8-K

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 22, 2017

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))

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 5.07 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 

On December 22, 2017, Giga-tronics Incorporated announced the departure of its Co-CEO, Suresh Nair and named John Regazzi as CEO. A copy of the press release is attached as Exhibit 99.1 to this Form-8K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No Description

(d) Exhibit 99.1          Press Release dated December 22, 2017

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 22, 2017	GIGA-TRONICS INCORPORATED
	By: /s/            Temi Oduozor                                                   Corporate Controller (Principal Accounting & Financial Officer)

EX-99.1

Exhibit 99.1

Giga-tronics Announces Departure of Co-CEO

Names John Regazzi CEO

DUBLIN, Calif., Dec.22, 2017 (GLOBE NEWSWIRE) -- Giga-tronics Incorporated (OTCQB:GIGA) announced today the proposed departure of its Co-CEO, Suresh Nair who tendered his letter of resignation from the role of Co-Chief Executive Officer to pursue a new opportunity. Mr. Nair’s resignation will be effective January 5, 2018. The Company’s Board has named John Regazzi CEO; a position he previously held with the Company until August 2016, when the Company’s Executive Chairman, Mr. William Thompson stepped in as Acting CEO to enable Mr. Regazzi to focus on the open technical issues associated with the Company’s Advanced Signal Generator product (ASG). Mr. Thompson stepped down from the Acting CEO role in June of 2017 as his position was temporary and both Mr. Regazzi and Mr. Nair were named Co-CEOs.

John Regazzi, the Company's CEO said, "It is with a mix of sadness and gratitude to see Suresh leave the Company. In his short tenure as my Co-CEO, Suresh played a critical role in the development and success of the organization, particularly in the area of the Company’s operations. Suresh was responsible for overseeing our recent facility relocation and has executed significant process changes over the past year which have translated into positive improvements to our metrics. We wish Suresh much success in his new endeavors."

Giga-tronics is a publicly held company, traded on the OTCQB Capital Market under the symbol "GIGA". Giga-tronics produces instruments, subsystems and sophisticated microwave components that have broad applications in defense electronics, aeronautics and wireless telecommunications.

This press release contains forward-looking statements concerning operating results, future orders, and sales of new products, shippable backlog within a year, long term growth and margin, expected shipments, product line sales, and customer acceptance of new products. Actual results may differ significantly due to risks and uncertainties, such as: uncertainty as to the company's ability to continue as a going concern; delays in customer orders for the new ASG and our ability to manufacture it; receipt or timing of future orders, cancellations or deferrals of existing or future orders; our need for additional financing; results of pending or threatened litigation; the volatility in the market price of our common stock; and general market conditions.  For further discussion, see Giga-tronics' most recent annual report on Form 10-K for the fiscal year ended March 25, 2017 Part I, under the heading "Risk Factors" and Part II, under the heading "Management's Discussion and Analysis of Financial Condition and Results of Operations."