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): October 29, 2019

Date 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 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)

(203) 866-8000

(Registrant's telephone number, including area code)

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:

☐ 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.0001 par value

None

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 14.01 Changes ~~Entry~~in ~~into~~Registrant’s aCertifying ~~Material Definitive Agreement~~Accountant.

On October 2422, 2019, Microphase Corporation, a Delaware corporation (the “Company”), ~~entered~~received ~~into~~a anletter ~~Offer~~from ofRosenberg ~~Settlement~~Rich ~~(the~~Baker ~~“Agreement”)~~Berman, ~~with the U~~P.SA. ~~Securities and Exchange Commission, regarding the Administrative Proceeding~~ (~~File No. 3-19344~~“RRBB”). Aterminating ~~complete~~its ~~copy~~services ofas the ~~Agreement~~Company’s isindependent ~~attached~~registered ~~as Exhibit~~public ~~10.1 hereto~~accounting ~~and~~firm, iseffective ~~incorporated herein in its entirety by reference~~immediately.

OnThe ~~October~~audit 24reports of RRBB on the Company’s consolidated financial statements as of and for the years ended June 30, ~~2019~~2016 and 2015, did not contain any adverse opinion or disclaimer of opinion. In connection with its audits of the Company’s ~~announced~~financial statements for the ~~Agreement~~fiscal ~~via~~years aended ~~press~~June ~~release~~30, ~~(the~~2015 ~~“Press~~and ~~Release”).~~June A30, ~~complete~~2016, ~~copy~~there were no disagreements with RRBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the ~~Press~~satisfaction ~~Release~~of isRRBB, ~~attached~~would ~~hereto~~have caused it to make reference thereto in its report on the financial statements for such years or periods, as ~~Exhibit~~ 99the case may be.1.

~~Item~~The ~~9.01~~Company ~~Exhibits~~provided RRBB with a copy of this Form 8-K and ~~Financial~~requested ~~Statements~~that RRBB furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not RRBB agrees with the above statements. A copy of such letter, dated October 28, 2019, is attached hereto as Exhibit 16.1

~~(d)~~ Item 9.01 Exhibits: and Financial Statements

Exhibit No.		Description
10.1		Offer of Settlement of Microphase Corporation
99.1		Press Release dated October 24, 2019

(d) Exhibits.

~~SIGNATURE~~The following exhibit is furnished herewith:

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.

Exhibit No.	Description

16.1	Letter from Rosenberg Rich Baker Berman, P.A. to the Securities and Exchange Commission.

~~DPW HOLDINGS, INC. Dated: October 28, 2019 /s/ Amos Kohn Amos Kohn Chief Executive Officer~~SIGNATURES

3Pursuant 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.

	DPW HOLDINGS, INC.


Dated: October 29, 2019	/s/ Amos Kohn
	Amos Kohn Chief Executive Officer

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