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): May 5, 2017

DIGITAL POWER CORPORATION

(Exact name of registrant as specified in its charter)

48430 Lakeview Blvd, Fremont, CA 94538-3158

(Address of principal executive offices) (Zip Code)

(510) 657-2635

(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 (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 3.02 Unregistered Sales of Equity Securities.

On May 5, 2017, Philou Ventures, LLC purchased 50,000 shares of Series B Preferred Stock pursuant to the Preferred Stock Purchase Agreement dated March 9, 2017, by and between Philou Ventures, LLC and the Company in consideration for $500,000. The 50,000 shares of Series B Convertible Preferred Stock are convertible into 714,286 shares of Common Stock in the aggregate based on a $.70 per share conversion price. The terms of the Preferred Stock Purchase Agreement was previously reported on Form 8-K filed with the Commission on March 9, 2017.

In addition, pursuant to the Preferred Stock Purchase Agreement and in conjunction with the purchase of the Series B Preferred Stock, Philou was granted Warrants to purchase 714,286 shares of Common Stock at $0.70 per share.

The Company will seek the approval of the Company’s stockholders for the issuance of shares of Common Stock underlying the Series B Preferred Stock and the Warrants for the sole purpose of meeting the requirements of NYSE Mkt Rule 713. Until such approval, Philou Ventures will not (i) vote its Series B Preferred Stock; (ii) convert its Series B Preferred Stock into Common Stock; or (iii) exercise its right under the Warrants.

The Series B Preferred Stock and Warrants described in this Current Report on Form 8-K were offered and sold to Philou Ventures in reliance upon exemption from the registration requirements under Section 4(a)(2) under the Securities Act of 1933, as amended, and Rule 506 of Regulation D promulgated thereunder.

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.

3