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 2, 2019
Giga-tronics Incorporated
(Exact Name of Registrant as Specified in Charter)
|
California |
|
0-12719 |
|
94-2656341 |
|
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|||
|
5990 Gleason Drive, Dublin, CA |
|
94568 |
||
|
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
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):
|
|
☐ |
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
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:
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
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 8.01 Other Events.
On December 2, 2019, Giga-tronics Incorporated issued a press release announcing that it would complete its previously announced 1-for-15 reverse split of its common stock on December 12, 2019 and that the Company’s common stock will begin trading on a post-split basis on the OTC Market on December 13, 2019. A copy of the press release is included as Exhibit 99.1 to this report and is incorporated herein.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits:
Exhibit No. Description
99.1 Press Release dated December 2, 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.
|
Date: December 2, 2019 |
GIGA-TRONICS INCORPORATED |
|
|
|
|
|
|
|
|
By: /s/ Lutz P. Henckels Chief Financial Officer (Principal Financial Officer) |
-2-
Exhibit 99.1
NEWS RELEASE
|
For Release on December 2, 2019 |
Giga-tronics Incorporated Announces Effective Date of
Previously Announced Reverse Split of Common Stock
DUBLIN, California, December 2, 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 will 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.
John Regazzi, CEO of Giga-tronics commented, “With our third consecutive quarter of profitability and enhanced balance sheet, this reverse split is a natural next step to pursue a national exchange listing. We look forward to executing on the next chapter of our progress given the attractive growth opportunity for our RADAR/EW business as well as the solid foundation of our sole source RADAR filter business.”
At the Company’s annual meeting of shareholders held on September 19, 2019, 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 decided to proceed with a 1-for-15 reverse stock split.
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. The number of authorized shares of the Company’s common stock will be reduced in the same proportion to 13,333,333 shares of common stock.
The reverse stock split will impact 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.”
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 shareholders holding physical stock certificates, the Company’s transfer agent, American Stock Transfer & Trust Company, LLC “AST”, will send instructions for exchanging those certificates for new certificates representing the post-split number of shares following the effective date of the reverse stock split. 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 proposed offering, 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. The Company’s actual results could differ materially from those anticipated in these forward looking statements for many reasons, including, without limitation, the 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.
| Contact Information: | |
| Company Contact: | Agency Contact |
| Lutz Henckels | John Nesbett/Jennifer Belodeau |
| Executive Vice President & CFO | IMS Investor Relations |
| Giga-tronics, Inc. | (203) 972-9200 |
| (925) 328-4650 ext. 4698 | jnesbett@institutionalms.com |
| lhenckels@gigatronics.com |
-2-