Grundläggande statistik
LEI | 549300ZC8V7CRDX5FH47 |
CIK | 719274 |
SEC Filings
SEC Filings (Chronological Order)
November 14, 2024 |
GIGAQ / Gresham Worldwide, Inc. / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 6)* Gresham Worldwide, Inc. (Name of Issuer) Common Stock, No par value (Title of Class of Securities) 375175106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuan |
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August 16, 2024 |
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): August 12, 2024 Gresham Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commissi |
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August 15, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2024 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transiti |
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June 27, 2024 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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): June 23, 2024 Gresham Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission |
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June 27, 2024 |
Exhibit 10.1 AGREEMENT AND PLAN OF MERGER by and among AULT DISRUPTIVE TECHNOLOGIES CORPORATION, ADRT MERGER SUB, INC., AND GRESHAM WORLDWIDE, INC. dated as of June 23, 2024 TABLE OF CONTENTS Page ARTICLE I. CERTAIN DEFINITIONS 2 Section 1.01 Definitions. 2 Section 1.02 Construction. 17 Section 1.03 Knowledge. 18 Section 1.04 Equitable Adjustments. 19 ARTICLE II. THE MERGER 19 Section 2.01 The Mer |
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May 17, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GRESHAM WORLDWIDE, INC. |
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May 17, 2024 |
Certificate of Amendment of Articles of incorporation Certificate of Amendment of Articles of Incorporation Jonathan Read and Lutz Henckels certify that: 1. |
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May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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May 16, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2024 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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May 8, 2024 |
Gresham Worldwide, Inc. 7272 E. Indian School Rd., Suite 540 Scottsdale, AZ 85251 May 8, 2024 Gresham Worldwide, Inc. 7272 E. Indian School Rd., Suite 540 Scottsdale, AZ 85251 May 8, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Office of Real Estate and Construction Re: Gresham Worldwide, Inc. Registration Statement on Form S-1 Filed February 13, 2023 File No. 333-269737 Ladies and Gentlemen: Pursuant to Rule 477 promulgated under the Securities Act of |
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May 1, 2024 |
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): April 26, 2024 Gresham Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commissio |
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April 15, 2024 |
Fiscal Year 2023 to Fiscal Year 2022 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 15, 2024 | ||
April 2, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2023 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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March 8, 2024 |
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): March 1, 2024 Gresham Worldwide, Inc. (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission |
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March 8, 2024 | ||
February 14, 2024 |
GIGA / Giga-tronics Incorporated / LYTTON LAURENCE W Passive Investment SC 13G/A 1 giga13ga5.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* Giga-tronics Incorporated (Name of Issuer) Common Stock, No par value (Title of Class of Securities) 375175106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to |
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December 19, 2023 |
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): December 18, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Comm |
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November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPO |
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November 6, 2023 |
Form of 12% Senior Secured Subordinated Promissory Note issued to Ault Lending, LLC EXHIBIT 4.1 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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November 6, 2023 |
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 31, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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November 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☒ Definitive Information Statement GIGA-TRONICS INCORP |
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November 1, 2023 |
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 26, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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October 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)) ☐ Definitive Information Statement GIGA-TRONICS INCORP |
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October 17, 2023 |
Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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October 17, 2023 |
Exhibit 10.2 GIGA-TRONICS INCORPORATED. 7272 E. Indian School Rd, Suite 540 Scottsdale, Arizona October 11, 2023 Sent Via Email Only: [] [] Attention: [] Attention: Gentlemen: Reference is made to that certain Senior Secured Convertible Promissory Note in the original principal amount of $4,382,740 and that certain 10% Senior Secured Convertible Promissory Note in the original principal amount of |
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October 17, 2023 |
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 11, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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October 17, 2023 |
Exchange and Waiver Agreement dated as of October 11, 2023 Exhibit 10.1 GIGA-TRONICS INCORPORATED. 7272 E. Indian School Rd, Suite 540 Scottsdale, Arizona October 11, 2023 Sent Via Email Only: [] [] Attention: , [] Ladies and Gentlemen: Reference is made to that certain Senior Secured Convertible Promissory Note in the original principal amount of $1,666,666.67 (each a “Prior Note” and collectively the “Prior Notes”) issued to each of and , (each, a “Hold |
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October 17, 2023 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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October 4, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 8, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Co |
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October 4, 2023 |
GRESHAM WORLDWIDE, INC. AND SUBSIDIARIES TABLE OF CONTENTS Exhibit 99.2 GRESHAM WORLDWIDE, INC. AND SUBSIDIARIES TABLE OF CONTENTS (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2022 and 2021 3 Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and six months ended |
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October 4, 2023 |
GRESHAM WORLDWIDE, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS EX-99.1 2 giga-ex991.htm EX-99.1 Exhibit 99.1 GRESHAM WORLDWIDE, INC. AND SUBSIDIARIES INDEX TO FINANCIAL STATEMENTS Reports of Independent Registered Public Accounting Firm – Marcum LLP 2 Report of Independent Registered Public Accounting Firm – Ziv Haft 3 Consolidated Balance Sheets as of December 31, 2021 and 2020 5 Consolidated Statements of Operations and Comprehensive Loss for the Years Ende |
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October 4, 2023 |
Unaudited Pro Forma Condensed Consolidated Balance Sheets As of June 30, 2022 (In thousands) Exhibit 99.3 Unaudited Pro Forma Condensed Consolidated Balance Sheets As of June 30, 2022 (In thousands) Gresham Giga-tronics Pro Forma 30-Jun 25-Jun Transaction Pro Forma 2022 2022 Adjustments Notes Combined ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,686 $ 400 $ 598 A,G $ 2,684 Marketable equity securities — - Accounts receivable 5,503 1,510 — 7,013 Accrued revenue 2,177 609 — 2,786 Inv |
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October 4, 2023 |
Unaudited Pro Forma Condensed Consolidated Balance Sheets As of December 31, 2021 (In thousands) Exhibit 99.4 Unaudited Pro Forma Condensed Consolidated Balance Sheets As of December 31, 2021 (In thousands) Gresham Giga-tronics Pro Forma December 31, December 25, Transaction Pro Forma 2021 2021 Adjustments Notes Combined ASSETS CURRENT ASSETS Cash and cash equivalents $ 1,599 $ 316 $ 598 A,G $ 2,513 Accounts receivable 4,554 223 — 4,777 Accrued revenue 2,283 1,620 — 3,903 Inventories, net 4,2 |
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August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPORATED |
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August 1, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Giga-tronics Incorporated (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0. |
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August 1, 2023 |
As filed with the Securities and Exchange Commission on July 31, 2023 As filed with the Securities and Exchange Commission on July 31, 2023 Registration No. |
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July 6, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPORATE |
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May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2023 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit |
