance sheet as of March 31, 2018.
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, as previously reported in a Current Report on Form 8-K filed by the Company 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 $4,772,520.
(a) | Financial statements of business acquired |
The audited financial statements of Enertec for its fiscal year ended December 31, 2017 and the unaudited financial statements for the three months ended March 31, 2018 are incorporated herein by reference to Exhibit 99.2 to this Current Report on Form 8-K.
(b) | Pro forma financial information |
Our unaudited pro forma condensed combined financial statements as of and for the year ended December 31, 2017 and the three months ended March 31, 2018 are incorporated herein by reference to Exhibit 99.3 to this Current Report on Form 8-K, and are based on the historical financial statements of the Company and Enertec after giving effect to the Exchange.
* The exhibits and schedules to the Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish a supplemental copy of any omitted schedule or exhibit to the SEC upon request.
** Incorporated by reference to the Current Report on Form 8-K filed by the registrant on January 2, 2018.
*** Incorporated by reference to the Current Report on Form 8-K filed by the registrant on May 23, 2018.
**** Incorporated by reference to the Current Report on Form 8-K filed by the registrant on August 1, 2018.
***** Filed herewith.
DPW HOLDINGS, INC. | |
Dated: October 22, 2018 | /s/ William Horne |
William Horne Chief Financial Officer |