GIGA TRONICS INC (Form: S-1/A, Received: 10/29/2019 06:03:46)

As filed with the Securities and Exchange Commission on October 28, 2019

Registration Statement No. 333-233987

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

PRE-EFFECTIVE AMENDMENT NO. 1

FORM S-1

REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

Giga-tronics Incorporated
(Exact name of Registrant as specified in its charter)

California

3825

94-2656341

(State or other jurisdiction

of incorporation or
organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification No.)

5990 Gleason Drive

Dublin, California 94568

Telephone: 925-328-4650

(Address and telephone number of principal executive offices)

John R. Regazzi
Chief Executive Officer
5990 Gleason Drive
Dublin, California 94568
Telephone: 925-328-4650
(Name, address and telephone number of agent for service)

With copies to:

David J. Gershon, Esq.

Jason Schendel, Esq.

Sheppard, Mullin, Richter and Hampton LLP

Four Embarcadero Center, 17^th Floor

San Francisco, California 94111

Telephone: (415) 434-9100

M. Ali Panjwani, Esq.
Pryor Cashman LLP
7 Times Square

New York, NY 10036

Telephone: (212) 421-4100

Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		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 7(a)(2)(B) of the Securities Act ☐

CALCULATION OF REGISTRATION FEE

Title of Each Class of

Securities to be Registered

Shares to be
Registered

Proposed Maximum
Offering Price

Proposed

Maximum

Aggregate

Offering

Price(1)(2)

Amount of

Registration

Fee(3)

Common Stock, no par value per share

$3,000,000.00

$363.60

(1)	Includes offering price of shares of common stock that the underwriter has the option to purchase from the registrant.
(2)	Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933. This amount represents the proposed maximum aggregate offering price of the securities registered hereunder to be sold by the registrant.
(3)	Previously paid.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state or other jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION

DATED OCTOBER 28, 2019

[●] Shares of Common Stock

GIGA-TRONICS INCORPORATED

We are offering [●] shares of our common stock.

We expect the public offering price to be between $[●] and $[●] per share.

Our common stock is quoted on the OTCQB tier of the OTC Market under the symbol GIGA. The high and low bid prices for shares of our common stock on [●], 2019, were $[●] and $[●] per share, respectively, based upon bids that represent prices quoted by broker-dealers on the OTC Market. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions.

The offering is being underwritten on a firm commitment basis. We have granted the underwriter an option to buy up to an additional [●] shares of common stock from us to cover over-allotments. The underwriter may exercise this option at any time and from time to time during the 30-day period from the date of this prospectus.

Total

Per Share

No Exercise of
Over-

Allotment

Full Exercise of
Over-

Allotment

Public offering price

Underwriting discounts

Proceeds to us, before expenses

We have also agreed to issue to Roth Capital Partners, LLC a warrant to purchase up to [●] shares of our common stock, which equals 2% of the number of shares of our common stock to be sold in this offering. In addition, we have agreed to reimburse Roth Capital Partners, LLC for certain expenses. See “Underwriting” on page [●] for additional information.

Investing in our common stock is highly speculative and involves a high degree of risk. You should carefully consider the risks and uncertainties described under the heading “Risk Factors” beginning on page [*] of this prospectus, together with the other risks and uncertainties described in this prospectus, before making a decision to purchase our common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Delivery of the shares is expected to be made to the purchasers on or about [●], 2019.

Roth Capital Partners

The date of this prospectus is [●], 2019

iii

TABLE OF CONTENTS

	Page No.

About This Prospectus	v

Prospectus Summary	1

Summary of the Offering	5

Incorporation of Certain Information by Reference	6

Risk Factors	7

Cautionary Note Regarding Forward-Looking Statement	17

Capitalization	18

Dilution	19

Use of Proceeds	20

Market for Registrant’s Common Equity and Related Shareholder Matters	21

Business	21

Management	30

Security Ownership of Certain Beneficial Owners and Management	31

Underwriting	34

Description of Securities	38

Legal Matters	42

Experts	42

Where You Can Find More Information	42

ABOUT THIS PROSPECTUS

In this prospectus, unless the context suggests otherwise or unless otherwise noted, references to “the Company,” “we,” “us,” and “our” refer to Giga-tronics Incorporated and its consolidated subsidiaries.

This prospectus describes the specific details regarding this offering and the terms and conditions of the common stock being offered hereby and the risks of investing in our common stock. You should read this prospectus, any free writing prospectus and the additional information about us described in the section entitled ‘‘Where You Can Find More Information’’ before making your investment decision.

Neither we, nor any of our officers, directors, agents or representatives make any representation to you about the legality of an investment in our common stock. You should not interpret the contents of this prospectus to be legal, business, investment or tax advice. You should consult with your own advisors for that type of advice and consult with them about the legal, tax, business, financial and other issues that you should consider before investing in our common stock.

ADDITIONAL INFORMATION

You should rely only on the information contained or incorporated by reference in this prospectus and in any accompanying free writing prospectus. No one has been authorized to provide you with different or additional information. The shares of common stock are not being offered in any jurisdiction where the offer is not permitted. You should not assume that the information in this prospectus or any free writing prospectus is accurate as of any date other than the date on the front of such documents.

TRADEMARKS AND TRADE NAMES

This prospectus includes trademarks which are protected under applicable intellectual property laws and are our property or the property of our subsidiaries. This prospectus also contains trademarks, service marks, trade names and/or copyrights of other companies, which are the property of their respective owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or the right of the applicable licensor to these trademarks and trade names.

INDUSTRY AND MARKET DATA

Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including market position and market opportunity, is based on information from our management’s estimates, as well as from industry publications and research, surveys and studies conducted by third parties. The third-party sources from which we have obtained information generally state that the information contained therein has been obtained from sources believed to be reliable, but we cannot assure you that this information is accurate or complete. We have not independently verified any of the data from third-party sources nor have we verified the underlying assumptions relied upon by those third parties. However, assumptions and estimates of our future performance, and the future performance of our industry, are subject to numerous known and unknown risks and uncertainties, including those described under the heading “Risk Factors” in this prospectus and those described elsewhere in this prospectus, and the other documents we file with the Securities and Exchange Commission, or SEC, from time to time. These and other important factors could result in our estimates and assumptions being materially different from future results. You should read the information contained in, or incorporated by reference into, this prospectus completely and with the understanding that future results may be materially different and materially worse from what we expect. See the information included under the heading “Cautionary Note Regarding Forward-Looking Statements.”

PROSPECTUS SUMMARY

The following summary highlights information contained elsewhere in this prospectus. This summary may not contain all of the information that may be important to you. You should read this entire prospectus carefully, including the sections entitled “Risk Factors” and our historical filings, financial statements and related notes in the documents incorporated into this prospectus by reference. In this prospectus, unless otherwise noted or the context requires, the terms “Company,” “Giga-tronics Incorporated,” “we,” “us,” and “our” refer to Giga-tronics Incorporated and its consolidated subsidiaries.

The Company

Giga-tronics Incorporated consists of two business segments, the operation of our subsidiary, Microsource Inc., and those of our Giga-tronics Division, which we refer to as Giga-tronics. Our Microsource operation designs and manufactures custom microwave products for military airborne applications while Giga-tronics designs and manufactures real time solutions for RADAR/Electronic Warfare, or EW, test and evaluation in a laboratory setting.

Microsource

Microsource develops and manufactures custom microwave products for operational use in airborne military applications. Microsource’s two largest customers are prime contractors for which we are a sole-source developer and manufacturer of RADAR filters used in fighter aircraft. Revenues from Microsource comprised a majority of our revenues for the fiscal years ended March 30, 2019 and March 31, 2018.

Giga-tronics Division

Giga-tronics designs, manufactures and markets a family of functional test systems and integrates those test systems along with third party hardware and software to create full test solutions for the RADAR/EW segment of the defense electronics market. Our RADAR/EW test solutions are used to evaluate and improve the performance of RADAR and EW systems, such as RADAR jammers. Giga-tronics customers include major defense prime contractors, the United States armed services and research institutes.

Corporate Offices

Our principal executive offices are located at 5990 Gleason Drive, Dublin, California 94568 and our telephone number at that location is (925) 328-4650. Our website address is http://www.gigatronics.com. The information contained on our website is not part of, or incorporated by reference into, this prospectus.

Our History

Giga-tronics Incorporated was incorporated in the State of California on March 5, 1980. Our original product line consisted of general-purpose parametric test products used for the design, production, repair and maintenance of products in the aerospace and telecommunications equipment marketplace. In 1998 we acquired Microsource, which develops custom microwave products for use in aerospace, communications and test applications.

In 2012, we began development of a test platform for evaluating RADAR/EW systems using our technical resources and industry expertise related to microwave products developed within our two divisions. As a small company, we believe the RADAR/EW test and evaluation market offers greater long-term opportunities for revenue growth and improved gross margins compared to our original general-purpose commodity test equipment products. As a result, we divested our general-purpose test product lines between calendar years 2015 and 2017.

We have experienced significant operating losses to date, of which $23.8 million was incurred between 2012 and 2018 fiscal years while we were developing our RADAR/EW test system, which required more investment and took more time than we initially anticipated. We have substantially completed the initial development of our RADAR/EW test system, which began shipping in 2016. Through March 30, 2019, we have delivered our new RADAR/EW test systems to eight customers, generating approximately $11.2 million in revenue since 2016.

Corporate Strategy

Our corporate objectives are to (1) maintain and expand Microsource’s position as a sole-source provider of custom microwave products to the prime contractors responsible for maintaining the fourth generation United States Air Force and United States Navy fighter jets and (2) become a leading supplier of electronic test systems to government facilities and defense prime contractors tasked with evaluating and improving the performance of RADAR/EW systems. Key elements of our strategy include the following:

Penetrate our Core Markets

Microsource

The United States Government is supporting upgrades to the RADAR onboard fourth generation fighter jets (F-15, F-16 and F-18 aircraft) to extend the useful life of these aircraft. Microsource provides a RADAR filter which is designed to solve an interference problem that arises when the RADAR systems on these aircraft are upgraded. We believe that our filter technology will continue to be a significant source of our revenue because a large number of these aircraft have yet to be upgraded. In addition, we may sell RADAR filters internationally as the RADAR systems of the United States’ allies F-15, F-16 and F-18 aircraft are upgraded. We may also have the opportunity to develop and sell RADAR filters to customers for other types of aircrafts.

Giga-tronics

We believe we can become a leading supplier of test solutions for evaluating RADAR and EW systems due to the recent investment we have made in our RADAR/EW functional test platform, which addresses the technology shift towards adaptive RADAR/EW systems occurring today in defense electronics. This shift in technology limits the effectiveness of traditional test systems, which do not actively interact with the RADAR/EW systems being tested.

Modern RADAR and EW systems are adopting the same digital technology that has revolutionized communications and consumer electronics and are now beginning to employ machine learning and artificial intelligence technology. Just as autonomous cars represented a big step up in test complexity for automotive manufacturers, this new technology represents a significant increase in complexity for the prime contractors who design the next generation of RADAR and EW systems and for the government test facilities tasked with evaluating them. Traditional RADAR and EW test solutions cannot be used to fully evaluate these advanced defense systems because they lack the required level of control and real-time behavior to force the device under test through all its modes. In contrast, we specifically designed the Giga-tronics RADAR/EW test platform to incorporate the needed control and real-time behavior into the fabric of its architecture. Rather than using analog test approaches such as synthesizers, modulators and spectrum analyzers like traditional test solutions, the Giga-tronics RADAR/EW test platform mirrors the architecture of a modern RADAR and EW system. This architecture allows the Giga-tronics RADAR/EW test solution to provide real-time responses and closed-loop behavior that, to our knowledge, are unavailable from any competitor.

Refine our Sales Strategy

Marketing new specialized testing solutions required us to move away from the sales approach we originally used to sell our parametric test products. As such, over time, we changed our sales team to a business development team comprised of people who know our customers and potential customers, understand their needs and are able to propose test solutions. Members of our salesforce have the security clearances required to enter classified facilities and to discuss customers’ needs, enabling us to understand their requirements. We are locating sales personnel near key military bases and near prime contractors.

Provide Proactive Customer Support

Because of the complexity of our test solutions, key customers prefer to have Giga-tronics engineers nearby to support the test systems and to develop enhancements and upgrades. We recently established an R&D development center. in Nashua, New Hampshire to provide support to customers with operations on the East Coast with the goal of developing a recurring revenue stream from improvements and customizations requested by our customers.

We are also developing strategic relationships with on-base contractors to provide on-site support for our fielded test systems. We believe this is critical to the success of operating systems with this level of complexity. We plan to establish additional locations as our customer base grows.

Expand the Microsource Component Business

We believe our RADAR filter technology is positioned well with prime fighter aircraft manufacturers and expect it will continue to be a major source of our revenue. Our long-term growth strategy is to take microwave technology from the RADAR/EW test platform and deploy it in miniature and ruggedized form, similar to our Microsource RADAR filters, to provide operational capabilities to the prime contractors for whom we currently provide our test solutions.

Summary Risk Factors

Investing in our common stock involves substantial risk, and our business is subject to numerous risks and uncertainties, including those listed in the section entitled “Risk Factors” and elsewhere in this prospectus. These risks include, among other things:

•

the risk that customers may delay or cancel orders for our products or services;

•

any issue that compromises our relationships with the U.S. federal government, its agencies or defense contractors providing products and services to these agencies;

•

changes in governmental priorities that shift expenditures away from national defense;

•

failure by us or our employees to obtain and maintain necessary security clearances or certifications;

•

failure to comply with numerous laws and regulations;

•

our ability to compete effectively against competitors with greater resources than ours;

•

any inability to attract, train or retain employees with the requisite skills, experience and security clearances; and

•

internal system or service failures and security breaches.

Recent Securities Issuances and Oher Recent Events

Between March 2018 and March 2019, we sold 100,000 shares of our 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock, or Series E Preferred Stock, to accredited investors in a private placement at the price of $25.00 per share for aggregate gross proceeds of $2.5 million. Shares of our Series E Preferred Stock accrue dividends at the rate of 6% per annum. There are currently 97,800 shares of our Series E Preferred Stock outstanding.

Beginning on September 30, 2019, we offered holders of our Series E Preferred Stock the opportunity to exchange all or some of their Series E Preferred Shares for shares of our common stock at the rate of 150 shares of common stock for each shares of Series E Preferred Share, along with an additional number of shares of common stock representing payment of accrued but unpaid dividends on the Series E Preferred Stock. This offer to exchange is conditioned upon us selling at least $2.0 million of our common stock in this offering and is expected to be effective upon the completion of this offering. Holders of 88,600 shares of our Series E Preferred Stock have elected to exchange their shares of Series E Preferred Stock in this offer to exchange. As a result, we expect that we will issue approximately 13,470,000 of shares of our common stock in exchange for 88,600 shares of our Series Preferred Stock upon the completion of this offering, and that 9,200 shares of our Series E Preferred Stock will remain outstanding.

On September 24, 2019, we amended our articles of our articles of incorporation to increase the number of shares of common stock that we are authorized to issue from 40 million shares to 200 million shares. Our shareholders approved this amendment at our annual meeting of shareholders on September 19, 2019.

At our September 19, 2019 annual meeting of shareholders, our shareholders also approved a reverse stock split of our common stock in the range of 1 for 10 shares of common stock to 1 for 20 shares of common stock. In accordance with such shareholder approval, our board of directors has the authority to determine the final ratio of the stock split within this range and whether and when to complete the reverse stock split, provided that it is completed on or prior to March 31, 2020. Our board has not chosen a ratio or decided whether or when to complete the reverse stock split. We will not complete the reverse stock split prior to the completion of this offering. If we complete the reverse stock split, the number of shares authorized for issuance under our articles of incorporation will decrease at the same ratio as the reverse stock split.

SUMMARY OF THE OFFERING

Common stock offered by us:	[●] shares

Offering price:	$[●] per share

Common stock outstanding before this offering:	[●] shares as of [●], 2019

Common stock outstanding upon conclusion of the offering, including shares issued in exchange for shares of our Series E Preferred Stock:(1)	[●] shares. If the underwriter’s over-allotment option is exercised in full, the total number of shares of common stock outstanding immediately after this offering would be [●].

Over-allotment option:	We have granted a 30-day option to the underwriter to purchase up to [●] additional shares of common stock solely to cover over-allotments, if any.

Use of Proceeds:	We intend to use the net proceeds of this offering for product development, to reduce debt and for working capital and other general corporate purposes. See “Use of Proceeds” beginning on page [●] of this prospectus.

Dividend Policy:	We have never declared any cash dividends on our common stock. We currently intend to use all available funds and any future earnings for use in financing the growth of our business and do not anticipate paying any cash dividends for the foreseeable future. See “Dividend Policy.”

OTCQB Trading Symbol:	GIGA

Risk Factors:	An investment in the Company’s common stock involves a high degree of risk. You should carefully read the “Risk Factors” section beginning on page [●] before making an investment decision.

(1) Beginning on September 30, 2019, we offered holders of our Series E Preferred Stock the opportunity to exchange all or some of their shares of Series E Preferred Stock for shares of our common stock at the rate of 150 shares of common stock for each share of Series E Preferred Stock held by them plus an additional number of shares of our common stock having a market value equal to the accrued but unpaid dividends, which were $[●] per shares of Series E Preferred Stock as of [●], 2019. Holders of 88,600 shares of our Series E Preferred Stock have elected to exchange their shares for common stock. This offer to exchange is conditioned and would be effective upon the completion of our sale of at least $2.0 million of our common stock in this offering. The number of shares of our common stock to be outstanding immediately after the closing of this offering is based on [●] shares of common stock outstanding as of [●], 2019, and, except as otherwise indicated, all information in this prospectus, reflects and assumes (1) an offering price of $[●] per share of common stock, and (2) the exchange of 88,600 outstanding shares of our Series E Preferred Stock for 13,470,000 shares of our common stock.

In addition, unless otherwise indicated, all information in this prospectus relating to the number of shares of common stock to be outstanding immediately after the completion of this offering:

● excludes 662,300 shares of common stock issuable upon exercise of stock options outstanding at June 29, 2019 at a weighted average exercise price of $0.66 per share;

● excludes 1,686,000 shares of common stock reserved at June 29, 2019 available for future awards under our 2018 Equity Incentive Plan; and

● assumes the underwriters do not exercise their overallotment option to purchase up to [●] additional shares from us.

INCORPORATION OF CERTAIN INFORMATION BY REFERENCE

The SEC allows use to “incorporate by reference” the information we have filed with the SEC, which means that we can disclose important information to you by referring you to those documents. The information that the Company incorporates by reference is an important part of this prospectus, and information that it files later with the SEC will automatically update and supersede this information. The documents the Company is incorporating by reference are:

●

Our Annual Report on Form 10-K for the fiscal year ended March 30, 2019 filed with the SEC on May 30, 2019;

●

Our Quarterly Report on Form 10-Q filed with the SEC on August 8, 2019;

●

Our Current Report on Form 8-K filed with the SEC on August 19, 2019, September 25, 2019 and September 27, 2019 (other than any portions of any such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable SEC rules) ;

●

Portions of our definitive Proxy Statement on Schedule 14A, filed with the SEC on July 26, 2019 which are incorporated by reference into our Annual Report on Form 10-K; and

●

The description of our common stock included in the registration statement on Form 8-A filed on July 31, 1984 and any amendment or report filed for the purpose of updating such description.

Additionally, all documents filed by us with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) after (i) the date of the initial registration statement and prior to effectiveness of the registration statement, and (ii) the date of this prospectus and before the termination or completion of any offering hereunder, shall be deemed to be incorporated by reference into this prospectus from the respective dates of filing of such documents, except that we do not incorporate any document or portion of a document that is “furnished” to the SEC, but not deemed “filed.”

