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☑
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Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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For the quarterly period ended September 30, 2017
|
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☐
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
|
|
For the transition period from ________ to ________.
|
|
California
|
94-1721931
|
|
(State or other jurisdiction of incorporation or
organization)
|
(I.R.S. Employer Identification Number)
|
|
Large accelerated filer
☐
|
|
|
|
Accelerated filer
☐
|
||
|
Non-accelerated filer
☐
|
|
(Do not check if a smaller reporting company)
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|
|
Smaller reporting company
☑
|
|
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Emerging growth company
☐
|
|
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|
|
|
|
Page
|
|
|
PART I – FINANCIAL INFORMATION
|
|
||
|
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets as of September 30, 2017 (Unaudited) and December
31, 2016 (Audited)
|
1-2
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and
nine months ended September 30, 2017 and 2016 (Unaudited)
|
3
|
|
|
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30,
2017 and 2016 (Unaudited)
|
4-5
|
|
|
|
|
|
|
|
|
Notes to Interim Condensed Consolidated Financial Statements (Unaudited)
|
6 - 42
|
|
|
|
|
|
|
|
Item 2.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations
|
43
|
|
Item 3.
|
Quantitative and Qualitative Disclosures about Market Risk
|
51
|
|
|
|
Item 4.
|
Controls and Procedures
|
51
|
|
|
|
|
|
|
PART II – OTHER INFORMATION
|
|||
|
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
52
|
|
|
Item 1A.
|
Risk Factors
|
52
|
|
|
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
|
53
|
|
|
Item 3.
|
Defaults Upon Senior Securities
|
53
|
|
|
Item 4.
|
Reserved
|
54
|
|
|
Item 5.
|
Other Information
|
54
|
|
|
Item 6.
|
Exhibits
|
55
|
|
|
|
|
|
|
September 30,
|
December 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
CURRENT ASSETS
|
||||||||
|
Cash and cash equivalents
|
$
|
314
|
$
|
996
|
||||
|
Accounts receivable, net
|
2,892
|
1,439
|
||||||
|
Inventories, net
|
1,858
|
1,122
|
||||||
|
Prepaid expenses and other current assets
|
603
|
285
|
||||||
|
TOTAL CURRENT ASSETS
|
5,667
|
3,842
|
||||||
|
Intangible assets
|
420
|
—
|
||||||
|
Goodwill
|
6,490
|
—
|
||||||
|
Property and equipment, net
|
603
|
570
|
||||||
|
Investments - related parties, net of original issue discount of $127
|
||||||||
|
and $45, respectively, at September 30, 2017 and December 31, 2016
|
3,782
|
1,036
|
||||||
|
Other investments
|
679
|
—
|
||||||
|
Other investments, related parties
|
354
|
—
|
||||||
|
Other assets
|
265
|
24
|
||||||
|
TOTAL ASSETS
|
$
|
18,260
|
$
|
5,472
|
||||
|
|
||||||||
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
|
CURRENT LIABILITIES
|
||||||||
|
Accounts payable and accrued expenses
|
$
|
5,460
|
$
|
1,231
|
||||
|
Accounts payable and accrued expenses, related party
|
104
|
—
|
||||||
|
Advances on future receipts, net of discount of $671
|
1,475
|
—
|
||||||
|
Revolving credit facility
|
310
|
—
|
||||||
|
Notes payable
|
1,609
|
—
|
||||||
|
Notes payable, related parties
|
274
|
250
|
||||||
|
Convertible notes payable, net
|
465
|
—
|
||||||
|
Other current liabilities
|
144
|
398
|
||||||
|
TOTAL CURRENT LIABILITIES
|
9,841
|
1,879
|
||||||
|
LONG TERM LIABILITIES
|
||||||||
|
Notes payable
|
659
|
—
|
||||||
|
Notes payable, related parties
|
132
|
—
|
||||||
|
Convertible notes payable, related party, net of discount of $364
|
||||||||
|
and $496, respectively, at September 30, 2017 and December 31, 2016
|
166
|
34
|
||||||
|
TOTAL LIABILITIES
|
$
|
10,798
|
$
|
1,913
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
|
September 30,
|
December 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
(Unaudited)
|
||||||||
|
COMMITMENTS AND CONTINGENCIES
|
—
|
—
|
||||||
|
STOCKHOLDERS' EQUITY
|
||||||||
|
Series A Redeemable Convertible Preferred Stock, no par value –
|
—
|
—
|
||||||
|
500,000 shares authorized; nil shares issued and outstanding at
|
||||||||
|
September 30, 2017 and December 31, 2016
|
||||||||
|
Series B Redeemable Convertible Preferred Stock, $10 stated value per
|
—
|
—
|
||||||
|
share, no par value – 500,000 shares authorized; 100,000 and nil
|
||||||||
|
shares issued and outstanding at September 30, 2017 and December 31,
|
||||||||
|
2016, respectively (liquidation preference of $1,000 and nil at
|
||||||||
|
September 30, 2017 and December 31, 2016, respectively)
|
||||||||
|
Series C Redeemable Convertible Preferred Stock, $2.40 stated value
|
—
|
—
|
||||||
|
per share, no par value – 460,000 shares authorized; 455,002 and
|
||||||||
|
nil shares issued and outstanding at September 30, 2017 and December
|
||||||||
|
31, 2016, respectively (liquidation preference of $1,092 and nil at
|
||||||||
|
September 30, 2017 and December 31, 2016, respectively)
|
||||||||
|
Series D Redeemable Convertible Preferred Stock, $0.01 stated value
|
—
|
—
|
||||||
|
per share, no par value – 378,776 shares authorized; 378,776 and
|
||||||||
|
nil shares issued and outstanding at September 30, 2017 and December
|
||||||||
|
31, 2016, respectively (liquidation preference of $0.01 per share)
|
||||||||
|
Series E Redeemable Convertible Preferred Stock, $45 stated value per
|
—
|
—
|
||||||
|
share, no par value – 10,000 shares authorized; 10,000 and nil shares
|
||||||||
|
issued and outstanding at September 30, 2017 and December 31, 2016,
|
||||||||
|
respectively (liquidation preference of $0.01 per share)
|
||||||||
|
Preferred Stock, no par value – 151,224 shares authorized; nil shares
|
—
|
—
|
||||||
|
issued and outstanding at September 30, 2017 and December 31, 2016
|
||||||||
|
Common Stock, no par value – 30,000,000 shares authorized; 14,150,154
|
||||||||
|
and 7,677,637 shares issued and outstanding at September 30, 2017 and
|
—
|
—
|
||||||
|
December 31, 2016, respectively
|
||||||||
|
Additional paid-in capital
|
24,667
|
16,537
|
||||||
|
Accumulated deficit
|
(17,212
|
)
|
(12,158
|
)
|
||||
|
Accumulated other comprehensive loss
|
(722
|
)
|
(820
|
)
|
||||
|
TOTAL DIGITAL POWER STOCKHOLDERS' EQUITY
|
6,733
|
3,559
|
||||||
|
Non-controlling interest
|
729
|
—
|
||||||
|
TOTAL EQUITY
|
7,462
|
3,559
|
||||||
|
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
|
$
|
18,260
|
$
|
5,472
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
|
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||
|
September 30,
|
September 30,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||||||
|
Revenue
|
$
|
3,220
|
$
|
1,826
|
$
|
6,670
|
$
|
5,603
|
||||||||
|
Cost of revenue
|
2,124
|
1,123
|
4,136
|
3,526
|
||||||||||||
|
Gross profit
|
1,096
|
703
|
2,534
|
2,077
|
||||||||||||
|
Operating expenses
|
||||||||||||||||
|
Engineering and product development
|
306
|
147
|
798
|
511
|
||||||||||||
|
Selling and marketing
|
423
|
235
|
1,045
|
723
|
||||||||||||
|
General and administrative
|
1,685
|
404
|
4,240
|
1,115
|
||||||||||||
|
Total operating expenses
|
2,414
|
786
|
6,083
|
2,349
|
||||||||||||
|
Loss from operations
|
(1,318
|
)
|
(83
|
)
|
(3,549
|
)
|
(272
|
)
|
||||||||
|
Interest (expense) income, net
|
(753
|
)
|
23
|
(1,367
|
)
|
85
|
||||||||||
|
Loss before income taxes
|
(2,071
|
)
|
(60
|
)
|
(4,916
|
)
|
(187
|
)
|
||||||||
|
Income tax benefit
|
—
|
22
|
—
|
22
|
||||||||||||
|
Net loss
|
$
|
(2,071
|
)
|
$
|
(38
|
)
|
$
|
(4,916
|
)
|
$
|
(165
|
)
|
||||
|
Less: Net loss attributable to non-controlling interest