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May 11, 2023 |
Form of Secured Convertible Note Execution Copy Exhibit 10.45 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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May 11, 2023 |
Exhibit 19.1 GIGA-TRONICS INCORPORATED CORPORATE POLICY Title: Insider Trading Issue Date: 02/26/2019 Page 1 of 2 This insider trading policy applies to employees, officers and directors of Giga-tronics Incorporated and its subsidiaries (collectively, the "Company"), including their family members. Some portions of the policy apply only to officers and directors and persons deemed to be "Insiders. |
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May 11, 2023 |
Employment Agreement – Timothy Long++ Exhibit 10.52 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this 24th day of June 2021, but effective as of April 1, 2021 ("Effective Date”), by and between Gresham Worldwide, Inc., a Delaware corporation and wholly owned subsidiary of Ault Global Holdings, Inc., a Delaware corporation (“AGH”), with an address of 7690 East Came |
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May 11, 2023 |
Execution Copy Exhibit 10.38 EXCHANGE AGREEMENT This EXCHANGE AGREEMENT (this “Agreement”), is dated as of December 31, 2022, by and between Giga-tronics Incorporated, a California corporation (the “Company”), and BitNile Holdings, Inc., a Delaware corporation (the “Holder”). WHEREAS: A. The Holder is the owner, beneficially and of record, a Senior Secured Convertible Promissory Note due February |
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May 11, 2023 |
Exhibit 10.54 CONVERTIBLE TERM NOTE $1,500,000.00 June 29, 2021 (the “Issuance Date”) FOR VALUE RECEIVED, the undersigned Microphase Corporation (hereinafter sometimes called the “Maker”) promises to pay, on or before June 30, 2024 (the “Maturity Date”), to Gresham Worldwide, Inc., or its assigns (hereinafter called the “Lender” or the “Holder”) ), at 7960 East Camelback Road, Suite 511, Scottsdal |
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May 11, 2023 |
Exhibit 10.53 THIS WARRANT HAS BEEN, AND THE WARRANT SHARES OF COMMON STOCK WHICH MAY BE PURCHASED PURSUANT TO THE EXERCISE OF THIS WARRANT (THE "WARRANT SHARES") WILL BE, ACQUIRED SOLELY FOR INVESTMENT AND NOT WITH A VIEW TO, OR FOR RESA LE IN CONNECTION WITH, ANY DISTRIBUTION THEREOF. NEITHER THIS WARRANT NOR THE WARRANT SHARES (TOGETHER, THE "SECURITIES") HAVE BEEN REGISTERED UNDER THE SECURITI |
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May 11, 2023 |
Execution Copy Exhibit 10.46 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 31, 2022 (this “Agreement”), is by and among Giga-tronics, Incorporated, a California corporation (the “Company”), Microsource, Inc, a California company and a wholly owned subsidiary of the Company and Gresham Worldwide, Inc., a Delaware company and a wholly owned subsidiary of the Company (each, a “Guar |
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May 11, 2023 |
Form of Registration Rights Agreement Execution Copy Exhibit 10.44 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2022, between Giga-tronics, Incorporated, a California corporation (the “Company”), and the holder signatory hereto (the “Holder”). WHEREAS, this Agreement is made and entered into pursuant to the Purchase Agreement, dated as of the date hereo |
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May 11, 2023 |
Exhibit 10.55 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR |
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May 11, 2023 |
Form of Restricted Stock Unit Agreement – Jonathan Read and Timothy Long DATE \@ "M/d/yyyy h:mm am/pm" 4/15/2023 10:55 AM Exhibit 10.50 RESTRICTED STOCK UNIT AGREEMENT NON-PLAN This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”), entered into as of September 8, 2022 (the “Grant Date”), sets forth the terms and conditions of an award (this “Award”) of restricted stock units (“RSUs”) granted by Giga-tronics, Inc., a California corporation (the “Company”), to (the “Re |
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May 11, 2023 |
Stock Purchase Agreement – Relec Electronics Ltd. Exhibit 10.56 Execution Copy STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this “Agreement”) is made and entered into as of the 9th day of November, 2020 (the “Execution Date”), by and among: Tabard Holdings Inc., a Delaware corporation (the “Purchaser”), Gresham Worldwide, Inc., a Delaware corporation (the ”Guarantor”), solely for the purposes of Article IX and guaranteeing the Earn-out |
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May 11, 2023 |
Form of Stock Option Agreement – Jonathan Read and Tim Long Exhibit 10.49 NON-QUALIFIED STOCK OPTION AGREEMENT THIS NON-QUALIFIED STOCK OPTION AGREEMENT (the “Agreement”) is entered into as of September 8, 2022 (the “Grant Date”) between Giga-tronics, Inc. (the “Company”) and (the “Optionee”). WHEREAS, by action taken by the Board of Directors (the “Board”) it has adopted the 2018 Equity Incentive Plan (the “Plan”); and WHEREAS, pursuant to the Securities |
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May 11, 2023 |
Exhibit 10.5 GIGA-TRONICS INCORPORATED 2023 EQUITY INCENTIVE PLAN, as Amended 1. Scope of Plan; Definitions. (a) This 2023 Equity Incentive Plan (the “Plan”) is intended to advance the interests of Giga-Tronics Incorporated (the “Company”) and its Related Corporations by enhancing the ability of the Company to attract and retain qualified employees, consultants, Officers and directors, by creating |
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May 11, 2023 |
Exhibit 10.58 AMENDED AND RESTATED PROMISSORY NOTE Principal Amount: $4,462,925.67 January 1, 2020 (the “Issuance Date”) FOR VALUE RECEIVED, the undersigned Microphase Corporation , a Delaware corporation, maintaining an address at 100 Trap Falls Extension, Suite 400, Shelton, CT 06484 (hereinafter sometimes called the “Maker”) promises to pay, on or before December 31, 2021 (the “Maturity Date”), |
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May 11, 2023 |
Execution Copy Exhibit 10.39 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN |
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May 11, 2023 |
BitNile Holdings, Inc. Ault Lending, LLC January 3, 2023 Page 1 Exhibit 10.48 Giga-tronics, Incorporated 5990 Gleason Drive, Dublin, CA 94568 January 3, 2023 BitNile Holdings, Inc. 11411 Southern Highlands Parkway, Suite 330, Las Vegas, NV 89141 Attention: William Horne, CEO Ault Lending, LLC 11411 Southern Highlands Parkway, Suite 330, Las Vegas, NV 89141 Attention: David J. Katzoff, Manager Re: |
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May 11, 2023 |
Execution Copy Exhibit 10.47 GUARANTY GUARANTY, dated as of December 31, 2022 (this “Guaranty”), entered into by the guarantors signatory hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchaser signatory (together with its permitted assigns, the “Purchaser” or “Purchasers,” as the case may be) to that certain Securities |
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May 11, 2023 |
Email extending November 12, 2022 Note due date Exhibit 10.57 1 Annick Conway Subject: FW: subsequent event items From: Will Horne Date: Sunday, November 20, 2022 at 10:10 AM To: Lutz Henckels , J Read , Rishi Mehta Cc: Ken Cragun , David Katzoff , Jean Ho Subject: RE: subsequent event items Lutz, I confirm that Ault Lending agreed to extend the $1.3 million loan to February 14, 2023. David or Jean, please provide the requested information to L |
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May 11, 2023 |
Form of Exchange Security Agreement Execution Copy Exhibit 10.40 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of December 31, 2022 (this “Agreement”), is by and among Giga-tronics Incorporated, a California corporation (the “Company”), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, the “Guarantors” and, together with the Company, the “Debtors”) and the h |
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May 11, 2023 |
Form of Exchange Registration Rights Agreement Execution Copy Exhibit 10.41 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of December 31, 2022, between Giga-tronics Incorporated, a California corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Exchange Agreement, dated as of the date hereof, between the Compan |
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May 11, 2023 |
Exhibit 10.42 COMMON STOCK PURCHASE WARRANT GIGA-TRONICS INCORPORATED Warrant Shares: 2,000,000 Issuance Date: December 31, 2022 This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Ault Lending, LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after |
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May 11, 2023 |
Form of Securities Purchase Agreement Execution Copy Exhibit 10.43 SECURITIES PURCHASE AGREEMENT SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of December 31, 2022, by and between Giga-tronics, Incorporated, a California corporation, with offices located at 5990 Gleason Drive, Dublin, CA 94568 (the “Company”), and Ault Lending, LLC., a California company with an address in 11411 Southern Highlands Parkway, Suite 330, Las |
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May 11, 2023 |
Employment Agreement – Jonathan Read++ Exhibit 10.51 EXECUTIVE EMPLOYMENT AGREEMENT This EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into as of this September 15, 2020 (“Effective Date”), by and between Gresham Worldwide, Inc., a Delaware corporation and wholly owned subsidiary of DPW Holdings, Inc., a Delaware corporation (“DPW”),with an address of 201 Shipyard Way, Newport Beach, California 92663 (the “Compa |
