UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On December 31, 2021, Neil Miotto, a member of the Board of Directors (the “Board”) of GigCapital5, Inc. (the “Company”) and member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board, resigned effective immediately. Mr. Miotto’s resignation is not the result of any disagreement with the Company.
Appointment of Director
On December 31, 2021, the Board appointed Sharmila Makhija, MD, MBA, as a new member of the Board and as a member of the Audit Committee, Compensation Committee, and Nominating and Corporate Governance Committee of the Board, with such appointment to be effective immediately. Dr. Makhija has also been appointed to serve as the Chair of the Compensation Committee to be effective immediately.
Dr. Makhija fills the vacancy created by the resignation of Mr. Miotto and will serve on the Board until her successor has been elected and qualified, subject, however, to any earlier death, resignation, retirement, disqualification or removal.
Dr. Makhija will also enter into the Company’s standard director and officer indemnification agreement, the form of which was previously filed by the Company as Exhibit 10.8 to Amendment No. 1 to the Company’s Registration Statement on Form S-1/A (Registration No. 333- 254038), filed with the Securities and Exchange Commission on March 19, 2021.
There are no arrangements or understandings between Dr. Makhija and any other persons pursuant to which she was appointed as a director. Furthermore, there are no transactions in which Dr. Makhija has an interest that would be required to be reported under Item 404(a) of Regulation S-K.
On January 5, 2022, the Board appointed Raanan Horowitz as the Chair of the Nominating and Corporate Governance Committee to be effective immediately.
| Item 8.01 | Other Events. |
On January 5, 2022, the Company issued a press release announcing the appointment of Dr. Makhija. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit 99.1 | Press Release of the Company, dated January 5, 2022 | |
| Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GIGCAPITAL5, INC. | ||||||
| Dated: January 5, 2022 | By: | /s/ Dr. Raluca Dinu | ||||
| Dr. Raluca Dinu | ||||||
| President and Chief Executive Officer | ||||||