GCTS 8-K
GCT Semiconductor Holding, Inc. (GCTS)
8-K
2026-02-25
For: 2026-02-24
View Original
Added on
April 05, 2026
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
Date of Report (Date of Earliest Event Reported): February 24, 2026
(Exact Name of Registrant as Specified in Its Charter)
(Commission File Number)
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(State or Other Jurisdiction of Incorporation)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
(408 ) 434-6040
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(g) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange on which registered
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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. ☐
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Item 1.01.
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Entry into a Material Definitive Agreement.
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On February 24, 2026, GCT Semiconductor, Inc., a subsidiary of GCT Semiconductor Holding, Inc. (the “Company”), entered into Amendment No. 1
(the “Amendment”) to that certain Convertible Promissory Note, dated February 26, 2024 (the “Original Note” and, as amended by the Amendment, the “Note”) with a strategic investor (the “Holder”). The Amendment modifies certain terms of the
Original Note, including the extension of the maturity date of the Note to February 26, 2028. Except as expressly amended by the Amendment, the terms and provisions of the Original Note remain in full force and effect.
In connection with the execution of the Amendment, on February 24, 2026, the Company and the Holder entered into a Warrant Issuance Agreement
(the “Warrant Issuance Agreement”), pursuant to which the Company agreed to issue to the Holder a warrant (the “Warrant”) to purchase 500,000 shares of the Company’s common stock, in consideration of the Holder’s agreement to enter into the
Amendment. The Warrant has an exercise price of $2.50 per share and a term of three (3) years from the date of issuance.
The foregoing descriptions are qualified in their entirety by reference to the Amendment, the Warrant Issuance Agreement and the Warrant, filed
as Exhibits 10.1, 10.2 and 10.3, respectively, and incorporated herein by reference.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Index
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Exhibit
No. |
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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GCT SEMICONDUCTOR HOLDING, INC.
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February 25, 2026
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By:
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/s/ Edmond Cheng
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Name:
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Edmond Cheng
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Title:
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Chief Financial Officer
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Exhibit 10.1
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE
This Amendment No. 1 to the Convertible Promissory Note (this “Amendment”) is made as of February 24, 2026 pursuant to the Convertible Promissory Note entered into as of February 26, 2024 (the “Note”) by and between GCT Semiconductor, Inc., a Delaware corporation (the “Company”) and the Gogo Business Aviation LLC (the “Holder”). The Company and the Holder of the Note desire to amend the Note as set forth herein. Capitalized terms used and not otherwise defined herein shall
have the meanings given to them in the Note.
RECITALS
WHEREAS, the Company and the
Holder wish to extend the maturity date of that Note and make other changes relating to the terms of the Note;
NOW THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:
AGREEMENT
1. Amendment to Section 2. Section 2 of the Note shall
be amended and restated in its entirety to read as follows:
2. Maturity. The outstanding principal amount of and all accrued but unpaid interest on this Note shall be due and
payable at any time after the fourth (4th) anniversary of the date hereof (the “Maturity Date”).
2. Amendment to Section 5(a). Section 5(a) of the Note
shall be amended and restated in its entirety to read as follows:
(a) Upon written demand by the Holder made to the Company in accordance with this Section 5(a), the outstanding principal
amount of and all accrued but unpaid interest on this Note shall be converted into fully paid and non-assessable shares of common stock of GCT Semiconductor Holding, Inc., the parent company of the Company (“Parent”), at a conversion price equal to
$10.00 per share.
3. Amendment to Section 5(c). Section 5(c) of the Note
shall be amended to replace the phrase “other than a SPAC Transaction” in the definition of “Change of Control” to read as follows:
“other than the business combination transaction consummated pursuant to a Business Combination Agreement, dated November 2,
2023, by and among Concord Acquisition Corp III, the Company and other parties thereto, as amended.”
4. Amendments to Section 5(d) and 5(e). Sections 5(d)
and 5(e) of the Note shall be amended such that all references to “capital stock of the Company” therein shall be replaced with the phrase “common stock of the Parent”.
