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
May 21, 2020
Date of Report (date of earliest event reported)
GIGCAPITAL3, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-39283 | 84-4605714 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1731 Embarcadero Rd., Suite 200
Palo Alto, CA 94303
(Address of principal executive offices)
(650) 276-7040
(Registrant’s 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):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Common Stock and three-fourths of one Redeemable Warrant | GIK.U | New York Stock Exchange | ||
| Common Stock, par value $0.0001 per share | GIK | New York Stock Exchange | ||
| Redeemable Warrants, each full warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share | GIK.WS | New York Stock Exchange |
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 x
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On May 21, 2020, the Board of Directors (the “Board”) of GigCapital3, Inc., a Delaware corporation (the “Company”) approved the payment by the Company of advisory fees to directors in connection with certain activities on our behalf, such as identifying and investigating possible business targets and business combinations as well as pertaining to board committee service and administrative and analytical services. These advisory fees will be paid quarterly, and include payments to Dr. Avi S. Katz, the Chief Executive Officer and Executive Chairman of the Board. The quarterly amounts approved are as follows:
| Dr. Katz | $ | 30,000 | ||
| Dr. Raluca Dinu | $ | 30,000 | ||
| Neil Miotto | $ | 15,000 | ||
| John Mikulsky | $ | 6,000 | ||
| Andrea Betti-Berutto | $ | 15,000 | ||
| Peter Wang | $ | 6,000 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIGCAPITAL3, INC. | ||||
| By: | /s/ Dr. Avi S. Katz | |||
| Name: | Dr. Avi S. Katz | |||
| Title: |
Chief Executive Officer, President and Executive Chairman of the GigCapital3, Inc. Board (Principal Executive Officer) |
|||
| Date: May 27, 2020 | ||||