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May 11, 2023 |
Fiscal Year 2021 to Fiscal Year 2020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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April 3, 2023 |
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): March 28, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commiss |
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April 3, 2023 |
Exhibt 99.1 Gresham Worldwide Fourth Quarter 2022 Bookings Exceed $8 Million Gresham ended fiscal year 2022 with approximately $30 million in backlog, a year-over-year increase as compared to $25 million at the end of fiscal year 2021 After closing the share exchange in September 2022, Gresham remains focused on executing backlog orders and increasing new business bookings with a 2023 revenue targ |
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April 3, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2022 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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February 13, 2023 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Giga-tronics I (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, no par value per share (2) Other (2) 6,880,128 $0. |
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February 13, 2023 |
Exhibit 21.1 SUBSIDIARIES OF GIGA TRONICS INCORPORATED Name of Subsidiary Jurisdiction of Organization Gresham Holdings, Inc. Delaware Microsource Inc. California Enertec Systems 2001 Ltd. * Israel Microphase Corporation ** Delaware Tabard Holdings Inc. *** Delaware Gresham Power Electronics Ltd. * England and Wales Relec Electronics Ltd. * England and Wales * Indirect subsidiary ** 63.07% owned a |
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February 13, 2023 |
Table of Contents As filed with the Securities and Exchange Commission on February 13, 2023 Registration No. |
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February 13, 2023 |
GIGA / Giga-tronics, Incorporated / LYTTON LAURENCE W Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Giga-tronics Incorporated (Name of Issuer) Common Stock, No par value (Title of Class of Securities) 375175106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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February 7, 2023 |
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 31, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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February 7, 2023 |
Form of Termination and Release Agreement - Regazzi TERMINATION AND RELEASE AGREEMENT THIS TERMINATION AND RELEASE AGREEMENT (the “Agreement”) is made and entered into as of January 30, 2023 (the “Effective Date”), by and between John Regazzi (the “Employee”) and Giga-tronics, Incorporated (the “Employer” or the “Company”). |
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January 11, 2023 |
Exhibit 4.2 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR T |
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January 11, 2023 |
Form of Registration Rights Agreement Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 10, 2023, is by and among Giga-tronics Incorporated, a company organized under the laws of the state of California with offices located at 7272 E. Indian School Road, Suite 540, Scottsdale, Arizona 85251 (the “Company”), and the undersigned buyers (each, a “Buyer,” and collectively |
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January 11, 2023 |
Form of Subordination Agreement+ Exhibit 10.3 SUBORDINATION AGREEMENT THIS SUBORDINATION AGREEMENT (“Agreement”), dated as of January 6, 2023, is made and given by AULT ALLIANCE, Inc., a Delaware corporation formerly known as BitNile Holdings, Inc. (“Junior Creditor”), in favor of (collectively, the “Senior Creditors”). A. Giga-tronics Incorporated, a company organized under the laws of the state of California (“Borrower”), is in |
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January 11, 2023 |
Form of Securities Purchase Agreement+ Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 10, 2023, is by and among Giga-tronics Incorporated, a company organized under the laws of the State of California with offices located at 7272 E. Indian School Road, Suite 540, Scottsdale, Arizona 85251 (the “Company”), and each of the investors listed on the Schedule of Buyers att |
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January 11, 2023 |
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 11, 2023 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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January 11, 2023 |
EX-4.1 2 giga-ex41.htm EX-4.1 Exhibit 4.1 NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIV |
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January 11, 2023 |
Exhibit 10.2 SECURITY AGREEMENT This Security Agreement (as amended, modified or otherwise supplemented from time to time, the “Security Agreement”), dated as of January 10, 2023, by and between Giga-tronics Incorporated, a company organized under the laws of the state of California (the “Grantor”) and (collectively, “Secured Party”). RECITALS WHEREAS, pursuant to that certain Securities Purchase |
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January 6, 2023 |
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): December 31, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Comm |
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November 25, 2022 |
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): November 20, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Comm |
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November 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPO |
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November 21, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): November 18, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Comm |
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November 21, 2022 |
Exhibit 99.1 GRESHAM WORLDWIDE, INC. AND SUBSIDIARIES TABLE OF CONTENTS (Unaudited) Condensed Consolidated Balance Sheets as of June 30, 2022 and December 31, 2021 2 Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and six months ended June 30, 2022 and 2021 3 Condensed Consolidated Statements of Changes in Stockholders? Equity for the three and six months ended |
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November 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-14605 CUSIP NUMBER 375175106 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September 30, 2022 ☐Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra |
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October 26, 2022 |
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 20, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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October 18, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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 13, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commi |
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September 27, 2022 |
Certificate of Amendment of the Articles of Incorporation Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF GIGA-TRONICS INCORPORATED The undersigned certify that: 1. They are the President and Chief Executive Officer and the Chief Financial Officer of Giga-tronics Incorporated, a California corporation, California Entity Number C0976644. 2. Article IV of the Articles of Incorporation of this corporation is amended to read as follo |
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September 27, 2022 |
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): September 22, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Com |
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September 19, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the shares of Common Stock, no par value, of Giga-tronics Incorporated, a California corporation. This |
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September 19, 2022 |
GIGA / Giga-tronics, Incorporated / Ault Global Holdings, Inc. Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2(a) (Amendment No. )1 Giga-tronics Incorporated (Name of Issuer) Common Stock, no par value (Title of Class of Securities) 375175106 (CUSIP Number) Milton C, Ault, III BITNIL |
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September 16, 2022 |
Unregistered Sales of Equity Securities 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): September 15, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Com |
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September 14, 2022 |
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): September 08, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Com |
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September 14, 2022 |
Exhibit 10.4 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of September 8, 2022 (this ?Agreement?), is by and among Giga-tronics Incorporated, a California corporation (the ?Company?), any subsidiary of the Company that is a signatory hereto either now joined or joined in the future (such subsidiaries, the ?Guarantors? and, together with the Company, the ?Debtors?) and the holder of the Com |
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September 14, 2022 |