We will provide, without charge, to each person to whom a copy of this prospectus is delivered, including any beneficial owner, upon the written or oral request of such person, a copy of any or all of the documents incorporated by reference herein, including exhibits. Requests should be directed to: Attention: Investor Relations, 5990 Gleason Drive, Dublin, California 94568. The documents incorporated by reference may be accessed at our website at www.gigatronics.com.

RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks described below, together with all of the other information included, incorporated by reference, or referred to in this prospectus, before purchasing shares of our common stock. There are numerous and varied risks that may prevent us from achieving our goals. If any of these risks actually occurs, our business, financial condition or results of operations may be materially adversely affected. In such case, the trading price of our common stock could decline and you could lose all or part of your investment.

Risks Related to Our Business

We have significant working capital requirements and have experienced operating losses. If we continue to experience operating losses, it could have a material adverse effect on our business, financial condition and results of operations.

We are dependent upon obtaining revenues from sales of our products and raising additional capital from investors to meet our working capital needs. Since 2011, we have relied on a series of private placements and loans to fund our operating cash flow deficits, though we have recently reported two quarters of net income. There is no assurance that we will generate the necessary net income or positive net operating cash flows to meet our working capital requirements and pay our debts as they become due in the future due to a variety of factors, including without limitation the factors discussed in this “Risk Factors” section and in the “Risk Factors” section of the documents incorporated herein by reference.

To bring the RADAR/EW product platform to its full potential, we may need to seek additional working capital; however, there are no assurances that such working capital will be available, or on terms acceptable to us. To the extent we satisfy our working capital needs by issuing additional equity securities, your investment in the Company will be diluted. To the extent we satisfy our working capital needs by incurring additional debt, our operating cash flow may suffer in order to satisfy debt service obligations. We may also be required to further reduce expenses if our RADAR/EW product platform sales goals are not achieved and could, for example, choose to focus solely on our Microsource business segment, which we expect to be more profitable than our Giga-tronics business segment, to generate revenue and cash from operating activities. As part of such a restructuring, management believes the microwave components which the Company developed for the RADAR/EW test systems in the Giga-tronics business segment could be a source of growth for the Microsource business segment.

The lack of adequate working capital from any inability to generate positive net cash flow from operations or to raise equity or debt financing could force us to discontinue or suspend product lines, business segments or otherwise substantially curtail or cease operations and would, therefore, have an adverse effect on our business and financial condition. Furthermore, we cannot assure you that any necessary financing, if available, would be available on attractive terms or that they would not have a significantly dilutive effect on our existing shareholders. If our financial condition were to worsen and we become unable to attract additional equity or debt financing or enter into other strategic transactions, we could become insolvent or be forced to declare bankruptcy, and we would not be able to execute our growth strategy.

Our sales cycles can be long and unpredictable and our sales efforts require considerable time and expense. As a result, our sales and revenue are difficult to predict and may vary substantially from period to period, which may cause our operating results to fluctuate significantly.

The timing of our revenues is difficult to predict. Factors that may contribute to these fluctuations include our dependence on the defense industry and a limited number of customers, the nature and length of our sales cycles for our products and services, the duration and delivery schedules within our customer contracts and our ability to timely develop and produce our products.

Most of our revenues result from a limited number of relatively large orders that we receive from prime defense contractors. We spend substantial time and resources on our sales efforts without any assurance that our efforts will produce any sales. In addition, purchases of our products are frequently subject to budget constraints (including constraints imposed by governmental agencies), multiple approvals, and unplanned administrative, processing and other delays. Even if we receive a purchase order from a customer, there may be circumstances or terms relating to the purchase that delay our ability to recognize revenue from that purchase, which makes our revenue difficult to forecast. As a result, it is difficult to predict whether a sale will be completed, the particular fiscal period in which a sale will be completed or the fiscal period in which revenue from a sale will be recognized. For these reasons, our operating results may vary significantly from quarter to quarter. Such unpredictable operating results may adversely impact the trading price of our common stock.

Our sales are substantially dependent on the defense industry and a limited number of customers.

All of our current product and service offerings are directed towards the defense marketplace, which has a limited number of customers. If the defense market demand decreases, actual shipments could be less than projected shipments with a resulting decline in sales. As a result, our business depends upon continued U.S. government expenditures on defense for which we provide support. These expenditures have not remained constant over time and have been reduced in some periods. Our business, prospects, financial condition, operating results, and the trading price of our common stock could be materially harmed, among other causes, by the following:

●

budgetary constraints, including mandated automatic spending cuts, affecting across-the-board government spending, or specific agencies in particular, and changes in available funding;

●

a shift in expenditures away from defense programs that we support;

●

changes or delays in government programs that we support or the programs’ requirements;

●

efforts to improve efficiency and reduce costs affecting government programs;

●

U.S. government shutdowns due to, among other reasons, a failure by elected officials to fund the government, such as the shutdowns which occurred during government fiscal years 2019 and 2014 and, to a lesser extent, government fiscal year 2018, and other potential delays in the appropriations process;

●

U.S. government agencies awarding contracts on a technically acceptable/lowest cost basis in order to reduce expenditures;

●

delays in the payment of our invoices by government payment offices;

●

changes in the political climate and general economic conditions, including a slowdown of the economy or unstable economic conditions and responses to conditions, such as emergency spending, that reduce funds available for other government priorities.

Additionally, the loss of any one customer may have a material adverse effect on future operating results and financial condition. Our product backlog also has a number of risks and uncertainties such as the cancellation or deferral of orders, dispute over performance of our products and our ability to collect amounts due under these orders. If any of these events occur, actual shipments could be lower than projected shipments and revenues could decline which would have an adverse effect on our operating results and liquidity.

If our reputation or relationships with the U.S. federal government or the limited number of defense contractors with whom we work were harmed, our future revenues and cash flows would be adversely affected.

We derive substantially all of our revenue from the U.S. federal government, its agencies and several defense contractors that supply them. Approximately $19.75 million or 94.8% of consolidated revenues for the fiscal years ended March 30, 2019 and March 30, 2018 were derived from contracts with the U.S. federal government and its agencies, either directly or through defense contractors with whom with have contracted. Our reputation and relationships with various U.S. government entities and agencies, in particular with the U.S. Department of Defense and the U.S. Navy, and the limited number of defense contractors serving these agencies, are key factors in maintaining and growing these revenues and winning bids for new business. Negative press reports or publicity, regardless of accuracy, could harm our reputation. If our reputation or relationships with government agencies were to be negatively affected, or if we are suspended or debarred from contracting with government agencies for any reason, the amount of business with government and other customers would decrease and our financial condition and results of operations could be adversely affected.

Our failure to comply with a variety of complex procurement rules and regulations could result in our being liable for penalties, including termination of our government contracts, disqualification from bidding on future government contracts and suspension or debarment from government contracting.

We must comply with various laws and regulations relating to the formation, administration and performance of government contracts, which affect how we do business with our customers and may impose added costs on our business.

Some U.S. federal and state statutes and regulations provide for automatic debarment based on actions such as violations of the U.S. False Claims Act or the U.S. Foreign Corrupt Practices Act, or FCPA. The suspension or debarment in any particular case may be limited to the facility, contract or subsidiary involved in the violation or could be applied to our entire Company in severe circumstances. Even a narrow scope suspension or debarment could result in negative publicity that could adversely affect our ability to renew contracts and to secure new contracts, both with governments and private customers, which could materially and adversely affect our business, financial condition and results of operations.

Our markets involve rapidly changing technology and standards.

The market for electronics equipment is characterized by rapidly changing technology and evolving industry standards. We believe that our future success will depend in part upon our ability to develop and commercialize our existing products, and in part, on our ability to develop, manufacture and successfully introduce new products and product lines with improved capabilities, and to continue to enhance existing products. There can be no assurance that we will successfully complete the development of current or future products, or that such products will achieve market acceptance. The inability to develop new products in a timely manner could have a material adverse impact on our operating performance, financial condition and stock price.

Performance problems in our products or problems arising from the use of our products together with other vendors’ products may harm our business and reputation.

Products as complex as those we produce may contain unknown and undetected defects or performance problems. For example, it is possible that one of our products might not comply with stipulated specifications under all circumstances. In addition, our customers generally use our products together with their own products and products from other vendors. As a result, when problems occur in a combined equipment environment, it may be difficult to identify the source of the problem. A defect or performance problem could result in lost revenues, increased warranty costs, diversion of engineering and management time and effort, impaired customer relationships and injury to our reputation generally.

Our RADAR/EW testing system products are complex and could have unknown defects or errors, which may increase our costs, harm our reputation with customers, give rise to costly litigation, or divert our resources from other purposes.

Our RADAR/EW testing system products are extremely complex. Despite testing, our initial products contained defects and errors and may in the future contain defects, errors, or performance problems following its sale or when new versions or enhancements are released, or even after these products have been used by our customers for a period of time. These problems could result in expensive and time-consuming design modifications or warranty charges, delays in the introduction of new products or enhancements, significant increases in our service and maintenance costs, diversion of our personnel’s attention from our product development and sales efforts, exposure to liability for damages, damaged customer relationships, and harm to our reputation, any of which could have a material adverse impact on our results of operations. In addition, increased development and warranty costs could be substantial and could reduce our operating margins.

Our products contain components produced by suppliers which may be discontinued or no longer available in future periods, which could lead to production delays and adversely impact our operating results and financial condition.

Certain components produced by our suppliers may be discontinued or no longer available to us to produce our products. Such discontinuations or lack of supply would require us to seek replacement components that may take longer and cost more than initially expected to procure and lead to delays in product sales.

If we fail to maintain satisfactory compliance with quality certifications and classified processing and control standards, product deliveries may be delayed or cancelled which would adversely impact our business, operating result and financial condition.

Certain of our customer contracts require that we maintain quality certifications and classified processing and control standards. If we were unable to maintain such certifications and standards, our product shipments may be delayed or cancelled which would cause us to lose business or brand reputation, resulting in a material adverse effect on our business operating results and financial condition.

If we are deemed to infringe on the proprietary rights of third parties, we could incur unanticipated expense and be prevented from providing our products and services to customers.

We could be subject to intellectual property infringement claims as the number of our competitors grows and if our products or the functionality of our products overlap with patents of our competitors. While we do not currently believe that we have infringed or are infringing on any proprietary rights of third parties, we cannot assure you that infringement claims will not be asserted against us or that those claims will be unsuccessful. We could incur substantial costs and diversion of management resources defending any infringement claims whether or not such claims are ultimately successful, even if such claims are meritless. Furthermore, a party making a claim against us could secure a judgment awarding substantial damages, as well as injunctive or other equitable relief that could effectively block our ability to provide products or services. We may not prevail in litigation given the complex technical issues and inherent uncertainties in intellectual property litigation. If litigation results in an adverse ruling, we could be required to:

●

pay substantial damages for past, present and future use of the infringing technology;

●

cease manufacture, use or sale of infringing products;

●

discontinue the use of infringing technology;

●

expend significant resources to develop non-infringing technology;

●

pay substantial damages to our customers or end-users to discontinue use or replace infringing technology with non-infringing technology;

●

license technology from the third party claiming infringement, which license may not be available on commercially reasonable terms, or at all; or

●

relinquish intellectual property rights associated with one or more of our patent claims, if such claims are held invalid or otherwise unenforceable.

We face risks related to production delays, delays of customer orders and higher selling price of a new product platform.

Our RADAR/EW testing platform has been our primary product development focus during the past seven years, however, delays in completing its development, together with early design and manufacturing issues and longer than anticipated sales cycles have contributed to our losses and increased our accumulated deficit as of June 29, 2019. Additionally, the average selling price of our RADAR/EW systems is considerably higher than our prior general-purpose test and measurement products, which in turn requires additional internal approvals on the part of the customer and generally leads to longer sales cycles. Our financial condition may also cause potential customers to delay, postpone or decide against placing orders for our products. Continued longer than anticipated sales cycles in future fiscal years, or delays in production and shipping volume quantities, could significantly contribute to additional losses.

Our business depends on our intellectual property rights, and if we are unable to protect them, our competitive position may suffer.

Our business plan is predicated on our proprietary technology. Accordingly, protecting our intellectual property rights is critical to our continued success and our ability to maintain our competitive position. Our goal is to protect our proprietary rights through a combination of patent, trademark, trade secret and copyright law, confidentiality agreements and technical measures. We generally enter into non-disclosure agreements with our employees, consultants and suppliers and limit access to our trade secrets and technology. We cannot assure you that the steps we have taken will prevent misappropriation of our technology. Misappropriation of our intellectual property would have an adverse effect on our competitive position, financial condition, and results of operations.

We are dependent on our management team and development and operations personnel, and the loss of one or more key employees or groups could harm our business and prevent us from implementing our business plan in a timely manner.

Our success depends substantially upon the continued services of our executive officers and other key members of management. From time to time, there may be changes in our executive management team resulting from the hiring or departure of executives. Such changes in our executive management team may be disruptive to our business. We are also substantially dependent on the continued service of our existing development and operations personnel because of the complexity of our service and technologies. Staffing due to the loss of one or more of our key employees or groups can be expensive, divert management’s attention from executing our business plan and could seriously harm our business. Furthermore, possible shortages of key personnel, including engineers, in the area surrounding our facilities could require us to pay more to hire and retain key personnel, thereby increasing our costs.

Our directors and executive officers and parties with whom they are affiliated beneficially own a significant number of shares of our common stock. Their interests may conflict with our outside shareholders, who may be unable to influence management and exercise control over our business.

As of the date of this prospectus, our executive officers, directors and entities with whom they are affiliated beneficially own approximately 38% of our issued and outstanding shares of common stock. As a result, our executive officers, directors and the entities with whom they are affiliated may be able to: affect the election or defeat the election of our directors, amend or prevent amendment to our certificates of incorporation or bylaws, effect or prevent a merger, sale of assets or other corporate transaction which other shareholders may deem to be attractive, and control the outcome of any other matter submitted to the shareholders for vote. Accordingly, our outside shareholders may be unable to influence management and exercise control over our business.

We require additional capital to support our current operations and this capital may not been readily available.

We will require additional debt or equity financing to fund our operations. Our recent history of losses, changes to our product focus and the development of new products makes it difficult to evaluate our current business model and future prospects. Accordingly, investors should consider our prospects in light of the costs, uncertainties, delays and difficulties frequently encountered by companies developing new products as we have, in fact, encountered. Potential investors should carefully consider the risks and uncertainties that a company with limited funds (such as the Company) and recently developed products will face. In particular, potential investors should consider that there is a significant risk that we will not be able to:

	●	implement or execute our current business plan, which may or may not be sound;
	●	successfully and timely sell, manufacture and ship our products;
	●	maintain our anticipated management; and
	●	raise sufficient funds in the capital markets to carry out our business plan.

If we raise additional funds through further issuances of equity or convertible debt securities, our existing shareholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences and privileges superior to those of holders of our existing capital stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our current operations and to respond to business challenges would be significantly limited. If we cannot access the capital necessary to support our business, we would be forced to curtail our business activities or even shut down operations. If we cannot execute any one of the foregoing or similar matters relating to our business, the business may fail, in which case you would lose the entire amount of your investment in the Company.

If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. Any inability to accurately and timely report and file our financial results could harm our reputation and adversely impact the trading price of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. If we cannot provide reliable financial reports or prevent fraud, we may not be able to manage our business as effectively as we would if an effective control environment existed, and our business and reputation with investors may be harmed. With each prospective acquisition, we will conduct whatever due diligence is necessary or prudent to assure us that the acquisition target can comply with the internal controls requirements of The Sarbanes-Oxley Act of 2002. Notwithstanding our diligence, certain internal control deficiencies may not be detected. As a result, any internal control deficiencies may adversely affect our financial condition, results of operations and access to capital. We have not performed an in-depth analysis to determine if historical undiscovered failures of internal controls exist, and may in the future discover areas of our internal controls that need improvement.

Our competition has greater resources.

Several of our competitors, including, among others, Agilent/Keysight, Rohde & Schwarz and National Instruments have substantially greater research and development, manufacturing, marketing, financial, and technological personnel and managerial resources than us. These resources also make these competitors better able to withstand difficult market conditions than us. There can be no assurance that any products developed by these competitors will not gain greater market acceptance than any developed by us.

Business interruptions could delay or prevent our business activities, which could have a material adverse effect on our business, financial condition and results of operations.

Our primary facility and headquarters is located in the San Francisco Bay Area near known earthquake fault zones and is vulnerable to significant damage from earthquakes. We are also vulnerable to other natural disasters and events that could disrupt our operations that may be beyond our control. We do not carry insurance for earthquakes and we may not carry sufficient business interruption insurance to compensate us for losses that may occur. Any losses or damages we incur could have a material adverse effect on our operating results, cash flows, and success as an overall business.

If we experience a significant cybersecurity attack or disruption in our IT systems, our business, reputation, and operating results could be adversely affected.

We rely on an internal IT system monitored by certain internal employees and third-party service providers to maintain our IT systems; maintain financial records; retain sensitive data, such as intellectual property, proprietary business information, and data related to customers, and suppliers; process orders; manage inventory; process shipments to customers; and operate other critical functions. The ongoing maintenance and security of this information is critical to the classified processing and control standards that our suppliers require us to maintain and the success of our business operations and our strategic goals.

Despite our implementation of network security measures, our network may be vulnerable to cybersecurity attacks, computer viruses, break-ins and similar disruptions. Our network security measures include, but are not limited to, the implementation of firewalls, antivirus protection, patches, log monitors, routine backups, offsite storage, network audits, and routine updates and modifications. Despite our efforts to create these security barriers, we may not be able to keep pace as new threats emerge and it is virtually impossible for us to entirely eliminate this risk. Cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, reputation, operating results and financial condition, and no assurance can be given that our efforts to reduce the risk of such attacks will be successful.

In addition, our IT systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, catastrophes or other unforeseen events. Such events could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners. To the extent that such disruptions occur, our customers and suppliers may lose confidence in our solutions and we may lose business or brand reputation, resulting in a material and adverse effect on our business operating results and financial condition.

There is risk related to acquisitions.

We plan to continue to grow our business organically. However, from time to time, we may consider opportunistic strategic acquisitions that we believe support our long-term business strategy. We face significant competition from numerous other companies, many of which will have greater financial resources than we do, when considering acquisition opportunities. Accordingly, attractive acquisition opportunities may not be available to us. There can be no assurance that we will be successful in identifying or completing any future acquisitions. Acquisitions of technology companies involve operational risks and uncertainties and acquired companies may have unforeseen liabilities, key employee and customer retention problems and other problems that could negatively affect our organization. We may not be able to complete future acquisitions and, if we do complete such acquisitions, we may not be able to successfully integrate the operations, management, products and services of the entities that we acquire and eliminate redundancies. The integration process could result in the loss of key employees or disruption of the combined entity’s ongoing business or inconsistencies in standards, controls, procedures, and policies that adversely affect our ability to maintain relationships with customers and employees or achieve the anticipated benefits of the transaction. The integration process may also require significant time and attention from our management that they would otherwise direct at servicing existing business and developing new business. We may not be able to realize any projected cost savings, synergies or other benefits associated with any such acquisition we complete. We cannot determine all potential events, facts and circumstances that could result in loss or give assurances that our investigation or mitigation efforts will be sufficient to protect against any such loss.

Risks Related to Our Securities and This Offering

Our stock price may be volatile and you may not be able to resell your shares at or above the purchase price.

