GigCapital5, Inc. *

GigCapital5, Inc. *

Mar 9, 2021 by Kristi Marvin

PROPOSED BUSINESS COMBINATION: QT Imaging Holdings, Inc.

ENTERPRISE VALUE: $219 million
ANTICIPATED SYMBOL: QTI

GigCapital5, Inc. proposes to combine with QT Imaging Holdings, Inc.

QT Imaging is engaged in the research, development, and commercialization of an innovative automated imaging system producing high-resolution transmission ultrasound images. The company has received FDA 510(K) clearance for its QT Imaging Breast Scanner. The company’s clinical trials have been conducted at prestigious institutions in the US and Europe, and the National Institutes of Health (NIH) has supported the development of the technology with over $15 million in grants.

The QT Imaging Breast Scanner is indicated for use as an ultrasonic imaging system to provide reflection-mode and transmission-mode images of a patient’s breast. The QT scanner software also calculates the breast fibroglandular volume and total breast volume. The device is not intended to be used as a replacement for screening mammography. (FDA 510k K162372 and K220933)


SUBSEQUENT EVENT – 3/5/24 – LINK

  • In connection with the Closing, the Company issued $11,500,000 of convertible notes to Yorkville and Cable Car pursuant to the terms of the SEPA, the Yorkville Note, the Cable Car NPA, and the Cable Car Note.
  • Note Purchase Agreement:
    • The SPAC entered into a Note Purchase Agreement with Funicular Funds, LP (“Cable Car”), pursuant to which Cable Car agreed to advance $1,500,000 to the Combined Company upon the closing of the Business Combination.
    • The loan was in the form of a promissory note that may be convertible in certain circumstances into shares of Combined Company Common Stock at a conversion price of $2.00 per share.
    • The Cable Car Promissory Note does not bear interest, and is due and payable 13 months after issuance, unless the time for payment is accelerated as a result of an event of default.
    • As full compensation to Cable Car for the loan to the Combined Company, QT Imaging issued to Cable Car that number of shares of QT Imaging which at the completion of the Business Combination would be converted in accordance with the terms of the Business Combination Agreement into 180,000 shares of Combined Company Common Stock.
  • Standby Equity Purchase Agreement:
    • The SPAC entered into the Standby Equity Purchase Agreement with YA II PN, Ltd. (“Yorkville”), pursuant to which Yorkville agreed to purchase from the Combined Company shares of common stock for a value of up to $50,000,000, of which $10,000,000 would be advanced by Yorkville at Closing as evidenced by a promissory note.
    • As consideration for the Pre-Paid Advance, in connection with the Closing, the Company issued to Yorkville a promissory note, which was issued with a 6% original issue discount.
    • The Yorkville Note for the Pre-Paid Advance will be due 15 months from the date of issuance, and interest shall accrue on the outstanding balance of the Yorkville Note at an annual rate equal to 6%, subject to an increase to 18% upon an event of default.
    • The Yorkville Note shall be convertible by Yorkville into shares of Combined Company Common Stock at the Conversion Price.
    • The number of shares of Common Stock issuable upon conversion of any amount of principal being converted (the “Conversion Amount”) shall be determined by dividing (x) such Conversion Amount by (y) the Conversion Price.
    • The “Conversion Price” is the lower of:
      • (a) 110% of the daily VWAP of the Common Stock on Nasdaq as of the trading day immediately prior to the issuance of the Yorkville Note, which is $4.61395 (the “Fixed Price”), or
      • (b) 95% of the lowest daily VWAP of the Common Stock on Nasdaq during the five consecutive trading days immediately prior to (i) each date of conversion or (ii) the date Yorkville submits an Investor Notice to the Combined Company that it intends to make a purchase (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price then in effect.
    • The “Floor Price” solely with respect to the Variable Price, means the lower of:
      • (i) $2.00 per share or
      • (ii) the VWAP of the Common Stock for the five trading days immediately prior to the registration statement on Form S-1 (or Forms S-3, if eligible) filed with the SEC, or as reduced in accordance with the terms of the Yorkville Note.
    • The Combined Company at its option shall have the right, but not the obligation, to redeem (“Optional Redemption”) early a portion or all amounts outstanding under the Yorkville Note.