|
104
|
—
|
216
|
—
|
||||||||||||
|
Net loss attributable to Digital Power Corp
|
(1,967
|
)
|
(38
|
)
|
(4,700
|
)
|
(165
|
)
|
||||||||
|
Preferred deemed dividends
|
—
|
—
|
(319
|
)
|
—
|
|||||||||||
|
Preferred dividends
|
(27
|
)
|
—
|
(35
|
)
|
—
|
||||||||||
|
Loss available to common shareholders
|
$
|
(1,994
|
)
|
$
|
(38
|
)
|
$
|
(5,054
|
)
|
$
|
(165
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.15
|
)
|
$
|
(0.01
|
)
|
$
|
(0.46
|
)
|
$
|
(0.02
|
)
|
||||
|
Basic and diluted weighted average common shares outstanding
|
13,745,540
|
6,775,971
|
10,884,948
|
6,775,971
|
||||||||||||
|
Comprehensive Loss
|
||||||||||||||||
|
Loss available to common shareholders
|
$
|
(1,994
|
)
|
$
|
(38
|
)
|
$
|
(5,054
|
)
|
$
|
(165
|
)
|
||||
|
Other comprehensive income (loss)
|
||||||||||||||||
|
Change in net foreign currency translation adjustments
|
42
|
(55
|
)
|
141
|
(265
|
)
|
||||||||||
|
Net unrealized loss on securities available-for-sale, net of income taxes
|
(43
|
)
|
—
|
(43
|
)
|
—
|
||||||||||
|
Other comprehensive income (loss)
|
(1
|
)
|
(55
|
)
|
98
|
(265
|
)
|
|||||||||
|
Total Comprehensive loss
|
$
|
(1,995
|
)
|
$
|
(93
|
)
|
$
|
(4,956
|
)
|
$
|
(430
|
)
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
|
For the Nine Months Ended September 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Cash flows from operating activities:
|
||||||||
|
Net loss
|
$
|
(4,916
|
)
|
$
|
(165
|
)
|
||
|
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
|
||||||||
|
Depreciation
|
128
|
123
|
||||||
|
Amortization
|
6
|
—
|
||||||
|
Interest expense – debt discount
|
1,239
|
—
|
||||||
|
Accretion of original issue discount on notes receivable – related party
|
(36
|
)
|
—
|
|||||
|
Interest expense on conversion of demand notes to common stock
|
13
|
—
|
||||||
|
Stock-based compensation
|
1,269
|
129
|
||||||
|
Changes in operating assets and liabilities:
|
||||||||
|
Accounts receivable
|
(737
|
)
|
82
|
|||||
|
Inventories
|
228
|
243
|
||||||
|
Prepaid expenses and other current assets
|
(166
|
)
|
(60
|
)
|
||||
|
Other assets
|
(197
|
)
|
—
|
|||||
|
Accounts payable and accrued expenses
|
2,083
|
(101
|
)
|
|||||
|
Accounts payable, related parties
|
104
|
—
|
||||||
|
Other current liabilities
|
(595
|
)
|
(113
|
)
|
||||
|
Net cash (used in) provided by operating activities
|
(1,577
|
)
|
138
|
|||||
|
Cash flows from investing activities:
|
||||||||
|
Purchase of property and equipment
|
(22
|
)
|
(78
|
)
|
||||
|
Purchase of intangible asset
|
(50
|
)
|
—
|
|||||
|
Purchase of Power-Plus
|
(409
|
)
|
—
|
|||||
|
Sale of investment
|
—
|
90
|
||||||
|
Investments – related party
|
(2,710
|
)
|
—
|
|||||
|
Investment in real property
|
(300
|
)
|
—
|
|||||
|
Investments – others
|
(25
|
)
|
—
|
|||||
|
Loans to related parties
|
(54
|
)
|
—
|
|||||
|
Loans to third parties
|
(814
|
)
|
—
|
|||||
|
Net cash (used in) provided by investing activities
|
(4,384
|
)
|
12
|
|||||
|
Cash flows from financing activities:
|
||||||||
|
Gross proceeds from sales of common stock and warrants
|
745
|
—
|
||||||
|
Proceeds from issuance of preferred stock
|
1,540
|
—
|
||||||
|
Financing cost in connection with sales of equity securities
|
(275
|
)
|
—
|
|||||
|
Proceeds from convertible notes payable
|
1,514
|
—
|
||||||
|
Payments on convertible notes payable
|
(157
|
)
|
—
|
|||||
|
Proceeds from notes payable – related party
|
350
|
—
|
||||||
|
Proceeds from notes payable
|
785
|
—
|
||||||
|
Payments on notes payable
|
(30
|
)
|
—
|
|||||
|
Proceeds from advances on future receipts
|
1,772
|
—
|
||||||
|
Payments on advances on future receipts
|
(439
|
)
|
—
|
|||||
|
Payments of preferred dividends
|
(8
|
)
|
—
|
|||||
|
Financing cost in connection with sales of debt securities
|
(122
|
)
|
—
|
|||||
|
Payments on revolving credit facilities, net
|
(481
|
)
|
—
|
|||||
|
Net cash provided by financing activities
|
5,194
|
—
|
||||||
|
Effect of exchange rate changes on cash and cash equivalents
|
85
|
(99
|
)
|
|||||
|
Net (decrease) increase in cash and cash equivalents
|
(682
|
)
|
51
|
|||||
|
Cash and cash equivalents at beginning of period
|
996
|
1,241
|
||||||
|
Cash and cash equivalents at end of period
|
$
|
314
|
$
|
1,292
|
||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
|
For the Nine Months Ended September 30,
|
||||||||
|
2017
|
2016
|
|||||||
|
Supplemental disclosures of cash flow information:
|
||||||||
|
Cash paid during the period for interest
|
$
|
69
|
$
|
-
|
||||
|
Non-cash investing and financing activities:
|
||||||||
|
Cancellation of notes payable – related party into shares of common stock
|
$
|
100
|
$
|
-
|
||||
|
Cancellation of notes payable into shares of common stock
|
$
|
648
|
$
|
-
|
||||
|
Cancellation of note payable – related party into series B convertible preferred stock
|
$
|
500
|
$
|
-
|
||||
|
Cancellation of convertible note payable into shares of common stock
|
$
|
145
|
$
|
-
|
||||
|
In connection with the Company's acquisition of Microphase Corporation, equity instruments were issued and liabilities assumed during 2017 as follows:
|
||||||||
|
Fair value of assets acquired
|
$
|
7,893
|
||||||
|
Equity instruments issued
|
(1,451
|
)
|
||||||
|
Minority interest
|
(945
|
)
|
||||||
|
Liabilities assumed
|
$
|
5,497
|
||||||
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
|
| · |
In February 2017, the Company issued demand promissory notes and warrants to purchase 333,333 shares of common stock at $ 0.70 per share for aggregate proceeds of $400. Further in February 2017, the holders of $400 in demand promissory notes agreed to extinguish their $400 of debt by cancelling their notes to purchase 666,667 shares of common stock of the Company at $0.60 per share (See Note 10).
|
| · |
On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou Ventures LLC (
“Philou”
), a related party, pursuant to which Philou was granted the right to invest up to $5,000 in the Company through the purchase of Series B Preferred Stock over a term of 36 months. On March 24, 2017, Philou purchased 25,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of cancellation of Company debt of $250 due to MCKEA, an affiliate of Philou. On May 5, 2017, Philou purchased an additional 50,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement for $500 (See Note 14).
|
| · |
On March 15, 2017, the Company entered into a subscription agreement with one investor for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300 (See Note 14).
|
| · |
On March 20, 2017, the Company issued $250 in demand promissory note to one of the Company's shareholders (See Note 14). This $250 demand promissory note was converted in shares of the Series B Preferred Stock for the benefit of Philou.
|
| · |
On March 28, 2017, the Company issued $270 in demand promissory notes to several investors. The Company received gross proceeds of $220 on March 31, 2017 and the remaining balance of $50 was received on April 3, 2017. On April 5, 2017, the Company canceled these promissory notes by issuing to the holders 360,000 shares of common stock at $0.75 per share and warrants to purchase 180,000 shares of common stock at $0.90 per share (See Note 10).
|
| · |
On April 17, 2017, the Company entered into two 7% convertible notes (the
“7% Convertible Notes”
) in the aggregate principal amount of $250. The 7% Convertible Notes accrue interest at 7% simple interest on the principal amount and were due on June 2, 2017. The 7% Convertible Notes were not repaid on the maturity date and as such were in default at June 30, 2017. During July 2017 these two 7% Convertible Notes were repaid (See Note 12).
