UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 12, 2019
Giga-tronics Incorporated
(Exact Name of Registrant as Specified in Charter)
Registrant’s Telephone Number, Including Area Code (925) 328-4650
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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Common Stock, no par value |
GIGA |
OTCMarket |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On December 12, 2019, Giga-tronics Incorporated (the “Company”) amended its Articles of Incorporation to implement a previously announced 1-for-15 reverse split of its common stock.
At the Company’s annual meeting of shareholders on September 19, 2019, the Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to effect a reverse stock split at a ratio in the range of 1-for-10 to 1-for-20 and authorized the Company’s Board of Directors to determine the final ratio of the reverse stock split within that range. On November 6, 2019, the Company announced that the Board of Directors had decided to implement a 1-for-15 reverse stock split.
The reverse stock split reduces the number of shares of common stock outstanding by the ratio of 1-for-15, to 2,476,982 shares on December 12, 2019 after giving effect to the reverse stock split. The number of authorized shares of the Company’s common stock was reduced in the same proportion to 13,333,333 shares of common stock.
As a result of the reverse stock split, each of the Company’s shareholders will hold one share of common stock for every 15 shares of common stock held immediately prior to the reverse stock split. The reverse stock split impacts all holders of the Company’s common stock uniformly and will not impact any shareholder’s percentage ownership interest in the Company; however, no fractional shares will be issued in connection with the reverse stock split, and cash will be paid in lieu of any fractional shares. The reverse stock split also reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants.
Beginning on December 13, 2019, the Company’s common stock will trade on the OTC market on a split-adjusted basis. The Company’s trading symbol will remain “GIGA.” The new CUSIP number for the common stock following the reverse split is 375175304.
The information in this report is qualified by the amendment to the Company’s articles of incorporation, a copy of which is attached to this report as Exhibit 3.1.
Item 8.01 Other Events.
On December 12, 2019, the Company issued a press release announcing that it had completed the Reverse Stock Split. A copy of the press release is included as Exhibit 99.1 to this report.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. Description
3.1 Amendment to Articles of Incorporation of Giga-tronics Incorporated
99.1 Press Release dated December 12, 2019
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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Date: December 12, 2019 |
GIGA-TRONICS INCORPORATED |
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By: /s/ Lutz P. Henckels Chief Financial Officer (Principal Financial Officer) |
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Exhibit 3.1
CERTIFICATE OF AMENDMENT
OF THE
ARTICLES OF INCORPORATION
OF
GIGA-TRONICS INCORPORATED
The undersigned certify that:
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They are the President and Chief Executive Officer and the Chief Financial Officer of Giga-tronics Incorporated, a California corporation. |
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Article IV of the Articles of Incorporation of this corporation is amended to read as follows: |
“IV. This Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 14,333,333 shares, of which 13,333,333 shares shall be Common Stock and 1,000,000 shares shall be Preferred Stock. Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of California of this Certificate of Amendment, each fifteen (15) shares of Common Stock issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of Common Stock without any further action by this Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock shall be issued in connection with the Reverse Stock Split. Shareholders who otherwise would be entitled to receive fractional shares of Common Stock shall be entitled to receive cash (without interest or deduction) from this Corporation’s transfer agent in lieu of such fractional share interests upon the submission of a transmittal letter by a shareholder holding the shares in book-entry form and, where shares are held in certificated form, upon the surrender of the shareholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by this Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (“Old Certificates”), shall thereafter represent that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.”