SUBSEQUENT EVENT – 2/27/24 – LINK

  • In connection with the non-redemption agreements with Mizuho, the parties updated their agreement, allowing Mizuho to receive additional QTI Holdings shares for $250,000 of services, converting into 100,000 shares of QTI Holdings Common Stock.
  • GigCapital5 and QT Imaging have agreements with DFIN and iBankers for QT Imaging to issue shares worth $500,000 and $600,000 for services, converting to 200,000 and 240,000 shares of QTI Holdings Common Stock, respectively, upon completion of their Business Combination.

EXTENSION – 12/29/23 – LINK

  • The SPAC approved the extension from December 31, 2023 to March 31, 2024.
    • 2,385 shares were redeemed at the meeting for $10.97 per share.
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 12/19/23 – LINK

  • The SPAC entered into non-redemption agreements with several unnamed third parties in exchange for them agreeing not to redeem an aggregate of 1,359,229 shares.
    • The Sponsor agreed to issue to the non-redeeming shareholders, immediately prior to and substantially concurrently with, the closing of the proposed Business Combination, that number of shares of common stock equal to the result of: (A) the number of months, rounded up to a whole number, having occurred since December 31, 2023 multiplied by (B) 0.02.

EXTENSION – 9/29/23 – LINK

  • The SPAC approved the extension from September 28, 2023, to December 31, 2023.
    • 904,023 shares were redeemed.
    • No contribution will be deposited into the trust account.

SUBSEQUENT EVENT – 9/27/23 – LINK

  • The SPAC has entered into non-redemption agreements with investors, one being Meteora Capital.
    • QT Imaging will issue shares to Public Stockholders before the proposed Business Combination closing.
    • The number of shares, called QTI Shares, will be determined by multiplying the number of Non-Redeemed GigCapital5 Shares by 0.15, and dividing that by the Exchange Ratio.
    • Public Stockholders will also receive shares of GigCapital5 Common Stock based on the same calculation.

SUBSEQUENT EVENT – 9/15/23 – LINK

  • The Company started a lawsuit on September 7, 2023.
    • On September 9, 2023, QT Imaging sent a notice to terminate the BCA.
    • However, the BCA’s Section 9.01(b) states that a party cannot terminate the BCA if their breach or violation caused the failure of a condition set in Article VIII.
    • The Company claims that QT Imaging breached the BCA by not fulfilling its obligations, including not making reasonable efforts to complete the transactions and pursuing other deals.
    • The Company disagrees that the conditions for the transactions have been met, and argues that any failure is due to QT Imaging’s breaches.
    • The trial is scheduled for November 20, 2023, and the Company seeks specific performance to compel QT Imaging to fulfill its obligations and complete the transactions.

EXTENSION – 3/28/23 – LINK

  • The SPAC approved the extension from March 28, 2023 on a monthly basis up to September 28, 2023.
    • 995,049 shares were redeemed.
    • $100k per month will be deposited into the trust account.

EXTENSION – 10/26/22 – LINK

  • GigCapital5, Inc. announced that GigAcquisitions5, LLC, has funded the trust account with an additional $160,000 payment.
  • In consideration for the deposit, the Company has issued to our Sponsor an amended and restated unsecured interest-free promissory note for the principal amount of the aggregate of such deposit, together with a similar deposit made on September 26, 2022, which will be repaid in connection with the closing of GigCapital5’s previously announced business combination.
  • As a result of the deposits into the Trust Account, the period of time that GigCapital5 has to consummate a business combination has been extended by a month to November 28, 2022 (and may be extended thereafter on a monthly basis until March 28, 2023, upon payment of a monthly fee equal to $160,000).
  • In addition, on October 26, 2022, the Company extended a working capital promissory note to GigAcquisitions5, LLC for $65,000.
  • The promissory note is non-interest bearing.

LETTER OF INTENT – 10/3/22 – LINK

  • GigCapital5 and QT Imaging Sign an Exclusive Term Sheet for a Business Combination
  • QT is a vertically integrated medical imaging company in the business of manufacturing ultra-low frequency transmitted sound imaging systems for breast and body imaging.
  • In 2014, QT purchased the assets of Techniscan Medical and relocated from Salt Lake City, Utah, to Novato, California. QT’s FDA-cleared breast scanner addresses critical deficiencies in the current breast imaging paradigm.
  • The device is currently deployed in three U.S. and two foreign locations, and QT plans to place four additional scanners before the end of 2022.
  • QT is entering a commercial growth phase and would use the proceeds of the merger to further expand its commercial activities.

