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
June 4, 2021
Date of Report (date of earliest event reported)
GigCapital2, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 001-38924 | 83-3838045 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
1731 Embarcadero Road, 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, one Right and one Warrant | GIX.U | New York Stock Exchange | ||
| Common Stock, par value $0.0001 per share | GIX | New York Stock Exchange | ||
| Rights to purchase one-twentieth of one share of Common Stock | GIX.RT | New York Stock Exchange | ||
| Warrants to purchase one share of Common Stock | GIX.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 ☒
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 5.07 Submission of Matters to a Vote of Security Holders
On June 4, 2021, GigCapital2, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, of the 19,812,315 shares of common stock outstanding and entitled to vote, 13,788,662 shares were represented, constituting a quorum. The final results for each of the matters submitted to a vote of stockholders at the Special Meeting are as follows:
Proposal No. 1—The UpHealth Business Combination Proposal: The stockholders approved and adopted the Business Combination Agreement, dated as of November 20, 2020 (as it may be amended and/or restated from time to time) by and among the Company, its wholly owned subsidiary, UpHealth Merger Sub, Inc. (“UpHealth Merger Sub”), and UpHealth Holdings, Inc. (“UpHealth”), and approved the transactions contemplated thereby (the “UpHealth Business Combination”), including the merger of UpHealth Merger Sub with and into UpHealth, with UpHealth surviving the merger, and the issuance of shares of the Company’s common stock to UpHealth equity holders as merger consideration, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,016,436 |
772,021 | 205 |
Proposal No. 2—The Cloudbreak Business Combination Proposal: The stockholders approved and adopted the Business Combination Agreement, dated as of November 20, 2020, by and among the Company, its wholly owned subsidiary, Cloudbreak Health Merger Sub, LLC (“Cloudbreak Merger Sub”), and Cloudbreak Health, LLC (“Cloudbreak”), and approved the transactions contemplated thereby (the “Cloudbreak Business Combination”), including the merger of Cloudbreak Merger Sub with and into Cloudbreak, with Cloudbreak surviving the merger, and the issuance of shares of the Company’s common stock to Cloudbreak equity holders as merger consideration, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,014,807 |
771,976 | 1,879 |
Proposal No. 3—The NYSE Stock Issuance Proposal: The stockholders approved, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of more than 20% of the Company’s outstanding common stock in connection with the UpHealth Business Combination and Cloudbreak Business Combination, and the transactions contemplated by the PIPE Subscription Agreement and the Convertible Note Subscription Agreements, including up to 110,000,000 shares of the Company’s common stock to the UpHealth and Cloudbreak equity holders, 3,000,000 shares of the Company’s common stock to the PIPE Investor, and 22,173,913 shares of the Company’s common stock upon conversion of convertible notes issued to certain investors, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,542,793 |
243,867 | 2,002 |
Proposal No. 4—Classification of the Board of Directors Proposal: The stockholders approved and adopted the classification of the Company’s board of directors into three classes of directors with staggered terms of office and to make certain related changes, by the votes set forth in the table below
|
For |
Against |
Abstained |
||
|
12,991,560 |
792,553 | 4,549 |
Proposal No. 5—Approval of Additional Amendments to Current Amended and Restated Certificate of Incorporation in Connection with the Business Combinations Proposals: The stockholders approved and adopted certain additional changes, including but not limited to changing the post-combination company’s corporate name from “GigCapital2, Inc.” to “UpHealth, Inc.” and eliminating certain provisions specific to the Company’s status as a blank check company, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,548,872 |