|
| · |
On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104. On June 28, 2017, the noteholder converted the outstanding balance into 189,091 shares of the Company’s common stock at a price of $0.55 per share (See Note 12).
|
| · |
Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140 from four accredited investors of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share.On June 28, 2017, the holders of $55 of these short-term loans cancelled their notes for the purchase of 100,001 shares of the Company’s common stock at a price of $0.55 per share. An additional $52 in short-term loans that was received from the related party was also converted on June 28, 2017, into one of the Series C Units (See Note 10)
.
|
| · |
Between May 24, 2017 and June 19, 2017, the Company entered into subscription agreements (the
“Series C Subscription Agreement”
) with approximately twenty accredited investors (the
“Series C Investors”
) in connection with the sale of twenty-one Units at a purchase price of $52 per Unit raising in the aggregate $1,092 with each Unit consisting of Series C Preferred Stock and Warrants (See Note 14).
|
| · |
Between July 6, 2017 and September 13, 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts with TVT Capital, LLC pursuant to which the Company sold in the aggregate $2,585 in Future Receipts of the Company for $1,772. Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. The term Future Receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment (See Note 8).
|
| · |
On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into securities purchase agreements (the
“Securities Purchase Agreement”
) with an institutional investor, under which we agreed to issue and sell in the aggregate 851,363 shares of common stock to the investors at $0.55 per share for an aggregate purchase price of $468. Of the aggregate purchase price of $468, $445 was paid in cash and $23 was in consideration for the cancellation of debt from a related party of the Company (See Note 14).
|
| · |
On July 28, 2017, we entered into an exchange agreement with an institutional investor who was the owner of (i) a 7% Convertible Note in the principal amount of $125 and a warrant dated April 17, 2017 to purchase 83,334 shares of our common stock at $0.90. Under the terms of the exchange agreement, we agreed to exchange the 7% Convertible Note for three new promissory notes in the principal amounts of $110 due August 1, 2017; $35 due August 1, 2017; and $34 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and to exchange the prior warrant for a new warrant to purchase 83,334 shares of common stock at $0.55 per share. Concurrent with entering into this exchange agreement, the institutional investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110. In addition, in a concurrent private placement, the institutional investor entered into a separate securities purchase agreement under which we issued and sold 63,600 shares of common stock at $0.55 per share for an aggregate of purchase price of $35. The 63,600 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share (See Note 14).
|
| · |
On August 3, 2017, the Company entered into a Securities Purchase Agreement to sell a 12% Convertible (“12% Convertible Note”) and a warrant to purchase 666,666 shares of common stock to an accredited investor (the “Investor”). The principal of the Convertible Note may be converted into shares of common stock at $0.55 per share and under the terms of the Warrant, up to 666,666 shares of common stock may be purchased at an exercise price of $0.70 per share. The Convertible Note is in the principal amount of $400 and was sold for $360, bears interest at 12% simple interest on the principal amount, and is due on August 13, 2018. Interest only payments are due on a quarterly basis and the principal is due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $0.55 per share (See Note 12).
|
| · |
On August 10, 2017, the Company, entered into Securities Purchase Agreements (“Agreements”) with five institutional investors (the “Investors”) to sell for an aggregate purchase price of $800, 10% Senior Convertible Promissory Notes (“Convertible Notes”) with an aggregate principal face amount of $880 and warrants to purchase an aggregate of 1,475,000 shares of common stock. The principal of the Convertible Notes and interest earned thereon may be converted into shares of common stock at $0.60 per share and under the terms of the Warrant, up to 1,475,000 shares of common stock may be purchased at an exercise price of $0.66 per share. The Convertible Notes are in the aggregate principal amount of $880 and were sold for $800 and bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each Investor may convert the principal amount of the Convertible Note and accrued interest earned thereon at any time into shares of common stock at $0.60 per share. The conversion price of the Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events (See Note 12).
|
|
Fair Value Measurement at September 30, 2017
|
||||||||||||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
|
Investments – AVLP – a related party
|
$
|
3,782
|
$
|
112
|
$
|
3,670
|
$
|
—
|
||||||||
|
Investments in other companies
|
$
|
25
|
$
|
25
|
$
|
—
|
$
|
—
|
||||||||
|
Fair Value Measurement at December 31, 2016
|
||||||||||||||||
|
Total
|
Level 1
|
Level 2
|
Level 3
|
|||||||||||||
|
Investments – AVLP – a related party
|
$
|
1,036
|
$
|
84
|
$
|
952
|
$
|
—
|
||||||||
| · |
Level 1 – inputs include quoted prices for identical instruments and are the most observable.
|
| · |
Level 2 – inputs include quoted prices for similar assets and observable inputs such as interest rates, currency exchange rates and yield curves.
|
| · |
Level 3 – inputs are not observable in the market and include management’s judgments about the assumptions market participants would use in pricing
the asset or liability.
|
|
2017
|
2016
|
|||||||
|
Stock options
|
2,891,000
|
1,001,000
|
||||||
|
Warrants
|
10,233,199
|
—
|
||||||
|
Convertible notes
|
3,157,576
|
—
|
||||||
|
Conversion of preferred stock
|
4,606,131
|
—
|
||||||
|
Total
|
20,887,906
|
1,001,000
|
||||||
|
September 30,
|
December 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
Investment in convertible promissory note of AVLP
|
$
|
3,797
|
$
|
997
|
||||
|
Investment in common stock of AVLP
|
112
|
84
|
||||||
|
Total investment in AVLP P – Gross
|
3,909
|
1,081
|
||||||
|
Less: original issue discount
|
(127
|
)
|
(45
|
)
|
||||
|
Total investment in AVLP P – Net
|
$
|
3,782
|
$
|
1,036
|
||||
|
Microphase
|
Power-Plus
|
|||||||
|
Cash and cash equivalents
|
$
|
11
|
$
|
27
|
||||
|
Accounts receivable
|
439
|
235
|
||||||
|
Inventories
|
667
|
241
|
||||||
|
Prepaid expenses and other current assets
|
139
|
2
|
||||||
|
Restricted cash
|
100
|
—
|
||||||
|
Intangible assets
|
95
|
250
|
||||||
|
Property and equipment
|
93
|
23
|
||||||
|
Other investments
|
303
|
—
|
||||||
|
Deposits and loans
|
44
|
—
|
||||||
|
Accounts payable and accrued expenses
|
(1,680
|
)
|
(392
|
)
|
||||
|
Revolving credit facility
|
(880
|
)
|
(210
|
)
|
||||
|
Notes payable
|
(2,204
|
)
|
—
|
|||||
|
Notes payable, related parties
