UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~June~~September 2726, 2017

Microphase Corporation

(Exact name of registrant as specified in its charter)

Delaware		000-55382		06-0710848
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

100 Trap Falls Road Extension, Suite 400, Shelton, CT

06484

(Address of principal executive offices)

(Zip Code)

(203) 866-8000

Registrant’s telephone number, including area code

Sichenzia Ross Ference Kesner LLP

611185 ~~Broadway,~~Avenue ~~32nd~~of the Americas, 7th Floor

New York, New York ~~10006~~10036

Telephone: (212) 930-9700

Attn.: Marc Ross, Esq.

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

☐ Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

~~ITEM~~Item 25.0402 ~~TRIGGERING~~Departure ~~EVENTS~~of ~~THAT~~Directors ~~ACCELERATE~~or ORCertain ~~INCREASE~~Officers; AElection ~~DIRECT~~of ~~FINANCIAL~~Directors, ~~OBLIGATION~~Appointment ORof ANCertain ~~OBLIGATION~~Officers; ~~UNDER~~Compensatory ANArrangements ~~OFF-BALANCE~~of ~~SHEET~~Certain ~~ARRANGEMENT.~~Officers

OnAppointment ~~February~~of 3,Directors ~~2012, Microphase Corporation (the “Company”) entered into a revolving credit facility under an Amended~~ and ~~Restated Loan and Security Agreement~~Officers ~~(the “Loan Agreement”) with Gerber Finance Inc. (“Lender”), for a maximum of $1,500,000 under a Promissory Note (the “Note”) with an interest rate of prime plus 3.75%.~~

InEffective ~~connection~~July ~~with the Share Exchange Agreement (the “Share Exchange Agreement”) dated April 28~~10, 2017, ~~which~~the ~~was~~Board ~~previously reported in a Current Report on~~appointed ~~Form~~Milton ~~8-K~~C. ~~filed on May 4~~Ault, ~~2017~~III, ~~the~~William ~~Company~~Horne ~~requested~~and ~~that~~Mordechai ~~the~~Rosenberg ~~Lender consent to (i) the change of control~~ as ~~result~~members of the ~~Share Exchange~~Board Agreement and (ii) the debt incurred by the Company evidenced by a promissory note (the “DPW Note”) made payable to Digital Power Corporation, a California corporation (“DPW”). The Lender conditioned its consent on Lender receiving certain documents including an executed copy of aDirectors ~~Consent and Amendment Agreement, a fully executed copy~~ of ~~the~~ ~~DPW Note, a corporate guaranty executed on behalf of DPW, an executed copy of a Subordination Agreement, and a Certificate of~~ the ~~Secretary~~Microphase orCorporation ~~other office of DPW~~ (~~collectively,~~ the “~~Consent Documents~~Company”). ~~The Company did not deliver the Consent Documents~~Messrs. ~~Consequently~~Ault, ~~the~~Horne ~~Company~~and ~~received~~Rosenberg awill ~~notice~~serve ofas ~~default~~directors ~~(the~~until ~~“Notice”) from~~ the ~~Lender on~~next ~~June~~annual ~~20,~~election ~~2017, stating that the failure to timely deliver the Consent Documents resulted in an Event~~ of ~~Default, in addition~~directors toand ~~the~~until ~~existing~~their ~~Events~~successors ofare ~~Default~~duly ~~arising~~elected ~~from~~and ~~the~~shall ~~Company’s inability to pay its debts pursuant to the Note~~qualify.

~~Pursuant~~Below toare ~~the~~descriptions ~~Loan~~of ~~Agreement,~~ the ~~other~~professional ~~Credit~~work ~~Documents~~experience ~~(as~~for ~~defined~~Messrs. ~~in the Loan Agreement) and applicable law~~Ault, ~~the~~Horne ~~Lender may, among other remedies, declare immediately due~~ and payable any or all of the obligations of the Company to the Lender under the Loan Agreement and the other Credit Documents and enforce its liens and security interests under the Loan Agreement and the other Credit DocumentsRosenberg.

