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): January 25, 2019~~___________________________________________________________________

~~Microphase~~Date ~~Corporation~~of Report (Date of earliest event reported): October 28, 2019

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.)
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

100 Trap Falls Road Extension, Suite 400, Shelton, CT		06484
(Address of principal executive offices)		(Zip Code)

100 Trap Falls Road Extension, Suite 400, Shelton, CT 06484

(~~203)~~Address ~~866-8000~~of ~~Registrant’s~~principal ~~telephone~~executive ~~number,~~offices) ~~including~~(Zip ~~area code~~Code)

~~Sichenzia~~(203) ~~Ross Ference LLP~~866-8000

~~1185~~(Registrant's ~~Avenue~~telephone ofnumber, ~~the~~including ~~Americas,~~area ~~37th Floor~~code)

~~New~~Check ~~York,~~the ~~New~~appropriate ~~York~~box ~~10036~~below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Telephone:~~☐ Written communications pursuant to Rule 425 under the Securities Act (~~212)~~17 ~~930-9700~~CFR 230.425)

~~Attn.:~~☐ ~~Marc~~Soliciting ~~Ross,~~material ~~Esq~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Check~~☐ ~~the appropriate box below if the Form 8~~Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~14d-2(b) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~Act (~~see~~17 ~~General~~CFR ~~Instruction A~~240.14d-2~~. below~~(b):)

¨☐ ~~Written~~Pre-commencement communications pursuant to Rule ~~425~~13e-4(c) under the ~~Securities~~Exchange Act (17 CFR ~~230~~240.~~425~~13e-4(c))

¨Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~of 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))

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

None

¨ 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 5 1.0201 Entry into a Material Definitive Agreement.

On ~~January~~October 2524, 2019, ~~the~~Microphase ~~Board~~Corporation, ofa ~~Directors~~ Delaware corporation (the “~~Board~~Company”), ofentered ~~Microphase~~into ~~Corporation~~an Offer of Settlement (the “~~Company~~Agreement”), ~~received~~with athe ~~letter~~U.S. ofSecurities ~~resignation from~~and ~~James~~Exchange ~~Ashman~~Commission, regarding the ~~Company’s~~Administrative ~~Chief~~Proceeding ~~Financial~~(File ~~Officer,~~No. ~~from~~3-19344). ~~all~~A ofcomplete ~~his~~copy ~~positions~~of ~~with~~ the ~~Company,~~Agreement ~~effective~~is ~~immediately. There~~attached ~~was~~as Exhibit ~~no disagreement or dispute between Mr~~10.1 hereto ~~Ashman~~ and ~~the~~is ~~Company~~incorporated ~~which~~herein ~~led~~in toits ~~his~~entirety ~~resignation~~by reference.

On October 24, 2019, the Company announced the Agreement via a press release (the “Press Release”). A complete copy of the Press Release is attached hereto as Exhibit 99.1.

Item 9.01

Exhibits and Financial Statements.

(d) Exhibits:

Exhibit No.		Description

10.1		Offer of Settlement of Microphase Corporation
99.1		Press Release dated October 24, 2019

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: February 13, 2019	By:	/s/ Amos Kohn
		Amos Kohn Chief Executive Officer

	DPW HOLDINGS, INC.


Dated: October 28, 2019	/s/ Amos Kohn Amos Kohn Chief Executive Officer

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