$DPW Authorizes Pursuit of Spinoff of Super Crypto Mining

NEWPORT BEACH, Calif., Nov. 27, 2018 — DPW Holdings, Inc. (NYSE American: DPW), a diversified holding company (“DPW,” or the “Company”), announced today that its Board of Directors, at a meeting on Friday, November 23, 2018, has authorized the officers of DPW to pursue a spinoff of DPW’s wholly-owned subsidiary Super Crypto Mining, Inc. (“Super Crypto”). The Company’s action demonstrates its confidence in the long-term viability of crypto-mining and the cryptocurrency marketplace and endeavors to provide Super Crypto’s management team the tools and independence necessary to achieve and surpass its goals in 2019 and beyond. The Company intends to declare a distribution of shares of common stock of Super Crypto to the stockholders of DPW, with the date of the distribution to be determined once a registration statement on Form 10 has been declared effective by the SEC and the information statement has been mailed to DPW’s stockholders. DPW believes that the spinoff will benefit both DPW and Super Crypto as well as their respective stockholders for many reasons, with the principal ones consisting of the following:

  •         The separation of the two businesses should not only enable their respective management teams to concentrate on the operations of the company for which they are responsible but also facilitate analysts’, market makers’ and others’ ability to ascertain the value of each entity and thus provide more clarity to the market through, among other reasons, being able to review two separate financial statements which could in turn lead to higher valuations for each entity;

           •         Investors, including portfolio managers and other institutional investors, who are interested in the cryptocurrency sector could initiate, maintain, or increase their position in Super Crypto, whereas investors who are not interested could take the alternate approach; as a result, the spinoff could enhance both companies’ ability to raise financing to expand their operations, among other objectives;

           •         Since a new board of directors would be established for Super Crypto, the members thereof should bring more expertise in the cryptocurrency sector to bear on their decision-making, and enable the members of the DPW Board of Directors to focus on a business with which they are more familiar; this in turn should lead to additional benefits such as a better allocation of capital and human resources; and

          •         Once spun off, Super Crypto should be able to use its shares as currency to pursue a variety of objectives, an option not presently available to it as DPW owns all its shares of its capital stock.

Any plan that the Company devises will be subject to approval by DPW’s senior secured creditor and certain regulatory bodies.

CEO and Chairman, Milton “Todd” Ault, III said, “As stated during our investor conference call on December 20, 2017, the acquisition of assets that would appreciate under our ownership and the creation of increased shareholder value through our portfolio companies and projects was our top priority. By spinning off our cryptocurrency assets, we are separating disparate businesses and providing the opportunity to hold stock in a pureplay crypto company. We are confident crypto-mining and the cryptocurrency marketplace will flourish in the long term and think there is significant value in Super Crypto and its various initiatives which require the ability to finance their growth independently. Regardless of the current downturn in the cryptocurrency space, we believe the assets of Super Crypto will be able to serve as the foundation of an independent company with the ability to raise its own capital. Further, this transaction positions Super Crypto Mining for a bitcoin recovery. It is our intent to declare a special dividend of no less than 80% of the common stock of Super Crypto to DPW stockholders.”

For more information, DPW 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 owned subsidiaries and strategic investments, the Company provides mission-critical products that support a diverse range of industries, including defense/aerospace, industrial, telecommunications, medical, crypto-mining, and textiles. In addition, the company owns a select portfolio of commercial hospitality properties and extends credit to select entrepreneurial businesses through a licensed lending subsidiary. DPW Holdings, Inc.’s headquarters is located at 201 Shipyard Way, Suite E, Newport Beach, CA 92663; www.DPWHoldings.com.

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.com and on the Company’s website at www.DPWHoldings.com.

 

Contacts: 
Mary Magnani and Kirsten Chapman, LHA Investor Relations, 415.433.3777, dpwholdings@lhai.com###