The market price of our common stock is likely to be highly volatile and could fluctuate widely in price in response to various factors, many of which are beyond our control, including the following:

	●	our ability to execute our business plan;

	●	changes in our industry;

	●	competitive pricing pressures;

	●	our ability to obtain working capital financing;

	●	additions or departures of key personnel;

	●	increases in the number of shares of common stock outstanding as our preferred stock converts to common stock, or as warrants are exercised, or both;

	●	sales of our common stock by us or our shareholders;

	●	operating results that fall below expectations, including actual or anticipated variations in our quarterly results;

	●	regulatory developments;

	●	economic and other external factors;

	●	period-to-period fluctuations in our financial results;

	●	the public’s response to press releases or other public announcements by us or third parties, including filings with the SEC;

	●	changes in financial estimates or ratings by any securities analysts who follow our common stock, our failure to meet these estimates or failure of those analysts to initiate or maintain coverage of our common stock;

	●	changes in expected national defense spending or budgets;

	●	operating and stock price performance of other companies that investors deem comparable to us;

	●	domestic and international economic factors unrelated to our performance

	●	new technology used, or services offered, by competitors

	●	the development and sustainability of an active trading market for our common stock; and

	●	any future sales of our common stock by our officers, directors and shareholders.

In addition, the securities markets have from time to time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. Our stock at any time has historically traded on low volume on the OTCQB Market and, previously, on the NASDAQ Capital Market. Market and volume fluctuations may also materially and adversely affect the market price of our common stock.

Our common stock is quoted on the Over-the-Counter Market and trading volumes have been limited.

As compared to a larger stock market with greater liquidity, our common stock is quoted on the OTCQB™, which is the middle tier of the Over-the Counter Market, or the OTC, reserved for companies that are registered and reporting with the SEC or a U.S. banking regulator. The volume of trading of our common stock on the OTCQB has been very thin. Therefore, an investor might find it more difficult than it would be on a larger stock exchange to dispose of, or to obtain accurate quotations as to the market value of, our securities.

We cannot be certain that a more active trading market will develop or, if developed, be sustained. We also cannot be certain that purchasers of our common stock will be able to resell their common stock at prices equal to or greater than their purchase price. The development of a public market having the desirable characteristics of depth, liquidity and orderliness depends upon the presence in the marketplace of a sufficient number of willing buyers and sellers at any given time. We do not have any control over whether there will be sufficient numbers of buyers and sellers. Accordingly, we cannot be certain that an established and liquid market for our common stock will develop or be maintained. The market price of our common stock could experience significant fluctuations in response to our operating results and other factors. In addition, the stock market in recent years has experienced extreme price and volume fluctuations that often have been unrelated or disproportionate to the operating performance of individual companies. These fluctuations, and general economic and market conditions, may cause the market price of our common stock to decline substantially.

We could become subject to the SEC’s “penny stock” rule if we fail to meet certain financial criteria set forth in the rule. If we become subject to the SEC’s penny stock rule, the rule would impose various sales practice requirements on broker-dealers who sell our securities to persons other than established customers and accredited investors. For these types of transactions, the broker-dealer would have to make a special suitability determination for the purchaser and receive the purchaser’s written consent to the transaction prior to sale. Consequently, if it were to apply to us, the rule could have an adverse effect on the ability of broker-dealers to sell our securities and could affect the ability of our shareholders to buy and sell our securities in the secondary market. If our common stock were to become a “penny stock” within the meaning of the rule, additional burdens imposed upon broker-dealers may discourage broker-dealers from effecting transactions in penny stocks, which could reduce the liquidity of our common stock and have a material adverse effect on the trading market for our securities.

Our common stock ranks junior to all of our preferred stock and indebtedness.

Immediately following the completion of this offering, our outstanding preferred shares will have an aggregate liquidation preference of $3.6 million. Included in this amount are shares of our Series B, Series C and Series D preferred stock, which have a liquidation preferences aggregating $3.3 million and 9,200 shares of our Series E Preferred Stock that will remain outstanding upon completion of the offering having an aggregate liquidation preference of $345,000. In addition, as of June 29, 2019, we had an aggregate of $6.0 million in debt and other liabilities.

In the event of our bankruptcy, liquidation or winding-up, our assets will be available to make payments to holders of our common stock only after all of our indebtedness and other liabilities and all of the liquidation preferences on any then outstanding Series B, Series C, Series D and Series E preferred stock have been paid. Consequently, if we are forced to liquidate our assets to pay our creditors, we may not have sufficient assets remaining to pay amounts to the holders of shares of our common stock then issued and outstanding.

We have a significant number of outstanding warrants, options and shares of convertible preferred stock, which may cause significant dilution to our shareholders, adversely impacting the market price of our common stock and making it more difficult for us to raise funds through future equity offerings.

As of June 29, 2019, we had 11,343,011 shares of common stock outstanding. In addition, as of that date we had outstanding warrants to acquire 3,451,594 shares of our common stock, options to acquire 3,550,000 shares of our common stock and shares of convertible preferred stock convertible into an aggregate of 11,633,351 shares of our common stock. The issuance of shares of common stock upon the exercise of warrants or options or conversion of preferred stock would dilute the percentage ownership interest of all holders of our common stock, might dilute the book value per share of our common stock and would increase the number of our publicly traded shares, which could depress the market price of our common stock.

The fact that our shareholders, warrant holders and option holders can sell substantial amounts of our common stock in the public market, whether or not sales have occurred or are occurring, could make it more difficult for us to raise additional funds through the sale of equity or equity-related securities in the future at a time and price that we and our shareholders deem reasonable or appropriate, or at all.

We may issue additional shares of common or preferred stock in the future, which could dilute a shareholder’s ownership of common stock.

Our articles of incorporation authorize our board of directors, generally without shareholder approval, to, among other things, issue additional shares of common or preferred stock. The issuance of any additional shares of common or preferred stock would be dilutive to an existing shareholder’s ownership of our common stock. The issuance of preferred stock could impair the voting, dividend and liquidation rights of common shareholders without their approval. To the extent that we issue options or warrants to purchase common stock in the future and the options or warrants are exercised, our shareholders may experience further dilution. Holders of shares of our common stock have no preemptive rights that entitle holders to purchase their pro rata share of any offering of shares of any class or series and, therefore, shareholders may not be permitted to invest in future issuances of our common or preferred stock.

Shares eligible for future sale may adversely affect the market.

From time to time, certain of our shareholders may decide to sell some or all of their shares of common stock that they currently hold or could acquire upon the conversion of our preferred stock or exercise of warrants or other derivative securities by means of ordinary brokerage transactions in the open market. Any substantial sale of our common stock may have a material adverse effect on the market price of our common stock.

Our management has broad discretion as to the use of the net proceeds from this offering.

Our management will have broad discretion in the application of the net proceeds of this offering. Accordingly, you will have to rely upon the judgment of our management with respect to the use of these proceeds. Our management may spend a portion or all of the net proceeds from this offering in ways that holders of our common stock may not desire or that may not yield a significant return or any return at all. Our management not applying these funds effectively could harm our business. Pending their use, we may also invest the net proceeds from this offering in a manner that does not produce income or that loses value. Please see “Use of Proceeds” below for more information.

You will experience immediate and substantial dilution as a result of this offering.

As of June 29, 2019, our net tangible book value was approximately$1.925 million, or $0.17 per share. Since the effective price per share of our common stock being offered in this offering is substantially higher than the net tangible book value per share of our common stock, you will suffer substantial dilution with respect to the net tangible book value of the common stock you purchase in this offering. Based on the assumed public offering price of $[●] per share of common stock being sold in this offering, which is the midpoint of the estimated offering range set forth on the cover page of this prospectus, and our net tangible book value per share as of June 29, 2019, if you purchase shares of common stock in this offering, you will suffer immediate and substantial dilution of $[●] per share (or $[●] per share if the underwriter exercises the over-allotment option in full) with respect to the net tangible book value of the common stock. See the section titled “Dilution” for a more detailed discussion of the dilution you will incur if you purchase securities in this offering.

We do not intend to pay cash dividends to our shareholders, so you will not receive any return on your investment in our common stock prior to selling your interest in the Company.

We have never paid any dividends to our common shareholders and do not foresee doing so. We currently intend to retain any future earnings for funding growth and, therefore, do not expect to pay any cash dividends in the foreseeable future. If we determine that we will pay cash dividends to the holders of our common stock, we cannot assure that such cash dividends will be paid on a regular basis. The success of your investment in our common stock will likely depend entirely upon any future appreciation. As a result, you will not receive any return on your investment prior to selling your common stock and, for the other reasons discussed in this “Risk Factors” section and in the “Risk Factors” section of the documents incorporated herein by reference, you may not receive any return on your investment even when you sell your shares.

If securities industry analysts do not publish research reports on us, or publish unfavorable reports on us, then the market price and market trading volume of our common stock could be negatively affected.

Any trading market for our common stock may be influenced in part by any research reports that securities industry analysts publish about us. We do not currently have and may never obtain research coverage by securities industry analysts. If no securities industry analysts commence coverage of us, the market price and market trading volume of our common stock could be negatively affected. In the event we are covered by analysts, and one or more of such analysts downgrade our securities, or otherwise reports on us unfavorably, or discontinues coverage of us, the market price and market trading volume of our common stock could be negatively affected.

We have limited the circumstances in which our directors will be liable for monetary damages.

We have included in our articles of incorporation a provision to eliminate the liability of directors for monetary damages to the maximum extent permitted by California law. The effect of this provision will be to reduce the situations in which we or our shareholders will be able to seek monetary damages from our directors. Our bylaws also have a provision providing for indemnification of our directors and executive officers and advancement of litigation expenses to the fullest extent permitted or required by California law, including circumstances in which indemnification is otherwise discretionary. Also, we have entered into agreements with our officers and directors in which we similarly agreed to provide indemnification that is otherwise discretionary. Such indemnification may be available for liabilities arising in connection with this offering.

CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain forward-looking statements. These statements relate to future events or future predictions, including events or predictions relating to our future financial performance, and are based on current expectations, estimates, forecasts and projections about us, our future performance, our beliefs and management’s assumptions. They are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “feel,” “confident,” “estimate,” “intend,” “predict,” “forecast,” “project,” “potential” or “continue” or the negative of such terms or other variations on these words or comparable terminology. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks described under the “Risk Factors” section of this prospectus and the documents incorporated herein by reference that may cause the our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable as of the date of this prospectus, we cannot guarantee future results, levels of activity, performance or achievements.

In addition to the risks described in the “Risk Factors” section of this prospectus and the documents incorporated herein by reference, important factors to consider and evaluate in such forward-looking statements include, but are not limited to, the following:

• the risk that customers may delay or cancel orders for our products or services;

• any issue that compromises our relationships with the U.S. federal government, its agencies or defense contractors providing products and services to these agencies;

• changes in governmental priorities that shift expenditures away from national defense;

• failure by us or our employees to obtain and maintain necessary security clearances or certifications;

• failure to comply with numerous laws and regulations;

• changes in government procurement, contract or other practices or the adoption by governments of new laws, rules, regulations and programs in a manner adverse to us;

• our ability to compete effectively against competitors with greater resources than ours;

• any inability to attract, train or retain employees with the requisite skills, experience and security clearances;

• the loss of members of senior management or failure to develop new leaders;

• our ability to realize the full value of our backlog and the timing of our receipt of revenue under contracts included in backlog;

• internal system or service failures and security breaches;

• uncertainties relating to legal proceedings, including litigation, audits, reviews and investigations, which may result in materially adverse judgments, settlements or other unfavorable outcomes; and

• other risks and factors listed under the “Risk Factors” section of this prospectus, listed under the “Risk Factors” section of the documents incorporated herein by reference, and described elsewhere in this prospectus.

These risks are not exhaustive. Other sections of this prospectus (including the documents incorporated by reference) include additional factors that could adversely impact our business and financial performance. Furthermore, new risks and uncertainties emerge from time to time and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this prospectus.

The forward-looking statements made in this prospectus relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this prospectus. We will update or revise the forward-looking statements to the extent required by applicable law.

CAPITALIZATION

The following table describes our capitalization as of June 29, 2019 (the last day of our most recently completed fiscal quarter):

•

on a pro forma basis to give effect of the issuance of 13,470,000 shares of our common stock in exchange for 88,600 shares of our outstanding Series E Preferred Stock upon the consummation of this offering.

•

on a pro forma, as adjusted basis to give effect to the pro forma adjustment set forth above and the sale of the shares in this offering at the public offering price of $[●] per share, after deducting underwriting discounts and other estimated offering expenses payable by us and after giving effect to the application of the net proceeds received from this offering as described under “Use of Proceeds.”

The pro forma and pro forma as adjusted information below is illustrative only, and our capitalization following the closing of this offering will be adjusted based on the actual public offering price and other terms of this offering determined at pricing.

	As of June 29, 2019
	Actual		Pro Forma		Pro Forma As Adjusted
(In thousands except share data)		(unaudited)
Indebtedness	$	5,974	$	5,974	$	5,974
Shareholders’ equity:
Common Stock, no par value per share; 200,000,0000 shares authorized, 11,343,011 shares issued and outstanding		25,654
Series B, C and D Preferred stock, no par value, 18,533.51, issued and outstanding (liquidation preference of $3,540 at June 29, 2019)		2,911
Series E Preferred Stock, no par value per share; 98,400 shares of issued and outstanding (liquidation preference of $3,690 at June 29, 2019)		1,893
Accumulated deficit		(28,533)
Total shareholders’ equity		1,925
Total capitalization	$	1,925	$		$

The pro forma information discussed above is for illustrative purposes only and will change based on the actual public offering price, number of shares and other terms of this offering determined in pricing.

The number of shares of our common stock outstanding shown in the pro forma, as adjusted column reflects:

•

the exchange of 88,600 shares of our Series E Preferred Stock for an aggregate of 13,470,000 shares of our common stock resulting from our offer to exchange each share of our Series E Preferred Stock for 150 shares of our common stock plus two shares of common stock representing accrued but unpaid dividends on the Series E Preferred Stock upon the consummation of this offering;

•

the exclusion of 2,773,351 shares of stock issuable upon conversion of the (1) 9,997 outstanding shares of our Series B Preferred Stock, (2) the 3,424.65 outstanding shares of our Series C Preferred Stock (3) the 5,111.86 outstanding shares of our Series D Preferred Stock, and (4) 9,200 shares of our Series E Preferred Stock expected to remain outstanding following the completion of this offering, each of which is convertible to 100 shares of our common stock per share at the holder’s election*;

•

the exclusion of outstanding warrants to purchase 3,451,594 shares of our common stock at exercise prices ranging from $0.25 to $1.78 per share; and

•

the exclusion of 3,550,000 shares of stock issuable upon conversion of outstanding stock options issued to our officers, directors and employees.

A description of the features of our preferred stock and of the exercise prices of our warrants can be found under the heading “Description of Capital Stock — Preferred Stock and Offer to Exchange” and in Note 17 to our consolidated financial statements for the year ended March 30, 2019. A description of our offer to exchange shares of our Series E Preferred Stock can be found under the heading “Description of Capital Stock — Preferred Stock and Offer to Exchange.”

Dilution

If you purchase our common stock in this offering, your interest will be diluted to the extent of the difference between the public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock upon completion of this offering. Net tangible book value per share represents the amount of our total tangible assets (total assets less intangible assets) less total liabilities, divided by the number of shares of our common stock outstanding.

Our pro forma net tangible book value (deficit) as of June 29, 2019 was $1.925 million or approximately $0.17 per shares of common stock based on 11,343,011 shares outstanding as of June 29, 2019. Pro forma net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the total number of shares outstanding as of June 29, 2019, after giving effect to the conversion of all outstanding preferred stock along with the aggregate accrued or accumulated and unpaid dividends thereon.

Our pro forma as adjusted net tangible book value (deficit) at June 29, 2019 would have been approximately $[●] million or $[●] per share. This represents an immediate increase in pro forma net tangible book value of approximately $[●] per share to our existing shareholders, and immediate dilution of $[●] per share to investors purchasing shares in this offering. Pro forma as adjusted net tangible book value per share represents our pro forma net tangible book value, plus the effect of the sale by us of [●] shares of our common stock in this offering at an initial public offering price of $[●] per share, and after the sale of the shares in this offering at the public offering price of $[●] per share, which is the midpoint of the range set forth on the cover page of this prospectus, and after deducting the estimated underwriting discount and offering expenses payable by us, and after giving effect to the application of the net proceeds received from this offering as described under “Use of Proceeds.”

Dilution in pro forma net tangible book value (deficit) per share represents the difference between the amount per share paid by purchasers of our common stock in this offering and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

The following table and the discussion thereafter illustrates the per share dilution to investors purchasing shares in the offering, after giving effect to our issuance of [●] shares of our common stock in exchange for [●] shares of our outstanding Series E Preferred Stock upon the consummation of this offering:

Initial public offering price per share		$
Pro forma net tangible book value per share as of June 29, 2019
Adjustment for exchange of shares of Series E Preferred Stock for shares of common stock
Increase in pro forma net tangible book value per share attributable to new investors in this offering
Pro forma as adjusted net tangible book value per share after this offering
Dilution in pro forma net tangible book value per share to new investors in this offering		$

If the underwriter exercises its over-allotment option in full to purchase an additional [●] shares of our common stock in this offering, the pro forma as adjusted net tangible book value will increase to $[●] per share, representing an immediate increase to existing shareholders of $[●] per share and an immediate dilution of $[●] per share to new investors participating in this offering.

The following table summarizes, on a pro forma as adjusted basis as of June 29, 2019, after giving effect to the issuance of 13,470,000 shares of our common stock in exchange for 88,600 shares of our Series E Preferred Stock immediately prior to the closing of this offering, the differences between the number of shares of common stock purchased from us, the total consideration paid to us and the average price per share paid by existing shareholders and by new investors purchasing shares of common stock in this offering.

The calculation below is based on an initial public offering price of $[●] per share.

	Shares Purchased				Total Consideration				Average Price
	Number	Percent			Amount	Percent				Per Share
Existing shareholders				%	$			%	$
New investors purchasing common stock
Total			100	%	$		100	%	$

Furthermore, we may choose to raise additional capital through the sale of equity or convertible debt securities due to market conditions or strategic considerations even if we believe we have sufficient funds for our current or future operating plans. We may also choose to engage in strategic acquisitions through the issuance of shares of our stock. New investors will experience further dilution if any of our outstanding options or warrants are exercised, new options are issued and exercised under our equity incentive plans or we issue additional shares of common stock, other equity securities, convertible debt securities or other derivative securities in the future.

The pro forma information discussed above is illustrative only and will change based on the actual public offering price, number of shares and other terms of this offering determined at pricing.

USE OF PROCEEDS

We estimate that the net proceeds to us from this offering, after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, will be approximately $ million (or approximately $ million if the underwriter exercises its option to purchase additional shares in full).

A $[●] increase (decrease) in the assumed public offering price of $[●] per share would increase (decrease) the expected net cash proceeds of the offering to us by approximately $[●] million, or $[●] per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us. Similarly, a $[●] increase (decrease) in the number of shares of common stock sold in this offering would increase (decrease) the expected net cash proceeds of the offering to use by approximately $[●] million, or $[●] per share, assuming that the per share offering price, at the midpoint of the range, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discount and offering expenses payable by us.

We currently intend to use the net proceeds from this offering primarily for product development and for working capital and other general corporate purposes. We may also use a portion of the net proceeds of this offering to repay indebtedness. As of June 29, 2019, we owed $1.5 million on a loan originated on April 27, 2017 that bears interest at the rate of 16% per annum and matures on March 1, 2020 and $429,000 under a short-term line of credit originated on May 11, 2019 that accrues interest at an annual rate of one percent above the greater of prime rate or 4.5%. We used the proceeds of these loans for working capital purposes. We may also use a portion of the net proceeds from this offering to acquire or invest in complementary businesses, assets or technologies, although we have no present commitments or agreements to do so. As of the date of this prospectus, we cannot specify with certainty all of the particular uses for the net proceeds to us from this offering.