|
(406
|
)
|
—
|
|||||
|
Other current liabilities
|
(327
|
)
|
—
|
|||||
|
Net liabilities assumed/assets acquired
|
(3,606
|
)
|
176
|
|||||
|
Goodwill and other intangibles
|
6,002
|
488
|
||||||
|
Non-controlling interest
|
(945
|
)
|
—
|
|||||
|
Purchase price
|
$
|
1,451
|
$
|
664
|
||||
|
For the Three Months Ended
|
For the Nine Months Ended
|
|||||||||||||||
|
September 30,
|
September 30,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||||||
|
Revenue
|
$
|
3,583
|
$
|
3,751
|
$
|
10,329
|
$
|
12,692
|
||||||||
|
Net loss
|
$
|
(2,277
|
)
|
$
|
(711
|
)
|
$
|
(4,820
|
)
|
$
|
(1,742
|
)
|
||||
|
Less: Net loss attributable to non-controlling interest
|
103
|
290
|
103
|
714
|
||||||||||||
|
Net loss attributable to Digital Power Corp
|
$
|
(2,144
|
)
|
$
|
(421
|
)
|
$
|
(4,717
|
)
|
$
|
(1,028
|
)
|
||||
|
Preferred deemed dividends
|
—
|
—
|
(319
|
)
|
—
|
|||||||||||
|
Preferred dividends
|
(27
|
)
|
—
|
(35
|
)
|
—
|
||||||||||
|
Loss available to common shareholders
|
$
|
(2,171
|
)
|
$
|
(421
|
)
|
$
|
(5,071
|
)
|
$
|
(1,028
|
)
|
||||
|
Basic and diluted net loss per common share
|
$
|
(0.14
|
)
|
$
|
(0.05
|
)
|
$
|
(0.40
|
)
|
$
|
(0.12
|
)
|
||||
|
Basic and diluted weighted average common shares
outstanding
|
15,587,988
|
8,618,419
|
12,727,396
|
8,618,419
|
||||||||||||
|
Comprehensive Loss
|
||||||||||||||||
|
Loss available to common shareholders
|
$
|
(2,171
|
)
|
$
|
(421
|
)
|
$
|
(5,071
|
)
|
$
|
(1,028
|
)
|
||||
|
Other comprehensive income (loss)
|
||||||||||||||||
|
Change in net foreign currency translation adjustments
|
42
|
(55
|
)
|
141
|
(265
|
)
|
||||||||||
|
Net unrealized gain (loss) on securities available-for-
sale, net of income taxes
|
(43
|
)
|
186
|
(43
|
)
|
204
|
||||||||||
|
Other comprehensive income (loss)
|
(1
|
)
|
131
|
98
|
(61
|
)
|
||||||||||
|
Total Comprehensive loss
|
$
|
(2,172
|
)
|
$
|
(290
|
)
|
$
|
(4,973
|
)
|
$
|
(1,089
|
)
|
||||
|
September 30, 2017
|
||||
|
Weighted average risk free interest rate
|
1.73% — 2.14
|
%
|
||
|
Weighted average life (in years)
|
5.0
|
|||
|
Volatility
|
98.41% — 107.22
|
%
|
||
|
Expected dividend yield
|
0
|
%
|
||
|
Weighted average grant-date fair value per share of options granted
|
$
|
0.45
|
||
|
Outstanding
|
Exercisable
|
|||||||||||||||||||
|
Weighted
|
||||||||||||||||||||
|
Average
|
Weighted
|
Weighted
|
||||||||||||||||||
|
Remaining
|
Average
|
Average
|
||||||||||||||||||
|
Exercise
|
Number
|
Contractual
|
Exercise
|
Number
|
Exercise
|
|||||||||||||||
|
Price
|
Outstanding
|
Life (Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||
|
$0.57 - $0.79
|
2,425,000
|
9.14
|
$
|
0.66
|
1,249,167
|
$
|
0.66
|
|||||||||||||
|
$1.10 - $1.32
|
25,000
|
6.10
|
$
|
1.28
|
20,000
|
$
|
1.27
|
|||||||||||||
|
$1.51 - $1.69
|
441,000
|
5.11
|
$
|
1.61
|
378,500
|
$
|
1.60
|
|||||||||||||
|
$0.57 - 1.69
|
2,891,000
|
8.50
|
$
|
1.10
|
1,647,667
|
$
|
0.88
|
|||||||||||||
|
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
|
|
Sept. 30, 2017
|
Sept. 30, 2016
|
Sept. 30, 2017
|
Sept. 30, 2016
|
||||||||||||
|
Cost of revenues
|
$
|
2
|
$
|
1
|
$
|
6
|
$
|
5
|
||||||||
|
Engineering and product development
|
6
|
1
|
20
|
3
|
||||||||||||
|
Selling and marketing
|
8
|
5
|
18
|
13
|
||||||||||||
|
General and administrative
|
349
|
35
|
1,017
|
108
|
||||||||||||
|
Stock-based compensation from Plans
|
365
|
42
|
1,061
|
129
|
||||||||||||
|
Stock-based compensation from
issuances outside of Plans
|
152
|
—
|
208
|
—
|
||||||||||||
|
Total stock-based compensation
|
$
|
517
|
$
|
42
|
$
|
1,269
|
$
|
129
|
||||||||
|
Outstanding Options
|
||||||||||||||||||||
|
Weighted
|
||||||||||||||||||||
|
Weighted
|
Average
|
|||||||||||||||||||
|
Shares
|
Average
|
Remaining
|
Aggregate
|
|||||||||||||||||
|
Available
|
Number
|
Exercise
|
Contractual
|
Intrinsic
|
||||||||||||||||
|
for Grant
|
of Shares
|
Price
|
Life (years)
|
Value
|
||||||||||||||||
|
December 31, 2016
|
3,247,630
|
2,331,000
|
$
|
0.83
|
9.08
|
$
|
0
|
|||||||||||||
|
Restricted stock awards
|
(1,336,798
|
)
|
||||||||||||||||||
|
Grants
|
(510,000
|
)
|
560,000
|
$
|
0.61
|
|||||||||||||||
|
September 30, 2017
|
1,350,832
|
2,891,000
|
$
|
0.81
|
8.50
|
$
|
0
|
|||||||||||||
| (i) |
On April 17, 2017, the Company issued warrants to purchase 166,668 shares of common stock
, at an exercise price of $0.90 per share of common stock,
in connection with the issuance of two 7% convertible notes in the aggregate principal amount of $250. On July 25, 2017, the Company agreed to
reduce the exercise price of warrants to purchase 83,334 shares of common stock from $0.90 per share to $0.55 per share and on July 28, 2017, the Company
issued a new warrant to purchase 83,334 shares of common stock at $0.55 per share and cancelled the prior warrant to purchase 83,334 shares of common stock at $0.90 per share (See Note 12).
|
| (ii) |
On July 25, 2017, we issued warrants to purchase an aggregate of 163,636 shares of the Company’s common stock at an exercise price equal to $0.55 per share in connection with a private placement agreement under which we issued and sold 272,727 shares of common stock to the investor at $0.55 per share for an aggregate purchase price of $150. At that time, we also issued warrants to purchase 109,090 shares of the Company’s common stock at an exercise price equal to $0.75 per share to two investors that purchased shares of our common stock at $0.55 per share pursuant to subscription agreements (See Note 14).
|
| (iii) |
On July 28, 2017, we entered into an exchange agreement related to a 7% Convertible Note in the principal amount of $125 in which we exchanged the 7% Convertible Note for three new promissory notes in the principal amounts of $110,000 due August 1, 2017; $35,000 due August 1, 2017; and $34,000 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes). Concurrent with entering into the exchange agreement, the investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110,000. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110,000. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share (See Note 12)
.
|
| (iv) |
On August 3, 2017,
we issued warrants to purchase an aggregate of 666,666 shares of the Company’s common stock at an exercise price equal to $0.70 per share in connection with the issuance of a 12% Convertible Promissory Note in the aggregate principal amount of $400 (See Note 12).
|
| (v) |
On August 10, 2017, we issued warrants to purchase an aggregate of 1,475,000 shares of the Company’s common stock at an exercise price equal to $0.66 per share in connection with the issuance of 10% Convertible Promissory Notes in the aggregate principal amount of $880 (See Note 12).
|
| (vi) |
On August 23, 2017, the Company issued
warrants to purchase 272,727 shares of common stock at an exercise price equal to $0.65 per share in connection with
entering into securities purchase agreements to issue and sell 272,727 shares of common stock at to the investors at $0.55 per share for an aggregate purchase price of $150
. The common stock has yet to be issued and is subject to approval from the NYSE American prior to issuance, which had not been received at September 30, 2017.
