Giga-tronics Incorporated (OTCMKTS: GIGA) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01Entry into a Material Definitive Agreement.

At December 7, 2018, Giga-tronics Incorporated (the “Company”) issued and sold 6,800 additional shares of its 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock (“Series E Shares”) to approximately 5 investors in a private placement to a Securities Purchase Agreement.

The purchase price for each Series E Share was $25.00, resulting in total gross proceeds of $170,000. Emerging Growth Equities, Ltd. served as the Company’s exclusive placement agent in connection with the private placement. Fees payable to Emerging Growth Equities, Ltd. at completion of the transaction were 5% of gross proceeds. Proceeds to the Company after fees and expenses will be approximately $161,500. The Company expects to use the proceeds for working capital and general corporate purposes.

The form of the Series Purchase Agreement was included as an exhibit to the Company’s Form 8-K filed on March 30, 2018 in which the Company reported its initial sale of Series E Shares. New investors purchasing Series E shares also signed the Investor Rights Agreement to which the other Series E shareholders are parties. There are now a total of 78,800 Series E Shares outstanding.

Item 1.01Unregistered Sales of Equity Securities.

See Item 1.01 for a description of the Company’s unregistered sale of Series E Shares and a warrant to purchase common stock. The Company issued the securities described therein in reliance on the exemption from registration under Section 4(2) of the Securities Act of 1933. The Company intends to use the proceeds of the sale of Series E Shares for working capital purposes.

Item 1.01 Financial Statements and Exhibits.

Reference is made to the exhibits listed in the Exhibit Index included with this Form 8-K.