EXTENSION – 9/23/22 – LINK

  • The SPAC approved the extension from September 28, 2022, on a monthly basis up to March 28, 2023.
    • The SPAC will also deposit into the Trust Account for each one-month extension funds equal to $160,000.
    • At the shareholder vote, 18,985,950 shares were presented for redemption, representing 82.548% of the shares.

TRANSACTION

  • The business combination values QT Imaging at an equity value of $151 million.
  • The combined company will receive approximately $41 million in gross proceeds from GigCapital5’s trust account, assuming no redemptions by GigCapital5’s public stockholders, and up to $26 million in additional financing to be raised prior to the closing of the business combination.
  • The transaction has been approved unanimously by the boards of directors of both QT Imaging and GigCapital5 and is currently expected to close in the first half of 2023

gig5 overview


SPAC FUNDING

  • Up to $26 million in additional financing to be raised prior to the closing of the business combination.

EARNOUT

  • The company will be subjected to earn an additional 9,000,000 shares if certain conditions are met.
    • (i) promptly following the date on which QTI Holdings files its quarterly report on Form 10-Q with respect to its fiscal quarter ended September 30, 2024 with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2024 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders
      • Only if, on or prior to such filing date, QT Imaging or QTI Holdings has obtained a formal FDA clearance for breast cancer screening with respect to its breast scanning systems, which remains in full force and effect as of such filing date; provided, that the 2024 Earnout Shares will increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if, in addition, during the fifteen months ended September 30, 2024, QT Imaging,
        • (A) makes at least eight bona fide placements of its breast scanning systems globally or
        • (B) achieves annual revenue of at least $4,400,000 as set forth in the financial statements included in the periodic reports filed by QTI Holdings with the SEC with respect to such fifteen month period
    • (ii) promptly following the date on which QTI Holdings files its quarterly report on Form 10-Q with respect to its fiscal quarter ended September 30, 2025 (the “2025 Q3 Form 10-Q”) with the SEC, an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2025 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders
      • Only if, and only if, during the twelve months ended September 30, 2025,
        • (A) the Company achieves annual revenue of at least $17,100,000 as set forth in the financial statements included in the periodic reports filed by QTI Holdings with the SEC with respect to such twelve month period, and
        • (B) the Company makes at least four placements of its breast scanning systems in the United States; provided, that the 2025 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved:
          • (x) on or prior to such filing date, the Company has obtained a formal FDA clearance for a new indication for use of its breast scanning systems (other than any indication obtained prior to the beginning of the twelve months ended September 30, 2025), which remains in full force and effect as of such filing date; or
          • (y) the Company achieves clinical-quality patient images with the Company’s open angle scanner no later than the filing date of the 2025 Q3 Form 10-Q
    • (iii) promptly following the date on which QTI Holdings files its quarterly report on Form 10-Q with respect to its fiscal quarter ended September 30, 2026 (the “2026 Q3 Form 10-Q”), an aggregate of 2,500,000 Merger Consideration Earnout Shares (the “2026 Earnout Shares”) will be released from the Exchange Fund and distributed to the Company Equity Securityholders in accordance with their respective Pro Rata Shares
      • if, and only if, during the twelve months ended September 30, 2026,
        • (A) the Company has revenue of at least $30,000,000 as set forth in the financial statements included in the periodic reports filed by QTI Holdings with the SEC with respect to such twelve month period, or
        • (B) the VWAP of shares of QTI Holdings Common Stock equals or exceeds $15 per share for twenty (20) of any thirty (30) consecutive trading days on the Exchanges; provided, that the 2026 Earnout Shares shall increase by 500,000 (to an aggregate of 3,000,000) Merger Consideration Earnout Shares if at least one of the following milestones is achieved on or prior to such filing date:
          • (x) the Company has obtained a formal FDA clearance of its open angle scanner, which remains in full force and effect as of such filing date; or
          • (y) the Company receives net positive results in bona fide clinical trials, conducted in accordance with generally accepted industry standards, for its open angle scanner, as reported no later than the filing date of the 2026 Q3 Form 10-Q.