|
|
Outstanding
|
Exercisable
|
|||||||||||||||||||
|
Weighted
|
||||||||||||||||||||
|
Average
|
Weighted
|
Weighted
|
||||||||||||||||||
|
Remaining
|
Average
|
Average
|
||||||||||||||||||
|
Exercise
|
Number
|
Contractual
|
Exercise
|
Number
|
Exercise
|
|||||||||||||||
|
Price
|
Outstanding
|
Life (Years)
|
Price
|
Exercisable
|
Price
|
|||||||||||||||
|
$0.01
|
317,460
|
9.09
|
$
|
0.01
|
79,364
|
$
|
0.01
|
|||||||||||||
|
$0.55
|
450,304
|
5.05
|
$
|
0.55
|
—
|
—
|
||||||||||||||
|
$0.65
|
272,727
|
2.90
|
$
|
0.65
|
—
|
—
|
||||||||||||||
|
$0.66
|
1,475,000
|
4.86
|
$
|
0.66
|
1,475,000
|
$
|
0.66
|
|||||||||||||
|
$0.70
|
2,428,571
|
4.92
|
$
|
0.70
|
690,476
|
$
|
0.70
|
|||||||||||||
|
$0.72
|
182,003
|
4.72
|
$
|
0.72
|
—
|
—
|
||||||||||||||
|
$0.75
|
244,999
|
4.69
|
$
|
0.75
|
—
|
—
|
||||||||||||||
|
$0.80
|
1,415,128
|
2.55
|
$
|
0.80
|
1,166,666
|
$
|
0.80
|
|||||||||||||
|
$0.90
|
445,002
|
3.05
|
$
|
0.90
|
265,000
|
$
|
0.90
|
|||||||||||||
|
$1.00
|
2,002,005
|
4.68
|
$
|
1.00
|
—
|
—
|
||||||||||||||
|
$1.10
|
1,000,000
|
2.67
|
$
|
1.10
|
—
|
—
|
||||||||||||||
|
$0.01 - 1.10
|
10,233,199
|
4.26
|
$
|
0.79
|
3,676,506
|
$
|
0.32
|
|||||||||||||
|
September 30, 2017
|
||||
|
Weighted average risk free interest rate
|
1.42% — 2.01
|
%
|
||
|
Weighted average life (in years)
|
4.9
|
|||
|
Volatility
|
98.5% — 107.5
|
%
|
||
|
Expected dividend yield
|
0
|
%
|
||
|
Weighted average grant-date fair value per
share of warrants granted
|
$
|
0.41
|
||
|
September 30,
|
||||
|
2017
|
||||
|
10% short-term promissory notes
(a)
|
$
|
705
|
||
|
Notes payable to Lucosky Brookman, LLP
(b)
|
450
|
|||
|
Notes payable to Wells Fargo
(c)
|
304
|
|||
|
Note payable to Department of Economic and
Community Development
(d)
|
298
|
|||
|
Note payable to People's United Bank
( e)
|
19
|
|||
|
Power-Plus Credit Facilities
(f)
|
182
|
|||
|
Note payable to Power-Plus Member
(g)
|
255
|
|||
|
Other short-term notes payable
(h)
|
55
|
|||
|
Total notes payable
|
2,268
|
|||
|
Less: current portion
|
(1,609
|
)
|
||
|
Notes payable – long-term portion
|
$
|
659
|
||
| (a) |
In December 2016, Microphase issued $705 in 10% short-term promissory notes to nineteen accredited investors which, after deducting $71 of placement fees to its selling agent, Spartan Capital Securities, LLC (
“Spartan”
), resulted in $634 in net proceeds to Microphase (the
“10% Short-Term Notes”
). The 10% Short-Term Notes are due one year from the date of issuance. The amount due pursuant to the 10% Short-Term Notes is equal to the entire original principal amount multiplied by 125% (the
“Loan Premium”
) plus accrued interest. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $19 and $25, respectively, of interest on these 10% short-term promissory notes. Concurrently, Microphase entered into a one-year agreement with Spartan for investment banking services which provided for: (i) $120 of consulting fees that were paid in cash from the proceeds of the 10% Short-Term Notes; and (ii) if Microphase completes an initial public offering, $90 payable in shares of Microphase common stock. As of September 30, 2017, accrued interest on the 10% Short-Term Notes was $237.
|
| (b) | On June 2, 2017, pursuant to the terms of the Share Exchange Agreement and in consideration of legal services, Microphase issued a $450 8% promissory note with a maturity date of November 25, 2017 to Lucosky Brookman, LLP (the “Lucosky Note” ). In conjunction with the issuance of the Lucosky Note, the Company issued Lucosky Brookman 10,000 shares of redeemable convertible Series E preferred stock (the “Series E Preferred Stock” ) with a stated value of $45 per share as an alternative to providing a guarantee for the amount of the Lucosky Note. The Company, at its option, may redeem for cash, in whole or in part, at any time and from time to time, the shares of Series E Preferred Stock at the time outstanding, upon written notice to the holder of the shares, at a cash redemption price equal to $45 multiplied by the number of shares being redeemed. Any such optional redemption by the Company shall be credited against the Lucosky Note. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $6, respectively, of interest on the Lucosky Note. As of September 30, 2017, accrued interest on the Lucosky Note was $6. |
| (c) | At September 30, 2017, Microphase had guaranteed the repayment of two equity lines of credit in the aggregate amount of $304 with Wells Fargo Bank, NA ( “Wells Fargo” ) (collectively, the “Wells Fargo Notes” ). Microphase had previously guaranteed the payment under the first Wells Fargo equity line during 2008, the proceeds of which Microphase had received from a concurrent loan from Edson Realty Inc., a related party owned real estate holding company. As of September 30, 2017, the first line of credit, which is secured by residential real estate owned by a former officer, had an outstanding balance of $214, with an annual interest rate of 4.00%. Microphase had guaranteed the payment under the second Wells Fargo equity line in 2014. Microphase had received working capital loans from the former CEO from funds that were drawn against the second Wells Fargo equity line. As of September 30, 2017, the second line of credit, secured by the former CEO’s principal residence, had an outstanding balance of $90, with an annual interest rate of 3.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 and $4, respectively, of interest on the Wells Fargo Notes. |
| (d) |
In August 2016, Microphase received a $300 loan, of which $2 has been repaid, pursuant to the State of Connecticut Small Business Express Job Creation Incentive Program which is administered through the Department of Economic and Community Development (
“DECD”
) (the
“DECD Note”
). The DECD Note bears interest at a rate of 3% per annum and is due in August 2026. Payment of principal and interest was deferred during the initial year and commencing in September 2017, payable in equal monthly installments over the remaining term. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $3 of interest on the DECD Note. In conjunction with the DECD Note, Microphase was awarded a Small Business Express Matching Grant of $100. State grant funding requires a dollar for dollar match on behalf of Microphase. As of June 30, 2017, the Company has utilized $18 of the grant and the balance of $82 is reported within deferred revenue and classified in Accounts payable and accrued in the accompanying condensed consolidated balance sheet at September 30, 2017.
|
| (e) | In December 2016, Microphase utilized a $20 overdraft credit line at People’s United Bank with an annual interest rate of 15%. As of September 30, 2017, the balance of that overdraft credit line was $19. |
| (f) |
At September 30, 2017, Power-Plus had guaranteed the repayment of two lines of credit in the aggregate amount of $182 with Bank of America NA (
“B of A”
) and Wells Fargo (collectively, the
“Power-Plus Lines”
). As of September 30, 2017, the B of A line of credit had an outstanding balance of $107, with an annual interest rate of 6.25%. As of September 30, 2017, the Wells Fargo line of credit had an outstanding balance of $75, with an annual interest rate of 10.00%. During the period September 2 to September 30, 2017, Power-Plus incurred $1 of interest on the Power-Plus Lines.
|
| (g) |
Pursuant to the terms of the Purchase Agreement with Power-Plus, the Company entered into a two-year promissory note in the amount of $255 payable to the former owner as part of the purchase consideration. The $255 note is payable in 24 equal monthly installments.
|
| (h) |
Between May 5, 2017 and September 30, 2017, the Company received additional short-term loans of $215 from five accredited investors, of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share. The warrants are exercisable commencing six months after the issuance date and are subject to certain beneficial ownership limitations. The exercise price of these warrants is subject to adjustment for customary stock splits, stock dividends, combinations and other standard anti-dilution events. The warrants may be exercised for cash or on a cashless basis. During the quarter ended June 30, 2017, the Company recorded debt discount in the amount of $95 based on the estimated fair value of these warrants. The Company computed the fair value of these warrants using the Black-Scholes option pricing model. As a result of the short-term feature of these loans and advances, the debt discount was amortized as non-cash interest expense upon issuance of the warrants using the effective interest method.
|
|
September 30,
|
December 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
Notes payable to MCKEA Holdings, LLC
(a)
|
$
|
—
|
$
|
250
|
||||
|
Notes payable to former officer and employee
(b)
|
406
|
—
|
||||||
|
Total notes payable
|
406
|
250
|
||||||
|
Less: current portion
|
(274
|
)
|
—
|
|||||
|
Notes payable – long-term portion
|
$
|
132
|
$
|
250
|
||||
| (a) | On December 29, 2016, the Company entered into an agreement with MCKEA Holdings, LLC (“MCKEA” ). MCKEA is the majority member of Philou Ventures, LLC, which is the Company’s controlling shareholder. Kristine L. Ault , a director and the wife of Milton C. Ault III, Executive Chairman of the Company’s Board of Directors , is the manager and owner of MCKEA, for a demand promissory note (The “MCKEA Note” ) in the amount of $250 bearing interest at the rate of 6% per annum on unpaid principal. The MCKEA Note may be prepaid, in whole or in part, without penalty, at the option of the Company and without the consent of MCKEA. As of December 31, 2016, no interest was accrued on the MCKEA Note. On March 24, 2017 , the MCKEA Note was cancelled to purchase the Company’s Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement entered into on March 9, 2017 (See Note 14). Since there was no difference between the reacquisition price and the net carrying value of the cancelled debt, no gain or loss was recognized as a result of this transaction. |
| (b) | Microphase is a party to several notes payable agreements with seven of its past officers, employees and their family members. As of September 30, 2017, the aggregate outstanding balance pursuant to these notes payable agreements, inclusive of $87 of accrued interest, was $493, with annual interest rates ranging between 3.00% and 6.00%. During the three months ended September 30, 2017 and the period June 3, 2017 to September 30, 2017, Microphase incurred $7 of interest on these notes payable agreements. In July 2016, one of these noteholders initiated litigation to collect the balance owed under the terms of his respective agreement. At September 30, 2017, the outstanding principal balance and accrued interest owed under this particular agreement was $162. |
|
September 30,
|
||||
|
2017
|
||||
|
10% Convertible secured notes
|
$
|
880
|
||
|
12% Convertible secured note
|
400
|
|||
|
Total convertible notes payable
|
1,280
|
|||
|
Less:
|
||||
|
Unamortized debt discounts
|
(726
|
)
|
||
|
Unamortized financing cost
|
(89
|
)
|
||
|
Total convertible notes payable, net of debt discounts and
financing cost
|
$
|
465
|
||
|
September 30,
|
December 31,
|
|||||||
|
2017
|
2016
|
|||||||
|
12% Convertible secured note
|
$
|
530
|
$
|
530
|
||||
|
Less:
|
||||||||
|
Unamortized debt discounts
|
(355
|
)
|
(484
|
)
|
||||
|
Unamortized financing cost
|
(9
|
)
|
(12
|
)
|
||||
|
Convertible note – related party, net of debt discounts and
financing cost
|
$
|
166
|
$
|
34
|
||||
| a. |
In anticipation of the acquisition of MTIX Ltd., an advanced materials and processing technology company located in Huddersfield, West Yorkshire, UK (
“MTIX”
) by AVLP and the expectation of future business generated by the Company from a strategic investment into AVLP, the Company entered into the AVLP Notes, three 12% Convertible Promissory Notes agreements in the principal amount of $525 each. The AVLP Notes included a 5% original issue discount, resulting in net loans to AVLP of $1,500 and an original issue discount of $75. The AVLP notes accrued interest at 12% per annum and were due on or before two years from the origination dates of each note. The Company had the right, at its option, to convert all or any portion of the principal and accrued interest into shares of common stock of AVLP at approximately $0.74536 per share.
