| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation underan Off-Balance Sheet Arrangement of a Registrant. |
As previously disclosed, on June 10, 2019, GigCapital, Inc., a Delaware corporation (the “Company”) issued fournon-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 Company’s trust account (the “Trust Account”), as described in the prospectus filed by the Company in connection with the Company’s initial public offering. The Extension Notes were issued in connection with the approval of the Charter Amendment and Extension and constitute the first monthly Contribution as previously disclosed in the Company’s Current Report on Form8-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 Company’s working capital requirements. The convertible notes are convertible at the payee’s 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 Company’s 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 Company’s registration statement, or earlier upon the Company’s liquidation.
On July 10, 2019, in connection with the second monthly Contribution, 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.
The Extension Notes and Working Capital Notes bear no interest and are repayable in full upon the consummation of the Company’s previously announced business combination disclosed in its Current Reporton Form 8-K as filed with the Securities and Exchange Commission on February 26, 2019.
The table below sets forth the breakdown of the cancelled original Extension Notes, reissued Extension Notes, cancelled Working Capital Notes, and reissued Working Capital Notes issued to each of the payees on July 10, 2019:
| | | | | | | | | | | | | | | | |
| | | Cancelled Extension
Notes
(Non-Convertible
Notes) | | | Reissued
Extension Notes
(Non-Convertible
Notes) | | | Cancelled
Working
Capital
Notes
(Convertible
Notes) | | | Reissued Working
Capital Notes
(Convertible Notes) | |
GigAcquisitions LLC | | $ | 174,643.99 | | | $ | 275,698.10 | | | $ | 66,704.30 | | | $ | 89,946.19 | |
Cowen Investments II LLC | | $ | 43,578.25 | | | $ | 136,224.95 | | | $ | 16,644.47 | | | $ | 44,443.22 | |
Irwin Silverberg | | $ | 19,599.94 | | | $ | 61,269.12 | | | $ | 7,486.09 | | | $ | 19,988.98 | |
Jeffrey Bernstein | | $ | 2,177.82 | | | $ | 6,807.83 | | | $ | 831.81 | | | $ | 2,221.05 | |
Total | | $ | 240,000.00 | | | $ | 480,000.00 | | | $ | 91,666.67 | | | $ | 156,599.44 | |
