FREMONT, Calif., Dec. 08, 2017 (GLOBE NEWSWIRE) -- Digital Power Corporation (NYSE American:DPW) ("Digital Power" or the "Company"), a company seeking to increase revenues through acquisitions and organic growth, has recently entered into the following transactions:
- On December 4, 2017, Digital Power entered into a Securities Purchase Agreement with an investor, pursuant to which the Company has agreed, to issue and sell to the investor 150,000 shares of restricted common stock and a 10% Original Issue Discount Convertible Debenture for a purchase price of $500,000, with a principal face amount of $550,000. The transaction is expected to close as promptly as possible after listing approval from the NYSE American is obtained. The Company and the investor entered into the Agreement based on an understanding reached on November 22, 2017.
The Debenture has a term of eight months, bears interest at 5% per year and the principal of the Debenture and interest earned thereon may be converted into shares of common stock at $0.60 per share, subject to anti-dilution. In the event that the Company consummates any debt or equity financing with gross proceeds to the Company equal to or greater than $7,500,000, then the Company shall prepay to the investor in cash 110% of the outstanding principal amount of the Debenture and any accrued and unpaid interest if the closing of such transaction occurs within ninety days from the original issue date of the Debenture, and the Company shall prepay to the holder in cash 115% of the outstanding principal amount of the Debenture and any accrued and unpaid interest if the Closing of such transaction occurs between 91 days from the original issue date and the maturity date of the Debenture. The Company has the option to prepay all amounts owed under the Debenture in cash at a rate of 110% within 90 days from the original issue date and 115% from 91 days from the original issue date through the maturity date.
- On December 5, 2017, Digital Power entered into an exchange agreement with several accredited investors pursuant to which the Company agreed to issue to the investors an aggregate of (a) 1,523,852 shares of common stock, and (b) warrants to purchase 380,963 additional shares of common stock for a term of three years at an exercise price of $1.10 per share, in exchange for cancellation of outstanding debt owed to the Investors by Microphase Corporation, an indirect majority owned subsidiary of the Company, in the principal amount of $690,000. The debt accrued 10% interest annually payable until August 31, 2017, and an additional premium of 25%, resulting in an aggregate amount of debt of $896,939. The number of Conversion Shares issuable to each Investor was derived by dividing the individual’s portion of the $896,939 owed by the 10-day trailing volume-weighted average price ending on August 4, 2017, resulting in the issuance of an aggregate of 1,523,852 Conversion Shares. Each Investor was entitled to receive a Warrant to purchase that number of Warrant Shares equal to 25% of the Conversion Shares the Investor was issued. Each Warrant is exercisable for $1.10 per share, carries a term of three years, is exercisable on a cashless basis and contains standard anti-dilution provisions. The Agreement provides for customary registration rights under the Securities Act of 1933. The transaction is expected to close as promptly as possible after listing approval from the NYSE American is obtained. The Company and the Investors entered into the Agreement pursuant to an understanding reached on August 31, 2017.
- On December 5, 2017, Digital Power entered into a subscription agreement with one investor for the sale of 640,000 shares of common stock at $1.25 per share for the aggregate purchase price of $800,000. The Company expects to close the offering on or about December 8, 2017. The offering is being made pursuant to a prospectus filed with the Company’s existing shelf registration statement on Form S-3 (File No. 333-215834).
- On December 5, 2017, Digital Power entered into an exchange agreement with WT Johnson & Sons (Huddersfield) Limited, pursuant to which the Company issued to the holder, (a) a convertible promissory note in the principal amount of $600,000, and (b) a convertible promissory note in the principal amount of $1,667,766, in exchange for cancellation of (i) an outstanding loan made by the holder to MTIX Ltd., an indirect wholly owned subsidiary of the Company, in the amount of $265,666; and (ii) cancellation of an aggregate of $2,002,500 owed by the Company to the holder pursuant to an Agreement for the Sale and Purchase of the Textile Multi-Laser Enhancement Technology Machine dated July 21, 2017 by and between MTIX and the holder. The $600,000 note is convertible into common stock at a conversion price of $1.00 per share, does not bear interest, and matures two years from issuance. The $1,667,766 note is convertible into common stock at a conversion price of $0.85 per share, does not bear interest, and matures two year from issuance. The transaction is expected to close as promptly as possible after listing approval from the NYSE American is obtained. The Company and the Holder entered into the Purchase Agreement pursuant to an understanding reached on November 20, 2017.
The foregoing descriptions of the transactions are qualified in their entirety by reference to the full text of the documents, which will be filed as exhibits to Current Reports on Form 8-K filed with the Securities and Exchange Commission.
ABOUT DIGITAL POWER
Headquartered in Fremont, CA, Digital Power Corporation, through its subsidiaries, designs, manufactures and sells high-grade customized and off-the-shelf power system solutions. Our products are used in the most demanding communications, industrial, medical and military applications where customers demand high density, high efficiency and rugged power solutions. The Company’s wholly owned subsidiary, Coolisys Technologies, Inc., is dedicated to providing world-class technology-based solutions where innovation is the main driver for mission-critical applications and lifesaving services. Coolisys’ growth strategy targets core markets that are characterized by “high barriers to entry” and include specialized products and services not likely to be commoditized. Coolisys Technologies, Inc., a developer and manufacturer that services the defense, aerospace, medical and industrial sectors, has three subsidiaries including Digital Power Limited dba Gresham Power Ltd., www.GreshamPower.com, a manufacturer based in Salisbury, UK.; Microphase Corporation, www.MicroPhase.com with its headquarters in Shelton, CT 1-203-866-8000; and Power-Plus Technical Distributors, www.Power-Plus.com, a wholesale distributor based in Sonora, CA 1-800-963-0066.
Digital Power Lending, LLC, is a wholly owned subsidiary of the Company, is based in Fremont, CA, and is a California private lending company dedicated to strategically providing capital to small and middle size businesses for an equity interest in addition to loan fees and interest, www.DigitalPowerLending.com. Excelo, LLC, a wholly-owned subsidiary of the Company, is a national search firm specializing in fulfilling strategic executive, professional and hi-tech placements for businesses delivering world-class services, www.Excelo.com. Digital Power Corporation's headquarters is located at 48430 Lakeview Blvd., Fremont, California, 94538; 1-877-634-0982; www.DigiPwr.com.
For Investor inquiries: IR@digipwr.com, www.DigitalPowerCorp.com or 1-888-753-2235.
Forward-Looking Statements
The foregoing release contains “forward looking statements” regarding future events or results 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, including statements concerning the Company’s current expectations regarding revenues for the remaining 2017 and thereafter from contracts and operations on a consolidated basis, the ability of the Company to complete the manufacturing of its new product line for the digital mining community or the ability of the Company to sell digital mining power systems. The Company cautions readers that such “forward looking statements” are, in fact, predictions that are subject to risks and uncertainties and that actual events or results may differ materially from those anticipated events or results expressed or implied by such forward- looking statements. The Company disclaims any current intention to update its “forward looking statements,” and the estimates and assumptions within them, at any time or for any reason, unless required by applicable law. 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.DigitalPowerCorp.com.