Subject to adjustment,
the
AVLP
Notes, inclusive of the original issue discount, were convertible into 2,113,086 shares of the Company’s common stock
.
During the period from March 29, 2017 to August 16, 2017, the Company funded $1,809 in excess of the $1,500 net loan amount required pursuant to the terms of the AVLP Notes
.
|
| b. |
On September 22, 2016, the Company entered into consulting agreement with Mr. Ault to assist the Company in developing a business strategy, identifying new business opportunities, developing a capital raising program and implementing of a capital deployment program. For his services, Mr. Ault was paid $135 during the nine months ended September 30, 2017.
|
| c. |
On October 21, 2016, the Company entered into a 12% convertible secured note in the principal amount of $530 and warrants with the Barry Blank Living Trust, an existing stockholder of the Company, for $500 due on October 20, 2019. The principal amount of the 12% convertible secured note may be convertible into shares of the Company’s common stock at $0.55 per share. Subject to certain beneficial ownership limitations, the Barry Blank Living Trust may convert the principal amount of the convertible note at any time into common stock. During the nine months ended September 30, 2017 the Company recorded interest expenses of $48 on the convertible note obligation.
|
| d. |
On December 29, 2016, the Company received a $250 short term loan from MCKEA. Kristine Ault, a director of the Company and the wife of Mr. Ault, is the managing member of MCKEA which, in turn, is the Manager of Philou, the majority stockholder of the Company. On March 24, 2017, the $250 loan was cancelled in consideration for the issuance of 25,000 shares of Series B preferred stock of the Company to Philou.
During the nine months ended September 30, 2017 the Company recorded interest expenses of $3 on the
short-term loan from MCKEA.
|
| e. |
In February 2017, the Company issued to
eight accredited investors
$400 in demand promissory notes bearing interest at a rate of 6% per annum. Of the eight accredited investors, one investor was deemed a related party.
|
| f. |
On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou. Pursuant to the terms of the Preferred Stock Purchase Agreement, Philou may invest up to $5,000 in the Company through the purchase of Series B Preferred Stock over 36 months. Between March 24, 2017 and June 2, 2017, Philou purchased 100,000 shares of Series B Preferred Stock pursuant to the terms of the Preferred Stock Purchase Agreement.
|
| g. |
On March 15, 2017, Company entered into a subscription agreement with a related party for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300.
|
| h. |
On March 20, 2017, the Company received a $250 short term loan from JLA Realty, an entity which owns 666,667 shares of the Company’s common stock, constituting approximately 4.7% of the Company’s outstanding shares of common stock at September 30, 2017, on behalf of Philou. The proceeds from this short-term loan comprised a portion of Philou’s purchase of Series B Preferred Stock.
|
| i. |
Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140 from four accredited investors of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share.On June 28, 2017, $52 in short-term loans that was received from the related party was converted into one of the Series C Units (See Note 10) and on July 24, 2017, the remaining $23 in short-term loans was converted in 41,818 shares of the Company’s common stock
in conjunction with the subscription agreements that the Company entered into with six investors (See Note 14).
|
| j. |
Between July 6, 2017 and September 30, 2017, Milton C. Ault, III, the Company’s Executive Chairman, personally guaranteed the repayment of (i) $2,585 to TVT Capital, (ii) $400 from the sale of the Convertible Note and (iii) $880 from the sale of the Convertible Notes.
These personal guarantees were necessary to
facilitate the consummation of these financing transactions. Mr. Ault’s payment obligations would be triggered if the Company failed to perform under these financing obligations. Our board of directors has agreed to compensate Mr. Ault for his personal guarantees. The amount of annual compensation for each of these guarantees, which will be in the form of non-cash compensation, is approximately 2% of the amount of the obligation.
|
| k. |
During the three months ended June 30, 2017, our Chief Executive Officer Amos Kohn purchased certain real property that will serve as a facility for the Company’s business operations in Israel. The Company made $300 of payments to the seller of the property that will be applied to either (i) an ownership interest, that would be transferred to the Company upon the approval of certain governmental authorities that authorize foreign ownership of real property in Israel or (ii) a leasing arrangement providing for the Company’s use of the property should such authorization not be obtained. The payments are classified as
Other investments, related party
in the accompanying condensed consolidated balance sheet at September 30, 2017.
|
| l. |
During the three and nine months ended September 30, 2017, DP Lending made loans to related parties of $54. The loans were made to Alzamend Neuro, Inc. (
“Alzamend”
),
Restaurant Capital Group, LLC, a wholly-owned subsidiary of AVLP,
and Click Media, Inc. (
“Cross Click”
) in the amounts of $44, $5, and $5, respectively. The loans are classified as
Other investments, related party
in the accompanying condensed consolidated balance sheet at September 30, 2017.
AVLP is a party to a
management services agreement with Alzamend Neuro, Inc. (
“Alzamend”
) pursuant to which Avalanche provides management, consulting and financial services to Alzamend. MCKEA is the controlling shareholder of Cross Click.
