UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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):  December 30, 2020

DPW HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

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:

Securities registered pursuant to Section 12(b) of the Act:

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 ¨

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. ¨

On December 30, 2020, DPW Holdings, Inc., a Delaware corporation (the “Company”), held a Special Meeting of Stockholders (the “Meeting”) for stockholders to vote on the following proposals: (i) the election of the eight (8) director nominees named in the Proxy Statement to hold office until the next annual meeting of stockholders; (ii) to approve the issuance of 1,944,153 shares of Common Stock upon exercise of warrants issued or issuable to Esousa Holdings LLC in connection with certain term promissory notes in an aggregate amount of up to $3,500,000, in order to comply with the listing rules of the NYSE American; (iii) to approve the DPW Holdings, Inc. 2020 Stock Incentive Plan; and (iv) to approve the equity issuances to directors and executive officers of the Company, in order to comply with the listing rules of the NYSE American.

As of November 11, 2020, the record date for the Meeting (the “Record Date”), the Company had outstanding and entitled to vote 14,952,538 shares of common stock and 125,000 shares of Series B Convertible Preferred Stock issued and outstanding. The 125,000 shares of Series B Convertible Preferred Stock carry the voting power of 0.01% of all votes entitled to be voted at the Meeting.  In order to conduct the business of the Meeting, the Company required the presence, in person or by proxy, of a quorum consisting of a majority of the outstanding shares of stock entitled to vote as of the Record Date. There were, either in person or by proxy, the holders of 4,646,099 shares of common stock and Series B Convertible Preferred Stock, or approximately 31% of all of the shares entitled to vote at the Meeting. Because a quorum was not present at the Meeting, no business was conducted and the Company adjourned the Meeting.

The Company has no present intention to schedule a postponed annual meeting. However, the Company intends to seek approval for the proposals submitted to its stockholders at the adjourned annual meeting when practicable. The record date for the new annual meeting will be established by the Company, but will be set at a future date; the former record date of November 2, 2020 is no longer valid.

On December 30, 2020, the Company issued a press release announcing the results of the Meeting, which 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.

(d) Exhibits.

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

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.