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): ~~September~~December 261, 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

1185 Avenue of the Americas, ~~7th~~37th Floor

New York, New York 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))

☐¨ 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 51.0201 ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors, Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Appointment~~Microphase Corporation (“Microphase”) and CSNK Working Capital Finance Corp. d/b/a Bay View Funding (“Bay View”), entered into a Factoring Agreement (the “Agreement”) dated November 6, 2017. The transaction closed December 1, 2017. Under the terms of ~~Directors~~the Agreement, Bay View will factor up to $750,000 of receivables at the rate of 1.1% for the first 30 day period and ~~Officers~~0.4% per ten day period thereafter. There is a 0.5% facility fee and the term of the Agreement is 18 months. In connection with the Agreement, Microphase granted Bay View a security interest in certain assets. The repayment obligation of Microphase under the Agreement has been guaranteed by Microphase’s majority shareholder, Digital Power Corporation (“Digital Power”) pursuant to a General Continuing Guaranty (the “Guaranty”). The proceeds of advances under this Agreement were used to repay in full the revolving credit facility with Gerber Finance Inc. (“Gerber”) under an Amended and Restated Loan and Security Agreement originally dated February 3, 2012 (the “Gerber Agreement”).

~~Effective~~The ~~July~~foregoing ~~10,~~descriptions ~~2017,~~of the ~~Board appointed~~Agreement ~~Milton~~and C.Guaranty ~~Ault,~~are ~~III,~~qualified ~~William~~in ~~Horne~~their ~~and~~entirety ~~Mordechai~~by ~~Rosenberg~~references asto ~~members~~the full text of the ~~Board~~Agreement ofand ~~Directors~~Guaranty, copies of ~~the~~which ~~Microphase~~are attached ~~Corporation~~hereto ~~(the “Company”)~~as Exhibits 10.01 ~~Messrs~~and 10.02, ~~Ault~~respectively, ~~Horne~~and are incorporated herein in their entirety by reference. The representations, warranties and ~~Rosenberg~~covenants ~~will~~contained ~~serve~~in assuch ~~directors~~agreements ~~until~~were ~~the~~made ~~next~~only ~~annual~~for ~~election~~purposes of ~~directors~~ such agreements and ~~until~~as ~~their~~of ~~successors~~a ~~are~~specific ~~duly~~date, were ~~elected~~solely for the benefit of the parties to such agreements, and ~~shall~~may ~~qualify~~be subject to limitations agreed upon by the contracting parties.

~~Below~~Item ~~are~~1.02 ~~descriptions~~Termination of ~~the~~a ~~professional work~~Material ~~experience~~Definitive ~~for Messrs~~Agreement. ~~Ault, Horne and Rosenberg.~~

~~Milton~~Item C2.04 ~~“Todd”~~Triggering ~~Ault,~~Events ~~III, Director.~~that ~~Mr.~~Accelerate ~~Milton~~or ~~“Todd”~~Increase ~~Ault, III, serves as Digital Power Corporation’s (“DPW’s”) Executive Chairman of the Board. Mr. Ault is~~ a ~~seasoned~~Direct ~~business~~Financial ~~professional~~Obligation ~~and~~or ~~entrepreneur~~an ~~who~~Obligation ~~has~~Under ~~spent~~an ~~more than twenty~~Off-~~seven years~~Balance ~~identifying~~Sheet ~~value in various financial markets including equities, fixed income, commodities, and real estate~~Arrangement. Mr. Ault founded on February 25, 2016 Alzamend Neuro, Inc., a biotechnology firm dedicated to finding the treatment, prevention and cure for Alzheimer’s Disease and has served as its Chairman since. Mr. Ault has served as Chairman of Ault & Company, a holding company since December 2015, and as Chairman of Avalanche International Corp since September 2014, a company whose shares are registered under the Exchange Act. Since January, 2011, Mr. Ault has been the 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 seasoned businesses. He was the President, Chief Executive Officer, Director and Chairman 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 its 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 company changed its name to Patient Safety Technologies, Inc. (OTCBB:PSTX, OTCQB:PSTX) (“PST”) and purchased SurgiCount Medical, Inc. Stryker Corporation (NYSE:SYK) acquired PST at the beginning of 2014 in 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~~On B.November ~~Horne~~27, ~~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~~2017, ~~Inc.~~Microphase ~~(OTCBB: TRGM) since August 2013 and has served as a member of our board of directors since October 2016. Mr. Horne~~received is a ~~director~~notice of ~~and~~default ~~chief~~from ~~financial~~Gerber ~~officer~~due to ~~Avalanche~~Microphase 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~~Digital ~~field,~~Power ~~including~~entering ~~OptimisCorp,~~into ~~from~~an ~~January~~agreement ~~2008~~with toTVT ~~May~~Capital ~~2013~~LLC, adated ~~privately held~~October 17, ~~diversified healthcare technology company located in Los Angeles~~2017, ~~California.~~for ~~Mr. Horne served as~~ the ~~Chief~~purchase ~~Financial~~and ~~Officer~~sale of ~~Patient~~future ~~Safety~~receipts ~~Technologies,~~pursuant ~~Inc. (OTCBB: PSTX), a medical device company located in Irvine, California, from June 2005~~ to ~~October~~which ~~2008~~Digital ~~and~~Power 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~~Microphase ~~restructuring.~~collectively ~~Mr.~~sold ~~Horne~~in ~~held~~ the ~~position of Managing~~ ~~Member~~aggregate ~~& Chief Financial Officer of Alaska Wireless Communications~~$834,000 ~~LLC, a privately held, advanced cellular communications company, from its inception~~ in ~~May~~future ~~2002~~receipts ~~until~~of ~~November~~Digital ~~2007.~~Power ~~Mr.~~and ~~Horne~~Microphase ~~was responsible~~ for ~~negotiating the sale of Alaska Wireless to General Communication Inc. (NASDAQ: GNCMA). From November 1996 to December 2001~~$600, Mr000. ~~Horne~~As ~~held~~discussed ~~the position of Chief Financial Officer of The Phoenix Partners~~above, ~~a venture capital limited partnership located~~ in ~~Seattle,~~connection ~~Washington.~~with ~~Mr. Horne has also held~~the ~~supervisory positions at Price Waterhouse~~Agreement, ~~LLP~~Microphase ~~and~~ has apaid ~~Bachelor~~off ofthe ~~Arts~~Gerber ~~Magna~~revolving ~~Cum~~credit ~~Laude~~facility in ~~Accounting~~full ~~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~~Gerber ~~and~~Agreement ~~skills~~has tobeen ~~serve as one of our directors~~terminated.

~~Mordechai~~Item ~~Rosenberg, Director~~9.01 ~~Mr. Mordechai~~Financial ~~Rosenberg~~Statements ~~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~~Exhibits. 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~~(d) Exhibits.

~~None of Messrs~~10.01 ~~Ault~~Factoring Agreement, ~~Horne~~dated orNovember ~~Rosenberg has~~6, a2017, ~~family~~by ~~relationship~~and ~~with~~between ~~any~~Microphase ofCorporation ~~the~~and ~~current~~CSNK ~~officers~~Working orCapital ~~directors~~Finance ofCorp. ~~the~~d/b/a ~~Company.~~Bay View Funding

~~Related~~10.02 ~~Party~~General ~~Transactions~~Continuing Guaranty dated November 6, 2017, between Digital Power Corporation and CSNK Working Capital Finance Corp. d/b/a Bay View Funding

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: September 26, 2017	By:	/s/ Amos Kohn
Date: December 1, 2017	By:	/s/ Amos Kohn
		Amos Kohn Chief Executive Officer

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