236,084 | 3,706 |
Proposal No. 6 – Amendment to Exclusive Forum Proposal: The stockholders approved the adoption of amendments to the existing exclusive forum provisions of the current Certificate of Incorporation of GigCapital2, Inc. to provide that the federal district courts of the United States will be the sole and exclusive forum for the resolution of claims arising under the Securities Act of 1933, as amended, to the fullest extent permitted by law, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,002,709 |
242,242 | 543,711 |
Proposal No. 7 - Incentive Plan Proposal: The stockholders approved the GigCapital2, Inc. 2021 Equity Incentive Plan (the “Incentive Plan”), including the authorization of the initial share reserve under the Incentive Plan, by the votes set forth in the table below:
|
For |
Against |
Abstained |
||
|
13,478,631 |
274,936 | 35,095 |
Proposal No. 8 - The Election of Directors Proposal: The stockholders elected, effective at Closing, each of the nine nominees for director to serve staggered terms on the Company’s board of directors until the 2022, 2023 and 2024 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified, by the votes set forth in the table below:
Class I—Moshe Bar-Siman-Tov:
|
Votes FOR |
Votes WITHHELD |
|
|
13,760,853 |
27,809 |
Class I—Neil Miotto:
|
Votes FOR |
Votes WITHHELD |
|
|
13,756,411 |
32,251 |
Class I—Jerome Ringo:
|
Votes FOR |
Votes WITHHELD |
|
|
13,758,695 |
29,967 |
Class II—Dr. Raluca Dinu:
|
Votes FOR |
Votes WITHHELD |
|
|
13,745,082 |
43,580 |
Class II—Dr. Mariya Pylypiv:
|
Votes FOR |
Votes WITHHELD |
|
|
13,758,711 |
29,951 |
Class II—Nathan Locke:
|
Votes FOR |
Votes WITHHELD |
|
|
13,759,622 |
29.040 |
Class III—Dr. Avi Katz:
|
Votes FOR |
Votes WITHHELD |
|
|
13,748,120 |
40,542 |
Class III—Dr. Chirinjeev Kathuria:
|
Votes FOR |
Votes WITHHELD |
|
|
13,760,344 |
28,318 |
Class III—Agnès Rey-Giraud:
|
Votes FOR |
Votes WITHHELD |
|
|
13761,259 |
27,403 |
No other items were presented for stockholder approval at the Special Meeting
Item 7.01 Regulation FD Disclosure.
The information set forth below 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.
On June 4, 2021, the Company issued a press release announcing the approval of the proposals related to the UpHealth Business Combination and Cloudbreak Business Combination at the Special Meeting. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Exhibits.
(d) Exhibits:
| Exhibit | Description | |
| 99.1 | Press Release dated June 4, 2021 | |
SIGNATURE
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.
Dated: June 4, 2021
|
By: |
/s/ Dr. Raluca Dinu |
|
|
Name: |
Dr. Raluca Dinu |
|
|
Title: |
Chief Executive Officer and President |
Exhibit 99.1
GigCapital2 Stockholders Approve Business Combinations with UpHealth
Holdings, Inc. and Cloudbreak Health, LLC
Palo Alto, CA, Delray Beach, FL, and Columbus, OH – June 4, 2021 – GigCapital2, Inc. (“GigCapital2”) (NYSE: GIX, GIX.U, GIX.RT, and GIX.WS) announced that its stockholders approved all proposals related to the previously announced business combinations with UpHealth Holdings, Inc. (“UpHealth”) and Cloudbreak Health, LLC (“Cloudbreak”) at a special meeting of stockholders held on June 4, 2021. More than 94.4% of the votes cast at the meeting, representing approximately 65.7% of GigCapital2’s outstanding shares, voted to approve the business combinations. A Form 8-K disclosing the full voting results is expected to be filed with the Securities and Exchange Commission.
As announced previously, the business combinations will result in each of UpHealth and Cloudbreak becoming a direct wholly-owned subsidiary of GigCapital2. GigCapital2 will be renamed “UpHealth, Inc.” and its common stock and warrants are expected to begin trading on the New York Stock Exchange under the new symbols “UPH” and “UPH.WS”, respectively, on June 9, 2021. At the closing of the business combinations, which is expected to take place on June 8, 2021, each GigCapital2 unit will separate into its components consisting of one share of GigCapital2 common stock, one warrant, and a right for one-twentieth of a share of GigCapital2 stock that will also be issued at the closing, and, as a result, both the units and the rights will no longer trade as separate securities.