5. Amendments to Section 7. The definition of “Event
of Default” in Section 7 of the Note shall be amended and restated as follows:
“The occurrence of any one or more of the following shall constitute an “Event of Default”: (i) the Company fails to pay timely any of the principal amount of or any accrued interest or other amounts due under this Note on the date the same become due and payable, and
such failure to pay is not cured within thirty (30) days after the occurrence thereof; (ii) the Company files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or
relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; (iii) an involuntary petition is filed against the Company (unless such
petition is dismissed or discharged within ninety (90) days) under any bankruptcy statute now or hereafter in effect, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take
possession, custody or control of any property of the Company; (iv) any representation, warranty, certification, or other statement of fact made or deemed made by or on behalf of the Company pursuant to Section 6 of this Note, proves to have been false or misleading in any material respect on or as of the date made or deemed made; (v) the Company fails to perform or observe any covenant, term, condition, or
agreement contained in Section 6, or (vi) the Company fails to perform or observe any covenant, term, condition, or agreement contained in that certain letter
agreement by and between the Company and the Holder, dated as of February ____, 2026 and such failure to perform and observe is not cured within thirty (30) days after notification of occurrence thereof.
6. Effective Date and Other Changes. This Amendment
shall become effective on the date hereof. Except to the extent hereby amended, the terms and provisions of the Note shall remain in full force and effect.
6. Titles and Subtitles. The titles and subtitles
used in this Amendment are used for convenience only and are not to be considered in construing or interpreting this Amendment.
7. Counterparts. This Amendment may be executed in
two or more counterparts and by facsimile or electronic signature, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
8. Governing Law. The terms of this Agreement shall
be construed in accordance with the laws of the State of California, without regard to conflicts of law principles thereof.
(Remainder of page intentionally left blank, signature pages follow)
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IN WITNESS WHEREOF, the parties have executed this Amendment to the Convertible Promissory Note as of the date set forth above.
COMPANY:
GCT Semiconductor, Inc.
Signed: /s/ John Schlaefer
Print Name: John Schlaefer
Title: President and CEO
IN WITNESS WHEREOF, the parties have executed this Amendment to the Convertible Promissory Notes as of the date set forth above.
HOLDER:
Gogo Business Aviation LLC
Signed: /s/ Christopher Moore
Print Name: Christopher Moore
Title: CEO
Exhibit 10.2
WARRANT ISSUANCE AGREEMENT
This Warrant Issuance Agreement (this “Agreement”)
is dated as of February 24, 2026, between GCT Semiconductor Holding, inc., a Delaware corporation (the “Company”), and Gogo Business Aviation LLC (the “Investor”).
WHEREAS, the Company
wishes to issue to the Investor a warrant to purchase shares of the Company’s Common Stock in consideration of the Investor's agreement to enter into that certain Amendment No. 1 to Convertible Promissory Note (the “Convertible Note Amendment”) amend that certain Convertible Promissory Note issued on February 26, 2024 (as amended by the Convertible Note Amendment, the “Convertible Note”).
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are
hereby acknowledged, the Company and the Investor agree as follows:
ARTICLE I.
DEFINITIONS
DEFINITIONS
1.1 Definitions. In addition to
the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:
“Affiliate” means any Person that, directly or
indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.
“Board of Directors”
means the board of directors of the Company.
“Closing Date”
means the date on which the Warrant is issued to the Investor.
“Commission”
means the United States Securities and Exchange Commission.
“Common Stock” means the common
stock of the Company, par value $0.0001 per share, and any other class of securities into which such securities may hereafter be reclassified or changed.
“Exchange Act” means the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
“Liens” means a lien, charge,
pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.
“Material Adverse Effect” shall mean
any change, event, circumstance, development, condition, occurrence or effect that, individually or in the aggregate, (a) is materially adverse to the business, financial condition, properties, assets, liabilities, stockholders’ equity or results
of operations of the Company and its Subsidiaries, taken as a whole, or (b) materially delays or materially impairs the ability of the Company to comply, or prevents the Company from
complying, with its obligations under this Agreement, the other Transaction Documents, or with respect to the Closing or would reasonably
be expected to do so.
“Person” means an individual or
corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.
“Proceeding” means an action, claim,
suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.
“Registrable Securities” means all
of (i) the Warrants, (ii) the shares of Common Stock issuable upon exercise of the Warrants (the “Warrant Shares”), and (iii) any capital stock of the Company
issued or issuable with respect to the Warrants or the Warrant Shares, including, without limitation, (A) as a result of any stock split, stock dividend, recapitalization, exchange or similar event or otherwise and (B) shares of capital stock of
the Company into which the Warrant Shares are converted or exchanged and shares of capital stock of a successor entity into which the Warrant Shares are converted or exchanged.