~~Prior~~Milton toC. “Todd” Ault, III, ~~receipt~~Director. Mr. Milton “Todd” Ault, III, serves as Digital Power Corporation’s (“DPW’s”) Executive Chairman of the ~~Notice~~Board. ~~from~~Mr. ~~the~~Ault ~~Lender~~is wea ~~were~~seasoned ~~working~~business ~~with~~professional itand entrepreneur who has spent more than twenty-seven years identifying value in various financial markets including equities, fixed income, commodities, and real estate. Mr. Ault founded on February 25, 2016 Alzamend Neuro, Inc., a biotechnology firm dedicated to ~~negotiate~~finding the treatment, prevention and ~~complete~~cure for Alzheimer’s Disease and has served as its Chairman since. Mr. Ault has served as Chairman of Ault & Company, a ~~mutually~~holding ~~acceptable~~company ~~resolution~~since December 2015, and as Chairman of Avalanche International Corp since September 2014, a company whose shares are registered under the Exchange ~~events~~Act. ~~that~~Since ~~led~~January, 2011, Mr. Ault has been the ~~Lender~~Vice President of Business Development for MCKEA Holdings, LLC, a family office. Through this position, Mr. Ault has consulted for a few publicly traded and privately held companies, providing each of them the benefit of his diversified experience, that range from development stage to ~~send~~seasoned usbusinesses. He was the ~~Notice~~President, Chief Executive Officer, Director and ~~are~~Chairman ~~continuing~~of the Board of Zealous, Inc. from August 2007 until June 4, 2010 and again from February 2011 through May 1, 2011. Mr. Ault was a registered representative at Strome Securities, LP, from July 1998 until December 2005, where he was involved in portfolio management and worked on several activism campaigns including Taco Cabana, Jack In The Box (formerly Foodmaker), and 21st Century Holdings Co. Mr. Ault became majority shareholder of Franklin Capital Corp and was elected to ~~work~~its ~~with~~board of directors in July 2004 and became its Chairman and Chief Executive Officer in October 2004 serving until January 2006, and again from July 2006 to January 2007. In April 2005, the ~~Lender~~company changed its name to ~~settle~~Patient ~~our~~Safety ~~obligations~~Technologies, ~~under~~Inc. (OTCBB:PSTX, OTCQB:PSTX) (“PST”) and purchased SurgiCount Medical, Inc. Stryker Corporation (NYSE:SYK) acquired PST at the beginning of 2014 ~~Loan~~in ~~Agreement~~a deal valued at approximately one hundred twenty million dollars ($120,000,000). PST’s wholly owned operating subsidiary, SurgiCount Medical, Inc., is the company that developed the SafetySponge® System; a bar coding technology for inventory control that aims to detect and prevent the incidence of foreign objects left in the body after surgery. We believe that Mr. Ault’s business background demonstrates he has the qualifications to serve as one of our directors.

William B. Horne, Director. Mr. William B. Horne serves as one of DPW’s independent directors. He has served as the Chief Financial Officer of Targeted Medical Pharma, Inc. (OTCBB: TRGM) since August 2013 and has served as a member of our board of directors since October 2016. Mr. Horne is a director of and chief financial officer to Avalanche International, Co., a company whose shares of common stock are registered under the Exchange Act. Mr. Horne previously held the position of Chief Financial Officer in various companies in the healthcare and high-tech field, including OptimisCorp, from January 2008 to May 2013, a privately held, diversified healthcare technology company located in Los Angeles, California. Mr. Horne served as the Chief Financial Officer of Patient Safety Technologies, Inc. (OTCBB: PSTX), a medical device company located in Irvine, California, from June 2005 to October 2008 and as the interim Chief Executive Officer from January 2007 to April 2008. In his dual role at Patient Safety Technologies, Mr. Horne was directly responsible for structuring the divestiture of non-core assets, capital financings and debt restructuring. Mr. Horne held the position of Managing Member & Chief Financial Officer of Alaska Wireless Communications, LLC, a privately held, advanced cellular communications company, from its inception in May 2002 until November 2007. Mr. Horne was responsible for negotiating the sale of Alaska Wireless to General Communication Inc. (NASDAQ: GNCMA). From November 1996 to December 2001, Mr. Horne held the position of Chief Financial Officer of The Phoenix Partners, a venture capital limited partnership located in Seattle, Washington. Mr. Horne has also held supervisory positions at Price Waterhouse, LLP and has a Bachelor of Arts Magna Cum Laude in Accounting from Seattle University. We believe that Mr. Horne’s extensive financial and accounting experience in diversified industries and with companies involving complex transactions give him the qualifications and skills to serve as one of our directors.

Mordechai Rosenberg, Director. Mr. Mordechai Rosenberg serves as one of DPW’s independent directors. He has served as an independent consultant to various companies in the design and implementation of homeland security systems in Europe and Africa since 2010. From 2004 to 2009, he served as a special consultant to Bullet Plate Ltd., a manufacturer of armor protection systems, and NovIdea Ltd., a manufacturer of perimeter and border security systems. From 2000 to 2003, Mr. Rosenberg was the general manager of ZIV U.P.V.C Products Ltd.'s doors and window factory. Mr. Rosenberg is an active reserve officer and a retired colonel from the Israeli Defense Force (IDF), where he served for 26 years and was involved in the development of weapon systems. In the IDF, Mr. Rosenberg served in various capacities, including platoon, company, battalion, and brigade commander, head of the training center for all IDF infantry, and head of the Air Force's Special Forces. Mr. Rosenberg received a B.A in History from the University of Tel Aviv and a Master of Arts in Political Science from the University of Haifa in Israel. We believe that Mr. Rosenberg’s business background give him the qualifications to serve as one of our directors.

Family Relationships

None of Messrs. Ault, Horne or Rosenberg has a family relationship with any of the current officers or directors of the Company.

Related Party Transactions

There is no arrangement or understanding between any of Messrs. Ault, or Rosenberg and any other person pursuant to which he was selected as a director. Messrs. Ault, Horne and Rosenberg are all members of the board of directors of DPW.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MICROPHASE CORPORATION
Date: June 27, 2017	By:	/s/ Amos Kohn
Date: September 26, 2017	By:	/s/ Amos Kohn
		Amos Kohn Chief Executive Officer

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