LOCK-UP

  • Company and Sponsor
    • The earlier of:
      • (i) Six months from the Closing Date or
      • (ii) if the share price equals or exceeds $11.50 for 20/30 trading days at least 90 days after the Closing

NOTABLE CONDITIONS TO CLOSING

  • The Available Cash will be equal or greater than $15,000,000
  • On 9/21/23, the SPAC removed the minimum cash closing condition.

NOTABLE CONDITIONS TO TERMINATION

  • By written notice by either GigCapital5 or QT Imaging if the Effective Time has not occurred by September 8, 2023
  • On 9/21/23, the SPAC extended the Outside Date to December 31, 2023.

ADVISORS

  • Northland Securities, Inc. is serving as Financial and Capital Markets Advisors [Advisor at DA Announcement]
  • William Blair is serving as Capital Markets Advisor to GigCapital5 [Advisor at Closing]
  • DLA Piper LLP (US) is acting as legal counsel to GigCapital5.
  • Seyfarth Shaw LLP is serving as legal counsel to QT Imaging [Counsel at DA Announcement]
  • Brown Rudnick LLP is serving as legal counsel to QT Imaging [Counsel at Closing]

MANAGEMENT & BOARD


Executive Officers

Dr. Raluca Dinu, 47
Director, President, Chief Executive Officer and Secretary

Dr. Dinu co-founded us with Dr. Avi S. Katz, who is our Executive Chairman, and has served as a member of the Board of Directors, President, Chief Executive Officer and Secretary of the Company since February 2021. Dr. Dinu has spent approximately 20 years in international executive positions within the TMT industry working for privately held start-ups, middle-cap companies and large enterprises. In these roles, Dr. Dinu has been instrumental in launching and accelerating entities, building teams, large scale fund-raising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing. Dr. Dinu also holds 45% membership interest in the managing company of our Sponsor and has served as a managing member of such managing company since its inception. She has served as the chief executive officer of GIG2 since August 2019 and as a member of its board of directors since March 2019. She has also served on the board of directors of GIG3 since February 2020. She has also served as a member of the Board of Directors, President, Chief Executive Officer and Secretary of GIG4 since its inception in December 2020. In January 2021, Drs. Katz and Dinu co-founded GIG6, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT, cybersecurity and privacy industries, which is expected to complete its initial public offering concurrently with this offering and sell 35,000,000 units (or up to 40,250,000 units if the over-allotment option is exercised in full) at a per unit price of $10.00, with each unit consisting of one share of GIG6 common stock and one-third (1/3) of one warrant to purchase one share of GIG6 common stock, generating aggregate proceeds of $350,000,000 (or up to $402,500,000 if the underwriters’ over-allotment option is exercised in full). GIG6 is expected to apply for listing on Nasdaq under the symbol “GIF.” Dr. Dinu is the Executive Chairman, Chief Executive Officer, President, and Secretary of GIG6. Dr. Dinu is also a managing member of GigManagement, LLC. From April 2017 to May 2019, Dr. Dinu was the vice president and general manager of IDT’s Optical Interconnects Division. Prior to that, she held several executive-level positions at GigPeak, including executive vice president and chief operation officer from April 2016 until it was acquired by IDT in April 2017, and before that, as its executive vice president of Global Sales and Marketing from August 2015 to April 2016, and as its senior vice president of Global Sales and Marketing from December 2014 to August 2015. From February 2014 to September 2017, Dr. Dinu was a member of the board of directors of Brazil-Photonics, in Campinas, Brazil, a joint venture that GigPeak established with the Centro de Pesquisa e Desenvolvimento em Telecomunicações (CPqD). From 2001 to 2008, Dr. Dinu was vice president of engineering at Lumera Corporation (“Lumera”) (Nasdaq: LMRA). Lumera was acquired by GigPeak in 2008, and Dr. Dinu joined GigPeak at that time. Dr. Dinu holds a B.Sc. in Physics and Ph.D. in Solid State Condensed Matter Physics from the University of Bucharest, and an Executive-M.B.A. from Stanford University. Dr. Dinu is married to Dr. Katz, our Executive Chairman of the Board of Directors.