Registration Rights Agreement+ Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this ?Agreement?) is made and entered into as of September 8, 2022, between Giga-tronics Incorporated, a California corporation (the ?Company?), and the purchaser signatory hereto (the ?Purchaser?). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and |
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September 14, 2022 |
Form of Preferred Share Repurchase Agreement+ Exhibit 10.7 GIGA-TRONICS INCORPORATED PREFERRED SHARE REPURCHASE AGREEMENT This Preferred Share Repurchase Agreement (this ?Agreement?) is entered into as of , 2022 by and between Giga-tronics Incorporated, a California corporation (the ?Company?), and the holder of the Company?s preferred shares named on the signature page to this Agreement (?Shareholder?) with respect to the following facts: A. |
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September 14, 2022 |
Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS |
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September 14, 2022 |
Securities Purchase Agreement+ Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of September 8, 2022 by and between Giga-tronics Incorporated, a California corporation (the ?Company?), and the purchaser identified on the Purchaser signature page hereto (including its successors and permitted assigns, the ?Purchaser?). WHEREAS, the Company desires to issue and sell to t |
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September 7, 2022 |
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): September 06, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Com |
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September 7, 2022 |
Exhibit 4.2 AMENDMENT TO RIGHTS AGREEMENT This Amendment to Rights Agreement dated as September 6, 2022 (this ?Amendment?) is made by and between Giga-tronics Incorporated, a California corporation (the ?Company?), and American Stock Transfer & Trust Company, LLC, a New York limited liability company, as Rights Agent (the ?Rights Agent?), and amends the Rights Agreement dated as of October 12, 202 |
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August 31, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT GIGA-TRONICS INCORPORATED (Exact name of the registrant as specified in its charter) California 001-14605 (State or other jurisdiction of (Commission incorporation or organization) file number) 5990 Gleason Drive, Dublin, CA 94568 (Address of principal executive offices) (Zip code) Lutz P. |
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August 31, 2022 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Conflict Minerals Report of Giga-tronics Incorporated. In Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Giga-tronics Incorporated. (the ?Company?) for calendar year 2021 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to Rule 13p-1, Form SD and the 1934 Act Release N |
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August 29, 2022 |
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): August 23, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commis |
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August 29, 2022 |
Exhibit 3.1 CERTIFICATE OF DETERMINATION OF SERIES F CONVERTIBLE REDEEMABLE PREFERRED STOCK OF GIGA-TRONICS INCORPORATED, a California corporation Pursuant to Section 401 of the Corporations Code of the State of California, the undersigned, John Regazzi and Lutz P. Henckels, DO HEREBY CERTIFY as follows: A. That they are the duly elected and acting Chief Executive Officer and Chief Financial Offic |
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August 23, 2022 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): August 17, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commis |
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August 23, 2022 |
Letter from Armamino LLP dated August 23, 2022 Exhibit 16.1 Armanino LLP 155 108th Ave NE Suite 820 Bellevue, WA 98004-5948 925 790 2600 main armaninoLLP.com August 23, 2022 Securities and Exchange Commission 100 F Street N.E. Washington D.C. 20549-7561 We have read Giga-tronics lncorporated's statements included in Item 4.01 of its Form 8-K dated August 23, 2022 and agree with those statements concerning our firm. /s/ Armanino LLP |
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August 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Definitive Proxy State |
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August 11, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 11, 2022 Giga-tronics Incorporated (Exact name of Registrant as Specified in Its Charter) California 001-14605 94-2656341 (State or Other Jurisdiction of Incorporation) (Commis |
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August 11, 2022 |
Giga-tronics Incorporated Reports First Quarter Fiscal 2023 Results Exhibit 99.1 NEWS RELEASE Contact: Lutz Henckels Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Incorporated Reports First Quarter Fiscal 2023 Results DUBLIN, Calif., August 11, 2022 (OTCQB: GIGA) ? Giga-tronics Incorporated (?Giga-tronics? or the ?Company?) today reported results for the first quarter of fiscal 2023, which ended June 25, 2022: F |
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August 9, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 25, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPORATED |
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August 2, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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July 21, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defi |
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July 21, 2022 |
Exhibit 107 CALCULATION OF FILING FEE TABLES Schedule 14A (Form Type) Giga-tronics Incorporated (Exact Name of Registrant as Specified in Its Charter) Table 1 ? Transaction Value Proposed Maximum Aggregate Value of Transaction(1)(2)(3) Fee Rate Amount of Filing Fee Fees to Be Paid $16,082,094 0. |
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July 5, 2022 |
Giga-tronics Reports Fiscal 2022 Fourth Quarter and Year End Results Exhibit 99.1 NEWS RELEASE Contact: Lutz Henckels Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports Fiscal 2022 Fourth Quarter and Year End Results DUBLIN, Calif., June 29, 2022 (OTCQB: GIGA) ? Giga-tronics Incorporated (?Giga-tronics? or the ?Company?) today reported results for the fourth fiscal quarter and year ended March 26, 2022: Fourth |
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July 5, 2022 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 29, 2022 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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June 24, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 26, 2022 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-14605 GIGA-TRONICS INCORPORATED (Exa |
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June 24, 2022 |
Exhibit 21 Subsidiaries of the Company Name Jurisdiction of Incorporation Microsource, Inc. California |
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April 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 5, 2022 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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April 11, 2022 |
Common Stock Purchase Warrant issued to Gresham Worldwide, Inc. Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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April 11, 2022 |
Amended and Restated Secured Promissory Note dates as of April 5, 2022 Exhibit 10.3 THIS AMENDED AND RESTATED SECURED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 12, 2021 BY AND AMONG WESTERN ALLIANCE BANK AND THE PARTIES HERETO. THE SUBORDINATION AGREEMENT CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, CERTAIN PAYMENTS AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE PARTIES HERETO. |
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April 11, 2022 |
Exhibit 2.2 AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT This AMENDMENT NO. 1 TO SHARE EXCHANGE AGREEMENT (this ?Amendment?), dated April 5, 2022, is by and between Giga-tronics Incorporated, a California corporation ( ?Giga?), BitNile Holdings, Inc., a Delaware corporation (?BitNile?), and Gresham Worldwide, Inc., a Delaware corporation and a direct wholly-owned subsidiary of BitNile (?Gresham?, a |
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April 11, 2022 |
Amendment to Security and Pledge Agreement dated April 5, 2022 Exhibit 10.4 AMENDMENT NO. 2 TO SECURITY AND PLEDGE AGREEMENT This AMENDMENT NO. 2 TO SECURITY AND PLEDGE AGREEMENT (this ?Amendment?), dated April 5, 2022, is by and between Giga-tronics Incorporated, a California corporation (the ?Debtor?) and Digital Power Lending, LLC, a California limited liability company (the ?Secured Party?). WHEREAS, the Debtor and the Secured Party entered into a Securit |
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April 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 4, 2022 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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March 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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):March 14, 2022 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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March 14, 2022 |
Investor Presentation dated March 14, 2022 Exhibit 99.1 |
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March 14, 2022 |
Investor Presentation dated March 14, 2022 Exhibit 99.1 |
