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): ~~December~~March 181, ~~2023~~2024

~~Giga-tronics~~Gresham ~~Incorporated~~Worldwide, Inc.

(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

    Giga-Tronics Incoporated

   

(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))

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

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. ☐

~~Item~~Securities ~~8.01~~registered ~~Other~~pursuant ~~Events.~~to Section 12(b) of the Act: None

OnItem ~~December 18, 2023, Ault Alliance, Inc~~5.,03 ~~the~~Amendments principal shareholder of Giga-tronics, Incorporated (the “Company”), issued a press release in which Ault Alliance, Inc. disclosed that the Company projects over $50 million in revenue for 2024 compared to aArticles ~~forecast~~ of ~~approximately~~Incorporation ~~$39.4~~or ~~million~~Bylaws; ~~forecast~~Change for 2023, which growth is supported by a current backlog of approximately $50 million. The Company’s Chief Executive Officer also was quoted as forecasting an additional revenue increase of another 20% in ~~2025.~~Fiscal Year

~~The~~On ~~Company’s~~March ~~ability~~1, to2024, ~~meet~~Giga-Tronics ~~these~~Incorporated ~~forecasts~~(the is“Company”) ~~subject~~changed tothe aCompany’s ~~number~~name offrom ~~risks~~“Giga-Tronics ~~and~~Incorporated” ~~uncertainties~~to ~~disclosed~~“Gresham inWorldwide, ~~its~~Inc.” ~~filings~~The ~~with~~Company ~~the~~filed ~~Securities~~a ~~and~~Certificate ~~Exchange~~of ~~Commission~~Amendment ~~including~~of ~~its~~Articles ~~Registration Statement on Form S-1/A, including continuation~~ of ~~geopolitical~~Incorporation ~~conflicts in~~ (the ~~Middle~~“Amendment”) ~~East~~with ~~and Ukraine,~~ the ~~risk~~Secretary of aState ~~rocket~~of ~~destroying~~ the ~~facility~~State of ~~the~~California ~~Company’s subsidiary in Israel and the Company’s ability~~ to ~~meet~~effect ~~its~~such ~~working capital needs~~change.

The foregoing description of the Amendment is a summary only and is qualified in its entirety by the full text of the Amendment, which is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit		Description

3.1		Certificate of Amendment of Articles of Incorporation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

			GIGA-TRONICS INCORPORATED
			GRESHAM WORLDWIDE, INC.
Date:	~~December~~March 198, ~~2023~~2024	By:	/s/ LUTZ P. HENCKELS
			Name: Lutz P. HenckelsTitle: Chief Financial Officer
			Name: Lutz HenckelsTitle: Chief Financial Officer

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