GRESHAM WORLDWIDE, INC.: debt financing — Giga-tronics exchanges $1.67M notes for $2M each, maturity extended, new warrants issued

GRESHAM WORLDWIDE, INC.

Principal of each converted note increased from $1.6667M to $2M; maturity extended to April 11, 2024; interest rate reduced to 7% from 10%.
Issued new five-year warrants for 333,333 shares per buyer; additional 833,333 warrant shares per buyer due to failure of uplist.
Ault Lending extended its note maturities to Jan 15, 2025, subordinated to new notes, and agreed to accrue interest while new notes outstanding.
Working capital covenant: minimum increase of $250k/quarter for Q4 2023 and Q1 2024, then $500k/quarter thereafter.
Exchange exempt from registration under Section 3(a)(9) of the Securities Act.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

GRESHAM WORLDWIDE, INC. amended convertible notes of $2,000,000 with two accredited investors at 7% per year maturing April 11, 2024.

Instrument: convertible notes
Principal: $2,000,000
Counterparty: two accredited investors
Rate: 7% per year
Maturity: April 11, 2024
Event: amendment

Exact text from the filing

January 11, 2023 (the “Previous 8-K”)), including the conversion price, except: (A) the maturity date of the New Notes is April 11, 2024, (B) the principal of each New Note is $2,000,000, (C) the interest rate is 7% per year, and (D) the New Notes have a working capital covenant pursuant to which the Company’s working capital, excluding any debt owed to Ault

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

GRESHAM WORLDWIDE, INC. entered into Exchange and Waiver Agreement with two accredited investors (effective 2023-10-11).

Action: entry
Counterparty: two accredited investors
Effective: 2023-10-11

Exact text from the filing

On October 11, 2023, Giga-tronics Incorporated (the “Company”) entered into an Exchange and Waiver Agreement (the “Agreement”) with two accredited investors (the “Buyers”).

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Source: SEC EDGAR

accession 0000950170-23-053608

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