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The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors. |
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The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The corporation has shares of Common Stock and Preferred Stock outstanding. The total number of outstanding shares entitled to vote with respect to the amendment were 11,872,881 shares of Common Stock and 116,933.51 shares of Preferred Stock, consisting of 9,997 shares of Series B Convertible Voting Perpetual Preferred Stock, 3,424.65 shares of Series C Convertible Voting Perpetual Preferred Stock, 5,111.86 shares of Series D Convertible Voting Perpetual Preferred Stock and 98,400 shares of Series E 6% Senior Convertible Voting Perpetual Preferred Stock. The number of shares of each class and series voting in favor of the amendment equaled or exceeded the vote required. The number of outstanding voting shares voting in favor of the amendment equaled or exceed the vote required. The percentage vote required was (1) more than 50% of the Common Stock entitled to vote, (2) more than 50% of the Preferred Stock entitled to vote, (3) more than 50% of each series of Preferred Stock entitled to vote, each such series voting as a separate class, and (4) more than 50% of the shares of Common Stock and Preferred Stock entitled to vote, voting together as a single class. |
We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.
Executed at Dublin, California on December 10, 2019
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/s/ John R. Regazzi
John R. Regazzi, President and
/s/ Lutz P. Henckels
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Exhibit 99.1
NEWS RELEASE
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For Release on December 12, 2019 |
Giga-tronics Incorporated Announces Completion of
Previously Announced Reverse Split of Common Stock
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- Company undertakes reverse split with the intent to uplist |
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- to a national securities exchange - |
DUBLIN, California, December 12, 2019 -- (GLOBE NEWSWIRE) -- (OTCQB: GIGA) Giga-tronics Incorporated (the “Company”) announced today that its previously announced 1-for-15 reverse split of its common stock would become effective as of December 12, 2019. Beginning on December 13, 2019, the Company’s common stock will trade on the OTC market on a split-adjusted basis.
As a result of the reverse stock split, the number of shares of common stock outstanding will be reduced by the ratio of 1-for-15 to 2,476,982. The number of authorized shares of the Company’s common stock has been reduced in the same proportion to 13,333,333 shares of common stock.
The reverse stock split impacts all holders of the Company’s common stock uniformly and will not impact any shareholder’s percentage ownership interest in the Company; however, no fractional shares will be issued in connection with the reverse stock split, and cash will be paid in lieu of any fractional shares. The reverse stock split also reduces the number of shares of common stock issuable upon the conversion of the Company’s outstanding shares of preferred stock and the exercise of its outstanding stock options and warrants in proportion to the ratio of the reverse stock split and causes a proportionate increase in the conversion and exercise prices of such preferred stock, stock options and warrants.
The Company’s common stock will continue to trade on the OTC under the symbol “GIGA”, although the letter “D” will be added to the end of the trading symbol for approximately 20 trading days after the effective time of the split to designate that it is trading on a post-split basis. The new CUSIP number for the common stock following the reverse stock split is 37517504.
Registered shareholders holding their shares of common stock in book-entry form or through a bank, broker or other nominee do not need to take any action in connection with the reverse stock split. For those shareholders holding physical stock certificates, the Company’s transfer agent, American Stock Transfer & Trust Company, LLC, will send instructions for exchanging those certificates for new certificates representing the post-split number of shares. The transfer agent’s phone number is AST can be reached at (877) 248-6417.
About Giga-tronics Incorporated
Giga-tronics produces sophisticated test and measurement equipment primarily used in electronic warfare test and emulation applications as well as YIG (Yttrium, Iron, Garnet) tuned oscillators, RADAR filters, and microwave synthesizers for use in military defense applications.
Forward Looking Statements
This press release contains forward-looking statements, including statements about the possible listing of a the Company’s common stock on a national securities exchange, which are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are only predictions and may differ materially from actual results due to a variety of factors. Actual results could differ materially from those anticipated in these forward looking statements for many reasons, including, without limitation, the risk that the Company and its common stock may be unable to satisfy the listing requirements of a national securities exchange notwithstanding the reverse split and those other risk factors contained in its filings made with the Securities and Exchange Commission. The Company cautions readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. The Company disclaims any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
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Company Contact: Lutz Henckels |
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Executive Vice President & CFO |
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(925) 328-4650 ext. 4698
Agency Contact John Nesbett/Jennifer Belodeau IMS Investor Relations (203) 972-9200 jnesbett@institutionalms.com |
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