Hyperscale Data, Inc 8-K, filed Oct 22, 2020
Hyperscale Data, Inc. (GPUS)
About this 8-K
Hyperscale Data, Inc filed this 8-K on October 22, 2020.
Items reported
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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
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Date of Report (Date of earliest event reported): October 22, 2020
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, Suite E, Newport Beach, CA 92663
(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:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.001 par value | DPW | NYSE American |
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
| ITEM 7.01 | REGULATION FD DISCLOSURE |
On October 22, 2020, DPW Holdings, Inc., a Delaware corporation (the “Company”), issued a press release announcing that its wholly owned subsidiary, Gresham Worldwide, Inc. (“GWW”), has entered into an agreement to develop medical testing facilities with Align Technology, Inc., a global medical device company, through GWW’s wholly owned subsidiary, Enertec Systems 2001, Ltd.
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.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
| (d) | Exhibits: |
| Exhibit No. | Description | |
| 99.1 | Press Release issued on October 22, 2020. |
| -1- |
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.
| DPW HOLDINGS, INC. | |
| Dated: October 22, 2020 |
/s/ Milton C. Ault, III Milton C. Ault III Chief Executive Officer |
-2-
Exhibit 99.1
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DPW Holdings’ Gresham Worldwide Business Announces Development Agreement with Global Medical Device Company
Gresham Worldwide’s Subsidiary, Enertec Systems 2001, Ltd., Enters into Agreement to Develop Testing Facilities with Align Technology, Inc.
Newport Beach, CA, October 22, 2020 -- DPW Holdings, Inc. (NYSE American: DPW) a diversified holding company (“DPW,” or the “Company”) announced that its global defense and technology business, Gresham Worldwide, Inc. (“Gresham Worldwide”), has entered into an agreement to develop medical testing facilities with Align Technology, Inc. (NASDAQ: ALGN), a global medical device company, through Gresham Worldwide’s wholly owned subsidiary Enertec Systems 2001, Ltd. (“Enertec”).
Enertec, based in Israel, is a leading provider of high quality, highly reliable bespoke technology solutions for mission critical applications in the defense, aerospace and medical industries, including advanced multi-purpose electronic systems with customized computer-based automated test equipment.
In the first phase of the development project, Enertec will place a team of experienced engineers on-site with the customer to study the medical device company’s products and needs. In the second phase, Enertec will provide customized, advanced testing systems. Enertec has been in business for more than 30 years and Enertec’s CEO, Zvi Avni, has over 35 years of experience developing advanced testing systems.
Enertec’s CEO, Zvi Avni said, “We look forward to the development of advanced testing systems for our new customer, Align Technology, Inc., leveraging Enertec’s position as a leading provider of complex testing solutions for the defense, aerospace and medical industries, both at home and abroad. Israel is considered to be among the world leaders in the field of medical devices, and we expect to see continued growth in the sector.”
“Expanding its portfolio of business in the medical field adds to momentum at Enertec,” said Jonathan Read, Gresham Worldwide’s CEO. “This recent contract demonstrates that demand for Gresham’s technology offerings remains strong. The expansion of Enertec’s testing systems, among other products, reflects the confidence and the trust that this global medical device company has to work with Gresham on what we expect will be a long life cycle platform program. We remain optimistic that the Gresham can achieve our goals for significant growth in 2020 and 2021.”
For more information on DPW 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.DPWHoldings.com or available at www.sec.gov.
About DPW Holdings, Inc.
DPW 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. DPW’s headquarters are located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.com.
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About Gresham Worldwide
Gresham Worldwide, formerly known as DPW Technology Group, is a provider of high-quality, ultra-reliable bespoke technology solutions for mission critical applications in the defense, medical and telecommunications verticals. The three component companies under the leadership of CEO, Jonathan Read, are Microphase Corporation, Enertec Systems 2001 Ltd. and Gresham Power Electronics Ltd. Each has decades of experience serving global defense markets. Gresham Worldwide operates with a global footprint with headquarters in Phoenix, Arizona, an office in Washington D.C. and design and operations centers in Shelton, Connecticut, Salisbury, U.K., and Karmiel, Israel.
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.DPWHoldings.com.
Contacts:
IR@DPWHoldings.com or 1-888-753-2235