“Required Approvals” shall have the
meaning ascribed to such term in Section 3.1(e).
“Rule 424” means Rule 424
promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as
such Rule.
“Securities Act” means the
Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.
“Short Sales” means all “short
sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing shares of Common Stock).
“Subsidiary” means any subsidiary of
the Company, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.
“Trading Day” means a day on which
the principal Trading Market is open for trading.
“Trading Market” means any of the
following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange,
the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).
“Transaction Documents” means this
Agreement, the Warrant, the Convertible Note Amendment, all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.
“Warrant” means the warrant to
purchase Common Stock issued by the Company to the Investor pursuant to this Agreement, substantially in the form attached hereto as Exhibit A.
“Warrant Shares” means the shares of
Common Stock issuable upon exercise of the Warrant.
ARTICLE II.
ISSUANCE OF WARRANTS
ISSUANCE OF WARRANTS
2.1 Issuance. On the date hereof,
the Company shall issue to the Investor a warrant to purchase 500,000 shares of the Company’s Common Stock, with an exercise price of $2.50 per share, subject to the terms and conditions set forth in the Warrant substantially in the form attached
hereto as Exhibit A.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of the
Company. The Company hereby makes the following representations and warranties to the Investor as of the date hereof and as of the Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such
date):
(a) Organization and Qualification.
The Company is an entity duly incorporated, validly existing and in good standing under the laws of the State of Delaware, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently
conducted.
(b) Authorization; Enforcement.
The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and
thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, including the issuance of the Warrant, have been
duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s stockholders in connection herewith or therewith other than in connection with the Required
Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the
valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of
general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and
contribution provisions may be limited by applicable law.
(c) Issuance of the Warrant Shares.
The Warrant Shares, when issued in accordance with the terms of the Warrant, will be validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock
the maximum number of shares of Common Stock issuable pursuant to this Agreement and the Warrant. Subject to the accuracy of the representations and warranties made by the Investor in Section 3.2 hereof, the offer and sale of the Warrant and the
Warrant Shares to the Investor is and will be, in compliance with applicable exemptions from (i) the registration and prospectus delivery requirements of the Securities Act and (ii) the registration and qualification requirements of applicable
securities laws of the states of the United States.
(d) No Conflicts. The
execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Warrant and Warrant Shares and the consummation by it of the transactions contemplated
hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s certificate of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that
with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company, or give to others any rights of termination, amendment, anti-dilution or similar
adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) to which the Company or any Subsidiary is
a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or
other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or
affected; except in the case of each of clauses (ii) and (iii), such as would not have or reasonably be expected to result in a Material Adverse Effect.
(e) Filings, Consents and Approvals.
The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in
connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 5(a) of this Agreement and (ii) the filing of the registration statement required pursuant
to Section 5(f) (collectively, the “Required Approvals”).
(f) SEC Reports. The Company
has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the year preceding the date hereof
(or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such
extension.
(g) Certain Fees. The Investor
shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for brokerage, placement agent, finder’s or other fees or commissions that may be due in connection with the transactions
contemplated by the Transaction Documents.
(h) Listing and Maintenance Requirements.
The Common Stock is registered pursuant to Section 12(b) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock under the
Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. Except as set forth in the SEC Reports, the Company has not, in the 12 months preceding the date hereof, received notice
from any Trading Market on which the Common Stock is or has been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Common Stock is currently eligible for
electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection
with such electronic transfer.
(i) Disclosure. Except with
respect to the material terms and conditions of the transactions contemplated by the Transaction Documents, the Company confirms that neither it nor any other Person acting on its behalf has provided the Issuer or its agents or counsel with any
information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Transaction Documents. All of the disclosure furnished by or on behalf of the Company to the Issuer regarding the
Company and its Subsidiaries, their respective businesses and the transactions contemplated hereby is true and correct in all material respects and does not contain any untrue statement of a material fact or omit to state any material fact
necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading (it being understood that such disclosure furnished by or on behalf of the Company to the Issuer includes the SEC
Reports). The Company acknowledges and agrees that the Investor does not make or has not made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3.2 hereof.
