Current Report Filing (8-k)
June 06 2019 - 6:08AM
Edgar (US Regulatory)
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): June 5, 2019
GIGCAPITAL, INC.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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001-38320
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82-3027430
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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2479 E. Bayshore Rd., Suite 200
Palo Alto, CA
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94303
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(Address of Principal Executive Offices)
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(Zip Code)
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(650)
276-7040
(Registrants telephone number, including area code)
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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR 240.13e 4(c))
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Securities registered pursuant to
Section 12(b) of the Act:
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Title of each class
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Trading
Symbols
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Name of each exchange
on which registered
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Common Stock, par value $0.0001 per share
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GIG
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The NYSE Stock Market LLC
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Warrants to receive one share of Common Stock
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GIG.WS
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The NYSE Stock Market LLC
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Right to
receive one-tenth of
one share of Common Stock
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GIGr
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The NYSE Stock Market LLC
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Units, each consisting of one share of Common Stock, one right and three-fourths of one warrant
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GIG.U
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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 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On June 5, 2019, GigCapital, Inc. (the Company) filed with the Secretary of State of the State of Delaware (the DE
SOS) a Certificate of Amendment (the Extension Amendment) to the Companys Amended and Restated Certificate of Incorporation, pursuant to which the date by which the Company must consummate its initial business combination was
extended from June 12, 2019 to December 12, 2019 (such extension, the Extension). The Extension Amendment was approved by the Companys stockholders at the Special Meeting and became effective upon the filing thereof with
the DE SOS.
The foregoing description of the Extension Amendment does not purport to be complete and is qualified in its entirety by
reference to the full text of the Extension Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The results of voting on the proposals submitted to a vote of the Companys stockholders at the Special Meeting, held on June 5,
2019, were as follows:
Proposal No. 1
The Extension Amendment was approved as follows:
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For
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Against
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Abstain
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Broker Non-Votes
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17,529,028
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126,876
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20,000
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0
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Item 7.01
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Regulation FD Disclosure.
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The information set forth below under this Item 7.01 is intended to be furnished and shall not be deemed filed for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or
the Exchange Act, except as expressly set forth by specific reference in such filing.
In connection with the Extension and the Extension
Amendment, stockholders elected to redeem 6,825,464 shares of the Companys common stock, par value $0.0001 per share (Common Stock), which represents approximately 47.5% of the shares that were part of the units that were sold in
the Companys initial public offering. Following such redemptions, approximately $77.6 million will remain in the trust account and 11,636,542 shares of Common Stock will remain issued and outstanding.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits:
SIGNATURE
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.
Dated: June 6, 2019
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By:
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/s/ Dr. Avi S. Katz
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Name:
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Dr. Avi S. Katz
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Title:
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Chief Executive Officer, President and Executive Chairman of the GigCapital, Inc. Board
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