Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under
an Off-Balance Sheet
Arrangement of a Registrant.
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As previously
disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the Company) issued four
non-convertible
unsecured promissory notes (each, an Extension Note and collectively
the Extension Notes) in the aggregate principal amount of $240,000.00, as follows: (i) $174,643.99 issued to GigAcquisitions, LLC, a Delaware limited liability company (our Sponsor), (ii) $43,578.25 to Cowen
Investments II LLC, a Delaware limited liability company (Cowen Investments), (iii) $19,599.94 to Irwin Silverberg, an individual and affiliate of Cowen Investments (Silverberg) and (iv) $2,177.82 to Jeffrey
Bernstein, an individual and affiliate of Cowen Investments (Bernstein, and collectively with Sponsor, Cowen Investments, and Silverberg, our Founders). The Founders deposited such funds into the Companys trust account
(the Trust Account), as described in the prospectus filed by the Company in connection with the Companys initial public offering. The Extension Notes were issued in connection with the approval of an amendment to the Company
Second Amended and Restated Certificate of Incorporation (the Charter Amendment) extending the time for the Company to complete its initial business combination to December 12, 2019 (the Extension), and constitutes the
first monthly contribution as a loan of $240,000 to the Trust Account (the Contribution) as previously disclosed in the Companys Current Report on Form
8-K
as filed with the Securities and
Exchange Commission (the SEC) on May 16, 2019.
Also as previously disclosed, on June 10, 2019, the Company issued
an additional four convertible unsecured promissory notes (each, a Working Capital Note and collectively the Working Capital Notes) in the aggregate principal amount of $91,666.67, as follows: (i) $66,704.30 to our Sponsor,
(ii) $16,644.47 issued to Cowen Investments, (iii) $7,486.09 to Silverberg, and (iv) $831.81 to Bernstein. The Working Capital Notes were issued to provide the Company with additional working capital during the Extension, and will not be deposited
into the Trust Account. The Company issued the Working Capital Notes in consideration for loans from the payees to fund the Companys working capital requirements. The convertible notes are convertible at the payees election upon the
consummation of the Business Combination. Upon such election, the convertible notes will convert, at a price of $10.00 per unit, into units identical to the private placement units issued in connection with the Companys initial public
offering, except that the private placement warrants which comprise a part of the private placement units issued to Cowen Investments, Silverberg, and Bernstein, so long as they are held by Cowen Investments, Silverberg, and Bernstein, respectively,
or any of their related persons under FINRA rules, will expire five years from the effective date of the Companys registration statement, or earlier upon the Companys liquidation.
As previously disclosed in the Companys Current Report on Form
8-K
as filed with the SEC on
July 10, 2019, in connection with the second monthly Contribution on July 10, 2019, the Founders deposited an additional aggregate $240,000.00 into the Trust Account, and the Company cancelled the original Extension Notes dated
June 10, 2019 and reissued each of the Extension Notes to include the aggregate of both the first and second monthly Contribution amounts for each payee. Additionally, on July 10, 2019, in connection with the second monthly Contribution
and resulting Extension, an additional aggregate $64,932.77 of working capital was loaned to the Company by our Founders, and as a result the Company cancelled the original Working Capital Notes dated June 10, 2019 and reissued the Working
Capital Notes to include the aggregate of both the first and second working capital loans to the Company for each payee.
In connection
with the obligations to fund additional loans for the Extension, as well as to provide for the Companys working capital needs during the Extension, the Founders on August 9, 2019 assigned to various parties these obligations. As
consideration for such assumption each of the Founders offered shares of common stock that they each held in the Company. Accepting such assignment were three of the Founders and certain members of GigAcquisitions, LLC. On August 9, 2019, those
three Founders loaned the Company an additional aggregate of $204,302.18, of which $102,151.09 was deposited into the Trust Account for the third monthly Contribution, and the remaining $102,151.09 will be deposited into the Trust Account for the
fourth monthly Contribution in September. The Company cancelled the previously reissued Extension Notes dated July 10, 2019 to these three Founders and reissued such Extension Notes to include the aggregate of the first, second, third, and
fourth monthly Contribution amounts. In addition, the Company issued new Extension Notes in the aggregate amount of $275,697.82 to those certain members of GigAcquisitions, LLC who were part of the group that assumed the obligations set forth above,
of which $137,848.91 was deposited into the Trust Account (for total deposits on August 9, 2019 into the Trust Account of $240,000), and the remaining $137,848.91 will be deposited into the Trust Account for the fourth monthly Contribution in
September (for a total deposit at that time into the Trust Account of $240,000). Additionally, on August 9, 2019, in connection with the third and fourth monthly Contributions and