The amount and timing of expenditures or for any particular use may vary based on a number of factors, including the amount of cash used in or provided by our operations. Our management will have broad discretion in the application of these proceeds, and investors will be relying on the judgment of our management regarding the application of the proceeds of this offering. Pending application of the net proceeds as described above, we intend to invest the net proceeds in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

MARKET FOR REGISTRANT’S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

Common Stock Market Prices

Our common stock is traded on the OTCQB Market under the symbol “GIGA”. The following table sets forth range of high and low bid quotations for our common stock for each of the quarterly periods indicated as reported by the reported by the OTCQB Market. Bid quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions. The market for our common stock is sporadic and at times very limited.

Dividend Policy

We have never declared or paid any cash dividends on our common stock and do not currently anticipate declaring or paying cash dividends on our common stock in the foreseeable future. We currently intend to retain all of our future earnings, if any, to finance operations. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects, contractual restrictions and other factors that our board of directors may deem relevant.

Holders of Record

As of [●], 2019, there were [●] holders of record of our common stock. The actual number of shareholders is greater than this number of record shareholder and includes shareholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number of shareholders of record also does not include shareholder whose shares may be held in trust by other entities.

BUSINESS

Overview

We manufacture specialized electronics equipment for use in both military test and airborne operational applications. Our operations consist of two business segments, those of our wholly-owned subsidiary, Microsource Inc., and those of our Giga-tronics division.

Microsource primarily develops custom microwave products for use in military airborne applications. Microsource’s two largest customers are prime contractors for which we develop and manufacture sophisticated RADAR filters used in fighter aircraft. Revenues from Microsource comprised a majority of our revenues for the fiscal years ended March 30, 2019 and March 31, 2018.

Our Giga-tronics Division designs, manufactures and markets a family of functional test systems for the RADAR and Electronic Warfare segment of the defense electronics market. Our RADAR/EW test systems are used to evaluate and improve the performance of RADAR/EW systems. Giga-tronics Division customers include major prime defense contractors, the armed services (primarily in the United States) and research institutes.

Our principal executive offices are located at 5990 Gleason Drive, Dublin, California 94568 and our telephone number at that location is (925) 328-4650. We primarily designed and manufacture our products at our corporate headquarters in Dublin, California. We recently established an R&D development center in Nashua, New Hampshire to provide support to current and potential customers in the Northeastern United States. Our website address is http://www.gigatronics.com. The information contained on our website is not part of, or incorporated by reference into, this prospectus.

Microsource

Microsource’s primary business is the design of custom microwave products as well as the production of microwave components using chip and wire assembly methods. Microsource offers a line of tunable, synthesized Band Reject Filters for solving interference problems in RADAR/EW applications. Electronic Attack systems onboard high-performance fighter jets often require RADAR filters to block electromagnetic inference generated by other onboard electronic systems, particularly the aircraft’s main RADAR. Our high-speed, tunable notch filters can quickly block interference from both continuous wave and wide bandwidth emissions. Using proprietary driver and phase lock technology, our filters offer tuning speeds that are up to ten times faster than traditional filter designs. We custom design these filters specifically for each application.

While our RADAR filter technology may be used in a variety of operational applications and as components in microwave instruments and devices, Microsource’s two largest customers are prime contractors for whom we develop and manufacture RADAR filters used in fighter aircraft. Microsource serves the aftermarket for operational hardware associated with the United States Government’s RADAR Modernization Program for prior generation fighter aircraft (i.e., the F/A-18E, F-15D and F-16 jets) to extend their useful lives. These RADAR filters are designed to withstand the rigors of operating under extreme conditions. They must be able to operate while exposed to the shock, vibration, high altitudes and temperature extremes experienced during jet flight without cooling or heating from the aircraft.

Our customers require that Microsource be certified to the stringent AS9100D aerospace quality standard. Microsource routinely maintains a top-quality rating as measured quarterly by its customers and over the years has received multiple “Gold Supplier” awards, as well as, a “Supplier of the Year” award from one of our prime customers. The most recent “Gold Supplier” award was received in April of 2019 for delivering consistent product quality and on-time shipments to a customer during 2018.

The Market for Microsource Products

Microsource’s revenues have grown as prime contractors began upgrading additional aircraft variants. Initially Microsource supplied filters for one fighter jet, the F/A-18E. During our 2014 fiscal year, the prime contractor added a second aircraft, the F-15. Additionally, during our 2017 fiscal year, a second prime contractor added a third aircraft, the F-16. As a result, Microsource’s revenue was $9.2 million for our fiscal year ended March 30, 2019 as we delivered filters for approximately 150 aircraft. We believe there are over 3,000 potential domestic and foreign F-15, F-16 and F-18 aircraft that have not been upgraded. Microsource is a sole-source supplier of filters for these three fighter jets and we expect that the business will continue to be a significant source of our future revenue.

Giga-tronics Division

Our Giga-tronics division designs, manufactures and markets a family of functional test systems for the RADAR and Electronic Warfare (RADAR/EW) segment of the defense electronics market. Our RADAR/EW test systems are used to evaluate and improve the performance of RADAR systems and EW counter measures, such as jammers. Giga-tronics division customers include major defense prime contractors, the armed services (primarily in the United States) and research institutes.

Our goal is to become a leading supplier of test solutions for evaluating defense RADAR and EW systems. The same digital technology that has revolutionized commercial communications, consumer and automotive electronics is now being applied to advanced RADAR and EW systems. This shift in technology limits the effectiveness of traditional test solutions that are unable to actively interact with the RADAR and EW systems being tested. In contrast to traditional test systems, we specifically architected the Giga-tronics RADAR/EW testing platform to offer sophisticated control and real-time behavior that supports active interaction with the devices under test. To our knowledge, no other RADAR/EW test system offers real times responses and closed loop behavior in the same manner as our technology.

Technology Shift in RADAR and EW Systems

Historically, the United States defense electronic systems have embodied the most advanced capabilities available. Major investments in integrated circuits, computing technology and signal processing algorithms made by the United States Defense Department during the 1960s through the 1980s, gave the United States an advantage in its RADAR/EW defensive capabilities. These technologies subsequently found their way into consumer products and services, such as desktop computers, music players and smartphones. The rapid acceleration and global proliferation of these technologies by commercial companies has enabled both United States allies and potential adversaries to take a huge leap forward in RADAR and EW technology.

These advanced digital technologies, along with the standardization of stealth technology, has enabled the United States’ potential adversaries to catch-up to, and in some cases surpass, the United States military dominance in the air and at sea. The United States Defense Department recognizes these threats and has requested that the United States Congress divert substantial resources from other programs to fund development of the next generation of RADAR and EW systems¹. These new systems may employ machine learning and artificial intelligence technologies that require new approaches for testing and evaluation, creating a significant market opportunity for Giga-tronics’ RADAR/EW testing platform.

The Test Challenge

The Giga-tronics RADAR/EW test system enables users to test RADAR/EW systems by simulating multiple, dynamic RADAR/EW signals that a fighter jet experiences in combat. A hypothetical example of this complex environment is illustrated below:

There are no defined borders within the electromagnetic spectrum. For example, a fighter jet in a battlefield sees many microwave signals, some friendly, some hostile, some bouncing off mountains, others reflected off the ocean. The fighter jet’s on-board jammer must recognize which among all these RADAR signals poses a threat. If the jammer is cognizant of a threat signal, then it will attempt to jam the signal. In turn, the fighter jet’s RADAR is designed to recognize that it is being jammed by an opponent and may adapt to avoid the interference by modifying its RADAR signal. To fully test and evaluate modern cognizant and adaptive RADAR and EW systems in a laboratory setting requires a test system that can duplicate the interplay between these devices. Therefore, evaluating a combat RADAR or EW system requires a means to simulate the changing and reacting signals that exist in combat situations.

¹ DOD Electronic Warfare Strategy, Ashton Carter, 2017

Traditional open loop test simulations operate by sending a pre-recorded set of signals to the RADAR or EW system under test. Thus, these traditional systems are unable to interact with the new adaptive RADAR/EW systems. Therefore, we believe that prime contractors and government test facilities are seeking new test solutions that deliver a closer correlation between laboratory testing and field testing by better simulating the changing and reacting signals that exist in combat situations.

Giga-tronics’ Solution

We designed our Giga-tronics RADAR/EW test system to address this challenge. Our RADAR/EW test system employs a RADAR-like architecture, allowing it to accurately simulate RADAR/EW signals for testing. In addition, our RADAR/EW test system can interact with the system under test by modifying its signals in response to signals generated by the system under test, creating a “closed-loop” testing environment that simulates the behavior of RADAR and EW systems in combat situations. We believe that our Giga-tronics RADAR/EW test system is the first commercial RADAR/EW test system to offer this close-loop behavior, which interacts with the system being tested. This closed-loop design also permits our RADAR/EW test system to digitally record the signals generated during testing for later analysis.

We believe our RADAR/EW test solution offers several competitive advantages:

Our RADAR/EW solution was designed specifically for generating realistic RADAR signals for testing purposes.

Our RADAR/EW solution was designed to offer real-time, dynamic, closed-loop behavior that can interact with the devices under test for fully evaluating and improving RADAR and EW performance.

Our RADAR/EW solution features digital processing hardware and firmware, creating a test solution that may be customized with relative ease compared to traditional test systems.

Our RADAR/EW solution is scalable, allowing us to build test systems with multiple channels that scale well both in terms of size and costs compared to traditional systems.

In the example shown above, a jammer onboard a fighter jet (represented as a fighter jet on the right) is being tested to evaluate its ability to identify and respond to a threat. The Giga-tronics test system simulates a battlefield environment by generating many – potentially hundreds – of microwave signals (shown in blue) into the jammer. The test system also generates one or more threat signals (shown in red). The test system can change the strength of the threat signal, allowing the user to determine at what strength the jammer fails to see the threat signal. After the jammer is cognizant of the threat signal, it responds by jamming the signal. Our test system records the response of the jammer (shown in green) in real time. Based on the response of the jammer, the test system modifies its threat signal in order to force the jammer into another mode, just as a RADAR would on the battlefield. To our knowledge, the Giga-tronics test system is the only commercially available test system with the type of “closed loop” testing capability described in this paragraph.

We began a major business transition starting in 2012, when our Chief Executive Officer had the vision to focus our microwave expertise on the military market where he believed a technology shift in the market provided an opening for Giga-tronics. We divested our commodity test business and invested a significant amount of capital in our RADAR/EW test system. We developed our RADAR/EW test solution in four phases.

First, building on our microwave RADAR component expertise, we developed a subsystem that generates RADAR signals. Like an actual RADAR transmitter, the subsystem includes a microwave up-converter and a power amplifier, which allows our simulator to replicate a RADAR’s threat signal with high fidelity. We call this subsystem an Advanced Signal Generator.

Second, we developed a subsystem solution for recording the signals generated by the device being tested. These recordings are used as input to our simulator, which then modifies its transmitted threat signal just as an actual RADAR would do in the battlespace. As a result, our simulator can replicate an engagement with a higher degree of accuracy than currently available solutions, and consequently, provides more relevant test results. Like an actual RADAR receiver, the subsystem includes a microwave pre-amplifier and a down-converter. We call this subsystem an Advanced Signal Analyzer.

Next, we developed a complete test solution by combining our Advanced Signal Generator and our Advanced Signal Analyzer with a digital generation system purchased from a third party, creating a testing platform. The platform’s modular architecture facilitates building test systems with reduced size, weight and cost compared to traditional solutions, particularly when the test system is required to have many transmitters and receivers.

Fourth, we developed complete, customized test solutions that utilize our signal generation and analysis tools. Some examples of our integrated solutions are our Real-Time Threat Emulation System and the Multi-Ship RADAR Signal Generator, which is being used by United States Navy at its Naval Air Station in Pt. Mugu, California and is illustrated below.

Real-Time Threat Emulation System

Our Market Strategy

The two primary uses of test equipment within the defense industry are to perform design analysis and verification at the prime contractors and acceptance of the RADAR/EW systems by the United States government.

We chose to focus our initial marketing efforts on the United States armed forces. We believe that government test facilities are relatively open to adopting different test methods and equipment to detect problems during system acceptance compared to prime contractors, who often have preferred suppliers and, in some cases, their own testing systems. Therefore, we focused initial marketing efforts for our RADAR/EW testing solutions on the United States Navy and the United States Air Force, two of the dominant acquirers of EW equipment in the United States. Our RADAR/EW testing system is being used by the United States Navy to test a Northrop Grumman jammer. This program has provided an aggregate of approximately $9.0 million in sales with the shipment of five test systems. We expect recurring revenue from this program via upgrades and increased capacity.

We are offering EW prime contractors and research institutes new solutions for augmenting their existing test systems. Traditional EW test solutions are not easily modified to simulate the newer threats being uncovered and they are unable to realistically simulate RADAR signals because they lack high-performance modulation capability. Traditional solutions typically lack an RF recording feature, which we can provide using our Advanced Signal Analyzer subsystem, allowing recording for later analysis.

The Market for Giga-tronics Products

Based on a Strategic Defense Intelligence report made public in 2014, we estimate that approximately $400 million is spent on defensive RADAR/EW testing in the United States each year. Our goal is to achieve a 20% market share within this market.

We view the boarder RADAR/EW test market as being comprised of two separate markets, defense RADAR testing and EW testing.

The RADAR Test Market

We believe there are at least 25 United States RADAR programs that would benefit from our RADAR/EW test platform. We are currently targeting eight of these programs operated by Lockheed Martin, Northrop Grumman and Raytheon. To date, we have sold one target generation sub-system to a defense contractor that is operating one of these programs.

The EW Test Market

We believe there are at least 25 United States EW testing programs that would benefit from our RADAR/EW test platform. We are currently targeting nine of these programs involving jammers produced by BAE Systems, L3/Harris Technologies, Lockheed Martin, Northrop Grumman and Raytheon. Among these nine opportunities is the potential upgrade of five test systems that we previously sold to the United States Navy to support testing of a Northrop Grumman jammer program, and potential upgrades to components purchased by BAE Systems and Lockheed Martin. We have established an engineering office in New Hampshire to better serve our customers and potential customers with operations in New Hampshire and elsewhere in the Northeastern portion of the United States. Our goal is to achieve overall a 25% market share of the EW test market.

Summary

We believe that our disruptive architecture provides an opportunity for our company to become a leader in the estimated $400 million RADAR/EW test market. Our goal to achieve a 20% market share over time. With the launch of our new test solution and the arrival of new management, the business has been turning around. We have recently delivered two quarters of profitability. Because of the losses incurred in prior fiscal years, we have $23.0 million in net operating losses, which, subject to limitations on the use of such tax assets under applicable tax law, is expected to reduce or eliminate our income tax expenses for the foreseeable future.

Competition

Microsource

Microsource is a sole source supplier of synthesized Band Reject Filters serving the aftermarket for operational hardware associated with the US Government’s RADAR Modernization Program for prior generation fighter jet aircrafts (F/A-18E, F-15D and F-16 jets) to extend their useful lives. Microsource jointly designed these filters with the prime contractors responsible for integrating the new RADARs and the prime contractors have flight-qualified our filters. We are aware of a few other companies that possess the technical know-how to design and manufacture filters of this nature, such as Teledyne and Micro-Lambda Wireless, but we believe the expense of developing and requalifying new tunable, synthesized Band Reject Filters for these aircraft is prohibitive to the point where a prime contractor would likely only undertake such an effort if major issues were to arise, such as significant technical deficiencies or if we were unable to deliver products on a timely basis.

Giga-tronics Division

Our Giga-tronics Division serves the defense electronics market with a microwave test platform used in the evaluation of military RADAR/EW systems. These applications represent niche segments within the broader test equipment market. We believe these niche markets are underserved because they are too small to attract the interest of major test equipment suppliers. For example, test equipment suppliers such as Agilent/Keysight, Rohde & Schwarz, Tektronix/Fortive and National Instruments, to our knowledge, do not approach these markets with new dedicated solutions.

Equipment and solutions that address the RADAR/EW market fall into one of three categories:

Components. The component category represents the basic building blocks for building test systems. These basic components are purchased mostly by the prime contractors who have the resources to build full test solutions on their own. We compete in this market and our competitors include Keysight and Tektronix. This category also includes high-performance digital hardware from suppliers like Curtiss Wright, Mercury Systems, Annapolis Micro Systems and others.

Bench. The bench category consists of solutions with limited capability. These solutions offer more complete functionality than just the components and are often sufficient for some engineering evaluations. We compete in this category with our Threat Emulation System. Our competition includes Northrop/Amherst’s Pulseman product and Keysight’s UXG with Multi-Emitter Scenario Software.

Test Solutions. Test solutions represent the largest segment of the RADAR/EW market. These solutions are capable of simulating hundreds of emitters simultaneously and are used by the prime contractors and government test facilities for the most accurate simulation of the final environment the devices being tested will experience. Our Multi-Ship RADAR/EW test system competes in this category. Our competitors include Northrop Grumman/Amherst which offers its Combat Electromagnetic Environment Simulator (CEESIM) and Textron Systems, which offers its A2PATS solution.

Our competitors often have greater resources in research, development and manufacturing and substantially broader product lines and channels. To compete, we place strong emphasis on maintaining a high degree of technical competence as it relates to the development of new microwave products, are highly selective in establishing technological objectives and focus sales and marketing activities in the selected niche areas that we believe are weakly served or underserved by our competitors. While our competitors in the Test Solutions segment are substantially larger than us and have greater resources, we do not believe that any of our competitors can create a closed-loop test system based on their current systems’ architectures, which are analog in nature. In addition, we believe that Giga-tronics’ modular system architecture yields solutions with superior capability to our competitor’s products at much lower cost and size and with a greater ease of customization.

Further, we believe that the test systems from Northrup Grumman and Textron have long delivery schedules, represent expensive capital investments to the customers that buy them and typically are shared among many users generally limiting access to their testing capabilities. Giga-tronics can complement these larger test systems by uniquely addressing the new closed loop test requirements for the next generation RADAR/EW devices and by offering smaller, lower cost and more flexible testing solutions that can be delivered more quickly, which greatly increases a user’s access to systems test capability and reduces the risk of program failure.

Proprietary Technology and Intellectual Property

Our competitive position is largely dependent upon our ability to provide performance specifications for our instruments and systems that (a) are easy to use and effectively and reliably meet customers’ needs and (b) selectively surpass competitors’ specifications in competing products. Patents can be an effective way to provide some legal protection in the event others copy our original work and help to preserve the resulting market advantages derived therefrom. However, because of the rapid progress of technological development in our industry, such protection may be insufficient. Therefore, although we pursue some patent coverage, we place major emphasis on the development of new products with superior performance specifications and the upgrading of existing products toward this same end. We also rely on trade secrets, nondisclosure agreements, and other similar means to protect our proprietary and confidential information.

Our products are primarily based on our own designs, which are derived from our own engineering abilities. If our new product engineering efforts fall behind, our competitive position weakens. Conversely, we believe that effective product development greatly enhances our competitive status.

We have maintained four non-provisional patents related to our signal generator product line. These patents describe advanced synthesis techniques and can be extended for use with the Giga-tronics test system and to a number of Microsource synthesizer components. Additionally, we filed two provisional U.S. patents relating to the new RADAR/EW test system in 2016 and subsequently filed a non-provisional application in 2017. The first patent application describes the internal design of the Advanced Signal Generator and Analyzer and is intended to protect our technology for integrating high-performance RADAR modulation with agile frequency tuning while simultaneously keeping noise and unwanted spurious signals very low. This technology is what makes the Giga-tronics hardware much smaller in size and lighter in weight compared to many of our competitors’ comparable products. The second patent application describes the extensibility of the technology for building larger test systems with much higher channel density compared to present solutions. The applications for these non-provisional patents are currently pending before the U.S. Patent Office.

