ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
The information set forth in Item 5.02(e) is incorporated by reference herein.
This disclosure does not constitute an offer to sell or the solicitation of an
offer to buy any securities of DPW Holdings, Inc. (the "Company"), nor will
there be any sales of these securities by the Company in any state or
jurisdiction in which the offer, solicitation or sale would be unlawful.
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN
(e) Compensatory Arrangements of Certain Officers and Directors.
On September 17, 2020, the Board of Directors of the Company approved the grant
of stock options to certain executive officers and directors of the Company in
the quantities and upon the terms as follows: (i) to each independent director,
non-qualified stock options to purchase 50,000 shares of the Corporation's
common stock, or an aggregate of 250,000 shares (the "Director Stock Options"),
and (ii) to each of Milton C. Ault, III, the Company's Chief Executive Officer
and Chairman, William Horne, the Company's President and Vice Chairman, and
Henry Nisser, the Company's Executive Vice President and General Counsel,
non-qualified stock options to purchase 200,000 shares of the Corporation's
common stock, or an aggregate of 600,000 shares (the "Officer Stock Options" and
collectively with the Director Stock Options, the "D&O Stock Options").
The D&O Stock Options were granted pursuant to an exemption from registration
under the Securities Act of 1933,as amended (the "Securities Act"), in reliance
on exemptions from the registration requirements of the Securities Act in
transactions not involved in a public offering pursuant to Section 4(a)(2)
thereof. The Director Stock Options are exercisable at $1.79 per share, which
options shall vest monthly over a period of one year. The Officer Stock Options
are exercisable at $1.79 per share, which options shall vest monthly over a
period of two years.
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