SCHEDULE TO
This Tender Offer Statement on Schedule TO relates to the offer by GigCapital, Inc., a Delaware corporation (the Company or GigCapital
or we, us or our), to purchase for cash up to 14,873,256 of our rights, each to receive one-tenth of one share of the Companys Common Stock (the Rights),
at a price of $0.99 per Right, net to the seller in cash, without interest for an aggregate purchase price of up to $14,724,523.44. The Companys offer is being made upon the terms and subject to the conditions set forth in the Offer to
Purchase dated October 8, 2019 (the Offer to Purchase) and in the related Letter of Transmittal, copies of which are attached to this Schedule TO as Exhibits (a)(1)(A) and (a)(1)(B), respectively (which together, as amended or
supplemented from time to time, constitute the Offer). This Tender Offer Statement on Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(2) under the Securities Exchange
Act of 1934, as amended.
The information in the Offer to Purchase and the related Letter of Transmittal, copies of which are filed with this Schedule TO
as Exhibits (a)(1)(A) and (a)(1)(B), respectively, is incorporated by reference in answer to Items 1 through 11 in this Tender Offer Statement on Schedule TO.
Item 1. Summary Term Sheet.
The information set
forth in the section captioned Summary Term Sheet and Questions and Answers in the Offer to Purchase, a copy of which is filed with this Schedule TO as Exhibit (a)(1)(A), is incorporated herein by reference.
Item 2. Subject Company Information.
(a) Name
and Address: The name of the subject company is GigCapital, Inc., a Delaware corporation. The address of its principal executive office is 2479 E. Bayshore Rd., Suite 200, Palo Alto, CA 94303 and its telephone number is (650) 276-7040. The information set forth in Section 11 (Important Information Concerning the Company) of the Offer to Purchase is incorporated herein by reference.
(b) Securities: This Schedule TO relates to all of the Companys outstanding Rights. As of October 8, 2019, there were issued and outstanding
14,873,256 Rights, including 14,375,000 Rights originally sold as part of the units issued in the Companys initial public offering (IPO) and 498,256 Rights issued in private placements, each of which provide the right to receive one-tenth of one share of the Companys Common Stock.
(c) Trading Market and Price: The information set
forth in the section of the Offer to Purchase titled The OfferSection 7. Price Range of Common Stock, Units, Warrants and Rights; Dividends is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
(a) Name and Address: The name of the filing person is GigCapital, Inc., a Delaware corporation. The address of its principal executive office is 2479
E. Bayshore Rd., Suite 200, Palo Alto, CA 94303 and its telephone number is (650) 276-7040. The information set forth in The OfferSection 9. Interests of Directors and Executive Officers;
Certain Agreements and The OfferSection 11. Important Information Concerning the Company in the Offer to Purchase is incorporated herein by reference.
Item 4. Terms of the Transaction.
(a) Material
Terms:
(1)(i) The information set forth in the sections of the Offer to Purchase titled Summary Term Sheet and Questions and
Answers and The OfferSection 1. Number of Rights; Purchase Price is incorporated herein by reference.
(1)(ii) The information set forth in the sections of the Offer to Purchase titled Summary Term Sheet and Questions and Answers,
The OfferSection 1. Number of Rights; Purchase Price, and The OfferSection 5. Purchase of Rights and Payment of Purchase Price is incorporated herein by reference.