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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)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

7272 E. Indian School Rd,

Suite 540

 

Scottsdale, Arizona

 

85251

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (833) 457 6667

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, No par value

 

GIGA

 

OTCQB Market

Preferred Share Purchase Rights

 

N/A

 

N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On September 22, 2022, Giga-Tronics Incorporated (the “Company”) filed a Certificate of Amendment to the Articles of Incorporation (the “Amendment”) with the California Secretary of State to increase the number of shares the Company is authorized to issue to 101,000,000 shares by increasing the number of authorized shares of common stock from 13,333,333 shares to 100,000,000 shares. The Amendment became effective upon filing.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, a copy which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.

Exhibit

3.1

Certificate of Amendment of the Articles of Incorporation

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

GIGA-TRONICS INCORPORATED

 

 

 

 

Date:

September 27, 2022

By:

/s/ JONATHAN READ

 

 

 

Name: Jonathan Read
Title: Chief Executive Officer

 

 

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 follows:

“IV. This corporation is authorized to issue two classes of stock, to be designated respectively “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 101,000,000 shares of which 100,000,000 shares shall be Common Stock and 1,000,000 shares shall be Preferred Stock.

3.
The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The corporation has shares of Common Stock and Preferred Stock outstanding. The total number of outstanding shares entitled to vote with respect to the amendment are 2,777,230 shares of Common Stock and 24,481.51 shares of Preferred Stock consisting of 9,245 shares of Series B Convertible Voting Perpetual Preferred Stock, 3,424.65 shares of Series C Convertible Voting Perpetual Preferred Stock, 5,111.86 shares of Series D Convertible Voting Perpetual Preferred Stock and 5,700 shares of Series E 6% Senior Convertible Voting Perpetual Preferred Stock. The number of shares of each class and series voting in favor of the amendment equaled or exceeded the vote required. The number of outstanding voting shares voting in favor of the amendment equaled or exceed the vote required. The percentage vote required was (1) more than 50% of the Common Stock entitled to vote, (2) more than 50% of the Preferred Stock entitled to vote, (3) more than 50% of each series of Preferred Stock entitled to vote, each such series voting as a separate class, and (4) more than 50% of the shares of Common Stock and Preferred Stock entitled to vote, voting together as a single class.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

 

 

 

 

 

 

 

 

 

Executed at Dublin, California on September 19, 2022.

/s/ Jonathan Read__________________________

Jonathan Read, President and
Chief Executive Officer

 

/s/ Lutz P. Henckels________________________

Lutz P. Henckels, Chief Financial Officer