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March 14, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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):March 14, 2022 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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February 16, 2022 |
GIGA / Giga-tronics, Incorporated / WIT CORNELIS F - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Giga-tronics Incorporated (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 375175106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the r |
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February 15, 2022 |
GIGA / Giga-tronics, Incorporated / LYTTON LAURENCE W Passive Investment SC 13G/A 1 giga-tronics13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Giga-tronics Incorporated (Name of Issuer) Common Stock, No par value (Title of Class of Securities) 375175106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate |
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February 11, 2022 |
GIGA / Giga-tronics, Incorporated / AWM Investment Company, Inc. - GIGA 13G/A Passive Investment THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2 )* Giga-tronics Incorporated (Name of Issuer) Common Stock, No Par Value (Title of Class of Securities) 375175304 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p |
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February 8, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPOR |
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January 13, 2022 |
Presentation for January 13, 2022 Investor Call Exhibit 99.1 |
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January 13, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 13. |
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January 13, 2022 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 13. |
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January 13, 2022 |
Presentation for January 13, 2022 Investor Call Exhibit 99.1 |
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December 29, 2021 |
Investor Presentation dated as of December 27, 2021* EX-99.2 9 ex319485.htm EXHIBIT 99.2 Exhibit 99.2 |
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December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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):December 24, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 29, 2021 |
Giga-tronics Incorporated Signs Share Exchange Agreement With BitNile Holdings and Gresham Worldwide EX-99.1 8 ex319793.htm EXHIBIT 99.1 Exhibit 99.1 Giga-tronics Incorporated Signs Share Exchange Agreement With BitNile Holdings and Gresham Worldwide Agreement provides for combination between Gresham Worldwide and Giga-tronics, which is expected to increase Giga-tronics revenue more than 250% and create strong provider of bespoke electronic solutions for the global defense industry DUBLIN, Califo |
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December 29, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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):December 24, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 29, 2021 |
Management Change in Control Cash Incentive Opportunity Exhibit 10.8 Giga-tronics Incorporated Management Change in Control Cash Incentive Opportunity 1. Purposes (a) Purpose. It is expected that the Company from time to time will consider the possibility of a Change of Control. The Board recognizes that such possibilities can cause members of management of the Company to consider alternative employment opportunities. The purpose of this document is to |
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December 29, 2021 |
Exhibit 10.5 December 22, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated June 23, 2020 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with Ault |
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December 29, 2021 |
Exhibit 10.6 December 21, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated March 19, 2019 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with Ault |
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December 29, 2021 |
Exhibit 10.7 December 19, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated November 26, 2019 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with A |
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December 29, 2021 |
Exhibit 10.4 December 24, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated June 23, 2020 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with BitNi |
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December 29, 2021 |
Management Change in Control Cash Incentive Opportunity Exhibit 10.8 Giga-tronics Incorporated Management Change in Control Cash Incentive Opportunity 1. Purposes (a) Purpose. It is expected that the Company from time to time will consider the possibility of a Change of Control. The Board recognizes that such possibilities can cause members of management of the Company to consider alternative employment opportunities. The purpose of this document is to |
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December 29, 2021 |
Exhibit 10.7 December 19, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated November 26, 2019 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with A |
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December 29, 2021 |
EX-10.6 5 ex319483.htm EXHIBIT 10.6 Exhibit 10.6 December 21, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated March 19, 2019 (“Severance Agreement”) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the “Company”). The Company expects to enter into a Share Exch |
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December 29, 2021 |
EX-10.4 3 ex319481.htm EXHIBIT 10.4 Exhibit 10.4 December 24, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated June 23, 2020 (“Severance Agreement”) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the “Company”). The Company expects to enter into a Share Excha |
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December 29, 2021 |
EX-10.1 2 ex319486.htm EXHIBIT 10.1 Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”), is entered into as of December 27, 2021 (the “Effective Date”), among GRESHAM WORLDWIDE, INC., a Delaware corporation (the “GWW”), BITNILE HOLDINGS, INC., a Delaware corporation (“BitNile”) and GIGA-TRONICS INCORPORATED, a California corporation (“Giga”). Capitalized terms us |
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December 29, 2021 |
Exhibit 10.1 SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this ?Agreement?), is entered into as of December 27, 2021 (the ?Effective Date?), among GRESHAM WORLDWIDE, INC., a Delaware corporation (the ?GWW?), BITNILE HOLDINGS, INC., a Delaware corporation (?BitNile?) and GIGA-TRONICS INCORPORATED, a California corporation (?Giga?). Capitalized terms used in this Agreement and not otherwi |
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December 29, 2021 |
Exhibit 10.5 December 22, 2021 Giga-tronics Incorporated 5990 Gleason Drive Dublin, CA 94568 Ladies and Gentlemen: Reference is made to that certain Severance Agreement dated June 23, 2020 (?Severance Agreement?) by and between the undersigned and Giga-tronics Incorporated, a California corporation (the ?Company?). The Company expects to enter into a Share Exchange Agreement (the ?SEA?) with Ault |
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December 29, 2021 |
Investor Presentation dated as of December 27, 2021* Exhibit 99.2 |
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December 29, 2021 |
News Release issued by Giga-tronics Incorporated on December 28, 2021* EX-99.1 8 ex319802.htm EXHIBIT 99.1 Exhibit 99.1 Giga-tronics Incorporated Signs Share Exchange Agreement With BitNile Holdings and Gresham Worldwide Agreement provides for combination between Gresham Worldwide and Giga-tronics, which is expected to increase Giga-tronics revenue more than 250% and create strong provider of bespoke electronic solutions for the global defense industry DUBLIN, Califo |
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November 18, 2021 |
Secured Promissory Note dated November 12, 2021 Exhibit 10.1 THIS SECURED PROMISSORY NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 12, 2021 BY AND AMONG WESTERN ALLIANCE BANK AND THE PARTIES HERETO. THE SUBORDINATION AGREEMENT CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, CERTAIN PAYMENTS AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE PARTIES HERETO. SECURED PROMISSORY NO |
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November 18, 2021 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 12, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 18, 2021 |
Security and Pledge Agreement dated November 12, 2021 Exhibit 10.2 THIS SECURITY AND PLEDGE AGREEMENT IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT DATED AS OF NOVEMBER 12, 2021 BY AND AMONG WESTERN ALLIANCE BANK AND THE PARTIES HERETO. THE SUBORDINATION AGREEMENT CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, CERTAIN PAYMENTS AND THE EXERCISE OF CERTAIN RIGHTS AND REMEDIES BY THE PARTIES HERETO. SECURITY AND PL |
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November 10, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 9, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 10, 2021 |
