UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

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

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, CA94538-3158(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:

Title of Each Class

None

          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.

Large accelerated filer  ☐

Accelerated filer  ☐

Non-accelerated filer  ☐

Smaller reporting company  ☑

Non-accelerated filer    ☐ (do (Do not check if a smaller reporting company)

Smaller reportingEmerging 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes☐      No☑

  Yes  ☐    No  ☑

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
 

EXPLANATORY NOTE

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.

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PART IV

ITEM 15.     EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)               Exhibits   


101.INS*

ITEM 15.

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

*


_______________________
*Filed herewith.
2
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, 2016

DIGITAL 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)

4


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
3