Page 6 of 14 – SEC Filing
| CUSIP No. 253862 10 6 | 13D | Page 6 of 14 Pages |
The following constitutes the Schedule 13D
filed by the undersigned (the “Schedule 13D”). The Reporting Persons are voluntarily filing this Schedule 13D
in connection with the occurrence of a default under the terms of a Convertible Note held by one of the Reporting Persons, and
in anticipation of action that the Reporting Persons may take thereunder, as described in Item 4 of this Schedule 13D.
| Item 1. | Security and Issuer. |
This statement relates to the Common Stock,
no par value per share (the “Shares”), of Digital Power Corporation, a California corporation (the “Issuer”). The
address of the principal executive offices of the Issuer is 48430 Lakeview Blvd, Fremont, California 94534.
| Item 2. | Identity and Background. |
(a) This
statement is filed by:
| (i) | Iroquois Capital Management, LLC, a Delaware limited liability company (“Iroquois Capital”), with respect to the Shares beneficially owned by it by virtue of its position as investment advisor to Iroquois Master Fund (as defined below) and the Shares which are issuable upon exercise of the Warrants directly and beneficially owned by it; | |
| (ii) | Iroquois Master Fund Ltd., a Cayman Islands exempted limited company (the “Iroquois Master Fund”), with respect to the Shares directly and beneficially owned by it and the Shares which are issuable upon exercise of the Warrants and upon conversion of the Convertible Note directly and beneficially owned by it; | |
| (ii) | Iroquois Capital Investment Group LLC, a Delaware limited liability company (the “Iroquois Investment”), with respect to the Shares directly and beneficially owned by it and the Shares which are issuable upon exercise of the Warrants directly and beneficially owned by it; | |
| (iv) | Richard Abbe, with respect to the Shares he beneficially owns as the Director of Iroquois Master Fund, President of Iroquois Capital and Managing Member of Iroquois Investment. |
Each of the foregoing is referred to as a
“Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons
is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons
are hereby filing a joint Schedule 13D.
The filing of this statement on Schedule 13D
and any future amendments hereto, and the inclusion of information herein and therein, shall not be construed as an admission that
any of the Reporting Persons, for the purpose of Section 13(d) of the Act or otherwise, is the beneficial owner of any shares of
Common Stock.
(b) The
address of the principal office of each of the Reporting Persons is 205 East 42nd Street, 20th Floor, New York, New York 10017.
The officers and directors of Iroquois Master Fund and their principal occupations and business addresses are set forth on Schedule
A to this Schedule 13D and are incorporated by reference in this Item 2.
(c) The
principal business of Iroquois Capital is serving as an investment adviser that provides investment advisory services to Iroquois
Master Fund. Iroquois Master Fund and Iroquois Investment each have been formed for the purpose of making equity investments and,
on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. The principal
business of both Iroquois Master Fund and Iroquois Investment is serving as a private investment fund. The principal occupation
of Mr. Abbe is serving as the President of Iroquois Capital. Mr. Abbe is also the Managing Member of Iroquois Investment.