Giga-tronics Reports Fiscal 2022 Second Quarter Results Exhibit 99.1 NEWS RELEASE Contact: Lutz Henckels Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports Fiscal 2022 Second Quarter Results Dublin, CA ? November 9, 2021 ? Giga-tronics Incorporated (OTCQB: GIGA) (the ?Company?) today reported results for the second fiscal quarter and six months ended September 25, 2021: Second Quarter Fiscal Year |
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November 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 25, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPO |
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August 12, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 10, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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August 12, 2021 |
Giga-tronics Incorporated Reports Fiscal 2022 First Quarter Results Exhibit 99.1 NEWS RELEASE Contact: Lutz Henckels Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Incorporated Reports Fiscal 2022 First Quarter Results Dublin, CA ? August 10, 2021 ? Giga-tronics Incorporated (OTCQB: GIGA) (the ?Company?) today reported results for the first quarter of fiscal 2022 which ended June 26, 2021: First Quarter Fiscal Ye |
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August 10, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 26, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPORATED |
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August 10, 2021 |
Form of Amended and Restated Prefunded Warrant to Purchase Common Stock dated as of July 29, 2021 Exhibit 10.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED |
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July 26, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 27, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-14605 GIGA-TRONI |
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June 25, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 27, 2021 Or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-14605 GIGA-TRONICS INCORPORATED (Exa |
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June 25, 2021 |
Exhibit 21 Subsidiaries of the Company Name Jurisdiction of Incorporation Microsource, Inc. California |
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April 30, 2021 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this ?Agreement?) is dated as of April 27, 2021, between Giga-tronics Incorporated, a California corporation (the ?Company?), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a ?Purchaser? and collectively, the ?Purchasers?). WHEREAS, subject to the terms and condi |
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April 30, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 27, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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April 30, 2021 |
Exhibit 4.1 THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND, ACCORDINGLY, MAY NOT BE TRANSFERRED UNLESS (I) SUCH SECURITIES HAVE BEEN REGISTERED FOR SALE PURSUANT TO THE SECURITIES ACT OF 1933, AS AMENDED, |
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April 30, 2021 |
Exhibit 99.1 NEWS RELEASE For Release on April 29, 2021 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Announces $1.5 Million Private Placement And Preliminary Unaudited Fourth Quarter and Fiscal Year 2021 Results Dublin, CA ? April 29, 2021 ? Giga-tronics Incorporated (OTCQB: GIGA) (the ?Company?) announced a |
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April 30, 2021 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this ?Agreement?) is made and entered into as of April 27, 2021, between Giga-tronics Incorporated, a California corporation (the ?Company?), and each of the several purchasers signatory hereto (each such purchaser, a ?Purchaser? and, collectively, the ?Purchasers?). This Agreement is made pursuant to the Securities Pur |
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April 20, 2021 |
Conflict Minerals Report as required by Items 1.01 and 1.02 of this Form. Exhibit 1.01 Conflict Minerals Report of Giga-tronics Incorporated. In Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Giga-tronics Incorporated. (the ?Company?) for calendar year 2020 in accordance with Rule 13p-1 (?Rule 13p-1?) under the Securities Exchange Act of 1934 (the ?1934 Act?). Please refer to Rule 13p-1, Form SD and the 1934 |
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April 20, 2021 |
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Giga-tronics Incorporated (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 0-12719 (Commission File No.) 94-2656341 (IRS Employer Identification Number) 5990 Gleason Drive, Dublin, CA (Address of principal executive office |
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February 16, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Giga-tronics Incorporated (Name of Issuer) Common Stock, No par value (Title of Class of Securities) 375175106 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua |
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February 8, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 4, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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February 4, 2021 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 4, 2021 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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February 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPOR |
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February 4, 2021 |
Giga-tronics Reports 55% Increase in Fiscal 2021 Third Quarter Revenue Exhibit 99.1 NEWS RELEASE For Release on February 4, 2021 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports 55% Increase in Fiscal 2021 Third Quarter Revenue Dublin, CA – February 4, 2021 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported results for the third fiscal quarter and nine months |
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January 19, 2021 |
Registration No. 333- As filed with the Securities and Exchange Commission on January 15, 2021 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GIGA-TRONICS INCORPORATED (Exact name of registrant as specified in its charter) California 94-2656341 (State or other jurisdiction (IRS Employer Identification No.) of |
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December 31, 2020 |
Form of Option Agreement under the 2018 Equity Incentive Plan (one year vesting) Exhibit 10.2 Stock Option Award Agreement Giga-tronics Incorporated, a California corporation, and the undersigned person (“Optionee”) are entering into this Stock Option Agreement effective as of the Grant Date set forth below. The Company has granted to Optionee the option (the “Option”) to purchase the number of shares (the “Shares”) of common stock, no par value, of the Company (“Stock”) set f |
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December 31, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 29, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 31, 2020 |
Exhibit 10.1 Stock Option Award Agreement Giga-tronics Incorporated, a California corporation, and the undersigned person (“Optionee”) are entering into this Stock Option Agreement effective as of the Grant Date set forth below. The Company has granted to Optionee the option (the “Option”) to purchase the number of shares (the “Shares”) of common stock, no par value, of the Company (“Stock”) set f |
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December 14, 2020 |
Regulation FD Disclosure, Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 11, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 14, 2020 |
Investor Presentation dated December 11, 2020 Exhibit 99.1 |
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November 5, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 26, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPO |
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November 5, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 5, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 5, 2020 |
Giga-tronics Reports Fiscal 2021 Second Quarter And Six Months Results Exhibit 99.1 NEWS RELEASE For Release on November 5, 2020 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President & CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports Fiscal 2021 Second Quarter And Six Months Results Dublin, CA – November 5, 2020 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported results for the second quarter and six months ended |
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October 13, 2020 |
Exhibit 99.1 Giga-tronics Announces Receipt of Orders Totaling $4.96 Million, Preliminary Operating Results for Second Quarter Fiscal 2021 and Adoption of Shareholder Rights Plan Dublin, CA – October 13, 2020 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) today announced that it has received orders from Boeing totaling $4.96 million for custom microwave filters for the F-15 aircraft. Th |
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October 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GIGA-TRONICS INCORPORATED (Exact name of registrant as specified in its charter) California 94-2656341 (State of incorporation or organization) (I.R.S. Employer Identification No.) 4650 Norris Cany |
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October 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 8, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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October 13, 2020 |