Brad Weightman, 66
Treasurer and Chief Financial Officer

Mr. Liebowitz served as President and Chief Executive Officer of Harbor Group Consulting LLC, an insurance and risk management consulting firm, from its formation in 1995 until 2018, including as President and Chief Executive Officer. Mr. Liebowitz currently serves as a Managing Director and Executive Vice President of Alliant Insurance Services, Inc., and President of the Harbor Group Division of Alliant Insurance Services Inc. Mr. Liebowitz served as President and Chief Executive Officer of Innova Risk Management, a boutique real-estate insurance firm, which he acquired in 2006 in a joint venture with Douglas Elliman Real Estate and was subsequently sold in 2019. Innova is a leading provider of property and casualty insurance in the co-op and condominium markets in the New York area. In 2017, Mr. Liebowitz founded High Street Valuations, a firm that specializes in providing insurable value calculations for banks, capital market lenders, owners, and property


Board of Directors

Dr. Avi S. Katz, 63
Executive Chairman of the Board of Directors

Mr. Katz had also been our Chief Executive Officer and President for a short period of time before Dr. Dinu substituted for him as our Chief Executive Officer and President. Dr. Katz also holds 45% membership interest in GigManagement, LLC, the managing company of our Sponsor, and has served as a managing member of such managing company since its inception. Dr. Katz has spent approximately 33 years in international executive positions within the TMT industry working for privately held start-ups, middle-cap companies and large enterprises. In these roles, Dr. Katz has been instrumental in launching and accelerating entities, building teams, large scale fundraising, developing key alliances and technology partnerships, M&A activities, business development, financial management, global operations and sales and marketing. In October 2017, Dr. Katz founded GigCapital Global’s first SPAC, GIG1, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG1 completed its initial public offering in December 2017, in which it sold 14,375,000 units at price of $10.00 per unit, with each unit consisting of one share of GIG1 common stock, three-fourths (3/4) of one warrant to purchase one share of GIG1 common stock and one right to receive one-tenth (1/10) of one share of GIG1 common stock, generating aggregate proceeds of $143,750,000, and, at that time, was listed on the NYSE under the symbol “GIG.” On February 22, 2019, after intensive screening of more than 400 companies worldwide, GIG1 entered into a stock purchase agreement to acquire Kaleyra at a transaction enterprise value of $187,000,000 with combined cash and/or promissory note consideration of $15,000,000. Kaleyra is a global company specialized in providing mobile messaging services for financial institutions and companies of all sizes. The transaction closed on November 25, 2019, and GIG1 was renamed Kaleyra, Inc. and listed on the NYSE American stock exchange under the symbol “KLR.” Dr. Katz has been serving as the Executive Chairman and Secretary of Kaleyra, Inc. since the consummation of the transaction in November 2019. Prior to that time, in addition to being the Executive Chairman and Secretary, he was also the Chief Executive Officer of GIG1. In March 2019, Dr. Katz founded GIG2, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG2 completed its initial public offering in June 2019, in which it sold 17,250,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG2 common stock, one warrant to purchase one share of GIG2 common stock, and one right to receive one-twentieth (1/20) of one share of GIG2 common stock, generating aggregate proceeds of $172,500,000. GIG2 is listed on the NYSE under the symbol “GIX.” Dr. Katz has served since inception of GIG2 as its Executive Chairman and Secretary, and he initially until August 2019, served as its Chief Executive Officer, when Dr. Dinu substituted for him as its Chief Executive Officer. On November 23, 2020, GIG2 announced that it had executed business combination agreements with each of UpHealth Holdings, Inc. and Cloudbreak Health, LLC. GIG2 will pay $990,000,000 for UpHealth Holdings, Inc. and $110,000,000 for Cloudbreak Health, LLC in its equity plus certain cash and sellers notes. The deal combines UpHealth’s patient care management, telemedicine and digital pharmacy services with Cloudbreak’s video consultation platform for doctors and patients, and is expected to close in the first half of 2021. Upon the closing of the transaction, the combined company will be named UpHealth, Inc. and will continue to be listed on the NYSE under the new ticker symbol “UPH.” In February 2020, Drs. Katz and Dinu co-founded GIG3, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT industry. GIG3 completed its initial public offering in May 2020, in which it sold 20,000,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG3 common stock and three-fourths (3/4) of one warrant to purchase one share of GIG3 common stock, generating aggregate proceeds of $200,000,000. GIG3 is listed on the NYSE under the symbol “GIK.” On December 10, 2020, GIG3 announced that it had executed a business combination agreement with Lightning Systems, Inc., a company that designs and manufactures all-electric powertrains for medium- and heavy-duty