In September 2015, we entered into a software development agreement with a major aerospace and defense company in which the aerospace and defense company developed simulation software and licensed it to us. The simulation software (also called Open Loop Simulator or OLS technology) allows our RADAR/EW test system to coordinate with various third-party hardware elements to generate the signals for testing RADAR/EW equipment. We license the OLS software to customers as a bundled or integrated solution with our Threat Emulation System product. We paid over $1.2 million for this software and we incur an additional license fee of over $20,000 per system sold.

We are not otherwise dependent on trademarks, licenses or franchises. We utilize certain other software licenses in certain functional aspects for some of our products. Such licenses are readily available, non-exclusive and are obtained at either no cost or for a relatively small fee.

Employees

As of March 30, 2019, and March 30, 2018, we employed 39 and 43 individuals on a full-time basis, respectively. We believe that our future success depends on our ability to attra9t and retain skilled personnel. None of our employees are represented by a labor union, and we consider our employee relations to be good.

Legal Proceedings

From time to time we may be involved in claims that arise during the ordinary course of business. Although the results of litigation and claims cannot be predicted with certainty, we do not currently have any pending litigation to which we are a party or to which our property is subject that we believe to be material. Regardless of the outcome, litigation can be costly and time consuming, and it can divert management’s attention from important business matters and initiatives, negatively impacting our overall operations.

MANAGEMENT

Set forth below is certain information regarding our executive officers and directors. Each of the directors listed below was elected to our board of directors to serve until our next annual meeting of shareholders or until his or her successor is elected and qualified. All directors hold office for one-year terms until the election and qualification of their successors.

The following table sets forth information regarding the members of our board of directors and our executive officers:

Name	Age	Position
Gordon L. Almquist	69	Director
Lutz P. Henckels	78	Director, Executive Vice President and Chief Financial Officer
Traci K. Mitchell	49	Controller and Principal Accounting Officer
John R. Regazzi	64	Chief Executive Officer and Director
William J. Thompson	54	Director, Chairman of the Board
Armand Pantalone	54	Chief Technology Officer
Timothy Ursprung	58	Vice President Sales and Marketing
Jamie Weston	54	Director

Gordon L. Almquist has served as a member of our board of directors since 2012. Mr. Almquist has more than 30 years of experience in senior financial management roles at public and private technology companies. From August 2009 until his retirement in June 2016, Mr. Almquist served as the Vice President and Chief Financial Officer of Keyssa, Inc. (formerly known as WaveConnex, Inc.), a semiconductor technology company headquartered in Campbell, CA. Prior to Keyssa, he held similar positions at Strix Systems, where he was also a co-founder, and at publicly-traded companies including Vertel Corporation and 3D Systems Corporation. Mr. Almquist also served on the board of directors for CAP Wireless (acquired by TriQuint Semiconductor in 2013). Mr. Almquist is a certified public accountant (inactive) in the State of California and holds a bachelor's degree in business administration (accounting) from California State University, Northridge.

Lutz P. Henckels has served as a member of our board of directors since 2011. He was appointed as our Executive Vice President and Chief Financial Officer in March 2019, having served as our Interim Chief Financial Officer since February 2018. Dr. Henckels has over 40 years of experience serving as chief executive officer of private and public technology companies including HiQ Solar, SyntheSys Research (acquired by Tektronix/Danaher), LeCroy Corporation, and HHB Systems. Along with David Packard, Joe Keithley and Alex D’Arbeloff, Dr. Henckels was the recipient of the first John Fluke Sr. Memorial Award, which was established in 1986 to honor executives who have led their companies with innovative engineering or business management. Dr. Henckels holds a Bachelor of Science and Master of Science in Electrical Engineering and PhD in Computer Science from the Massachusetts Institute of Technology. He graduated Eta Kappa Nu and Tau Beta Pi, and is also a graduate of the OMP program of Harvard Business School. Dr. Henckels has been a director of multiple publicly traded companies, including Ikos, Inframetrics, and LeCroy.

Traci K. Mitchell has been our Controller and principal accounting officer since March 1, 2019. Previously, Ms. Mitchell was a consultant to the Company since March, 2018, supporting our finance department. Prior to that Ms. Mitchell was the Director of Global Finance for Console Connect and Accounting Manager and Corporate Controller for Keyssa, Inc. from January 2015 to February 2018. Prior thereto, from July 2005 to January 2015, Ms. Mitchell was an owner of a consulting firm for ten years providing accounting services to several clients, some of which include Ion Torrent, Sensys and Omneon Inc. In addition, Ms. Mitchell previously held financial management positions with several large Bay Area companies including eBay, Inc., Informix Systems and Symantec Corporation.

Armande Pantalone was promoted to the position of Chief Technology Officer on June 11, 2018. Mr. Pantalone joined Giga-tronics in July 2016 as the Director of RADAR/EW Test Solutions. Prior to joining the Company, Mr. Pantalone worked at Raytheon’s Integrated Defense Systems Division from July 1996 to June 2016. In his 20 years at Raytheon, he held a variety of technical and leadership positions associated with RADAR and missile defense programs. Previous experience includes 10 years at Northrop Grumman/Nordeen Systems as an RF & Microwave engineer specializing in the design of RADAR systems including system integration and flight testing. Mr. Pantalone graduated from Clarkson University in Potsdam, NY with a dual degree in Electrical and Computer Engineering.

John R. Regazzi has served as a member of our board of directors since 2006. He has been our Chief Executive Officer since February 2018. Previously he was Co-Chief Executive Officer beginning in June 2017 and Chief Technology Officer beginning in August 2016. From 2006 to August 2016, he was the President and Chief Executive Officer of the Company. Prior to that, Mr. Regazzi held the following positions within the Giga-tronics Instrument Division: President and General Manager, Vice President of Operations, and Vice President of Engineering. Mr. Regazzi also serves as the Company’s Secretary. Prior to Giga-tronics Mr. Regazzi was with Hewlett Packard and Keysight for 22 years in various design and management positions associated with their microwave sweeper and synthesizer product lines. Mr. Regazzi holds a Bachelor of Science in Electrical Engineering from Rutgers University and a Master of Science in Electrical Engineering from Lehigh University.

William J. Thompson, has served as Chairman of our board of directors since August 2016 and has been a member of our Board since 2011. Dr. Thompson served as our Acting Chief Executive Officer from August 2016 until June 2017. Dr. Thompson is a Managing Member of Alara Capital AVI II and was Director of Research for Jacobi Capital Management. Dr. Thompson co-founded Circadiant Systems (acquired by JDS Uniphase Corporation), a venture capital backed test company that designed and manufactured instrumentation for optical communication. Dr. Thompson also served as a Member of Technical Staff at Lucent Technologies where he designed analog RF optoelectronic components for high speed optical communication, and as a researcher with the University of Maryland. Dr. Thompson graduated summa cum laude with a Bachelor of Science in Physics from University of North Carolina at Charlotte and holds a Ph.D. in Physics from Stony Brook University in New York State. He graduated as a Palmer Scholar with an MBA in Finance from the Wharton School of the University of Pennsylvania.

Jamie Weston has served as a member of our board of directors since 2016. Mr. Weston is a Managing Director at Spring Mountain Capital, a private equity firm, and has been with the firm since 2011. Mr. Weston was previously a Partner at The Wicks Group of Companies, a private equity firm with close to $1 billion under management, focused on selected segments of the information, education, and media industries. During his 15 years at Wicks, he was an integral part of its investment and management activities, and served on the board of directors of many of its portfolio companies. While at Wicks, he directly structured and negotiated acquisitions and divestitures and other transactions. Prior to Wicks, Mr. Weston worked at IBJ Whitehall Bank & Trust Company and National Westminster Bancorp, where he completed leveraged financings. Mr. Weston received his M.B.A. from Fordham University and graduated cum laude from Drew University with a B.A. in Economics.

Timothy Ursprung was appointed to the position of Vice President Sales and Marketing in July, 2018. Prior to joining the Company, Mr. Ursprung worked at Rodelco Electronics Corporation as the head of sales in the RF/Microwave Integrated Microwave Assembly marketspace promoting Highly Complex solutions for Electronic Warfare and Radar applications from April 2014 to June 2018. Prior to Rodelco, from July 2005 to January 2014, Mr. Ursprung owned and operated a manufacturer’s representative firm, EOX Sales LLC, covering the Mid-Atlantic and Southeast regions of the United States. In addition, Mr. Ursprung was Vice President Sales and Marketing for Aeroflex Test Solutions for ten years in charge of all activities in the Americas from July 1995 to June 2005. Mr. Ursprung graduated from Clarkson University in Potsdam, NY with a degree in Engineering and Management.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of September 20, 2019, certain information with respect to the beneficial ownership of our common stock by:

• each shareholder known by us to be the beneficial owner of more than 5% of our common stock,

• each of our current directors and named executive officers, and

• all of our executive officers and directors as a group.

Beneficial ownership is determined in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws. Shares of common stock subject to options or warrants currently exercisable, or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants, but are not deemed outstanding for purposes of computing the percentage ownership of any other person. The address of all officers and directors of Giga-tronics is c/o Giga-tronics Incorporated, 5990 Gleason Drive, Dublin, California 94568. Except as otherwise noted, the percentage of common shares beneficially owned by each person after the offering reflects that each share of Series E Preferred Stock held by such person will convert into 152 shares of common stock upon the completion of this offering.

Name of Beneficial Owner and Position(s) with the Company	Number of Shares of Common Stock		Percentage of Class	Percentage of Class After the Offering

Gordon L. Almquist, Director	430,069	(1)	3.2%
Lutz P. Henckels, EVP, Chief Financial Officer and Director	432,026	(2)	3.2%
John R. Regazzi, Chief Executive Officer and Director	845,816	(3)	6.2%
William J. Thompson, Director and Chairman of the Board	291,770	(4)	2.2%
Jamie Weston, Director	--	(5)	--
Armand Pantalone, Chief Technology Officer	92,622	(6)	0.7%
Timothy Ursprung, Vice President Sales & Marketing	121,909	(7)	0.9%
Traci Mitchell, Corporate Controller	111,796	(8)	0.8%
Directors and Officers as a group (9 Individuals)	2,326,008	(9)	16.7%

Beneficial Owners of more than 5% of our common stock:

Spring Mountain Capital, LLC	3,861,956	(10)	21.6%
650 Madison Avenue, 20th Floor
New York, NY 10022

Thomas Leonard	2,264,952	(11)	16.2%
1617 John F. Kennedy Blvd 19th Floor
Philadelphia, PA 19103

Porter Capital Management	1,520,674	(12)	10.7%
300 Drakes Landing Road
Greenbrae, CA 94904

John Gruber	2,081,483	(13)	14.0%
300 Tamal Plaza, Ste 280 Corte Madera, CA 94925

(1)	Includes 61,950 shares of common stock issuable under options exercisable within 60 days of September 20, 2019 and 60,000 shares of common stock issuable upon conversion of 600 shares of Series E Preferred Stock.
(2)	Includes 147,165 shares of common stock issuable under options exercisable within 60 days of September 20, 2019, 5,963 shares of common stock issuable upon conversion of warrants, 6,444 shares of common stock issuable upon conversion of 64.44 shares of Series B preferred stock and 220,000 of common stock issuable upon conversion of 2,200 shares of Series E Preferred Stock.
(3)	Includes 335,165 shares of common stock issuable under options exercisable within 60 days of September 20, 2019 and 200,000 shares of common stock issuable upon conversion of 2,000 shares of Series E Preferred Stock.

(4)	Includes 49,150 shares of common stock issuable under options exercisable within 60 days of September 20, 2019.
(5)	Mr. Weston is a Managing Director at Spring Mountain Capital, LLC. Excludes shares of common stock beneficially owned by Spring Mountain Capital because Mr. Weston does not have or share the authority to vote or sell such shares.
(6)	Includes 40,294 shares of common stock issuable under options exercisable within 60 days of September 20, 2019 and 40,000 shares of common stock issuable upon conversion of 400 shares of Series E Preferred Stock.
(7)	Includes 58,334 shares of common stock issuable under options exercisable within 60 days of September 20, 2019 and 60,000 shares of common stock issuable upon conversion of 600 shares of Series E Preferred Stock.
(8)	Includes 60,000 shares of common stock issuable upon conversion of 600 shares of Series E Preferred Stock.
(9)	Includes 692,058 shares of common stock issuable under options exercisable within 60 days of September 20, 2019, 5,963 shares of common stock issuable upon conversion of warrants, 6,444 shares of common stock issuable upon conversion of 64.44 shares of Series B preferred stock and 640,000 of common stock issuable upon conversion of 6,400 shares of Series E Preferred Stock.
(10)	Includes 940,734 shares of common stock, 870,444 of common stock issuable upon conversion of shares of Series B preferred stock, 302,035 of common stock issuable upon conversion of shares of Series C preferred stock, 511,186 shares of common stock issuable upon conversion of shares of Series D preferred stock, and warrants exercisable for 1,017,534 shares of common stock, totaling 3,861,956 shares of common stock beneficially owned. John L. Steffens and Gregory P. Ho are the managing members of Spring Mountain Capital, LLC. Also includes 172,138 shares of Series B preferred Stock and 146,134 shares of Series C preferred stock held personally by Mr. Steffens.
(11)	Includes 200,000 shares of common stock issuable upon conversion of 2,000 shares of Series E Preferred Stock.
(12)	Porter Capital Management (“PCMC”) is a general partnership and is the general partner of Porter Partners, L.P. and the investment manager of EDJ Limited. Jeffrey H. Porter is the managing partner of PCMC. Includes 1,150,000 shares of common stock issuable upon conversion of 11,500 shares of Series E preferred stock. Of this total, EDJ Limited holds 10,866 of common stock.
(13)	Includes 1,700,000 shares of common stock issuable upon conversion of 17,000 shares of Series E Preferred Stock.

UNDERWRITING

We have entered into an underwriting agreement with Roth Capital Partners, LLC, or Roth Capital. In connection with this offering and, subject to certain terms and conditions, Roth Capital, as the underwriter in this Offering, agreed to purchase, and we have agreed to sell, the number of shares of common stock set forth below:

Underwriter	Number of Shares of Common Stock
Roth Capital Partners, LLC	[●]
Total	[●]

The underwriting agreement provides that the obligation of the underwriter to purchase the shares of common stock offered by this prospectus is subject to certain conditions. The underwriter is obligated to purchase all of the shares of common stock offered hereby if any of the shares are purchased.

We have granted the underwriter an option to buy up to an additional [●] shares of common stock from us at the public offering price, less the underwriting discounts, to cover over-allotments, if any. The underwriter may exercise this option at any time, in whole or in part, during the 30-day period after the date of this prospectus; however, the underwriter may only exercise the option once.

Discounts, Commissions and Expenses

The underwriter proposes to offer the shares of common stock purchased pursuant to the underwriting agreement to the public at the public offering price set forth on the cover page of this prospectus and to certain dealers at that price less a concession not in excess of $[●] per share. After this offering, the public offering price and concession may be changed by the underwriter. No such change shall change the amount of proceeds to be received by us as set forth on the cover page of this prospectus.

In connection with the sale of the common stock to be purchased by the underwriter, the underwriter will be deemed to have received compensation in the form of underwriting discounts. The underwriter’s discount will be 7% of the gross proceeds of this offering, or $[●] per share of common stock, based on the public offering price per share set forth on the cover page of this prospectus.

We estimate that the total expenses of the offering, excluding the underwriting discount, will be approximately $[●] and are payable by us. We have also agreed to reimburse the underwriter at closing for legal expenses incurred by it in connection with the offering up to a maximum of $75,000.

The following table shows the underwriting discounts payable to the underwriter by us in connection with this offering (assuming both the exercise and non-exercise of the over-allotment option to purchase additional shares of common stock we have granted to the underwriter):

Total

Per Share

Without Over-

allotment

With
Over- allotment

Public offering price

Underwriting discounts paid by us

Underwriter’s Warrants

We have agreed to issue to Roth Capital, as the underwriter in this offering, a warrant initially exercisable for up to [●] shares of common stock ([●] shares if the overallotment option is exercised), which is equal to 2% of the number of shares sold in this offering. The warrant is not included in the securities being sold in this offering. The shares of common stock issuable upon exercise of the warrant are identical to those offered by this prospectus. The warrant is exercisable at a per share price equal to 120% of the initial public offering price per share in this offering. The warrant will be exercisable at any time, and from time to time, in whole or in part, until the fifth anniversary of the effective date of this offering, in compliance with FINRA Rule 5110(f)(2)(G)(i). The warrant and the shares of common stock underlying the warrant have been deemed compensation by FINRA and are therefore subject to a 180 day lock-up. Roth Capital (or its permitted assignees) will not sell, transfer, assign, pledge or hypothecate the warrant or the securities underlying the warrant, nor will it engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrant or the underlying securities for a period of 180 days from the date of effectiveness of the registration statement. The exercise price and number of shares of common stock issuable upon exercise of the warrant will be adjusted in certain circumstances, including in the event of a reverse split, stock dividend, cash dividend or our recapitalization, reorganization, merger or consolidation.

Indemnification

In the underwriting agreement, we have agreed to indemnify the underwriter against certain liabilities, including liabilities under the Securities Act, or to contribute to payments that the underwriter or such other indemnified parties may be required to make in respect of those liabilities.

Lock-Up Agreements

Pursuant to the underwriting agreement, we have agreed not to (i) offer, pledge, issue, sell, contract to sell, purchase, contract to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any shares of our common stock or any securities convertible into or exercisable or exchangeable for our common stock; (ii) enter into any swap or other arrangement that transfers, in whole or in part, any of the economic consequences of ownership of shares of common stock; or (iii) file any registration statement with the SEC relating to the offering of any shares of our common stock or any securities convertible into or exercisable or exchangeable for shares of our common stock, without the prior written consent of Roth Capital for a period of 180 days following the closing date of this offering, or the Lock-up Period. This consent may be given at any time without public notice. These restrictions on future issuances are subject to exceptions for (i) the issuance of shares of our common stock sold in this offering, (ii) the issuance of shares of our common stock upon the exercise of outstanding options or warrants and the vesting of restricted stock awards or units, (iii) the issuance of employee stock options not exercisable during the Lock-up Period and the grant, redemption or forfeiture of restricted stock awards or restricted stock units pursuant to our equity incentive plans or as new employee inducement grants and (iv) the issuance of common stock or warrants to purchase common stock in connection with mergers or acquisitions of securities, businesses, property or other assets, joint ventures, strategic alliances, equipment leasing arrangements or debt financing.

In addition, each of our directors, officers and shareholders that beneficially own in excess of 10% of our common stock have entered into a lock-up agreement with the underwriter. Under the lock-up agreements, the directors, officers and shareholders may not, directly or indirectly, sell, offer to sell, contract to sell, or grant any option for the sale (including any short sale), grant any security interest in, pledge, hypothecate, hedge, establish an open “put equivalent position” (within the meaning of Rule 16a-1(h) under the Exchange Act), or otherwise dispose of, or enter into any transaction which is designed to or could be expected to result in the disposition of, any shares of our common stock or securities convertible into or exchangeable for shares of our common stock, or publicly announce any intention to do any of the foregoing, without the prior written consent of Roth Capital for a period of 180 days from the closing date of this offering. This consent may be given at any time without public notice. These restrictions on future dispositions by our directors, officers and 10% shareholders are subject to exceptions for (i) one or more bona fide gift transfers of securities to immediate family members who agree to be bound by these restrictions and (ii) transfers of securities to one or more trusts for bona fide estate planning purposes.

Electronic Distribution

This prospectus may be made available in electronic format on websites or through other online services maintained by the underwriter or by its affiliates. In those cases, prospective investors may view offering terms online and prospective investors may be allowed to place orders online. Other than this prospectus in electronic format, the information on the underwriter’s website or our website and any information contained in any other websites maintained by the underwriter or by us is not part of this prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the underwriter in its capacity as underwriter, and should not be relied upon by investors.