3.2 Representations and Warranties of the
Investor. The Investor hereby represents and warrants as of the date hereof and as of the Closing Date (unless as of a specific date therein, in which case they shall be accurate as of such date) to the Company as follows:
(a) Organization;
Authority. The Investor is an entity duly incorporated or formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or formation with full right, corporate, partnership, limited liability
company or similar power and authority to enter into and consummate the transactions contemplated by the Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Transaction
Documents and performance by the Investor of the transactions contemplated by the Transaction Documents have been duly authorized by all necessary corporate, partnership, limited liability company or similar action, as applicable, on the part of
the Investor. Each Transaction Document to which the Investor is a party has been duly executed by the Investor, and when delivered by the Investor in accordance with the terms hereof, will constitute the valid and legally binding obligation of
the Investor, enforceable against the Investor in
accordance with its terms, except: (i) as limited by general equitable principles and applicable bankruptcy, insolvency,
reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and
(iii) insofar as indemnification and contribution provisions may be limited by applicable law.
(b) Understandings or
Arrangements. The Investor is acquiring the Warrant Shares as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of the
Warrant Shares (this representation and warranty not limiting the Investor’s right to sell the Warrant Shares pursuant to a registration statement or otherwise in compliance with applicable federal and state securities laws). The Investor
understands that the Warrant and the Warrant Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities laws, and is acquiring such Warrant Shares not with a view to or for
distributing or reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Warrant Shares in violation of the Securities Act or
any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Warrant Shares in violation of the Securities Act or any applicable state
securities law.
(c) Investor Status.
At the time the Investor was offered the Warrant Shares, it was, and as of the date hereof it is, and on each date on which it exercises the Warrant, it will be an “accredited investor” as defined in Rule 501(a) under the Securities Act.
(d) Experience of the
Investor. The Investor, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective
investment in the Warrant Shares, and has so evaluated the merits and risks of such investment. The Investor is able to bear the economic risk of an investment in the Warrant Shares and, at the present time, is able to afford a complete loss of
such investment.
(e) Access to Information.
The Investor acknowledges that it has had the opportunity to review the Transaction Documents (including all exhibits and schedules thereto) and has been afforded (i) the opportunity to ask such questions as it has deemed necessary of, and to
receive answers from, representatives of the Company concerning the terms and conditions of the issuance of the Warrant Shares and the merits and risks of investing in the Warrant Shares; (ii) access to information about the Company and its
financial condition, results of operations, business, properties, management and prospects sufficient to enable it to evaluate its investment; and (iii) the opportunity to obtain such additional information that the Company possesses or can acquire
without unreasonable effort or expense that is necessary to make an informed investment decision with respect to the investment.
(f) Compliance with
Securities Act; Reliance on Exemptions. The Investor understands and agrees that the Warrant Shares have not been registered under the Securities Act or any applicable state securities laws, by reason of their issuance in a
transaction that does not require registration under the Securities Act, and that such Warrant Shares must be held indefinitely unless a subsequent disposition is registered or is exempt from such registration. The
Investor understands that the Company is relying in part upon the truth and accuracy of, and the Investor’s compliance
with, the representations, warranties, agreements, acknowledgments and understandings of the Investor set forth herein in order to determine the availability of exemptions from registration and the Investor’s eligibility to acquire the Warrant
Shares.
(g) General Solicitation.
The Investor is not acquiring the Warrant Shares as a result of any advertisement, article, notice or other communication regarding the Warrant Shares published in any newspaper, magazine or similar media or broadcast over television or radio or
presented at any seminar or, to the knowledge of the Investor, any other general solicitation or general advertisement.
(h) Certain Transactions
and Confidentiality. Other than consummating the transactions contemplated hereunder, to the knowledge of the Investor, the Investor has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any
understanding with the Investor, executed any purchases or sales, including Short Sales, of the securities of the Company. Other than to other Persons party to this Agreement or to the Investor’s representatives, including, without limitation, its
officers, directors, partners, legal and other advisors, employees, agents and Affiliates, to the knowledge of the Investor, the Investor has maintained the confidentiality of all disclosures made to it in connection with this transaction
(including the existence and terms of this transaction).
ARTICLE IV.