vehicles, which does business as Lightning eMotors, and the combined company will retain such name. The deal is expected to close in the first half of 2021. Dr. Katz has served as the Chief Executive Officer, Executive Chairman and Secretary of GIG3 since its inception. In December 2020, Drs. Katz and Dinu co-founded GigCapital4, Inc. (“GIG4”), a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT and sustainable industries. GIG4 completed its initial public offering in February 2021, in which it sold 35,880,000 units at a per unit price of $10.00, with each unit consisting of one share of GIG4 common stock and one-third (1/3) of one warrant to purchase one share of GIG4 common stock, generating aggregate proceeds of $358,800,000. GIG4 is listed on Nasdaq under the symbol “GIG.” GIG4 is engaged in intensive efforts of searching and screening companies worldwide and has not yet completed its initial business combination. Dr. Katz has served as the Executive Chairman of GIG4 since its inception. In January 2021, Drs. Katz and Dinu co-founded GIG6, a Private-to-Public Equity (PPE) company formed for the purpose of acquiring a company in the TMT, cybersecurity and privacy industries, which is expected to complete its initial public offering concurrently with this offering and sell 35,000,000 units (or up to 40,250,000 units if the over-allotment option is exercised in full) at a per unit price of $10.00, with each unit consisting of one share of GIG6 common stock and one-third (1/3) of one warrant to purchase one share of GIG6 common stock, generating aggregate proceeds of $350,000,000 (or up to $402,500,000 if the underwriters’ over-allotment option is exercised in full). GIG6 is expected to apply for listing on Nasdaq under the symbol “GIF.” Dr. Katz has been a director of GIG6 since its inception. Dr. Katz is also the sole managing member of GigFounders, LLC and a managing member of GigManagement, LLC. He is also the co-founder of Cognizer, a software company specializing in deep-learning powered natural language artificial intelligence, and was the Executive Chairman of Cognizer’s board of directors from its inception in December 2018 until August 2020. Prior to GIG1, GIG2, GIG3, and GIG4, Dr. Katz dedicated 10 years to incept and bootstrap, develop and manage GigPeak (NYSE American: formerly GIG), originally known as GigOptix, Inc. He served as Chairman of the Board, Chief Executive Officer and President of GigOptix / GigPeak. From its inception in 2007 until its sale in April 2017 to IDT for $250 million in cash, GigPeak provided semiconductor integrated circuits (ICs) and software solutions for high-speed connectivity and video compression. While Dr. Katz was at GigPeak’s helm, the company completed 10 M&A deals. From 2003 to 2005, Dr. Katz was the chief executive officer, president, and member of the board of directors of Intransa, Inc., which at the time provided full-featured, enterprise-class IP-based Storage Area Networks (SAN). From 2000 to 2003, Dr. Katz was the chief executive officer and a member of the board of directors of Equator Technologies, which at the time sought to commercialize leading edge programmable media processing platform technology for the rapid design and deployment of digital media and imaging products. Dr. Katz has held several leadership positions over the span of his career within the TMT industry since serving as member of Technical Staff at AT&T Bell Laboratories in the 1980s, and has made numerous angel investments in high-tech companies around the world. Dr. Katz is a graduate of the 1976 class of the Israeli Naval Academy, graduate of the 1979 USA Naval ASW class, and holds a B.Sc. and Ph.D. in Semiconductors Materials from the Technion (Israel Institute of Technology). He is a serial entrepreneur, holds many U.S. and international patents, has published many technical papers and is the editor of a number of technical books. Dr. Katz is married to Dr. Dinu, our President, Chief Executive Officer, Secretary and one of our directors.


Neil Miotto, 75
Director

Mr Miotto is a retired assurance partner of KPMG LLP (“KPMG”), where he was a partner for 27 years until his retirement in September 2006. Since his retirement from KPMG, Mr. Miotto has provided high-level financial consulting services to companies in need of timely accounting assistance and has served on public company boards. He is deemed to be a “audit committee financial expert” under SEC rules. While at KPMG, Mr. Miotto focused on serving large public companies. Mr. Miotto also served as an SEC reviewing partner while at KPMG. Mr. Miotto became a member of the board of directors of GIG1 in October 2017 and has continued in that role after that company became Kaleyra, Inc. Mr. Miotto has also served on the board of directors of GIG2 since March 2019, GIG3 since February 2020 and GIG4 since December 2020. In addition, Mr. Miotto served on the board of directors of Micrel, Inc. prior to its sale to Microchip Technology Inc. in May 2015, and on the board of directors of GigPeak from 2008 until its sale to IDT in April 2017. He also previously served on the board of directors of Cognizer from March 2019 to August 2020. He is a member of the American Institute of Certified Public Accountants and holds a Bachelor of Business Administration degree from Baruch College of The City University of New York.


