Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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.
As previously disclosed in the Companys Current Report on Form 8-K as filed with the SEC on August 12, 2019, 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 on August 9, 2019, and the remaining $102,151.09 was deposited into the Trust Account for the fourth monthly Contribution on September 9, 2019. Also as previously disclosed, on August 9, 2019 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 was deposited into the Trust Account for the fourth monthly Contribution on September 9, 2019, for a total aggregate deposit into the Trust
Account of $240,000 on September 9, 2019.