Item 7.01 Regulation FD Disclosure.
As previously announced, the stockholders of GigCapital2, Inc., a Delaware
corporation ("we," "us," "our," "the Company" or "GigCapital2"), approved the
proposals related to the previously announced business combinations with
UpHealth Holdings, Inc., a Delaware corporation ("UpHealth," and such business
combination, the "UpHealth Combination"), and with Cloudbreak Health, LLC, a
Delaware limited liability company ("Cloudbreak," and such business combination,
the "Cloudbreak Combination" and, together with the UpHealth Combination, the
"Business Combinations,") at a special meeting of stockholders held on June 4,
2021.
The closing of the Business Combinations remains subject to satisfaction or
waiver of the conditions to closing, including that GigCapital2 have available
cash and cash equivalents of not less than $150,000,000, which GigCapital2
intends to achieve by means of capital raising transactions from the sale of
PIPE Shares and the sale of Convertible Notes.
Updates regarding proposed modifications to terms of sale of PIPE Shares and
Convertible Notes
As previously announced, on January 20, 2021, we entered into PIPE Subscription
Agreements with certain investors, pursuant to which, among other things, we
agreed to issue and sell to the investors, in private placements to close
immediately prior to the closing of the Business Combinations, an aggregate of
3,000,000 shares of our Common Stock at $10.00 per share (the "PIPE Shares"),
for an aggregate purchase price of $30,000,000. After discussions with certain
of the investors who are parties to the PIPE Subscription Agreements, as well as
UpHealth and Cloudbreak, the Company proposes to modify the terms of the PIPE
Subscription Agreements to provide that the PIPE investors would receive
warrants for the purchase of an aggregate of 300,000 shares of our Common Stock
(one warrant for every 10 PIPE Shares purchased), at an exercise price of $11.50
per share, in addition to the PIPE Shares. The warrants would be on terms
substantially the same as the outstanding warrants that were included in the
Units issued in our initial public offering, except that the new warrants would
not be redeemable unless sold. The aggregate purchase price from the sale of the
PIPE Shares with the added warrants would remain $30,000,000.
Also as previously announced, on January 20, 2021, we entered into Convertible
Note Subscription Agreements with certain investors, pursuant to which, among
other things, we agreed to issue and sell to the investors, in private
placements to close immediately prior to closing of the Business Combinations,
our Convertible Notes for an aggregate purchase price of $255,000,000, which
were to be convertible into 22,173,913 shares of our Common Stock at a
conversion price of $11.50. After discussions with certain of the investors who
are parties to the Convertible Note Subscription Agreements, as well as UpHealth
and Cloudbreak, the Company proposes to modify the terms of the Indenture for
the Convertible Notes, to provide for a reduction of the conversion price to
$10.65 (with corresponding adjustments to the fundamental change make-whole
table), and to reduce the total aggregate amount of Convertible Notes, including
as a result of certain of the subscribers terminating their commitments, to
approximately $160,000,000, which would be convertible into approximately
15,023,475 shares of our Common Stock.
Definitive amendments to modify the terms of our PIPE Subscription Agreements
and our Convertible Note Subscription Agreements have not yet been executed by
the parties, and the proposed modifications remain subject to negotiation and
acceptance by the PIPE investors and the Convertible Note investors.
The obligations of the parties to consummate the PIPE and the Convertible Note
investments would remain subject to the satisfaction or waiver of all of the
existing conditions for closing of the transactions contemplated by the PIPE
Subscription Agreements and the Convertible Note Subscription Agreements,
respectively.
It is anticipated that the closing of the Business Combinations, the PIPE
investments and the Convertible Note investments will take place substantially
concurrently, on June 9, 2021.
The information set forth under this Item 7.01 is intended to be furnished and
shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by
reference in any filing under the Securities Act or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Forward-Looking Statements:
This Current Report on Form 8-K contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended, including
statements regarding GigCapital2 or GigCapital2's management team's
expectations, hopes, beliefs, intentions, plans, prospects or strategies
regarding the future, including proposed business combinations. Any statements
contained herein that are not statements of historical fact may be deemed to be
forward-looking statements. In addition, any statements that refer to
projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking
statements. The words "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intends," "may," "might," "plan," "possible," "potential," "predict,"
"project," "should," "would" and similar expressions may identify
forward-looking statements, but the absence of these words does not mean that a
statement is not forward-looking. The forward-looking statements contained in
this Form 8-K are based on our current expectations and beliefs made by the
management of
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GigCapital2, UpHealth and/or Cloudbreak in light of their respective experience
and their perception of historical trends, current conditions and expected
future developments and their potential effects on UpHealth, Cloudbreak and
GigCapital2 as well as other factors they believe are appropriate in the
circumstances. There can be no assurance that future developments affecting
UpHealth, Cloudbreak or GigCapital2 will be those that we have anticipated.
These forward-looking statements involve a number of risks, uncertainties (some
of which are beyond the control of the parties) or other assumptions that may
cause actual results or performance to be materially different from those
expressed or implied by these forward-looking statements, including the ability
of the post-combination company to meet the NYSE listing standards, product and
service acceptance, and that UpHealth will have sufficient capital upon
completion of the transaction to operate as anticipated. Should one or more of
these risks or uncertainties materialize, or should any of our assumptions prove
incorrect, actual results may vary in material respects from those projected in
these forward-looking statements. Additional factors that could cause actual
results to differ are discussed under the heading "Risk Factors" and in other
sections of GigCapital2's current and periodic reports and other filings with
the SEC. All forward-looking statements in this Form 8-K are made as of the date
hereof, based on information available to GigCapital2, UpHealth and/or
Cloudbreak as of the date hereof, and GigCapital2, UpHealth and/or Cloudbreak
assumes no obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as may be required
under applicable securities laws.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation of an offer to buy any securities, nor shall there be any sale of
securities in any states or jurisdictions in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such jurisdiction.
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