Raanan I. Horowitz, 60
Director

Mr. Horowitz is the President, Chief Executive Officer and a member of the board of directors of Elbit Systems of America, LLC, a leading provider of high-performance products and systems solutions for the defense, homeland security, commercial aviation, and medical instrumentation markets. He was appointed to such positions in 2007. Elbit Systems of America, LLC is a wholly owned subsidiary of Elbit Systems Ltd., a global source of innovative, technology-based systems for diverse defense and commercial applications with more than 18,000 employees in 15 countries. Prior to being appointed to lead Elbit Systems of America, LLC, Mr. Horowitz served as the Executive Vice President and General Manager of EFW, Inc., a subsidiary of Elbit Systems of America, from 2003 to 2007. In 2014, 2015 and 2018, The Ethisphere Institute named Elbit Systems of America one of the “World’s Most Ethical Companies.” In addition, Mr. Horowitz is active in the Aerospace & Defense industry, serving on the Board of Governors of the Aerospace Industries Association since 2008, the board of directors for the National Defense Industrial Association since 2015, as a member of Business Executives for National Security since 2014, and as a member of the Wall Street Journal CEO Council since 2018. Previously, he served on the National Board of Directors for one of the nation’s largest volunteer health organizations, the Leukemia & Lymphoma Society, from 2009 to 2018. Mr. Horowitz earned a Master of Business Administration degree from the Seidman School of Business (1993) at Grand Valley State University in Allendale, Michigan. He was also awarded a Master of Science degree in Electrical Engineering (1991) and a Bachelor of Science degree in Mechanical Engineering (1981) from Tel-Aviv University in Israel.


Dorothy D. Hayes, 70
Director

Ms. Hayes has also served as a member of the board of directors of GIG4 since December 2020 and GIG6 since February 2021. Ms. Hayes was appointed as a director of Intevac, Inc. in June 2019. Ms. Hayes currently serves as the Chairwoman of the Audit Committee of Intevac, Inc. Ms. Hayes served from 2003 until her retirement in 2008 as Corporate Controller and Chief Accounting Officer and later as Chief Audit Executive at Intuit, a business and financial software company. From 1999 until 2003, Ms. Hayes served as Vice President, Corporate Controller and Chief Accounting Officer of Agilent Technologies, a public research, development and manufacturing company. From 1989 until 1999, Ms. Hayes served as Assistant Corporate Controller, financial executive of the Measurement Systems Organization and Chief Audit Executive of Hewlett Packard, a multinational information technology company. From 1980 until 1989, Ms. Hayes served in various management functions including Vice President, Corporate Controller of Apollo Computer, a computer hardware and software company. Ms. Hayes currently serves as nonexecutive Chairwoman of the Board of Directors at First Tech Federal Credit Union, a cooperative financial institution. She previously chaired the Audit Committee of the Vantagepoint Funds, a captive mutual fund series of ICMA Retirement Corporation, and the Audit Committee for Range Fuels, a privately held biofuels company. Ms. Hayes currently serves as a board member or trustee of various non-profit and philanthropic organizations including: Encore.org, Center for Excellence in Nonprofits and the Computer History Museum. Ms. Hayes holds an MS in Finance from Bentley University (1987), and received both a MS in Business Administration (1976) and a BA in Elementary Education (1972) from the University of Massachusetts, Amherst. She maintains the NACD Board Leadership Fellow credential and has been a several-time attendee at Stanford Directors College. She participates actively in Women Corporate Directors (WCD), the National Association of Corporate Directors (NACD), Financial Executives International (FEI), and the Athena Alliance. She is a Senior Fellow of the American Leadership Forum—Silicon Valley, was a recipient of the YWCA TWIN award (1986), and was named to AGENDA Magazine’s Diversity 100—Top Diverse Board Candidates (2010).