AULT GLOBAL HOLDINGS, INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K)

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

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.

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

           APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
           OFFICERS.

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.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL

           YEAR.

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.

ITEM 7.01 REGULATION FD DISCLOSURE

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.

  -1-







                   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.

  -2-

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 (d) Exhibits:




Exhibit No.     Description

2.1               Agreement and Plan of Merger dated January 7, 2021
3.1               Certificate of Ownership and Merger, as filed with the Secretary
                of State of the State of Delaware on January 8, 2021
99.1              Press Release issued on January 14, 2021.




  -3-

© Edgar Online, source Glimpses