13D Filing: Iroquois Capital Management, LLC and Digital Power Corp (DPW)

CUSIP No. 253862 10 6

13D

Page 10 of 14 Pages

A.	Iroquois Capital

(a)

As of the date of this Schedule 13D, Iroquois Investment beneficially owns 334,332 Shares, which includes (i) 166,665 Shares which are issuable upon the exercise of the November 2016 Warrant owned by Iroquois Master Fund, (ii) 166,667 Shares which are issuable upon the conversion of the Convertible Note owned by Iroquois Master Fund, and (iii) 1,000 Shares owned by Iroquois Master Fund.  This does not include an aggregate of 250,000 Shares which are issuable upon exercise of the February 2017 Warrant, April 5, 2017 Warrant and April 17, 2017 Warrant owned by Iroquois Master Fund, none of which is exercisable within 60 days of this Schedule 13D.  Including such Warrants, and without regard to any beneficial ownership limitation on the Warrants, Iroquois Investment beneficially owns 584,332 Shares.

Percentage:
Approximately 2.9%. Including Warrants that are not exercisable within 60 days of this Schedule 13D, and without regard to any
beneficial ownership limitation on the Warrants, the percentage is approximately 5.0%.

(b)

1. Sole power to vote or direct vote: 0

2. Shared power to vote or direct vote: 334,332

3. Sole power to dispose or direct the disposition: 0

4. Shared power to dispose or direct the disposition: 334,332

(c)

Iroquois Capital has not entered into any transactions in the Shares during the past 60 days.  The transactions in the Shares by Iroquois Master Fund during the past 60 days are set forth in Item 5(B)(c) of this Schedule 13D and are incorporated by reference herein.

B.	Iroquois Master Fund

(a)

As of the date of this Schedule 13D, Iroquois Master Fund directly and beneficially owns 334,332 Shares, which includes (i) 166,665 Shares which are issuable upon the exercise of Warrants owned by Iroquois Master Fund, (ii) 166,667 Shares which are issuable upon the conversion of the Convertible Note owned by Iroquois Master Fund, and (iii) 1,000 Shares owned by Iroquois Master Fund.  This does not include an aggregate of 250,000 Shares which are issuable upon exercise of the February 2017 Warrant, April 5, 2017 Warrant and April 17, 2017 Warrant owned by Iroquois Master Fund, none of which is exercisable within 60 days of this Schedule 13D.  Including such Warrants, and without regard to any beneficial ownership limitation on the Warrants, Iroquois Master Fund beneficially owns 584,332 Shares.

Percentage: Approximately
2.9%. Including Warrants that are not exercisable within 60 days of this Schedule 13D, and without regard to any beneficial ownership
limitation on the Warrants, the percentage is approximately 5.0%.

(b)

1. Sole power to vote or direct vote: 334,332

2. Shared power to vote or direct vote: 0

3. Sole power to dispose or direct the disposition: 334,332

4. Shared power to dispose or direct the disposition: 0

(c)

On April 27, 2017, Iroquois Master Fund acquired a Warrant to purchase 83,334 Shares and the Convertible Note convertible into 166,667 Shares, as described in Item 4 of this Schedule 13D.  Iroquois Master Fund has not entered into any other transactions in the Shares during the past 60 days.