|
|
Nine months ended September 30, 2017 (unaudited)
|
||||||||||||||||
|
DPC
|
DPL
|
Eliminations
|
Total
|
|||||||||||||
|
Revenues
|
$
|
5,206
|
$
|
1,464
|
$
|
—
|
$
|
6,670
|
||||||||
|
Inter-segment revenues
|
$
|
43
|
$
|
—
|
$
|
(43
|
)
|
$
|
—
|
|||||||
|
Total revenues
|
$
|
5,249
|
$
|
1,464
|
$
|
(43
|
)
|
$
|
6,670
|
|||||||
|
Depreciation and amortization expense
|
$
|
75
|
$
|
53
|
$
|
—
|
$
|
128
|
||||||||
|
Loss from operations
|
$
|
(3,277
|
)
|
$
|
(272
|
)
|
$
|
—
|
$
|
(3,549
|
)
|
|||||
|
Interest expense, net
|
$
|
(1,367
|
)
|
|||||||||||||
|
Net loss attributable to non-controlling interest
|
$
|
216
|
||||||||||||||
|
Net loss attributable to Digital Power Corp
|
$
|
(4,700
|
)
|
|||||||||||||
|
Capital expenditures for segment assets, as Sept. 30, 2017
|
$
|
8
|
$
|
13
|
$
|
—
|
$
|
21
|
||||||||
|
Identifiable assets as of September 30, 2017
|
$
|
12,315
|
1,666
|
$
|
—
|
$
|
13,981
|
|||||||||
|
Nine months ended September 30, 2016 (unaudited)
|
||||||||||||||||
|
DPC
|
DPL
|
Eliminations
|
Total
|
|||||||||||||
|
Revenues
|
$
|
3,408
|
$
|
2,195
|
$
|
—
|
$
|
5,603
|
||||||||
|
Inter-segment revenues
|
$
|
89
|
$
|
—
|
$
|
(89
|
)
|
$
|
—
|
|||||||
|
Total revenues
|
$
|
3,497
|
$
|
2,195
|
$
|
(89
|
)
|
$
|
5,603
|
|||||||
|
Depreciation and amortization expense
|
$
|
57
|
$
|
66
|
$
|
—
|
$
|
123
|
||||||||
|
Loss from operations
|
$
|
(147
|
)
|
$
|
(125
|
)
|
$
|
—
|
$
|
(272
|
)
|
|||||
|
Interest income, net
|
$
|
85
|
||||||||||||||
|
Income tax benefit
|
$
|
22
|
||||||||||||||
|
Net loss
|
$
|
(165
|
)
|
|||||||||||||
|
Capital expenditures for segment assets, as of Sept. 30, 2016
|
$
|
23
|
$
|
51
|
$
|
—
|
$
|
74
|
||||||||
|
Identifiable assets as of September 30, 2016
|
$
|
2,084
|
$
|
2,371
|
$
|
—
|
$
|
4,455
|
||||||||
|
Three months ended September 30, 2017 (unaudited)
|
||||||||||||||||
|
DPC
|
DPL
|
Eliminations
|
Total
|
|||||||||||||
|
Revenues
|
$
|
2,877
|
$
|
343
|
$
|
—
|
$
|
3,220
|
||||||||
|
Inter-segment revenues
|
$
|
6
|
$
|
—
|
$
|
(6
|
)
|
$
|
—
|
|||||||
|
Total revenues
|
$
|
2,883
|
$
|
343
|
$
|
(6
|
)
|
$
|
3,220
|
|||||||
|
Depreciation and amortization expense
|
$
|
32
|
$
|
16
|
$
|
—
|
$
|
48
|
||||||||
|
Loss from operations
|
$
|
(1,137
|
)
|
$
|
(181
|
)
|
$
|
—
|
$
|
(1,318
|
)
|
|||||
|
Interest expense, net
|
$
|
(753
|
)
|
|||||||||||||
|
Net loss attributable to non-controlling interest
|
$
|
104
|
||||||||||||||
|
Net income (loss)
|
$
|
(1,967
|
)
|
|||||||||||||
|
Capital expenditures for segment assets, as of Sept. 30, 2017
|
$
|
-
|
$
|
-
|
$
|
—
|
$
|
-
|
||||||||
|
Identifiable assets as of September 30, 2017
|
$
|
12,315
|
$
|
1,666
|
$
|
—
|
$
|
13,981
|
||||||||
|
Three months ended September 30, 2016 (unaudited)
|
||||||||||||||||
|
DPC
|
DPL
|
Eliminations
|
Total
|
|||||||||||||
|
Revenues
|
$
|
1,248
|
$
|
578
|
$
|
—
|
$
|
1,826
|
||||||||
|
Inter-segment revenues
|
$
|
27
|
$
|
—
|
$
|
(27
|
)
|
$
|
—
|
|||||||
|
Total revenues
|
$
|
1,275
|
$
|
578
|
$
|
(27
|
)
|
$
|
1,826
|
|||||||
|
Depreciation and amortization expense
|
$
|
19
|
$
|
21
|
$
|
—
|
$
|
40
|
||||||||
|
Income (loss) from operations
|
$
|
34
|
$
|
(117
|
)
|
$
|
—
|
$
|
(83
|
)
|
||||||
|
Interest income, net
|
$
|
23
|
||||||||||||||
|
Income tax benefit
|
$
|
22
|
||||||||||||||
|
Net income (loss)
|
$
|
(38
|
)
|
|||||||||||||
|
Capital expenditures for segment assets, as of September 30,
2016 |
$
|
—
|
$
|
4
|
$
|
—
|
$
|
4
|
||||||||
|
Identifiable assets as of September 30, 2016
|
$
|
2,084
|
$
|
2,371
|
$
|
—
|
$
|
4,455
|
||||||||
|
For the three months ended Sept. 30, 2017
|
For the nine months ended Sept. 30, 2017
|
|||||||||||||||
|
Total Revenues
|
Total Revenues
|
|||||||||||||||
|
by Major
|
Percentage of
|
by Major
|
Percentage of
|
|||||||||||||
|
Customers
|
Total Company
|
Customers
|
Total Company
|
|||||||||||||
|
(in thousands)
|
Revenues
|
(in thousands)
|
Revenues
|
|||||||||||||
|
Customer A
|
$
|
433
|
13
|
%
|
$
|
1,062
|
16
|
%
|
||||||||
|
For the three months ended Sept. 30, 2016
|
For the nine months ended Sept. 30, 2016
|
|||||||||||||||
|
Total Revenues
|
Total Revenues
|
|||||||||||||||
|
by Major
|
Percentage of
|
by Major
|
Percentage of
|
|||||||||||||
|
Customers
|
Total Company
|
Customers
|
Total Company
|
|||||||||||||
|
(in thousands)
|
Revenues
|
(in thousands)
|
Revenues
|
|||||||||||||
|
Customer A
|
$
|
407
|
22
|
%
|
$
|
1,176
|
21
|
%
|
||||||||
|
Customer B
|
$
|
253
|
14
|
%
|
$
|
—
|
—
|
|||||||||
|
Customer C
|
$
|
196
|
11
|
%
|
$
|
—
|
—
|
|||||||||
|
For the Three Months Ended September 30,
|
For the Nine Months Ended September 30,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
Commercial products
|
$
|
1,342
|
$
|
1,505
|
$
|
3,362
|
$
|
3,971
|
||||||||
|
Defense products
|
1,878
|
321
|
3,308
|
1,632
|
||||||||||||
|
Total revenues
|
$
|
3,220
|
$
|
1,826
|
$
|
6,670
|
$
|
5,603
|
||||||||
|
For the Three Months Ended September 30,
|
For the Nine Months Ended September 30,
|
|||||||||||||||
|
2017
|
2016
|
2017
|
2016
|
|||||||||||||
|
Revenues:
|
||||||||||||||||
|
North America
|
$
|
2,671
|
$
|
1,125
|
$
|
4,746
|
$
|
3,128
|
||||||||
|
Europe
|
342
|
314
|
1,244
|
1,548
|
||||||||||||
|
South Korea
|
3
|
196
|
223
|
499
|
||||||||||||
|
Other
|
204
|
191
|
457
|
428
|
||||||||||||
|
Total revenues
|
$
|
3,220
|
$
|
1,826
|
$
|
6,670
|
$
|
5,603
|
||||||||
| · |
In aggregate, we incurred $517 of stock-based compensation during the three months ended September 30, 2017. Of this amount, $365 was from issuances of equity based awards pursuant to our Plans and $152 was from stock, options and warrants which were issued outside the Plans. It has been our policy to allocate the majority of stock based compensation to general and administrative expense. During the three months ended September 30, 2016 and 2017, and inclusive of equity based awards issued outside the Plans, we recorded $35 and $311, respectively, of stock-based compensation in general and administrative expense.
|
| · |
We experienced an aggregate increase of $168 in audit and legal fees due to an overall increase in the operations conducted and the level of complexity and significant number of the transactions entered into during the three months ended September 30, 2017.
|
| · |
Beginning during the quarter ended December 31, 2016, we spent significant effort on expanding our investor base and on hiring additional consultants to assist building an infrastructure to support our anticipated growth. As a result, we experienced an increase of $220 in costs attributed to investor relations and other consulting fees.
|
| · |
Finally, during the three months ended September 30, 2016, our Chief Executive Officer’s salary was reflected in selling and marketing expenses. As discussed above, our current practice is to record the salary and benefits of our Chief Executive Officer to general and administrative expense.
|
| · |
In aggregate, we incurred $1,269 of stock-based compensation during the nine months ended September 30, 2017. Of this amount, $1,061 was from issuances of equity based awards pursuant to our Plans and $208 was from stock, options and warrants which were issued outside the Plans. It has been our policy to allocate the majority of stock based compensation to general and administrative expense. During the nine months ended September 30, 2016 and 2017, and inclusive of equity based awards issued outside the Plans, we recorded $108 and $980, respectively, of stock-based compensation in general and administrative expense.
|
| · |
We experienced an aggregate increase of $486 in audit and legal fees due to an overall increase in the operations conducted and the level of complexity and significant number of the transactions entered into during the nine months ended September 30, 2017.
|
| · |
Beginning during the quarter ended December 31, 2016, we spent significant effort on expanding our investor base and on hiring additional consultants to assist building an infrastructure to support our anticipated growth. As a result, we experienced an increase of $589 in costs attributed to investor relations and other consulting fees.
|
| · |
Finally, during the nine months ended September 30, 2016, our Chief Executive Officer’s salary was reflected in selling and marketing expenses. As discussed above, our current practice is to record the salary and benefits of our Chief Executive Officer to general and administrative expense.