Exhibit 4.1 RIGHTS AGREEMENT This Rights Agreement (the “Agreement”) is made and entered into as of October 12, 2020, by and between GIGA-TRONICS INCORPORATED, a California corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability company (the “Rights Agent”). WHEREAS, the Board of Directors of the Company has authorized and declared a dividend of |
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September 25, 2020 |
Financial Statements and Exhibits - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 21, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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September 23, 2020 |
Submission of Matters to a Vote of Security Holders - FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 17, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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September 3, 2020 |
GIGA / Giga-tronics Inc. / WIT CORNELIS F - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Giga-tronics Incorporated (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 375175106 (CUSIP Number) August 27, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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September 2, 2020 |
GIGA / Giga-tronics Inc. / WIT CORNELIS F - SCHEDULE 13G/A Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Giga-tronics Incorporated (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 375175106 (CUSIP Number) August 27, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rul |
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September 1, 2020 |
GIGA / Giga-tronics Inc. / Spring Mountain Capital, LLC - SC 13D/A Activist Investment CUSIP No. 375175106 SCHEDULE 13D Page 1 of 15 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) GIGA-TRONICS INCORPORATED (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 375175106 (CUSIP Number) Mr. John L. Steffens c/o Spring Mountain Capital, LP 650 Madison Avenue, |
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August 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 6, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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August 6, 2020 |
Giga-tronics Reports Results for First Quarter FY 2021 Exhibit 99.1 NEWS RELEASE For Release on August 6, 2020 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President, CFO, COO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports Results for First Quarter FY 2021 Dublin, CA – August 6, 2020 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) today reported results for its first fiscal quarter ended June 27, 2020. Revenue |
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August 6, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 27, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPORATED |
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July 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): July 20, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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July 23, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☒ Check the appropriate box: ☐ Preliminary Proxy Statement ☒ Definitive Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) |
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July 23, 2020 |
Giga-tronics Names Lutz P. Henckels Chief Operating Officer Exhibit 99.1 NEWS RELEASE Giga-tronics Names Lutz P. Henckels Chief Operating Officer Dublin, CA – July 23, 2020 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) today announced that its Board Of Directors has appointed Lutz P. Henckels Chief Operating Officer. With this new appointment, Dr. Henckels now serves as the Company’s Executive Vice President, Chief Financial Officer and Chief O |
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July 21, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): June 23, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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June 24, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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June 24, 2020 |
Severance Agreement between the Company and John Regazzi dated June 23, 2020 Exhibit 10.1 GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made and entered into by and between John Regazzi (“Employee”) and Giga-tronics Incorporated, a California corporation (the “Company”), effective as of June 23, 2020 (the “Effective Date”). This Agreement amends and restates in its entirety the Severance Agreement dated June 3, 2010 by Employee |
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June 24, 2020 |
Severance Agreement between the Company and Lutz Henckels dated June 23, 2020 Exhibit 10.2 GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made and entered into by and between Lutz P. Henckels (“Employee”) and Giga-tronics Incorporated, a California corporation (the “Company”), effective as of May , 2020 (the “Effective Date”). This Agreement amends and restates in its entirety the Severance Agreement dated April 11, 2019 by Emplo |
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May 28, 2020 |
Exhibit 21 Significant Subsidiaries Name Jurisdiction of Incorporation Microsource, Inc. California |
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May 28, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 28, 2020 Or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission File No. 001-14605 GIGA-TRONICS INCORPORATED (Exa |
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May 28, 2020 |
Giga-tronics Reports Results for Q4 FY 2020 and FY 2020 Exhibit 99.1 NEWS RELEASE For Release on May 28, 2020 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President & CFO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports Results for Q4 FY 2020 and FY 2020 - Fourth Quarter 2020 Revenue and Profitability Impacted by Temporary Closure Due to California Shelter-in-Place Order; Company Resumed Full Production in April - Solid Sal |
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May 28, 2020 |
Severance Agreement between the Company and Daniel Kirby dated November 26, 2019 Exhibit 10.7 GIGA-TRONICS INCORPORATED SEVERANCE AGREEMENT This Severance Agreement (the “Agreement”) is made and entered into by and between DANIEL DIRBY (“Employee”) and Giga-tronics Incorporated, a California Corporation (the “Company”), effective as of November 26, 2019 (the “Effective Date”). This Agreement supersedes any existing Severance Agreement or other agreement providing similar benef |
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May 28, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 28, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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May 28, 2020 |
Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 As of March 28, 2020, Giga-tronics Incorporated (the “Company,” “we,” “us,” and “our”) had one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Common Stock, without par value (“Common Stock”). DESCRI |
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April 27, 2020 |
Promissory Note dated April 21, 2020 between the Company and Western Alliance Bank Exhibit 10.1 |
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April 27, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): April 23, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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April 15, 2020 |
Exhibit 1.01 Conflict Minerals Report of Giga-tronics Incorporated. In Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Giga-tronics Incorporated. (the “Company”) for calendar year 2019 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchange Act of 1934 (the “1934 Act”). Please refer to Rule 13p-1, Form SD and the 1934 |
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April 15, 2020 |
GIGA / Giga-tronics Inc. SD - - FORM SD THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report Giga-tronics Incorporated (Exact name of registrant as specified in its charter) California (State or other jurisdiction of incorporation) 0-12719 (Commission File No.) 94-2656341 (IRS Employer Identification Number) 5990 Gleason Drive, Dublin, CA (Address of principal executive office |
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March 20, 2020 |
GIGA / Giga-tronics Inc. / WIT CORNELIS F - SCHEDULE 13G Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Giga-tronics Incorporated (Name of Issuer) Common Stock, no par value per share (Title of Class of Securities) 375175106 (CUSIP Number) March 11, 2020 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule |
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March 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 11, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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March 13, 2020 |
Form of Securities Purchase Agreement Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) dated as of March 11, 2020 is made by and between Giga-tronics Incorporated, a corporation organized in the State of California (the “Company”), and the purchaser identified on the signature page hereto ( “Purchaser”). RECITALS A Purchaser wishes to purchase, and the Company wishes to sell, at the Purc |
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March 13, 2020 |
Form of Investor Rights Agreement Exhibit 10.2 Investor rights agreement This Investor Rights Agreement (this “Agreement”) is made and entered into as of March 11, 2020, by and between Giga-tronics Incorporated, a corporation organized in the State of California (the “Company”), and the purchaser identified on the signature page hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated a |
