Item 1.01     Entry into a Material Definitive Agreement.

As previously reported in the Current Report on Form 8-K filed on January 24, 2019, by DPW Holdings, Inc. (the “ Company ”), the Company entered into an exchange agreement dated January, with an institutional investor (the “ Investor ”) pursuant to which the Corporation issued to the Investor a secured promissory note in the principal amount of $650,973.56, due and payable on April 15, 2019 (the “ Original Note ”).

On July 2, 2019 (the “ Closing Date ”), the Company entered into an Exchange Agreement (the “ Exchange Agreement ”) the Investor pursuant to which, in exchange for the Original Note, the Company sold to the Investor a new convertible promissory note in the principal amount of $1,250,000 (subject to adjustments) with an interest rate of 8% per annum and an maturity date of December 31, 2019 (the “ New Note ”). Subject to the approval by the NYSE American, the New Note shall be convertible into shares of common stock, par value $0.001 per share (the “ Conversion Shares ”), at conversion price equal to the greater of $0.22 (the “ Conversion Price ”).

Description of Convertible Promissory Note

The New Note has a principal face amount of $1,250,000 with an interest rate of 8% per annum and a maturity date of December 31, 2019. The New Note shall be convertible into such number of shares of Common Stock issuable determined by dividing the principal amount of the New Note by the Conversion Price, subject to adjustments. The New Note contains standard and customary events of default including, but not limited to, failure to make payments when due under the New Note, failure to comply with certain covenants contained in the New Note, or bankruptcy or insolvency of the Company.

After the occurrence of any Event of Default (as defined in the New Note) that results in the eventual acceleration of the New Note, the interest rate on the New Note shall accrue at an additional interest rate equal to the lesser of 18.0% per annum or the maximum rate permitted under applicable law, shall be compounded daily, and shall be due and payable on the first Trading Day of each calendar month during the continuance of such Event of Default.

The Conversion Shares were offered and sold to the Investor in reliance upon exemption from the registration requirements under Section 3(a)(9) under the Securities Act of 1933, as amended.

The foregoing is only brief description of the material terms of the Exchange Agreement and the New Note, the forms of which are attached hereto as exhibits to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing does not purport to be a complete description of the rights and obligations of the parties thereunder and such descriptions are qualified in their entirety by reference to the respective exhibit.