Discretionary Accounts

The underwriter does not intend to confirm sales of the shares to any accounts over which they have discretionary authority.

Market Information

Shares of our common stock have been trading on the OTC Markets Quotation System.

The initial public offering price will be determined by negotiations between us and the representatives of the underwriter. In addition to prevailing market conditions, the factors to be considered in these negotiations will include:

•

the history of, and prospects for, our Company and the industry in which we compete;

•

our past and present financial information;

•

an assessment of our management; its past and present operations, and the prospects for, and timing of, our future revenues;

•

the present state of our development; and

•

the above factors in relation to market values and various valuation measures of other companies engaged in activities similar to ours.

An active trading market for the shares may not develop. It is also possible that after the offering the shares will not trade in the public market at or above the initial public offering price.

Price Stabilization, Short Positions and Penalty Bids

In connection with the offering, the underwriter may engage in stabilizing transactions, over-allotment transactions, syndicate covering transactions and penalty bids in accordance with Regulation M under the Exchange Act:

•

Stabilizing transactions permit bidders to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum.

•

Over-allotment involves sales by the underwriter of shares in excess of the number of shares the underwriter is obligated to purchase, which creates a syndicate short position. The short position may be either a covered short position or a naked short position. In a covered short position, the number of shares over-allotted by the underwriter is not greater than the number of shares that they may purchase in the over-allotment option. In a naked short position, the number of shares involved is greater than the number of shares in the over-allotment option. The underwriter may close out any covered short position by either exercising their over-allotment option and/or purchasing shares in the open market.

•

Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions. In determining the source of shares to close out the short position, the underwriter will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through the over-allotment option. A naked short position occurs if the underwriter sells more shares than could be covered by the over-allotment option. This position can only be closed out by buying shares in the open market. A naked short position is more likely to be created if the underwriter is concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase shares of common stock in the offering.

•

Penalty bids permit the underwriter to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

These stabilizing transactions, syndicate covering transactions and penalty bids may have the effect of raising or maintaining the market price of our common stock or preventing or retarding a decline in the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. These transactions may be discontinued at any time.

In addition, the underwriter may engage in passive market making transactions in our common stock. Passive market making consists of displaying bids on a national securities exchange limited by the prices of independent market makers and effecting purchases limited by those prices in response to order flow. Rule 103 of Regulation M promulgated by the SEC limits the amount of net purchases that each passive market maker may make and the displayed size of each bid. Passive market making may stabilize the market price of our common stock at a level above that which might otherwise prevail in the open market and, if commenced, may be discontinued at any time.

Neither we nor the underwriter make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our shares of common stock. In addition, neither we nor the underwriter make any representation that the underwriter will engage in these transactions or that any transaction, if commenced, will not be discontinued without notice.

Other Relationships

The underwriter and its affiliates may in the future provide various investment banking and other financial services for us and our affiliates for which they may in the future receive customary fees.

Offer Restrictions Outside the United States

Other than in the United States, no action has been taken by us or the underwriter that would permit a public offering of the securities offered by this prospectus in any jurisdiction where action for that purpose is required. The securities offered by this prospectus may not be offered or sold, directly or indirectly, nor may this prospectus or any other offering material or advertisements in connection with the offer and sale of any such securities be distributed or published in any jurisdiction, except under circumstances that will result in compliance with the applicable rules and regulations of that jurisdiction. Persons into whose possession this prospectus comes are advised to inform themselves about and to observe any restrictions relating to the offering and the distribution of this prospectus. This prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities offered by this prospectus in any jurisdiction in which such an offer or a solicitation is unlawful.

Selling Restrictions

European Economic Area

This prospectus does not constitute an approved prospectus under Directive 2003/71/EC and no such prospectus is intended to be prepared and approved in connection with this offering. Accordingly, in relation to each Member State of the European Economic Area which has implemented Directive 2003/71/EC (each, a “Relevant Member State”) an offer to the public of any shares of common stock which are the subject of the offering contemplated by this prospectus may not be made in that Relevant Member State except that an offer to the public in that Relevant Member State of any shares of common stock may be made at any time under the following exemptions under the Prospectus Directive, if and to the extent that they have been implemented in that Relevant Member State:

(a)

to any legal entity which is a qualified investor as defined in the Prospectus Directive;

(b)

to fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150, natural or legal persons (other than qualified investors as defined in the Prospectus Directive), subject to obtaining the prior consent of the representatives of the underwriters for any such offer; or

(c)

in any other circumstances which do not require any person to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of this provision, the expression an “offer to the public” in relation to any shares of common stock in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and any shares of common stock to be offered so as to enable an investor to decide to purchase any shares of common stock, as the expression may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State and the expression “Prospectus Directive” means Directive 2003/71/EC (and any amendments thereto including the 2010 PD Amending Directive to the extent implemented in each Relevant Member State) and includes any relevant implementing measure in each Relevant Member State and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

This prospectus is not an approved prospectus for purposes of the UK Prospectus Rules, as implemented under the EU Prospectus Directive (2003/71/EC), and have not been approved under section 21 of the Financial Services and Markets Act 2000 (as amended) (the “FSMA”) by a person authorized under FSMA. The financial promotions contained in this prospectus are directed at, and this prospectus is only being distributed to, (1) persons who receive this prospectus outside of the United Kingdom, and (2) persons in the United Kingdom who fall within the exemptions under articles 19 (investment professionals) and 49(2)(a) to (d) (high net worth companies, unincorporated associations, etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “Relevant Persons”). This prospectus must not be acted upon or relied upon by any person who is not a Relevant Person. Any investment or investment activity to which this prospectus relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person that is not a Relevant Person.

The underwriter has represented, warranted and agreed that:

(a)

it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the issue or sale of any of the shares of common stock in circumstances in which section 21(1) of the FSMA does not apply to the issuer; and

(b)

it has complied with and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares of common stock in, from or otherwise involving the United Kingdom.

DESCRIPTION OF SECURITIES

General

We have 200,000,000 shares of authorized common stock, no par value, of which 13,065,188 (including 150,000 shares of unvested restricted stock) shares were outstanding as of September 20, 2019. We have 1,000,000 shares of authorized preferred stock, of which 250,000 are designated as Series A Junior Participating Preferred Stock, or Series A Preferred Stock, none of which are outstanding; 10,000 are designated as Series B Convertible Voting Perpetual Preferred Stock, or Series B Preferred Stock, of which 9,997 shares are outstanding; 3,500 shares of Series C Convertible Voting Perpetual Preferred Stock, or Series C Preferred Stock, of which 3,424.65 are outstanding, 6,000 shares of Series D Convertible Voting Perpetual Preferred Stock, or Series D Preferred Stock, of which 5,111.86 are outstanding, and 100,000 shares of our Series E Preferred Stock of which 97,800 are outstanding. We have offered each holder of our Series E Preferred Stock the opportunity to exchange all or some of their shares of for shares of our common stock at the rate of 150 shares of common stock for each share of Series E Preferred Stock held by them. Holders of our preferred stock are entitled to vote on an as-converted basis together with holders of our common stock on all matters submitted to a vote of shareholders.

As of September 20, 2019, our executive officers and directors held options covering 693,100 shares of common stock which they had not yet exercised and 150,000 shares of unvested restricted stock. We had approximately [●] shareholders of record of our common stock at [●], 2019. As of September 20, 2019 we had outstanding warrants to purchase an aggregate 2,224,474 shares of our common stock at prices ranging from $0.25 per share to $1.78 per share, with a weighted-average exercise price of $1.13 per share.

At our annual meeting of shareholders on September 19, 2019, our shareholders approved a reverse split of our common stock in the range of 1 for 10 shares of common stock to 1 for 20 shares of common stock. Our board of directors has the authority to determine the ratio of the reverse stock split within this range and whether and when to complete the reverse stock split, provided that it is completed on or prior to March 31, 2020. Our board of directors has not chosen a final ratio or decided whether or when to complete the reverse stock split. We will not complete the reverse stock split prior to the completion of this offering. If we complete the reverse stock split, the number of shares of common stock authorized for issuance of under our articles of incorporation will decrease at the same ratio as the reverse stock split.

Common Stock

Holders of our common stock are entitled to vote at all elections of directors and to vote or consent on all questions at the rate of one vote for each share. Shareholders may vote cumulatively in the election of directors. Under cumulative voting, every shareholder entitled to vote may give one candidate a number of votes equal to the number of directors to be elected multiplied by the number of shares held or, the shareholder may distribute these votes on the same principle among as many candidates as the shareholder desires.

Subject to the rights, privileges, preferences, restrictions and conditions attaching to any other class or series of shares of the Company, holders of common stock have the right to receive any dividends we declare and pay on our common stock. They also have the right to receive our remaining assets and funds upon liquidation, dissolution or winding-up, if any, after we pay to the holders of any series of preferred stock the amounts they are entitled to, and after we pay all our debts and liabilities.

Our common stock is subject and subordinate to any rights and preferences granted under our Articles of Incorporation and any rights and preferences which may be granted to any series of preferred stock by our board pursuant to the authority conferred upon our board under our Articles of Incorporation.

Subject to the participation rights of our outstanding preferred stock, our board of directors may declare dividends on our common stock out of the surplus or net profits as in their discretion may seem proper. We have not paid dividends on our common stock. To date, our policy has been to use our capital toward enhancement of our product position rather than paying dividends on our common stock.

The shares of common stock offered by this prospectus and any related prospectus supplement are fully paid and non-assessable and do not have and are not subject to any preemptive or similar rights.

Our common stock is traded on the OTCQB market under the symbol “GIGA”.

Series A Junior Participating Preferred Stock

We designated 250,000 shares of our preferred stock as Series A Preferred Stock in connection with our adoption of a shareholder rights plan. The shareholder rights plan expired on February 4, 2018 and is no longer in effect. We have not issued any shares of our Series A Preferred Stock and the shares remain available for issuance. Shares of Series A Preferred Stock are not redeemable. Each share of Series A Preferred Stock is generally entitled to a minimum preferential dividend payment of 100 times the dividend declared per share of common stock. In the event of liquidation, the holders of the shares of Series A Preferred Stock will be entitled to a minimum preferential liquidation payment of $100.00 per share but will be entitled to an aggregate payment of 100 times the payment made per share of common stock. Each share of Series A Preferred Stock will have 100 votes, voting together with our common stock. Finally, in the event of any merger, consolidation or other transaction in which shares of our common stock are exchanged, each share of Series A Preferred Stock will be entitled to receive 100 times the amount received per shares of common stock. These rights are protected by customary anti-dilution provisions. Because of the nature of the Series A Preferred Stock’s dividend, liquidation and voting rights, the value of the one one-hundredth interest in a share of Series A Preferred Stock purchasable upon exercise of a right should approximate the value of one share of common stock.

Series B Preferred Stock

As of September 20, 2019, there were 9,997 shares of our Series B Preferred Stock outstanding. Each share of Series B Preferred Stock is convertible at the option of the holder into 100 shares of our common stock, subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar transactions. Each share of Series B Preferred Stock has a liquidation preference of $231. Holders of our B Preferred Stock generally votes together with the holders of our common stock, Series C Preferred Stock, Series D Preferred Stock and Series E Preferred Stock, on an as-converted basis, on each matter submitted to the vote or approval of the holders of common stock, and votes as a separate class with respect to certain actions that adversely affect the rights of the Series B Preferred Stock and on other matters as required by law.

Series C Preferred Stock

As of September 20, 2019, there were 3,424.65 shares of our Series C Preferred Stock outstanding. Each share of Series C Preferred Stock is convertible at the option of the holder into 100 shares of our common stock, subject to adjustments for stock splits, stock dividends, recapitalizations and similar transactions. Each share of Series C Preferred Stock has a liquidation preference of approximately $146. Holders of our Series C Preferred Stock generally votes on an as-converted basis together with holders of our common stock, Series B Preferred Stock, Series D Preferred Stock and Series E Preferred Stock on each matter submitted to the vote or approval of the holders of common stock, and would vote as a separate class with respect to certain actions that adversely affect the rights of the Series C Preferred Stock and on other matters as required by law.

Series D Preferred Stock

As of September 20, 2019, there were 5,111.86 shares of our Series D Preferred Stock outstanding. Each share of Series D Preferred Stock is convertible at the option of the holder into 100 shares of our common stock subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar transactions. Each share of Series D Preferred Stock has a liquidation preference of $143.00. Holders of our Series D Preferred Stock generally vote together with holders of our common stock, Series B Preferred Stock, Series C Preferred Stock and Series E Preferred Stock on an as-converted basis, on each matter submitted to the vote or approval of the holders of common stock, and votes as a separate class with respect to certain actions that adversely affect the rights of the Series D Preferred Stock and on other matters as required by law.

Series E Preferred Stock and Offer to Exchange

As of September 20, 2019, there were 97,800 shares of Series E Preferred Stock outstanding, each of which we sold for $25.00 per share. Each share of Series E Preferred Stock is convertible at the option of the holder into 100 shares of our common stock subject to customary adjustments for stock splits, stock dividends, recapitalizations and similar transactions. Holders of shares of Series E Preferred Stock are entitled to receive, when, as and if declared by our board of directors, semi-annual, cumulative cash dividends at the rate of 6% per annum based on the initial purchase price of $25.00 per share, provided that we may pay dividends in-kind through the issuance of shares of our common stock, based on the 10-day volume weighted average price of the common stock. Each share of Series E Preferred Stock has a liquidation preference of $37.50.

Beginning on September 30, 2019, we offered holders of our Series E Preferred Stock the opportunity to exchange all or some of their shares of Series E Preferred Stock for shares of our common stock at the rate of 150 shares of common stock for each share of Series E Preferred Stock, plus an additional number of shares of our common stock having a market value equal to the accrued but unpaid dividends thereon. As of [●], 2019, the accrued but unpaid dividends on the outstanding shares of Series Preferred Stock totaled $[●], which was $[0.37] per share of Series E Preferred Stock. Holders of a total of 88,600 shares of our Series E Preferred Stock have elected to exchange their shares of Series E Preferred Stock. The aforementioned offer to exchange is conditioned and would be effective upon us selling at least $2.0 million of our common stock in this offering. Therefore, we expect that 9,200 shares of Series E Preferred Stock will remain outstanding upon completion of this offering.

Holders of our Series E Preferred Stock generally vote together with holders of our common stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock on an as-converted basis, on each matter submitted to the vote or approval of the holders of common stock, and votes as a separate class with respect to certain actions that adversely affect the rights of the Series E Preferred Stock and on other matters as required by law. In addition our issuance of any securities having rights senior to or in parity with the shares of Series E Preferred Stock with respect to dividends or liquidation preferences requires the approval of the holders of the Series E Preferred Stock, except that we may sell preferred shares ranking on parity with the Series E Preferred Stock without such approval if the proceeds are used to repay certain indebtedness. We entered into an Investor Rights Agreement with holders of shares of Series E Preferred Stock in which we agreed that we would not incur additional debt, other than trade debt and commercial bank loans, without the approval of the holders of at least two-thirds of the shares of Series E Preferred Stock outstanding. Th e right of holders of shares of Series E Preferred Stock to approve any parity securities and any additional debt terminates at such time that fewer than 22,300 shares of Series E Preferred Stock are outstanding. Therefore, the rights of holders of our Series E Preferred Stock to approve parity securities and additional debt will terminate upon the completion of this offering.

Remaining Authorized Preferred Stock

Immediately after the automatic conversion of the Series E Preferred Stock upon the conclusion of this offering, there will be 730,500 undesignated shares of preferred stock authorized under our Articles of Incorporation, which are typically referred to as “blank check” preferred stock. This term refers to stock for which the rights and restrictions are determined by the board of directors of a corporation. Except in limited circumstances, our Articles of Incorporation authorize our board of directors to issue new shares of common stock or preferred stock without further shareholder action. Our Articles of Incorporation give our board of directors the authority at any time to:

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divide the remaining authorized but unissued shares of preferred stock into series;

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determine the designations, number of shares, relative rights, preferences and limitations of any series of preferred stock;

●

increase the number of shares of any preferred series; and

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decrease the number of shares in a preferred series, but not to a number less than the number of shares outstanding.

The issuance of additional common or preferred stock may be viewed as having adverse effects upon the holders of our common stock. Holders of our common stock will not have preemptive rights with respect to any newly issued stock. Our board of directors could adversely affect the voting power of holders of stock in our Company by issuing shares of preferred stock with certain voting, conversion and/or redemption rights. In the event of a proposed merger, tender offer or other attempt to gain control of our Company that the board of directors does not believe to be in the best interests of our shareholders, the board of directors could issue additional preferred stock, which could make any such takeover attempt more difficult to complete. The Company’s board of directors does not intend to issue any preferred stock except on terms that the board deems to be in the best interests of the Company and our shareholders.

2005 Equity Incentive Plan

An aggregate of 2,850,000 shares of common stock were initially reserved for issuance under our 2005 Equity Incentive Plan. As of June 29, 2019, we had 1,638,500 shares of common stock issuable upon exercise of outstanding stock options and no shares subject to unvested restricted stock awards. The outstanding stock options have exercise prices ranging from $0.265 to $2.65. In connection with the adoption of our 2018 Equity Incentive Plan, no additional awards will be granted under our 2016 Equity Incentive Plan.

2018 Equity Incentive Plan

An aggregate of 2,500,000 shares of common stock are reserved for issuance under our 2018 Equity Incentive Plan. As of June 29, 2019, there were 1,511,500 shares issuable upon exercise of outstanding stock options and 988,500 shares of common stock available for future awards. The outstanding stock options have exercise prices ranging from $0.27 to $0.377.

Warrants and Other Options

As of September 20, 2019, we had outstanding warrants to purchase up to (i) 799,767 shares of common stock at the price of $0.25 per share; (ii) 331,636 shares of common stock at the price of $1.15 per share; (iii) 898,634 shares of common stock at the price of $1.78 per share and (iv) 194,437 shares of common stock at the price of 1.77 per share. In addition, Mr. Henckels holds an option to acquire 400,000 shares of common stock at the price of $0.33 per share, which was granted to him outside of our equity incentive plans in connection with the commencement of his employment.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company LLC, 59 Maiden Lane, Plaza Level, New York, NY 10038.

LEGAL MATTERS

The validity of the shares of our common stock offered hereby will be passed upon for us by Sheppard, Mullin, Richter & Hampton LLP, San Francisco, California. The underwriters are represented by Pryor Cashman LLP, New York, New York.

EXPERTS

The financial statements as of and for the years ended March 30, 2019 and March 31, 2018 have been audited by Armanino LLP, an independent registered public accounting firm as set forth in their report and are included in reliance upon such report given as authority of such firm as experts in accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the Securities and Exchange Commission a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits and schedules filed therewith. For further information about us and the common stock offered hereby, we refer you to the registration statement and the exhibits and schedules filed thereto. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the registration statement. The SEC maintains a website that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. The SEC’s website address is www.sec.gov. A copy of the registration statement and the exhibits and schedules filed therewith may be obtained, free of charge, from the SEC’s website.

We are subject to the information and periodic reporting requirements of the Exchange Act and, in accordance therewith, we will file periodic reports, proxy statements and other information with the SEC, some of which are incorporated by reference into this prospectus. Such periodic reports, proxy statements and other information will be available for free at the website of the SEC referred to above.

PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance And Distribution.

The following table sets forth the costs and expenses payable by us in connection with the issuance and distribution of the securities being registered. All of the amounts shown are estimates, except for the SEC registration fee.

SEC registration fee	$	364
FINRA filing fee		950
Legal fees and expenses		*
Accounting fees and expenses		15,000
Miscellaneous		*
Total	$	*

* To be completed by amendment

Item 14. Indemnification of Directors and Officers.

