Nason, Yeager, Gerson, Harris & Fumero, P.A., a full-service law firm with offices in Palm Beach Gardens, Boca Raton and Fort Lauderdale, Florida recently acted as counsel to Scottsdale, AZ based Gresham Worldwide, Inc., a provider of electronic solutions to militaries and global defense contractors with facilities in Connecticut, Israel and the United Kingdom in a reverse merger with a public company in connection with a Share Exchange Agreement signed on December 27, 2021 by and among Gresham, Dublin, CA based Giga-tronics, Inc. (OTCQB: GIGA) and Las Vegas, NV based BitNile Holdings, Inc. (NYSE American: NILE) under which upon closing BitNile owns approximately 70% of Giga-tronics, a publicly traded producer of radar and electronic warfare threat emulation systems and RF filters, on a fully diluted basis. This beneficial ownership does not give effect to conversion of a $4.25 million Convertible Note issued to BitNile which is convertible at $3.25 per share. Jonathan Read, the Gresham Chief Executive Officer, became Chief Executive Officer of Giga-tronics, and BitNile designated four of the seven directors.
The long delay in closing occurred because Giga-tronics, a California corporation, required shareholder approval under California law even though it was a share exchange with one party – BitNile. Together with Giga-tronics counsel, Nason Yeager acted as co-lead counsel in connection with the Proxy Statement.
Nason Yeager shareholder, Michael D. Harris, Esq., head of the Firm’s SEC Practice Group, led the Nason Yeager team assisted by Of Counsel, Edward Schauder, Esq.
At Nason Yeager, the Securities Practice Group has extensive experience counseling clients with capital raising transactions to ensure compliance with applicable federal and state securities laws including providing advice to public and private companies, hedge funds and family offices in connection with public offerings and private placements of securities. Our expert team regularly provides a broad range of corporate and securities advice to clients including filings with the Securities and Exchange Commission. Our Securities Practice Group works also works closely with our Corporate Practice Group advising clients on mergers and acquisitions, public and private financings and corporate governance matters in addition to a broad array of contractual matters.
About Nason Yeager Gerson Harris & Fumero, P.A.
Founded in 1960, Nason Yeager Gerson Harris & Fumero, P.A. is one of Florida’s the oldest law firms, providing strategic legal counsel and representation to a wide array of public and private sector clients located throughout Florida and beyond. Known for its entrepreneurial spirit, the firm’s attorneys have earned a reputation for their results-driven work and utilizing innovative legal strategies to help clients achieve their goals. The firm is Martindale-Hubbell AV rated.
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