|
| · |
In February 2017, the Company issued demand promissory notes and warrants to purchase 333,333 shares of common stock at $ 0.70 per share for aggregate proceeds of $400. Further in February 2017, the holders of $400 in demand promissory notes agreed to extinguish their $400 of debt by cancelling their notes to purchase 666,667 shares of common stock of the Company at $0.60 per share.
|
| · |
On March 9, 2017, the Company entered into a Preferred Stock Purchase Agreement with Philou Ventures LLC (
“Philou”
), a related party, pursuant to which Philou was granted the right to invest up to $5,000 in the Company through the purchase of Series B Preferred Stock over a term of 36 months. On March 24, 2017, Philou purchased 25,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement in consideration of cancellation of Company debt of $250 due to MCKEA, an affiliate of Philou. On May 5, 2017, Philou purchased an additional 50,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement for $500.
|
| · |
On March 15, 2017, the Company entered into a subscription agreement with one investor for the sale of 500,000 shares of common stock at $0.60 per share for the aggregate purchase price of $300.
|
| · |
On March 20, 2017, the Company issued $250 in demand promissory note to one of the Company's shareholders.
|
| · |
On March 28, 2017, the Company issued $270 in demand promissory notes to several investors. The Company received gross proceeds of $220 on March 31, 2017 and the remaining balance of $50 was received on April 3, 2017. On April 5, 2017, the Company canceled these promissory notes by issuing to the holders 360,000 shares of common stock at $0.75 per share and warrants to purchase 180,000 shares of common stock at $0.90 per share.
|
| · |
On April 17, 2017, the Company entered into two 7% convertible notes (the
“7% Convertible Notes”
) in the aggregate principal amount of $250. The 7% Convertible Notes accrue interest at 7% simple interest on the principal amount and were due on June 2, 2017. The 7% Convertible Notes were not repaid on the maturity date and as such were in default at June 30, 2017. During July 2017, these two 7% Convertible Notes were repaid.
|
| · |
On April 26, 2017, the Company entered into a 7% convertible note in the aggregate principal amount of $104. On June 28, 2017, the noteholder converted the outstanding balance into 189,091 shares of Digital Power’s common stock.
|
| · |
Between May 5, 2017 and June 30, 2017, the Company received additional short-term loans of $140 from four accredited investors of which $75 was from the Company’s corporate counsel, a related party. As additional consideration, the investors received five-year warrants to purchase 224,371 shares of common stock at a weighted average exercise price of $0.77 per share.During June 2017, the holders of $55 of these short-term loans agreed to cancel their notes for the purchase of 100,001 shares of the Digital Power’s common stock at a price of $0.55 per share. An additional $52 in short-term loans from the related party was converted into one of the Series C Units
.
|
| · |
Between May 24, 2017 and June 19, 2017, Digital Power entered into subscription agreements (the
“Series C Subscription Agreement”
) with approximately twenty accredited investors (the
“Series C Investors”
) in connection with the sale of twenty-one Units at a purchase price of $52 per Unit raising in the aggregate $1,092 with each Unit consisting of Series C Preferred Stock and Warrants.
|
| · |
Between July 6, 2017 and September 13, 2017, the Company received funding as a result of entering into multiple Agreements for the Purchase and Sale of Future Receipts with TVT Capital LLC pursuant to which the Company sold in the aggregate $2,585 in Future Receipts of the Company for $1,772. Under the terms of the agreements, the Company will be obligated to pay the initial daily amount of $13 until the $2,585 has been paid in full. The term Future Receipts means cash, check, ACH, credit card, debit card, bank card, charged card or other form of monetary payment.
|
| · |
On July 24, 2017, we entered into subscription agreements with six investors, and on July 25, 2017 we entered into securities purchase agreements (the
“Securities Purchase Agreement”
) with an institutional investor, under which we agreed to issue and sell in the aggregate 851,363 shares of common stock to the investors at $0.55 per share for an aggregate purchase price of $468. Of the aggregate purchase price of $468, $445 was paid in cash and $23 was in consideration for the cancellation of debt from a related party of the Company.
|
| · |
On July 28, 2017, we entered into an exchange agreement with an institutional investor who was the owner of (i) a 7% Convertible Note in the principal amount of $125 and a warrant dated April 17, 2017 to purchase 83,334 shares of our common stock at $0.90. Under the terms of the exchange agreement, we agreed to exchange the 7% Convertible Note for three new promissory notes in the principal amounts of $110 due August 1, 2017; $35 due August 1, 2017; and $34 due August 8, 2017 (individually an Exchange Note and collectively the Exchange Notes) and to exchange the prior warrant for a new warrant to purchase 83,334 shares of common stock at $0.55 per share. Concurrent with entering into this exchange agreement, the institutional investor entered into a subscription agreement under which we issued and sold in a registered direct offering 200,000 shares of common stock at $0.55 per share for an aggregate purchase price of $110. The 200,000 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $110. In addition, in a concurrent private placement, the institutional investor entered into a separate securities purchase agreement under which we issued and sold 63,600 shares of common stock at $0.55 per share for an aggregate of purchase price of $35. The 63,600 shares of common stock were purchased through the cancellation of the Exchange Note in the principal amount of $35. Further, we issued a warrant to purchase 120,000 shares of common stock at $0.55 per share.
|
| · |
On August 3, 2017, the Company entered into a Securities Purchase Agreement to sell a 12% Convertible (“12% Convertible Note”) and a warrant to purchase 666,666 shares of common stock to an accredited investor (the “Investor”). The principal of the Convertible Note may be converted into shares of common stock at $0.55 per share and under the terms of the Warrant, up to 666,666 shares of common stock may be purchased at an exercise price of $0.70 per share. The Convertible Note is in the principal amount of $400 and was sold for $360, bears interest at 12% simple interest on the principal amount, and is due on August 13, 2018. Interest only payments are due on a quarterly basis and the principal is due on August 3, 2018. The principal may be converted into shares of the Company’s common stock at $0.55 per share.
|
| · |
On August 10, 2017, the Company, entered into Securities Purchase Agreements (“Agreements”) with five institutional investors (the “Investors”) to sell for an aggregate purchase price of $800, 10% Senior Convertible Promissory Notes (“Convertible Notes”) with an aggregate principal face amount of $880 and warrants to purchase an aggregate of 1,475,000 shares of common stock. The principal of the Convertible Notes and interest earned thereon may be converted into shares of common stock at $0.60 per share and under the terms of the Warrant, up to 1,475,000 shares of common stock may be purchased at an exercise price of $0.66 per share. The Convertible Notes are in the aggregate principal amount of $880 and were sold for $800 and bear simple interest at 10% on the principal amount, and principal and interest are due on February 10, 2018. Subject to certain beneficial ownership limitations, each Investor may convert the principal amount of the Convertible Note and accrued interest earned thereon at any time into shares of common stock at $0.60 per share. The conversion price of the Convertible Notes is subject to adjustment for customary stock splits, stock dividends, combinations or similar events.
|
|
ITEM 3.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
ITEM 4.
|
CONTROLS AND PROCEDURES
|
| (i) |
a lack of sufficient internal accounting resources to provide reasonable assurance that
information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure
and
|
| (ii) |
a lack of segregation of duties to ensure adequate review of financial statement preparation.
|
| · |
assists with documentation and implementation of policies and procedures and monitoring of controls,
|
| · |
reviews all anticipated transactions that are not considered in the ordinary course of business to assist in the early identification of accounting issues and ensure that appropriate disclosures are made in the Company’s financial statements.
|
|
ITEM 1.
|
LEGAL PROCEEDINGS
|
|
ITEM 1A.
|
RISK FACTORS
|
| 1. |
We do not have sufficient resources in our accounting function, which restricts our ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties during our assessment of our disclosure controls and procedures and concluded that the control
deficiency that resulted represented a material weakness.
|
| 2. |
We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.
|
|
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
|
ITEM 5.
|
OTHER INFORMATION
|
|
ITEM 6.
|
EXHIBITS
|
|
Exhibit Number
|
Description
|
|
|
2.1
|
||
|
3.1
|
||
|
3.2
|
||
|
3.3
|
||
|
3.4
|
||
|
3.5
|
||
|
3.6
|
||
|
3.7
|
||
|
10.1
|
||
|
31.1*
|
||
|
32.1**
|
||
|
101.INS***
|
XBRL Instance Document
|
|
|
101.SCH***
|
XBRL Taxonomy Extension Schema Document
|
|
|
101.CAL***
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
101.DEF***
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
101.LAB***
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
|
101.PRE***
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
By:
|
/s/ Amos Kohn
|
|
|
Amos Kohn
|
||
|
President, Chief Executive and
Financial Officer and
Principal Accounting Officer
|
||
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|