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Filing Details

Accession Number:: 0001214659-22-011069
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-09-12 16:31:58
Reporting Period:: 2022-09-08

Accepted Time:: 2022-09-12 16:31:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
719274	Giga Tronics Inc	GIGA	Instruments For Meas & Testing Of Electricity & Elec Signals (3825)	942656341

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
896493	Bitnile Holdings, Inc.	11411 Southern Highlands Parkway Suite 240 Las Vegas NV 89141		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-09-08	2,920,085	$0.00	2,920,085	No	4	J	Direct
Common Stock	Disposition	2022-09-09	300	$1.77	14,900	No	4	S	Indirect	By: Digital Power Lending, LLC

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	J	Direct
No	4	S	Indirect	By: Digital Power Lending, LLC

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Series F Convertible Preferred Stock	Acquisiton	2022-09-08	515	$0.00	3,960,043	$3.25
Common Stock	Senior Secured Convertible Promissory Note	Acquisiton	2022-09-08	4,250,000	$4,250,000.00	1,307,692	$3.25

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
515	2022-09-08		No	4	J	Direct
4,250,000	2023-01-01	2023-02-14	No	4	J	Direct

Footnotes

The shares were acquired pursuant to the Share Exchange Agreement dated December 27, 2021 by and among BitNile Holdings, Inc. (the "Reporting Person"), Gresham Worldwide, Inc. ("Gresham"), and Giga-tronics Incorporated (the "Issuer"), pursuant to which the Issuer acquired all of the outstanding shares of common stock of Gresham from the Reporting Person, in exchange for 514.8 shares of the Issuer's Series F Convertible Preferred Stock (the "Preferred Stock") and 2,920,085 shares of the Issuer's common stock (the "Acquisition").
The shares of common stock were acquired as partial compensation in connection with the Acquisition.
Digital Power Lending, LLC is a wholly-owned subsidiary of BitNile Holdings, Inc.
Each share of Series F has a stated value of $25,000 and is convertible into such number of the Issuer's common stock equal to the stated value divided by the conversion price of $3.25. If converted in a public offering of the Issuer's common stock, the conversion price will be at the public offering price less underwriting discounts and commissions.
The shares of Preferred Stock are perpetual and therefore has no expiration date.
The shares of Preferred Stock were acquired as partial compensation in connection with the Acquisition.
The Senior Secured Convertible Promissory Note (the "Note") is convertible, at the holder's option, at a conversion price of $3.25 per share. The Note shall automatically convert into common stock upon the earlier of: (i) a public offering of securities in which the Issuer receives net proceeds of at least $25 million (a "Qualified Offering"), in which case the conversion price shall be the price at which the common stock is sold to the public, provided however, that no underwriters' discounts or selling commissions shall be imposed on such conversion price; (ii) a public offering of securities that is not a Qualified Offering, in which case the conversion price shall be the price at which the common stock is sold to the public less a twenty-five percent (25%) discount; or (iii) February 14, 2023, in which case the conversion price shall be the ten-day trailing volume weighted average price of the shares of common stock on such date, less a twenty-five percent (25%) discount.
The Note was purchased from the Issuer for $4,250,000.
Presumes that the Note is converted at $3.25 a share. See note (7) for possible other conversion prices.