Under Section 317 of the California Corporations Code, or the CGCL, a California corporation has the power to indemnify any person who was or is a party, or is threatened to be made a party to any proceeding (other than an action by or in the right of the corporation to procure a judgment in its favor) by reason, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was an agent of the corporation, against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with the proceeding if that person acted in good faith and in a manner he or she reasonably believed to be in the best interests of the corporation and, in the case of a criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful.

In addition, an California corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was an agent of the corporation, against expenses actually and reasonably incurred by that person in connection with the defense or settlement of the action if the person acted in good faith, in a manner the person believed to be in the best interests of the corporation and its shareholders, provided that no indemnification shall be made for any of the following (1) with respect to any claim, issue, or matter as to which such person has been adjudged to have been liable to the corporation in the performance of that person’s duty to the corporation and its shareholders, unless and only to the extent that the court in which the proceeding is or was pending shall determine upon application that, in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses and then only to the extent that the court shall determine; (2) of amounts paid in settling or otherwise disposing of a pending action without court approval; or (3) of expenses incurred in defending a pending action which is settled or otherwise disposed of without court approval.

Section 317 of the CGCL also provides that, to the extent that an agent of a corporation has been successful on the merits in the defense of any proceeding referred to in either of the foregoing paragraphs or in defense of any claim, issue or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Section 317 of the CGCL also provides that to the extent that an agent of a corporation has been successful on the merits in defense of any proceeding referred to above or in defense of any claim, issue, or matter therein, the agent shall be indemnified against expenses actually and reasonably incurred by the agent in connection therewith.

Except as provided in the paragraph above, any indemnification shall be made by the corporation only if authorized in the specific case, upon a determination that indemnification of the agent is proper in the circumstances because the agent has met the applicable standard of conduct set forth above, by any of the following: (1) a majority vote of a quorum consisting of directors who are not parties to such proceeding, (2) if such a quorum of directors is not obtainable, by independent legal counsel in a written opinion, (3) approval of the shareholders (Section 153), with the shares owned by the person to be indemnified not being entitled to vote thereon, or (4) The court in which the proceeding is or was pending upon application made by the corporation or the agent or the attorney or other person rendering services in connection with the defense, whether or not the application by the agent, attorney or other person is opposed by the corporation.

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Our articles of incorporation provide that the liability of our directors for monetary damages shall be eliminated to the fullest extent permissible under California law. Our articles of incorporation also provide that we are authorized to provide indemnification of directors and other agents for breach of duty to the corporation and its shareholders through bylaw provisions or through agreements with the agents, or both, in excess of the indemnification otherwise permitted by Section 317 of the CGCL, subject only to the limitations on excess indemnification set forth in Section 204 of the CGCL with respect to actions for breach of duty to the corporation and its shareholders.

Our bylaws provide that we shall indemnify any person who is or was a party or is threatened to be made a party to any proceeding by reason of the fact that that person is or was our agent.

In addition, we have entered into agreements with each of directors and executive officers in which we agree to indemnify them for certain expenses (including attorneys’ fees), judgments, fines and settlement amounts incurred by them in any action or proceeding, including any action by us or in our right, arising out of the person’s services as a director or officer of ours or any other company or enterprise to which the person provides services at our request, to fullest extent permitted until California law, subject to certain exceptions.

We also maintain officers and director’s liability insurance.

ITEM 15. Recent Sales of Unregistered Securities.

The following securities were sold pursuant to the exemption afforded under Section 4(a)(2) of the Securities Act of 1933. Proceeds were used or will be used for general corporate purposes.

Between March 30, 2018 and March 6, 2019, we sold 100,000 shares of our Series E Preferred Stock to approximately 39 accredited investors, including certain of our officers and directors, at a price of $25.00 per share. In connection with each sale, we paid a placement fee equal to 2.5% of the gross sale price and issued warrants representing the right to purchase a number of shares of common stock equal to 2.5% of the shares of common stock into which the shares of Series E Preferred Stock sold may be converted or 5% of the gross sale price, to Emerging Growth Equities Ltd, who served as our placement agent with respect to these sales. The following table set forth the dates of these sales, the number of shares of Series E Preferred Stock sold, the aggregate sale price and the fees and number of warrants issued to Emerging Growth Equities Ltd. The warrants issued to Emerging Growth Equities Ltd entitle the holder to purchase shares of our common stock at an exercise price of $0.25 per share and have a term of three years from the date of issue.

Date	Number of Shares of Series E Preferred Stock Shares Sold		Gross Proceeds		Placement Fee		Common Stock Purchase Warrants
March 30, 2018		43,800	$	1,095,000	$	56,563		214,250
April 3, 2018		2,000	$	50,000	$	1,750		3,000
April 6, 2018		4,000	$	100,000	$	2,500		10,000
May 9, 2018		2,400	$	60,000	$	1,500		6,000
June 7, 2018		400	$	10,000	$	250		1,000
August 2, 2018		1,400	$	35,000	$	875		3,500
August 17, 2018		7,840	$	196,000	$	7,400		29,600
August 27, 2018		6,500	$	162,500	$	4,063		16,250
September 21, 2018		1,260	$	31,500	$	788		3,150
September 28, 2018		400	$	10,000	$	250		1,000
November 21, 2018		2,000	$	50,000	$	2,500		-
November 30, 2018		5,400	$	135,000	$	6,750		-
December 7, 2018		1,400	$	35,000	$	1,750		-
December 28, 2018		1,600	$	40,000	$	2,000		-
January 23, 2019		600	$	15,000	$	750		-
February 7, 2019		7,400	$	185,000	$	9,250		-
February 8, 2019		2,000	$	50,000	$	2,500		-
March 6, 2019		9,600	$	240,000	$	12,000		-
Totals		100,000	$	2,500,000	$	113,439		287,750

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On March 26, 2018, we issued 150,000 shares of our common stock to a lender in exchange for the lender’s agreement to eliminate the “put” feature of certain warrants that we had previously issued in to the lender connection with a loan the lender made to us.

On March 20, 2018, in consideration of his agreement to join us an executive officer and employee, we granted Lutz P. Henckels, a director and then our acting chief financial officer, an option to purchase 400,000 shares of common stock at the price of $0.33 per share based on reliance on the exemption afforded by Section 4(a)(2) of the Securities Act. One fourth of the option vests on the first anniversary of the grant date and 1/48 of the option vests on each of the 36 months thereafter.

ITEM 16. Exhibits and Financial Statement Schedules.

1.1	Underwriting Agreement*
3.1	Articles of Incorporation of the Company, as amended (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K filed on June 21, 1999)
3.2	Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on September 25, 2019)
3.3	Certificate of Determination of Preferences of Preferred Stock Series A of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-K filed on June 21, 1999)
3.4	Certificate of Determination of Series B Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on November 14, 2011)
3.5	Certificate of Determination of Series C Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on February 25, 2013)
3.6	Certificate of Determination of Series D Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed on July 3, 2013)
3.7	Certificate of Determination of 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.1 to the Company's Form 8-K filed on March 30, 2018)
3.8	Certificate of Amendment to Certificate of Determination of 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.2 to the Company's Form 8-K filed on August 20, 2018)
3.9	Certificate of Amendment to Certificate of Determination of 6.0% Series E Senior Convertible Voting Perpetual Preferred Stock of the Company (incorporated by reference to Exhibit 3.3 to the Company's Form 8-K filed on November 27, 2018)
3.10	Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K for the fiscal year ended March 29, 2008)
4.1	Form of Underwriter Warrant
5.1	Opinion of Sheppard, Mullin, Richter and Hampton, LLP*

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10.1	Form of Indemnification Agreement between the Company and each of its directors and officers (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-K for the fiscal year ended March 27, 2010)
10.2	2005 Equity Incentive Plan (incorporated by reference to Attachment A to the Company’s Proxy Statement on Form DEF 14A filed on July 21, 2005) **
10.3	Second Amended and Restated Warrant between the Company and Partners for Growth IV, L.P. dated March 26, 2018 (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-K for the fiscal year ended March 30, 2019)
10.4	Second Amended and Restated Warrant between the Company and SVB Financial Group dated March 26, 2018 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-K for the fiscal year ended March 30, 2019)
10.5	Second Amended and Restated Warrant between the Company and PFG Equity Investors, LLC dated March 26, 2018 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-K for the fiscal year ended March 30, 2019)
10.6	Warrant to Purchase 898,634 Shares of Common Stock between the Company and Alara Capital AVI II, LLC dated February 16, 2015 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8- K filed on February 20, 2015)
10.7	Warrant to Purchase 194,437 Shares of Common Stock between the Company and Alara Capital AVI II, LLC dated February 23, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8- K filed on February 27, 2015)
10.8	Investor Rights Agreement between the Company and Alara Capital AVI II, LLC dated November 10, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on November 14, 2011)
10.9	Investor Rights Agreement between the Company and Alara Capital AVI II, LLC dated July 8, 2013 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on July 12, 2013)
10.10	Investor Rights Agreement between the Company and Alara Capital AVI II, LLC dated February 16, 2015 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 20, 2015)
10.11	Amendment No. 1 to Securities Purchase Agreement and Investor Rights Agreement between the Company and Alara Capital AVI II, LLC dated February 23, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on February 27, 2015)
10.12	Severance Agreement between the Company and John R. Regazzi dated June 3, 2010 (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on August 9, 2010) **
10.13	Severance Agreement between the Company and Tim Ursprung dated July 2, 2018 (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-K for the fiscal year ended March 30, 2019)**
10.14	Severance Agreement between the Company and Traci Mitchell dated March 21, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 26, 2019) **
10.15	Severance Agreement between the Company and Armand Pantalone dated March 21, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 26, 2019) **
10.16	Severance Agreement between the Company and Lutz Henckels dated April 11, 2019 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K for the fiscal year ended March 30, 2019)**
10.17	Lease Agreement between the Company and SF II Creekside LLC dated January 5, 2017 (incorporated by reference to Exhibit 10.17 to the Company’s Form 10-K for the year ended March 31, 2018).
10.18	Loan and Security Agreement between the Company and Partners for Growth V, L.P. dated April 27, 2017 (incorporated by reference to Exhibit 10.18 to the Company’s Form 10-K for the year ended March 31, 2018).
10.19	Conditional Waiver and Modification to Loan and Security Agreement dated March 26, 2018 between the Company and Partners For Growth (incorporated by reference to Exhibit 10.24 to the Company’s Form 10-K for the year ended March 31, 2018)

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10.20	Modification No. 2 to Loan and Security Agreement dated December 12, 2018 between the Company and Partners for Growth V. L.P. (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K filed on December 21, 2018)
10.21	Modification No. 3 to Loan and Security Agreement dated March 11, 2019 between the Company and Partners for Growth V. L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 14, 2019)
10.22	Modification No. 4 to Loan and Security Agreement dated June 28, 2019 between the Company and Partners for Growth V. L.P. (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on August 8, 2019)
10.23	Amended and Restated Business Financing Agreement between the Company, Microsource, Inc. and Western Alliance Bank (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 14, 2019)
10.24	Asset Purchase Agreement between the Company and Spanawave Corporation (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed on February 8, 2016).
10.25	Form of Securities Purchase Agreement dated January 19, 2016, between the Company and individual investors (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-3 (File No. 333- 210157) filed on March 14, 2016).
10.26	Form of Warrant Agreement dated January 29, 2016, between the Company and individual investors (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-3 (File No. 333-210157) filed on March 14, 2016.
10.27	Investor Rights Agreement dated January 15, 2016, between the Company and individual investors (incorporated by reference to Exhibit 10.22 to the Company’s Form 10-K for the year ended March 31, 2018)
10.28	Investor Rights Agreement dated March 26, 2018, between the Company and the investor parties thereto, (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on March 30, 2018)
10.29	Stock Option Award Agreement between the Company and Lutz Henckels dated June 6, 2018 (incorporated by reference to Exhibit 10.25 to the Company’s Form 10-K for the year ended March 31, 2018)**
10.30	2018 Equity Incentive Plan (incorporated by reference to Attachment A to the Company’s Proxy Statement on Form DEF 14A filed on July 30, 2018) **
10.31	Form of Option Agreement for Directors under 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Form 8-K filed on February 6, 2019)**
10.32	Form of Option Agreement for Certain Grants to Executive Officers under 2018 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Form 8-K filed on February 6, 2019)**
10.33	Form of Option Agreement for Employees and Executive Officers (incorporated by reference to Exhibit 10.3 of the Company’s Form 8-K filed on February 6, 2019)*
16	Letter from the Company’s former certifying accountants dated January 9, 2018 (incorporated by reference to Exhibit 16.1 to the Company’s Form 8-K filed on January 9, 2018)
21	Significant Subsidiaries (incorporated by reference to Exhibit 20 to the Company’s Form 10-K filed on June 19, 2018)
23.1	Consent of Armanino LLP
23.2	Consent of Sheppard, Mullin, Richter and Hampton, LLP (included in Item 5.1)*
24	Power of Attorney ***

* To be filed by amendment.
** Management contract or compensatory plan or arrangement.

***Previously filed.

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ITEM 17. Undertakings.

The undersigned registrant hereby undertakes:

1. That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

2. That, for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

3. That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

4. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dublin, State of California, on October 28, 2019.

	Giga-tronics Incorporated

	By	/s/ John R. Regazzi

	John R. Regazzi
	Chief Executive Officer

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated.

Signature	Title	Date

/s/ John R. Regazzi John R. Regazzi	Chief Executive Officer (Principal Executive Officer) and Director	October 28, 2019

/s/ Lutz P. Henckels Lutz P. Henckels	Executive Vice President, Chief Financial Officer (Principal Financial Officer) and Director	October 28, 2019

/s/ Traci K. Mitchell Traci K. Mitchell	Corporate Controller (Principal Accounting Officer)	October 28, 2019

/s/ Gordon L. Almquist * Gordon L. Almquist	Director	October 28, 2019

/s/ William J. Thompson * William J. Thompson	Director and Chairman of the Board	October 28, 2019

/s/ Jamie Weston * Jamie Weston	Director	October 28, 2019

* By John R. Regazzi, attorney-in-fact.

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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 of Issuance: ● (“Issuance Date”)

Giga-tronics Incorporated, a California corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Roth Capital Partners, LLC, the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms set forth below, to purchase from the Company, at the Exercise Price (as defined below) then in effect, upon surrender of this Warrant to Purchase Common Stock (including any Warrants to Purchase Common Stock issued in exchange, transfer or replacement hereof, the “Warrant”), at any time or times on or after the Issuance Date (the “Exercisability Date”), but not after 11:59 p.m., New York time, on the Expiration Date (as defined below), [______________ (_____________)]¹ fully paid nonassessable shares of Common Stock (the “Warrant Shares”). Except as otherwise defined herein, capitalized terms in this Warrant shall have the meanings set forth in Section 15. This Warrant is one of the Underwriter Warrants to Purchase Common Stock (this “Warrant”) issued pursuant to (i) Section 4(e) of the Underwriting Agreement, dated as of [●], 2019, by and between the Company and Roth Capital Partners, LLC (the “Underwriting Agreement”) and (ii) the Company’s Registration Statement on Form S-1 File No.: 333-233987) (the "Registration Statement"). This Warrant is one of a series of warrants containing substantially identical terms and conditions issued pursuant to Section 4(e) of the Underwriting Agreement (collectively, the “Warrants”).

¹ A number of shares of Common Stock equal to 2% of the number of shares of Common Stock issued in the offering.

1. EXERCISE OF WARRANT.

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, this Warrant may be exercised by the Holder on any day on or after the Exercisability Date, in whole or in part (but not as to fractional shares), by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”) of the Holder’s election to exercise this Warrant. No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required. Upon delivery of such Exercise Notice, if the Holder is not electing a Cashless Exercise (as defined below) pursuant to Section 1(d) of this Warrant, the Holder shall pay to the Company an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which this Warrant is being exercised (the “Aggregate Exercise Price”) in cash or wire transfer of immediately available funds (a “Cash Exercise”). The Holder shall not be required to surrender this Warrant in order to effect an exercise hereunder; provided, however, that in the event that this Warrant is exercised in full or for the remaining unexercised portion hereof, the Holder shall deliver this Warrant to the Company for cancellation within a reasonable time after such exercise. On or before the first Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price (the date upon which the Company has received both the Exercise Notice and the Aggregate Exercise Price, the “Exercise Date”), the Company shall transmit by facsimile or e-mail transmission an acknowledgment of confirmation of receipt of the Exercise Notice to the Holder and the Company’s transfer agent for the Common Stock (the “Transfer Agent”). The Company shall deliver any objection to the Exercise Notice on or before the second Trading Day following the date on which the Company has received the Exercise Notice. On or before the second Trading Day following the date on which the Company has received the Exercise Notice and the Aggregate Exercise Price has been received by the Company (the “Share Delivery Date”), the Company shall, (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program (the “FAST Program”) and so long as the certificates therefor are not required to bear a legend regarding restriction on transferability, upon the request of the Holder, credit such aggregate number of shares of Common Stock to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit Withdrawal Agent Commission system, or (Y), if the Transfer Agent is not participating in the FAST Program or if the certificates are required to bear a legend regarding restriction on transferability, issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon delivery of the Exercise Notice and payment of the Aggregate Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the certificates evidencing such Warrant Shares, as the case may be. If this Warrant is submitted in connection with any exercise pursuant to this Section 1(a) and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Trading Days after any such submission and at its own expense, issue a new Warrant (in accordance with Section 7(d)) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant has been and/or is exercised. The Company shall pay any and all taxes and other expenses of the Company (including overnight delivery charges) that may be payable with respect to the issuance and delivery of Warrant Shares upon exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the registration of any certificates for Warrant Shares or Warrants in a name other than that of the Holder or an affiliate thereof. The Holder shall be responsible for all other tax liability that may arise as a result of holding or transferring this Warrant or receiving Warrant Shares upon exercise hereof.

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(b) Exercise Price. For purposes of this Warrant, “Exercise Price” means $[●]², subject to adjustment as provided herein.

(c) Company’s Failure to Timely Deliver Securities. If the Company shall fail for any reason or for no reason to issue to the Holder within five (5) Business Days of the Exercise Date a certificate for the number of shares of Common Stock to which the Holder is entitled and register such shares of Common Stock on the Company’s share register or to credit the Holder’s balance account with DTC for such number of shares of Common Stock to which the Holder is entitled upon the Holder’s exercise of this Warrant, and if on or after such Trading Day the Holder purchases, or another Person purchasers on the Holder’s behalf or for the Holder’s account (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company (a “Buy-In”), then the Company shall, within three (3) Business Days after the Holder’s written request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Warrant Shares) shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Warrant Shares and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the Weighted Average Price (as reported by Bloomberg) on the date of the event giving rise to the Company’s obligation to deliver such certificate.

(d) Cashless Exercise. The Holder may, in its sole discretion, exercise this Warrant in whole or in part and, in lieu of making the cash payment otherwise contemplated to be made to the Company upon such exercise in payment of the Aggregate Exercise Price, elect instead to receive upon such exercise the “Net Number” of shares of Common Stock determined according to the following formula (a “Cashless Exercise”):

Net Number = (A - B) (X)

(A)

For purposes of the foregoing formula:

A= the Weighted Average Price for the three (3) consecutive Trading Days ending on the date immediately preceding the date of the Exercise Notice.

B= the Exercise Price then in effect for the applicable Warrant Shares at the time of such exercise.

X= the total number of shares with respect to which this Warrant is then being exercised.

² 120% of the public offering price of the shares issued in the offering.

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(e) Rule 144. For purposes of Rule 144(d) promulgated under the Securities Act of 1933, as amended, as in effect on the date hereof, assuming the Holder is not an affiliate of the Company, it is intended that the Warrant Shares issued in a Cashless Exercise shall be deemed to have been acquired by the Holder, and the holding period for the Warrant Shares shall be deemed to have commenced, on the Issuance Date.

