Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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): November 18, 2022

Giga-tronics Incorporated

(Exact name of Registrant as Specified in Its Charter)

California

001-14605

94-2656341

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)

7272 E. Indian School Rd, Suite 540

Scottsdale, Arizona

85251

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 457 6667

(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:

☐

Written communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

☐

Securities registered pursuant to Section 12(b) of the Act: None

Item 7.01

Regulation FD Disclosure.

This Current Report on Form 8-K is being filed by Giga-tronics Incorporated (the “Company”) to include the unaudited condensed consolidated financial statements of Gresham Worldwide, Inc. (“Gresham”) as of and for the three and six months ended June 30, 2022 and 2021 in connection with the Company’s acquisition of 100% of the issued and outstanding capital stock of Gresham pursuant to the Share Exchange Agreement dated December 27, 2021 (the “Transaction”), as previously disclosed in the Company’s Current Report on Form 8-K filed on September 14, 2022 disclosing the Transaction.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
No.

Description

Form

Date

Number

Filed

99.1

Unaudited Condensed Consolidated Financial Statements of Gresham Worldwide, Inc. as of and for the three and six months ended June 30, 2022 and 2021

Filed

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Certain schedules and other attachments have been omitted. The Company undertakes to furnish the omitted schedules and attachments to the Securities and Exchange Commission upon request.

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.