Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF THE

ARTICLES OF INCORPORATION

OF

GIGA-TRONICS INCORPORATED

 

The undersigned certify that:

1.
They are the President and Chief Executive Officer and the Chief Financial Officer of Giga-tronics Incorporated, a California corporation, California Entity Number C0976644.
2.
Article IV of the Articles of Incorporation of this corporation is amended to read as follows:

“IV. This corporation is authorized to issue two classes of stock, to be designated respectively “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is 101,000,000 shares of which 100,000,000 shares shall be Common Stock and 1,000,000 shares shall be Preferred Stock.

3.
The foregoing amendment of the Articles of Incorporation has been duly approved by the board of directors.

4. The foregoing amendment of the Articles of Incorporation has been duly approved by the required vote of shareholders in accordance with Sections 902 and 903 of the California Corporations Code. The corporation has shares of Common Stock and Preferred Stock outstanding. The total number of outstanding shares entitled to vote with respect to the amendment are 2,777,230 shares of Common Stock and 24,481.51 shares of Preferred Stock consisting of 9,245 shares of Series B Convertible Voting Perpetual Preferred Stock, 3,424.65 shares of Series C Convertible Voting Perpetual Preferred Stock, 5,111.86 shares of Series D Convertible Voting Perpetual Preferred Stock and 5,700 shares of Series E 6% Senior Convertible Voting Perpetual Preferred Stock. The number of shares of each class and series voting in favor of the amendment equaled or exceeded the vote required. The number of outstanding voting shares voting in favor of the amendment equaled or exceed the vote required. The percentage vote required was (1) more than 50% of the Common Stock entitled to vote, (2) more than 50% of the Preferred Stock entitled to vote, (3) more than 50% of each series of Preferred Stock entitled to vote, each such series voting as a separate class, and (4) more than 50% of the shares of Common Stock and Preferred Stock entitled to vote, voting together as a single class.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

 

 

 

 

 

 

 

 

 

Executed at Dublin, California on September 19, 2022.

/s/ Jonathan Read__________________________

Jonathan Read, President and
Chief Executive Officer

 

/s/ Lutz P. Henckels________________________

Lutz P. Henckels, Chief Financial Officer