(f) Disputes. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall promptly issue to the Holder the number of Warrant Shares that are not disputed.

(g) Beneficial Ownership. The Company shall not effect the exercise of this Warrant, and the Holder shall not have the right to exercise this Warrant, to the extent that after giving effect to such exercise, such Person (together with such Person’s affiliates) would beneficially own in excess of 4.99% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned by such Person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock which would be issuable upon (i) exercise of the remaining, unexercised portion of this Warrant beneficially owned by such Person and its affiliates and (ii) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such Person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of this Warrant, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in the most recent of (1) the Company’s most recent Form 10-K, Form 10-Q, Current Report on Form 8-K or other public filing with the Securities and Exchange Commission, as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written or oral request of the Holder, the Company shall within two (2) Business Days confirm to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(g) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

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2. ADJUSTMENT OF EXERCISE PRICE AND NUMBER OF WARRANT SHARES. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

(a) Voluntary Adjustment by Company. The Company may at any time during the term of this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the Board of Directors of the Company.

(b) Adjustment upon Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by any stock split, stock dividend, recapitalization, reorganization, scheme, arrangement or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(b) shall become effective at the close of business on the date the subdivision or combination becomes effective.

(c) Other Events. If any event occurs of the type contemplated by the provisions of this Section 2 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights or phantom stock rights), then the Company’s Board of Directors will make an appropriate adjustment in the Exercise Price and the number of Warrant Shares so as to protect the rights of the Holder; provided that no such adjustment pursuant to this Section 2(c) will increase the Exercise Price or decrease the number of Warrant Shares as otherwise determined pursuant to this Section 2.

3. RIGHTS UPON DISTRIBUTION OF ASSETS.

[Reserved]

4. PURCHASE RIGHTS; FUNDAMENTAL TRANSACTIONS.

(a) [Reserved]

(b) Fundamental Transactions. In addition to and not in substitution for any other rights hereunder, prior to the consummation of any Fundamental Transaction pursuant to which holders of shares of Common Stock are entitled to receive securities or other assets with respect to or in exchange for shares of Common Stock (a “Corporate Event”), the Company shall make appropriate provision to insure that the Holder will thereafter have the right to receive upon an exercise of this Warrant at any time after the consummation of the Corporate Event but prior to the Expiration Date, in lieu of shares of Common Stock (or other securities, cash, assets or other property) purchasable upon the exercise of this Warrant prior to such Corporate Event, such shares of stock, securities, cash, assets or any other property whatsoever (including warrants or other purchase or subscription rights) which the Holder would have been entitled to receive upon the happening of such Corporate Event had this Warrant been exercised immediately prior to such Corporate Event. The provisions of this Section 4(b) shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.

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(c) Applicability to Successive Transactions. The provisions of this Section shall apply similarly and equally to successive Fundamental Transactions and Corporate Events and shall be applied without regard to any limitations on the exercise of this Warrant.

5. NONCIRCUMVENTION. The Company hereby covenants and agrees that the Company will not, by amendment of its Articles of Incorporation, Bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith comply with all the provisions of this Warrant and take all actions consistent with effectuating the purposes of this Warrant. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, so long as this Warrant is outstanding, take all action necessary to reserve and keep available out of its authorized and unissued shares of Common Stock, solely for the purpose of effecting the exercise of this Warrant, 100% of the number of shares of Common Stock then issuable upon exercise of this Warrant (without regard to any limitations on exercise).

6. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, the Holder, solely in such Person’s capacity as a holder of this Warrant, shall not be entitled to vote or receive dividends or be deemed the holder of share capital of the Company for any purpose, nor shall anything contained in this Warrant be construed to confer upon the Holder, solely in such Person’s capacity as the Holder of this Warrant, any of the rights of a stockholder of the Company or any right to vote, give or withhold consent to any corporate action (whether any reorganization, issue of stock, reclassification of stock, consolidation, merger, conveyance or otherwise), receive notice of meetings, receive dividends or subscription rights, or otherwise, prior to the issuance to the Holder of the Warrant Shares which such Person is then entitled to receive upon the due exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

7. REISSUANCE OF WARRANTS.

(a) Transfer of Warrant. If this Warrant is to be transferred, the Holder shall surrender this Warrant to the Company and deliver the completed and executed Assignment Form, in the form attached hereto as Exhibit B, whereupon the Company will forthwith issue and deliver upon the order of the Holder a new Warrant (in accordance with Section 7(d)), registered as the Holder may request, representing the right to purchase the number of Warrant Shares being transferred by the Holder and, if less then the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant (in accordance with Section 7(d)) to the Holder representing the right to purchase the number of Warrant Shares not being transferred. This Warrant shall not be transferred in part for less than 50,000 Warrant Shares or, if less, the total number of remaining Warrant Shares underlying this Warrant, and the Company shall not be obligated to recognize or issue a registered replacement Warrant for any such purported transfer.

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(b) Lost, Stolen or Mutilated Warrant. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company shall execute and deliver to the Holder a new Warrant (in accordance with Section 7(d)) representing the right to purchase the Warrant Shares then underlying this Warrant.

(c) Exchangeable for Multiple Warrants. This Warrant is exchangeable, upon the surrender hereof by the Holder at the principal office of the Company, for a new Warrant or Warrants (in accordance with Section 7(d)) representing in the aggregate the right to purchase the number of Warrant Shares then underlying this Warrant, and each such new Warrant will represent the right to purchase such portion of such Warrant Shares as is designated by the Holder at the time of such surrender; provided, however, that no Warrants for fractional shares of Common Stock shall be given.

(d) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant (i) shall be of like tenor with this Warrant, (ii) shall represent, as indicated on the face of such new Warrant, the right to purchase the Warrant Shares then underlying this Warrant (or in the case of a new Warrant being issued pursuant to Section 7(a) or Section 7(c), the Warrant Shares designated by the Holder which, when added to the number of shares of Common Stock underlying the other new Warrants issued in connection with such issuance, does not exceed the number of Warrant Shares then underlying this Warrant), (iii) shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date, and (iv) shall have the same rights and conditions as this Warrant.

8. NOTICES. The Company shall provide Holder with prompt written notice of all actions taken pursuant to this Warrant. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in writing, will be mailed (a) if within the domestic United States by first-class registered or certified airmail, or nationally recognized overnight express courier, postage prepaid, or by facsimile or (b) if delivered from outside the United States, by International Federal Express or facsimile, and (c) will be deemed given (i) if delivered by first-class registered or certified mail domestic, three business days after so mailed, (ii) if delivered by nationally recognized overnight carrier, one business day after so mailed, (iii) if delivered by International Federal Express, two business days after so mailed and (iv) if delivered by facsimile, upon electronic confirmation of receipt, and will be delivered and addressed as follows:

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(i) if to the Company, to:

Giga-tronics Incorporated

5990 Gleason Drive

Dublin, CA 94568

Attn: Chief Executive Officer

Facsimile: ●

with a copy to:

Sheppard, Mullin, Richter & Hampton LLP

Four Embarcadero Center, 17^th Floor

San Francisco, CA 94111

Attn: David Gershon, Esq.

Facsimile: ●

(ii) if to the Holder, at the address of the Holder appearing on the books of the Company.

9. AMENDMENT AND WAIVER. Except as otherwise provided herein, the provisions of this Warrant may be amended and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company has obtained the written consent of the Required Holders. Any such amendment shall apply to all Warrants and be binding upon all registered holders of such Warrants.

10. GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL. This Warrant shall be governed by, and construed in accordance with, the internal laws of the State of California, without reference to the choice of law provisions thereof. The Company and, by accepting this Warrant, the Holder, each irrevocably submits to the exclusive jurisdiction of the state and federal courts of the State of California for the purpose of any suit, action, proceeding or judgment relating to or arising out of this Warrant and the transactions contemplated hereby. Service of process in connection with any such suit, action or proceeding may be served on each party hereto anywhere in the world by the same methods as are specified for the giving of notices under this Warrant. The Company and, by accepting this Warrant, the Holder, each irrevocably consents to the jurisdiction of any such court in any such suit, action or proceeding and to the laying of venue in such court. The Company and, by accepting this Warrant, the Holder, each irrevocably waives any objection to the laying of venue of any such suit, action or proceeding brought in such courts and irrevocably waives any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. EACH OF THE COMPANY AND, BY ITS ACCEPTANCE HEREOF, THE HOLDER HEREBY WAIVES ANY RIGHT TO REQUEST A TRIAL BY JURY IN ANY LITIGATION WITH RESPECT TO THIS WARRANT AND REPRESENTS THAT COUNSEL HAS BEEN CONSULTED SPECIFICALLY AS TO THIS WAIVER.

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11. CONSTRUCTION; HEADINGS. This Warrant shall be deemed to be jointly drafted by the Company and the Holder and shall not be construed against any person as the drafter hereof. The headings of this Warrant are for convenience of reference and shall not form part of, or affect the interpretation of, this Warrant.

12. DISPUTE RESOLUTION. In the case of a dispute as to the determination of the Exercise Price or the arithmetic calculation of the Warrant Shares, the Company shall submit the disputed determinations or arithmetic calculations via facsimile within two (2) Business Days of receipt of the Exercise Notice giving rise to such dispute, as the case may be, to the Holder. If the Holder and the Company are unable to agree upon such determination or calculation of the Exercise Price or the Warrant Shares within three Business Days of such disputed determination or arithmetic calculation being submitted to the Holder, then the Company shall, within two (2) Business Days submit via facsimile (a) the disputed determination of the Exercise Price to an independent, reputable investment bank selected by the Company and approved by the Holder, which approval shall not be unreasonably withheld, or (b) the disputed arithmetic calculation of the Warrant Shares to the Company’s independent, outside accountant. The Company shall cause the investment bank or the accountant, as the case may be, to perform the determinations or calculations and notify the Company and the Holder of the results no later than ten Business Days from the time it receives the disputed determinations or calculations. The prevailing party (which, for purposes of this Warrant, is the party whose determinations or calculations is closest to those of the investment bank or the accountant, as the case may be) in any dispute resolved pursuant to this Section 12 shall be entitled to the full amount of all reasonable expenses, including all costs and fees paid or incurred in good faith, in relation to the resolution of such dispute. Such investment bank’s or accountant’s determination or calculation, as the case may be, shall be binding upon all parties absent demonstrable error.

13. REMEDIES, OTHER OBLIGATIONS, BREACHES AND INJUNCTIVE RELIEF. The remedies provided in this Warrant shall be cumulative and in addition to all other remedies available under this Warrant, at law or in equity (including a decree of specific performance and/or other injunctive relief), and nothing herein shall limit the right of the Holder to pursue actual damages for any failure by the Company to comply with the terms of this Warrant.

14. TRANSFER. Subject to applicable laws and the restrictions set forth in this paragraph, this Warrant may be offered for sale, sold, transferred or assigned without the consent of the Company. The Holder agrees that, pursuant to the Lock-Up Period (as defined below) contained in Rule 5110(g)(1) of the Financial Industry Regulatory Authority, Inc. (“FINRA”), it will not (a) sell, transfer, assign, pledge, hypothecate or otherwise transfer this Warrant (including any Warrant Shares issued or issuable hereunder) other than to a bona fide officer or partner of the Holder or any selected dealer in connection with the offering contemplated by the Underwriting Agreement, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Warrant or any Warrant Shares issued or issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Warrant or any Warrant Shares issued or issuable hereunder, except as provided for in FINRA Rule 5110(g)(2). As used herein, the term “Lock-Up Period” means the period beginning on the date that the registration statement registering this Warrant is declared effective by the Securities and Exchange Commission (the “Effective Date”) and ending on the one hundred eighty day anniversary of the Effective Date. In addition, notwithstanding the other terms of this Warrant or any agreement between the Company and the Holder, the Holder agrees that, as required by FINRA Rule 5110(f)(2)(G): (i) this Warrant may not be exercised more than five years from the Effective Date; (ii) the Holder shall not have more than one demand registration right at the Company’s expense; (iii) the Holder shall not have the right to demand registration of this Warrant or the Warrant Shares more than five years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (iv) the Holder shall not have the right to piggyback registration with respect to this Warrant or the Warrant Shares more than seven years from the earlier of the Effective Date or the commencement of sales of the public offering contemplated by the Underwriting Agreement; (v) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive more shares or to exercise at a lower price than originally agreed upon at the time of the public offering, when the public shareholders have not been proportionally affected by a stock split, stock dividend, or other similar event; and (vi) this Warrant may not have anti-dilution terms that allow the Holder and related persons to receive or accrue cash dividends prior to the exercise or conversion of the security.

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15. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

(a) “Bloomberg” means Bloomberg Financial Markets.

(b) “Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed.

(c) “Closing Bid Price” and “Closing Sale Price” means, for any security as of any date, the last closing bid price and last closing trade price, respectively, for such security on the Principal Market, as reported by Bloomberg, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing bid price or the closing trade price, as the case may be, then the last bid price or the last trade price, respectively, of such security prior to 4:00:00 p.m., New York time, as reported by Bloomberg, or, if the Principal Market is not the principal securities exchange or trading market for such security, the last closing bid price or last trade price, respectively, of such security on the principal securities exchange or trading market where such security is listed or traded as reported by Bloomberg, or if the foregoing do not apply, the last closing bid price or last trade price, respectively, of such security in the over-the-counter market on the electronic bulletin board for such security as reported by Bloomberg, or, if no closing bid price or last trade price, respectively, is reported for such security by Bloomberg, the average of the bid prices, or the ask prices, respectively, of any market makers for such security as reported in the “pink sheets” by Pink Sheets LLC (formerly the National Quotation Bureau, Inc.). If the Closing Bid Price or the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Bid Price or the Closing Sale Price, as the case may be, of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

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(d) “Common Stock” means (i) the Company’s shares of Common Stock, no par value per share, and (ii) any share capital into which such Common Stock shall have been changed or any share capital resulting from a reclassification of such Common Stock.

(e) “Convertible Securities” means any stock or securities (other than Options) directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock.

(f) “Eligible Market” means the Principal Market, The New York Stock Exchange, Inc., The NYSE MKT, The NASDAQ Global Market, The NASDAQ Global Select Market or the OTCQB.

(g) “Expiration Date” means the fifth (5th) anniversary of the effective date of the Registration Statement.

(h) “Fundamental Transaction” means that the Company shall, directly or indirectly, in one or more related transactions, (i) consolidate or merge with or into (whether or not the Company is the surviving corporation) another Person (but excluding a migratory merger effected solely for the purpose of changing the jurisdiction of incorporation of the Company), or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company to another Person, or (iii) allow another Person to make a purchase, tender or exchange offer that is accepted by the holders of more than the 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the Person or Persons making or party to, or associated or affiliated with the Persons making or party to, such purchase, tender or exchange offer), or (iv) consummate a stock purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spin-off or scheme of arrangement) with another Person whereby such other Person acquires more than 50% of the outstanding shares of Common Stock (not including any shares of Common Stock held by the other Person or other Persons making or party to, or associated or affiliated with the other Persons making or party to, such stock purchase agreement or other business combination), (v) reorganize, recapitalize or reclassify its Common Stock, or (vi) any “person” or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act) is or shall become the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding Common Stock.

(i) “Options” means any rights, warrants or options to subscribe for or purchase shares of Common Stock or Convertible Securities.

(j) “Parent Entity” of a Person means an entity that, directly or indirectly, controls the applicable Person and whose common stock or equivalent equity security is quoted or listed on an Eligible Market, or, if there is more than one such Person or Parent Entity, the Person or Parent Entity with the largest public market capitalization as of the date of consummation of the Fundamental Transaction.

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(k) “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and a government or any department or agency thereof.

(l) “Principal Market” means the OTCQB.

(m) “Required Holders” means, as of any date, the holders of at least a majority of the Warrants outstanding as of such date.

(n) “Successor Entity” means the Person (or, if so elected by the Holder, the Parent Entity) formed by, resulting from or surviving any Fundamental Transaction or the Person (or, if so elected by the Holder, the Parent Entity) with which such Fundamental Transaction shall have been entered into.

(o) “Trading Day” means any day on which the Common Stock are traded on the Principal Market, or, if the Principal Market is not the principal trading market for the Common Stock, then on the principal securities exchange or securities market on which the Common Stock are then traded; provided that “Trading Day” shall not include any day on which the Common Stock are scheduled to trade on such exchange or market for less than 4.5 hours or any day that the Common Stock are suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of trading on such exchange or market, then during the hour ending at 4:00:00 p.m., New York time).

(p) “Weighted Average Price” means, for any security as of any date, the dollar volume-weighted average price for such security on the Principal Market during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg through its “Volume at Price” function or, if the foregoing does not apply, the dollar volume-weighted average price of such security in the over-the-counter market on the electronic bulletin board for such security during the period beginning at 9:30:01 a.m., New York time (or such other time as the Principal Market publicly announces is the official open of trading), and ending at 4:00:00 p.m., New York time (or such other time as the Principal Market publicly announces is the official close of trading), as reported by Bloomberg, or, if no dollar volume-weighted average price is reported for such security by Bloomberg for such hours, the average of the highest closing bid price and the lowest closing ask price of any of the market makers for such security as reported in the “pink sheets” by OTC Markets LLC. If the Weighted Average Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Weighted Average Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. If the Company and the Holder are unable to agree upon the fair market value of such security, then such dispute shall be resolved pursuant to Section 12 with the term “Weighted Average Price” being substituted for the term “Exercise Price.” All such determinations shall be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

[Signature Page Follows]

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IN WITNESS WHEREOF, the Company has caused this Warrant to Purchase Common Stock to be duly executed as of the Issuance Date set out above.

GIGA-TRONICS INCORPORATED

By: ____________________

Name:

Title:

EXHIBIT A

EXERCISE NOTICE

TO BE EXECUTED BY THE REGISTERED HOLDER TO EXERCISE THIS

WARRANT TO PURCHASE COMMON STOCK

GIGA-TRONICS INCORPORATED

The undersigned holder hereby exercises the right to purchase _________________ of the shares of Common Stock (“Warrant Shares”) of Giga-tronics Incorporated, a California corporation (the “Company”), evidenced by the attached Warrant to Purchase Common Stock (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

1. Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as:

____________ a “Cash Exercise” with respect to _________________ Warrant Shares; and/or

____________ a “Cashless Exercise” with respect to _______________ Warrant Shares.

2. Payment of Exercise Price. In the event that the holder has elected a Cash Exercise with respect to some or all of the Warrant Shares to be issued pursuant hereto, the holder shall pay the Aggregate Exercise Price in the sum of $___________________ to the Company in accordance with the terms of the Warrant.

3. Delivery of Warrant Shares. The Company shall deliver to the holder __________ Warrant Shares in accordance with the terms of the Warrant and, after delivery of such Warrant Shares, _____________ Warrant Shares remain subject to the Warrant.

Date: _______________ __, ______

Name of Registered Holder

By:

Name:

Title:

A-1

EXHIBIT B

ASSIGNMENT FORM

GIGA-TRONICS INCORPORATED

(To assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced thereby are hereby assigned to

Name:
	(Please Print)

Address:
	(Please Print)

Dated: _______________ __, ______

Holder’s Signature:

Holder’s Address:

NOTE: The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant.

B-1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this registration statement on Form S-1 of Giga-tronics Incorporated of our report dated May 30, 2019, with respect to the consolidated balance sheets of Giga-tronics Incorporated and subsidiary as of March 30, 2019 and March 31, 2018, and the related consolidated statements of operations, shareholders' equity, and cash flows for each of the two years in the period ended March 30, 2019, and the related notes, which report appears in the annual report on Form 10-K of Giga-tronics Incorporated for its fiscal year ended March 30, 2019, and to the reference to us under the heading "Experts" in the prospectus..

/s/ Armanino^LLP

San Ramon, California

October 28, 2019