THE 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, 2018
Giga-tronics Incorporated
(Exact name of registrant as specified in its charter)
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California (State or other jurisdiction of incorporation) |
0-12719 (Commission File No.) |
94-2656341 (IRS Employer Identification Number) |
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5990 Gleason Drive, Dublin, CA (Address of principal executive offices) |
94568 (Zip Code) |
Registrant’s telephone number, including area code: (925) 328-4650
N/A
(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 (see General Instruction A.2. below):
[ ] 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))
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. ☐
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Item 1.01 |
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 pursuant 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.
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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.
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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.
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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
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Exhibit
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Description |
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3.1 |
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3.2 |
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3.3 |
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10.1 |
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10.2 |
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.
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Date: November 27, 2018 |
GIGA-TRONICS INCORPORATED |
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| By: | /s/ Lutz Henckels | ||
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Lutz Henckels |
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| Executive Vice President and Chief Financial Officer | |||
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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, a California corporation
Pursuant to Section 401(d) of the Corporations Code of the State of California, the undersigned, John Regazzi and Lutz P. Henckels, DO HEREBY CERTIFY as follows:
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A. |
They are the duly elected and acting Chief Executive Officer and Chief Financial Officer, respectively, of Giga-tronics Incorporated, a California corporation (the “ Corporation ”). |
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B. |
Pursuant to the authority conferred upon the Board of Directors by the Articles of Incorporation of the Corporation and applicable law, the following resolutions amending the Certificate of Determination of the Corporation’s 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock (the “Series E Shares”) relating to the increase in the number of authorized shares in such series from 70,000 to 100,000 were duly adopted by the Board of Directors on October 25, 2018: |
RESOLVED, that pursuant to the provisions of the Articles of Incorporation of the Corporation, the Certificate of Determination of 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock (the “Series E Shares”) and applicable laws, Section 1 of the Certificate of Determination of the Series E Shares is hereby amended and restated as follows:
Section 1. Designation. There is hereby created out of the authorized and unissued shares of Preferred Stock of the Corporation a series of Preferred Stock designated as the “6.0% Series E Senior Convertible Voting Perpetual Preferred Stock”, hereinafter referred to as the “ Series E Preferred Stock ”. The number of shares constituting such series shall be 100,000.
RESOLVED FURTHER, that pursuant to the provisions of the Articles of Incorporation of the Corporation, the Certificate of Determination of the Series E Shares and applicable laws, Subsection (r) of Section 3 of the Certificate of Determination of the Series E Shares is hereby amended and restated as follows:
(r) “ Initial Series E Shares Amount ” means 100,000 Series E Shares.
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C. |
A total of 70,000 Series E Shares are issued and outstanding. The foregoing amendment has been approved by a majority of the Series E Shares outstanding. |
[signature page follows]
We 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 November 20, 2018.
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/s/ John Regazzi |
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Name: John Regazzi |
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Title: Chief Executive Officer |
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/s/ Lutz P. Henckels |
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Name: Lutz P. Henckels |
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Title: Chief Financial Officer |
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