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

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

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Entry into a Material Definitive Agreement.

On November 21, 2018, Giga-tronics Incorporated (the “Company”) issued and sold 2,000 additional shares of its 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock (“Series E Shares”) to one investor 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 $50,000. 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 $47,500. 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 72,000 Series E Shares outstanding.

Item 3.02

Unregistered Sales of Equity Securities.

See Item 1.01 for a description of the Company’s unregistered sale of Series E Shares. 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 5.03

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On November 20, 2018, prior to completing the sale of Series E Shares described in Items 1.01 and 3.02 of this Report, the Company filed with the California Secretary of State an amendment to the Certificate of Determination for the Series E Shares, increasing the number of preferred shares designated as Series E Shares from 70,000 to 100,000. A copy of the amendment is attached to this report as Exhibit 3.3.

Item 9.01

Financial Statements and Exhibits.

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

Exhibit Index


GIGA TRONICS INC Exhibit
EX-3.3 2 ex_130607.htm EXHIBIT 3.3 ex_130607.htm Exhibit 3.3   CERTIFICATE OF AMENDMENT OF CERTIFICATE OF DETERMINATION OF 6.0% SERIES E SENIOR CONVERTIBLE VOTING PERPETUAL PREFERRED STOCK OF GIGA-TRONICS INCORPORATED,…
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