0001214659-22-011069.txt : 20220912
0001214659-22-011069.hdr.sgml : 20220912
20220912163158
ACCESSION NUMBER: 0001214659-22-011069
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220908
FILED AS OF DATE: 20220912
DATE AS OF CHANGE: 20220912
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BitNile Holdings, Inc.
CENTRAL INDEX KEY: 0000896493
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPONENTS, NEC [3679]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-14605
FILM NUMBER: 221238922
BUSINESS ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
BUSINESS PHONE: (949) 444-5464 3679
MAIL ADDRESS:
STREET 1: 11411 SOUTHERN HIGHLANDS PARKWAY
STREET 2: SUITE 240
CITY: LAS VEGAS
STATE: NV
ZIP: 89141
FORMER NAME:
FORMER CONFORMED NAME: Ault Global Holdings, Inc.
DATE OF NAME CHANGE: 20210119
FORMER NAME:
FORMER CONFORMED NAME: DPW Holdings, Inc.
DATE OF NAME CHANGE: 20171229
FORMER NAME:
FORMER CONFORMED NAME: DIGITAL POWER CORP
DATE OF NAME CHANGE: 19960823
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: GIGA TRONICS INC
CENTRAL INDEX KEY: 0000719274
STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825]
IRS NUMBER: 942656341
STATE OF INCORPORATION: CA
FISCAL YEAR END: 0326
BUSINESS ADDRESS:
STREET 1: 5990 GLEASON DR
CITY: DUBLIN
STATE: CA
ZIP: 94568
BUSINESS PHONE: 9253294650
MAIL ADDRESS:
STREET 1: 5990 GLEASON DR
CITY: DUBLIN
STATE: CA
ZIP: 94568
4
1
marketforms-57109.xml
PRIMARY DOCUMENT
X0306
4
2022-09-08
0000719274
GIGA TRONICS INC
GIGA
0000896493
BitNile Holdings, Inc.
11411 SOUTHERN HIGHLANDS PARKWAY
SUITE 240
LAS VEGAS
NV
89141
false
false
true
false
Common Stock
2022-09-08
4
J
false
2920085
A
2920085
D
Common Stock
2022-09-09
4
S
false
300
1.7733
D
14900
I
By: Digital Power Lending, LLC
Series F Convertible Preferred Stock
3.25
2022-09-08
4
J
false
514.8
0
A
2022-09-08
Common Stock
3960043
514.8
D
Senior Secured Convertible Promissory Note
3.25
2022-09-08
4
J
false
4250000
4250000
A
2023-01-01
2023-02-14
Common Stock
1307692
4250000
D
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.
/s/ Milton C. Ault, III, Executive Chairman
2022-09-12