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February 6, 2020 |
Giga-tronics Reports 39% Year-Over-Year Revenue Growth in Third Quarter Fiscal Year 2020 Exhibit 99.1 NEWS RELEASE For Release on February 6, 2020 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President & CFO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports 39% Year-Over-Year Revenue Growth in Third Quarter Fiscal Year 2020 Dublin, CA – February 6, 2020 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported results for the third quarter and nine |
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February 6, 2020 |
GIGA / Giga-tronics Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 28, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS INCORPOR |
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February 6, 2020 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 6, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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February 4, 2020 |
Exhibit 10.1 MODIFICATION NO. 5 TO LOAN AND SECURITY AGREEMENT This Fifth Modification No. 5 to Loan and Security Agreement (this “Fifth Modification”) is entered into as of January 31, 2020 (the “Fifth Modification Effective Date”), by and between Partners for Growth V, L.P. (“PFG”), Giga-tronics Incorporated, a California corporation, and Microsource, Inc., a California corporation (individually |
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February 4, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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 1, 2020 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 13, 2019 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF GIGA-TRONICS INCORPORATED The undersigned certify that: 1. They are the President and Chief Executive Officer and the Chief Financial Officer of Giga-tronics Incorporated, a California corporation. 2. Article IV of the Articles of Incorporation of this corporation is amended to read as follows: “IV. This Corporation is author |
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December 13, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 12, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 13, 2019 |
Giga-tronics Incorporated Announces Completion of Previously Announced Reverse Split of Common Stock Exhibit 99.1 NEWS RELEASE For Release on December 12, 2019 Giga-tronics Incorporated Announces Completion of Previously Announced Reverse Split of Common Stock - Company undertakes reverse split with the intent to uplist - to a national securities exchange - DUBLIN, California, December 12, 2019 - (GLOBE NEWSWIRE) - (OTCQB: GIGA) Giga-tronics Incorporated (the “Company”) announced today that its p |
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December 6, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 6, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 2, 2019 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): December 2, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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December 2, 2019 |
Exhibit 99.1 NEWS RELEASE For Release on December 2, 2019 Giga-tronics Incorporated Announces Effective Date of Previously Announced Reverse Split of Common Stock DUBLIN, California, December 2, 2019 - (GLOBE NEWSWIRE) - (OTCQB: GIGA) Giga-tronics Incorporated (the “Company”) announced today that its previously announced 1-for-15 reverse split of its common stock will become effective as of Decemb |
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November 19, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 15, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 19, 2019 |
Giga-tronics Names Daniel S. Kirby Vice President of Business Development Exhibit 99.1 NEWS RELEASE For Release on November 19, 2019 Giga-tronics Names Daniel S. Kirby Vice President of Business Development Dublin, CA – November 19, 2019 – Giga-tronics Incorporated (OTCQB: GIGA) (“the Company”), announced today the appointment of Daniel S. Kirby as the Vice President of Business Development. Mr. Kirby, currently the Director of Business Development, joined Giga-tronics |
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November 12, 2019 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 12, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 12, 2019 |
Exhibit 99.1 NEWS RELEASE For Release on November 12, 2019 Contact: Lutz Henckels 4:02 PM (ET) Executive Vice President & CFO [email protected] (925) 328-4650 ext. 4698 Giga-tronics Reports 13% Revenue Growth and Third Consecutive Quarter of Net Profitability for the Second Quarter FY 2020 Dublin, CA – November 12, 2019 – Giga-tronics Incorporated (OTCQB: GIGA) (the “Company”) reported res |
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November 12, 2019 |
GIGA / Giga-tronics Inc. 10-Q - Quarterly Report - FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 28, 2019 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No. 001-14605 GIGA-TRONICS I |
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November 8, 2019 |
Underwriting Agreement dated November 6, 2019 EX-1.1 2 ex163605.htm EXHIBIT 1.1 Exhibit 1.1 GIGA-TRONICS INCORPORATED UNDERWRITING AGREEMENT 10,400,000 Shares of Common Stock November 6, 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Giga-tronics Incorporated, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell |
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November 8, 2019 |
Exhibit 99.1 Giga-tronics Incorporated Announces Pricing of Public Offering and Planned Reverse Split of Common Stock DUBLIN, California, November 6, 2019 - (GLOBE NEWSWIRE) - (OTCQB: GIGA) —Giga-tronics Incorporated (the “Company”) today announced that it has priced an underwritten public offering of 10,400,000 shares of its common stock at the price of $0.25 per share. The Company has granted th |
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November 8, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): November 6, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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November 7, 2019 |
10,400,000 Shares of Common Stock GIGA-TRONICS INCORPORATED Filed Pursuant to Rule 424(b)(4) Registration No. 333-233987 10,400,000 Shares of Common Stock GIGA-TRONICS INCORPORATED We are offering 10,400,000 shares of our common stock at an offering price of $0.25 per share. Our common stock is quoted on the OTCQB tier of the OTC Market under the symbol GIGA. The high and low trading prices for shares of our common stock on November 5, 2019, were $0.30 and |
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November 1, 2019 |
GIGA / Giga-tronics Inc. S-1/A - - FORM S-1/A As filed with the Securities and Exchange Commission on November 1, 2019 Registration Statement No. |
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November 1, 2019 |
Form of Underwriting Agreement Exhibit 1.1 GIGA-TRONICS INCORPORATED UNDERWRITING AGREEMENT [●] Shares of Common Stock , 2019 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Giga-tronics Incorporated, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) |
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November 1, 2019 |
GIGA / Giga-tronics Inc. CORRESP - - Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 November 1, 2019 VIA EDGAR CORRESPONDENCE U. |
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November 1, 2019 |
GIGA / Giga-tronics Inc. CORRESP - - Giga-tronics Incorporated 5990 Gleason Drive Dublin, California 94568 November 1, 2019 VIA EDGAR CORRESPONDENCE U. |
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October 28, 2019 |
GIGA / Giga-tronics Inc. S-1/A - - FORM S-1/A As filed with the Securities and Exchange Commission on October 28, 2019 Registration Statement No. |
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October 28, 2019 |
Exhibit 4.1 [FORM OF UNDERWRITER WARRANT] PURSUANT TO THE TERMS OF SECTION 1 OF THIS WARRANT, ALL OR A PORTION OF THIS WARRANT MAY HAVE BEEN EXERCISED, AND THEREFORE THE ACTUAL NUMBER OF WARRANT SHARES REPRESENTED BY THIS WARRANT MAY BE LESS THAN THE AMOUNT SET FORTH ON THE FACE HEREOF. GIGA-TRONICS INCORPORATED Warrant To Purchase Common Stock Warrant No.: Number of Shares of Common Stock: Date o |
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September 27, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 27, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |
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September 27, 2019 |
GIGA / Giga-tronics Inc. S-1 - Registration Statement - FORM S-1 As filed with the Securities and Exchange Commission on September 27, 2019 Registration Statement No. |
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September 25, 2019 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT OF THE ARTICLES OF INCORPORATION OF GIGA-TRONICS INCORPORATED The undersigned certify that: 1. They are the President and Chief Executive Officer and the Chief Financial Officer of Giga-tronics Incorporated, a California corporation. 2. Article IV of the Articles of Incorporation of this corporation is amended to read as follows: “IV. This corporation is author |
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September 25, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): September 19, 2019 Giga-tronics Incorporated (Exact Name of Registrant as Specified in Charter) California 0-12719 94-2656341 (State or Other Jurisdiction of Incorporation) (Commission File Number) (I. |