DPW HOLDINGS, INC. (NYSEAMERICAN: DPW) Files An 8-K Entry into a Material Definitive AgreementItem 9.01 Entry into a Material Definitive Agreement.
As previously reported in a Current Report on Form 8-K filed by the Company on May 16, 2018, on May 15, 2018, the Company entered into a Securities Purchase Agreement (as amended, the “May SPA”) with an institutional investor (the “Investor”) providing for the issuance of (i) a Senior Secured Convertible Promissory Note (as amended, the “May Note”) with a principal face amount of $6,000,000, which Convertible Note (as amended on August 31, 2018) is, subject to certain conditions, convertible into 15,000,000 shares of Common Stock of the Company at $0.40 per share; (ii) a five-year warrant to purchase 1,111,111 shares of Common Stock at an exercise price of $1.35; (iii) a five-year warrant to purchase 1,724,138 shares of Common Stock at an exercise price of $0.87 per share; and (iv) 344,828 shares of Common Stock.
As previously reported in Current Reports on Form 8-K filed by the Company on July 2, 2018, the Company and the Investor entered into an agreement, among other things, to amend the May SPA and the May Note to the terms and subject to the conditions set forth in Amendment No. 3 Agreement and Amendment No. 4 Agreement.
As previously reported in a Current Report on Form 8-K filed by the Company on September 4, 2018, on August 31, 2018, the Company and the Investor entered into an amendment, among other things, to further amended the May SPA and the May Note, to the terms and subject to the conditions set forth in Amendment No. 5 Agreement and Amendment No. 6 Agreement.
As previously reported in a Current Report on Form 8-K filed by the Company on September 25, 2018, the Company and the Investor further amended the May Note, among other things, to the terms and subject to the conditions set forth in Amendment No. 7 Agreement.
As previously reported in a Current Report on Form 8-K filed by the Company on November 16, 2018, the Company and the Investor further amended the May Note, among other things, to the terms and subject to the conditions set forth in Amendment No. 8 Agreement.
On December 7, 2018, the Company and the Investor entered into the Amendment No. 9 Agreement (the “Amendment”), which further amends the amortization schedule of the May Note. Commencing on January 2, 2019, and continuing every month thereafter, on the first business day of such month for a period of twelve (12) months, the Company shall redeem the principal amount, plus accrued but unpaid interest, for twelve (12) months, in accordance with the terms and subject to the conditions set forth in the Amendment. (each, an “Amortization Payment”). In addition, each Amortization Payment shall be made in cash or Bitcoin in the amounts set forth in the Amendment.
to the terms and subject to the conditions set forth in the Amendment, the Investor has the option to request the December Payment and/or the January Payment (each, as defined in the Amendment) to be made either (i) in the form of shares of the Company’s common stock (the “Payment Shares”), provided, that there is an effective registration statement covering such shares, or (ii) in cash via wire transfer, or alternatively in Bitcoin, in accordance with the terms of the May Note. Upon the sale of the Payment Shares, the Investor’s daily sales shall not exceed fifteen percent (15%) of the total number of shares of the Company’s common stock traded on that day. Further, in the event that the sale of the Payment Shares does not net to the Investor proceeds at least equal to 103% of the amount of the December Payment and the January Payment, respectively, upon request of the Investor, the Company shall pay the difference to the Investor in cash.
The foregoing is only a brief description of the material terms of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K, and the other transaction documents referred to herein, all of which are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to such exhibits.
Item 9.01 Exhibits and Financial Statements.
(d)Exhibits:
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Exhibit No. |
Description |
| 10.1 | Amendment No. 9 Agreement |
DPW Holdings, Inc. ExhibitEX-10 2 ex10_1.htm EXHIBIT 10.1 Exhibit 10.1 AMENDMENT NO. 9 AGREEMENT This Amendment No. 9 Agreement (this “Amendment”) is dated as of December 7,…To view the full exhibit click here