Hyperscale Data, Inc. — Director's Dealing 2022

Sep 12, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GIGA TRONICS INC (GIGA)
CIK: 0000719274
Period of Report: 2022-09-08

Reporting Person: BitNile Holdings, Inc. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-09-08	Common Stock	J	2920085	—	Acquired	2920085	Direct
2022-09-09	Common Stock	S	300	$1.7733	Disposed	14900	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-09-08	Series F Convertible Preferred Stock	$3.25	J	514.8	Acquired		Common Stock (3960043)	Direct
2022-09-08	Senior Secured Convertible Promissory Note	$3.25	J	4250000	Acquired	2023-02-14	Common Stock (1307692)	Direct

Footnotes

F1: 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").

F2: The shares of common stock were acquired as partial compensation in connection with the Acquisition.

F3: Digital Power Lending, LLC is a wholly-owned subsidiary of BitNile Holdings, Inc.

F4: 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.

F5: The shares of Preferred Stock are perpetual and therefore has no expiration date.

F6: The shares of Preferred Stock were acquired as partial compensation in connection with the Acquisition.

F7: 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.

F8: The Note was purchased from the Issuer for $4,250,000.

F9: Presumes that the Note is converted at $3.25 a share. See note (7) for possible other conversion prices.