UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
FORM
10-K/10-K/A(Mark One)
| ☒
| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACTOF 1934
|
| | For the fiscal year ended December 31, 2015
|
or
| ☐
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGEACT OF 1934
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| | For the transition period from ___________ to __________
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2017
Commission
File Numberfile number 1-12711
DIGITAL POWER CORPORATION
DPW HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
California Delaware | 94-1721931 |
(State or other jurisdiction of Incorporation incorporation or organization)
| (I.R.S. Employer Identification No.) Number) |
| |
48430 Lakeview Blvd, Fremont, California 94538-3158
(Address of principal executive offices, including zip code)
510-657-2635
(Registrant's telephone number, including area code)
48430 Lakeview Blvd Fremont, CA | 94538-3158 | (510) 657-2635 |
(Address of principal executive offices) | (Zip Code) | (Registrant’s telephone number, including area code) |
Securities registered
pursuant tounder Section 12(b) of the Act:
Title of Each Class | Name of each exchange on which registered |
Common Stock, no$0.001 par value per share | NYSE MKT American |
Securities registered
pursuant tounder Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes☐ No☑
Yes ☐ No ☑
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or
Section 15(d) of the
Exchange Act.
Yes☐ No☑
Yes ☐ No ☑
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 monthsyear (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes☑ No☐
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 monthsyear (or for such shorter period that the registrant was required to submit and post such files).
Yes☑ No☐
Yes ☑ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
As of June 30,
2015,2017, the aggregate market value of the
votingregistrant’s common stock held by non-affiliates
of the registrant was
approximately $3,063,382$6,831,098 based
uponon the closing
sale price
of the common stockas reported on the NYSE
MKT onMarket. Such determination should not be deemed an admission that
date. Shares of common stock held by each officer and director and by each person who owns 5%such directors, officers, or
more5 percent beneficial owners are, in fact, affiliates of the
outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.As of March 22, 2016, the number ofregistrant.
There were 43,562,860 shares of common stock outstanding
was 6,775,971.DOCUMENTS INCORPORATED BY REFERENCE
None.
as of April 13, 2018.
Documents incorporated by reference: None
This Amendment No. 1 toon Form 10-K/A (the “Amended Annual Report”) amends the Annual Report on Form 10-K of DPW Holdings, Inc. originally filed with the Securities and Exchange Commission (the “SEC”) on April 17, 2018 (the “Original Filing”).
This Amended Annual Report on Form 10-K is
being filed solely
to furnishfor the
Interactive Datapurpose of adding the required XBRL interactive data files as
Exhibit 101, in accordance with Rule 405 of Regulation S-T. No other changes have been madeexhibits to the
Form 10-K, as originally filed on March 30, 2016.Original Filing.
Other than the foregoing, this Amended Annual Report speaks as of the original date of the Original Filing, does not reflect events that may have occurred subsequent to the date of the Original Filing and does not modify or update in any way disclosures made in the Original Filing.
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
Exhibit Number | | Description |
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 |
*
_______________________
SIGNATURES
Pursuant to Rule 406T of Regulation S-T, the interactive files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposesrequirements of Section 1813 or 15(d) of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrantRegistrant has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated:
March 31, 2016DIGITAL POWER CORPORATION
April 18, 2018
By:
| /s/ Amos Kohn
| | |
| Amos Kohn
| | |
| President and Chief Executive Officer
| | DPW HOLDINGS, INC. |
| | |
| By: | /s/ Milton C. Ault, III |
| | Milton C. Ault, III |
| | Chief Executive Officer |
| | (Principal Executive Officer) |
| | |
| | | |
| By: | /s/ Uri Friedlander | | William B. Horne |
| V.P of Finance
| | William B. Horne |
| | Chief Financial Officer |
| | (Principal Accounting Officer | | Officer) |
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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated.
April 18, 2018 | /s/ Milton C. Ault, III |
| Milton C. Ault, III, Chief Executive Officer and Executive Chairman of the Board |
| |
April 18, 2018 | /s/ William B. Horne |
| William B. Horne, Chief Financial Officer and Director |
| |
April 18, 2018 | /s/ Amos Kohn |
| Amos Kohn, President and Director |
| |
April 18, 2018 | /s/ Robert O. Smith |
| Robert O. Smith, Director |
| |
April 18, 2018 | /s/ Mordechai Rosenberg |
| Mordechai Rosenberg, Director |
| |
April 18, 2018 | /s/ Jeffrey A. Bentz |
| Jeffrey A. Bentz, Director |
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