About UpHealth Holdings, Inc.
UpHealth is a global comprehensive digital health technology and tech-enabled services platform that empowers providers, health systems and payors globally to manage care for people with complex medical, behavioral and social needs, while dramatically improving access to primary care.
For more information, please visit https://uphealthinc.com and follow us at @UphealthInc on Twitter, UpHealth Inc. on LinkedIn and @uphealthinc on Instagram.
About Cloudbreak Health
Cloudbreak Health (www.cloudbreak.us) revolutionized patient and provider communication with the introduction of video remote interpreting (VRI), establishing Cloudbreak as a pioneer in telehealth technology. Cloudbreak Health continues to innovate with Cloudbreak Telehealth Solutions, including telepsychiatry, telestroke, tele-quarantine, remote patient monitoring and other specialties. Committed to overcoming healthcare disparities and bringing language access to the point of care, Cloudbreak Health seamlessly integrates their language access solution, Martti, into a host of platforms, including Epic, Zoom, and Caregility. Performing more than 1.5 million minutes of telemedicine consultation each month on over 14,000 video endpoints at 1,800+ healthcare locations nationwide, Cloudbreak Telehealth simplifies how providers care for patients, putting a full care continuum at their fingertips 24/7. Follow Cloudbreak on Twitter @cloudbreakhlth or the hashtag #HumanizeHealthcare.
About GigCapital Global and GigCapital2, Inc.
GigCapital Global (www.gigcapitalglobal.com) is a Private-to-Public Equity (PPE)™ investment group, sponsoring and operating Special Purpose Acquisition Companies (“SPAC”, also known as Blank-Check companies). Founded in 2017 by Dr. Avi Katz, the GigCapital Group and its sponsored SPACs are led by an affiliated team of technology industry experts, deploying a unique Mentor-Investors™ methodology to partner with exceptional privately-held and U.S. and non-U.S. public technology companies led by dedicated, innovative entrepreneurs. The GigCapital Group companies offer financial, operational and
executive mentoring to U.S. and global private, and non-U.S. public companies, in order to accelerate their path from inception and as a privately-held entity into the growth-stage as a publicly traded company in the U.S. The partnership of the GigCapital Group with these companies continues through an organic and roll-up strategy growth post the transition to a public company. For more information, visit www.gigcapitalglobal.com.
GigCapital2, Inc. (NYSE: GIX, GIX.U, GIX.RT, and GIX.WS) (www.gigcapital2.com), GigCapital4, Inc. (Nasdaq: GIG, GIGGU and GIGGW), and GigInternational1, Inc. (NASDAQ: GIWWU) are part of the GigCapital Group portfolio of Private-to-Public Equity (PPE)™ companies.
“Private-to-Public Equity (PPE)” and “Mentor-Investor” are trademarks of GigFounders, LLC, used pursuant to agreement.
Forward-Looking Statements
This press release 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 the business combination between GigCapital2 and each of UpHealth and Cloudbreak and the closing of those transactions, and statements regarding our management team’s expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future, including possible business combinations, revenue growth and financial performance, product expansion and services. 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 press release are based on our current expectations and beliefs made by the management of 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 regulatory approvals, the ability of the post-combination company to meet the NYSE listing standards, product and service acceptance, and that UpHealth will have sufficient capital 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 filings with the SEC, and in GigCapital2’s current and periodic reports filed or furnished from time to time with the SEC. All forward-looking statements in this press release 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.
Contacts
For GigCapital2:
Brian Ruby, ICR, Brian.ruby@icrinc.com
For UpHealth
Investors: Reed Anderson, reed.anderson@icrinc.com, +1 612-710-8617
Media: Sean Leous, sean.leous@westwicke.com, + 1 646-866-4012