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