Gresham Worldwide, Inc. entered into a share exchange agreement to acquire Giga-tronics Incorporated (OTCPK:GIGA) from AWM Investment Company Inc and others in a reverse merger transaction on December 26, 2021. Pursuant to the terms, Giga will acquire all of the outstanding shares of capital stock of Gresham in exchange for (i) issuing 2,920,085 shares of GIGA's common stock and 514.8 shares of a new series of preferred stock which are convertible into an aggregate of 3,960,043 shares of GIGA Common Stock, subject to adjustment, and (ii) the assumption of Gresham's equity awards representing, on an as-assumed basis, 249,875 shares of GIGA's restricted shares of common stock. In addition, the agreement provides that, BitNile Holdings, Inc., indirect parent of Gresham Worldwide will provide $4.25 million loan to Giga and Giga will repurchase or redeem its currently outstanding shares of preferred stock. Upon-completion, the combined entity will continue as a publicly traded company, and, assuming the repurchase of the outstanding preferred and based upon 2,725,010 shares of GIGA Common Stock currently outstanding, following the issuance of the shares of GIGA Common Stock and GIGA Preferred Stock pursuant to the Exchange Transaction, the Company would hold approximately 68% of the outstanding voting power and capital stock of GIGA, and existing holders of GIGA Common Stock would hold approximately 32%. On April 5, 2022, Giga-tronics Incorporated (1) amended its Share Exchange Agreement with BitNile Holdings, Inc. and Gresham Worldwide, Inc., (2) borrowed an additional $500,000 from Digital Power Lending, LLC, an affiliate of BitNile, and (3) issued a warrant to Gresham. Giga will pay a termination fee of $1 million to Gresham, in case Giga terminates the agreement.

Upon the completion of the transaction, the GIGA Board shall be comprised of seven directors, four of whom shall be designated by BitNile and three of whom shall be current directors of GIGA designated by GIGA. Upon the closing, GIGA's Chief Executive Officer shall be Jonathan Read, who is currently Gresham's Chief Executive Officer; GIGA's Chief Operating Officer shall be Timothy Long, who is currently the Gresham's Chief Operating Officer, and GIGA's Chief Financial Officer (Chief Accounting and Financial Officer) shall be Lutz P. Henckels, who is currently GIGA's Chief Financial and Chief Operating Officer. The transaction has been approved by the Board of Directors of Gresham and unanimously by the Board of Directors of Giga. In addition, the Board of Directors of BitNile, and BitNile, in its capacity as the sole holder of the Gresham Shares, have approved this transaction. The transaction is subject to approval from Giga's shareholders, Holders of not more than 10% of Giga's outstanding shares of common stock shall have properly exercised and not withdrawn their dissenter's rights, Gresham shall have delivered to Giga the GWW 2020 Audited Financial Statements and other customary conditions and is expected to complete in first quarter of 2022. The shareholders meeting of Giga is scheduled on September 7, 2022. Roth Capital Partners, LLC acted as financial advisor and provided fairness opinion to Giga. Roth was entitled to receive a fee of $150,000 for its services upon delivering its opinion. Michael D. Harris of Nason, Yeager, Gerson, Harris & Fumero, P.A. acted as legal advisor to Gresham. David J. Gershon of Sheppard, Mullin, Richter & Hampton LLP acted as legal advisor and due diligence provider to Giga. Giga engaged Alliance Advisors to assist it in the distribution and solicitation of proxies at a fee of $25,000, which includes the printing of this proxy statement, plus expenses. American Stock Transfer & Trust Company served as transfer agent to Giga.

Gresham Worldwide, Inc. completed the acquisition of Giga-tronics Incorporated (OTCPK:GIGA) from AWM Investment Company Inc and others in a reverse merger transaction on September 8, 2022. On September 8, 2022, Giga's shareholders approved the transaction. Giga's common stock will continue to trade on the OTC Market Group's OTCQB Market under the symbol “GIGA”, of which approximately 68% are beneficially owned by BitNile.