OTHER AGREEMENTS OF THE COMPANY
4.1 Registration of Securities. On
or prior to the Closing Date, the Company shall issue the Warrants pursuant to the Company’s registration statement on Form S-3 (File No. 333-286316), which was declared effective by the Commission on April 9, 2025 (as amended, supplemented, or
replaced from time to time, the “Shelf Registration Statement”), and, as soon as practicable and as required by the rules and regulations of the Commission, the Company shall prepare and file with the Commission a prospectus or prospectus
supplement, as applicable, pursuant to Rule 424 under the Securities Act, to the Shelf Registration Statement covering the offer and sale by the Company of the Registrable Securities, including the Warrants, to the Investor in accordance with the
terms of this Agreement; provided, however, that if at any time the Company is not eligible to issue the Registrable Securities pursuant to the Shelf Registration Statement, the Company shall as promptly as practicable either amend the Shelf
Registration Statement or file a new registration statement on an appropriate form for the offer and sale of Registrable Securities and use its commercially reasonable efforts to cause such amendment or registration statement to be declared
effective.
4.2 Warrant Shares. If all or any
portion of the Warrant is exercised at a time when there is an effective registration statement covering the issuance of the Warrant Shares pursuant to the Shelf
Registration Statement, the Warrant Shares issued pursuant to any such exercise shall be issued free of all legends. If at any time following the initial effective date of the Shelf Registration Statement, the Shelf Registration Statement (or any
subsequent registration statement registering the issuance of the Warrant Shares) is not effective or is not otherwise available for the issuance of the Warrant Shares, the Company shall immediately notify the holders of the Warrants in writing
that such registration statement is not then effective and thereafter shall promptly notify such holders when the registration statement is effective again and available for the issuance of the
Warrant Shares (it being understood and agreed that the foregoing shall not limit the ability of the Company to issue, or
any Purchaser to sell, any of the Warrant Shares in compliance with applicable federal and state securities laws). The Company shall use best efforts to keep a registration statement registering the issuance of the Warrant Shares effective during
the term of the Warrants.
4.3 Furnishing of Information.
Until the earliest of the time that (i) all Warrant Shares have been disposed of in accordance with an effective registration statement relating thereto or pursuant to Rule 144 and the security is no longer a restricted security; (ii) the date on
which all Registrable Securities may be resold without any volume or manner of sale restrictions and without current public information requirements pursuant to Rule 144, or (iii) the Warrants have expired, the Company covenants to maintain the
registration of the Common Stock under Section 12(b) or 12(g) of the Exchange Act and to timely file (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the
date hereof pursuant to the Exchange Act even if the Company is not then subject to the reporting requirements of the Exchange Act.
4.4 Securities Laws Disclosure; Publicity.
The Company shall (a) by the 9:00 a.m. (New York City time) on the first trading day after the date on which this Agreement is signed, issue a press release or file a Current Report on Form 8-K disclosing the material terms of the transactions
contemplated hereby (the “Cleansing Disclosure”), and (b) file a Current Report on Form 8-K, including the Transaction Documents as exhibits thereto, with the
Commission within the time required by the Exchange Act. From and after the issuance of such Cleansing Disclosure, the Company represents to the Investor have publicly disclosed all material, non-public information delivered to the Investor by the
Company or any of its Subsidiaries, or any of their respective officers, directors, employees, Affiliates or agents, in connection with the transactions contemplated by the Transaction Documents. The Company understands and confirms that the
Investor shall be relying on the foregoing covenant in effecting transactions in securities of the Company. The Company and the Investor shall consult with each other in issuing any other press releases with respect to the transactions contemplated
hereby, and the Company shall not issue any such press release nor otherwise make any such public statement without the prior consent of the Investor, which consent shall not unreasonably be withheld or delayed, except if such disclosure is
required by law, in which case the disclosing party shall promptly provide the other party with prior notice of such public statement or communication. Notwithstanding the foregoing, the Company shall not publicly disclose the name of the Investor,
or include the name of the Investor in any filing with the Commission or any regulatory agency or Trading Market, without the prior written consent of such Purchaser, except (a) as required by federal securities law in connection with the filing of
final Transaction Documents with the Commission and (b) to the extent such disclosure is required by law or Trading Market regulations, in which case the Company shall provide the Investor with prior notice of such disclosure permitted under this
clause (b) and reasonably cooperate with the Investor regarding such disclosure.
4.5 Indemnification of the Investor.
(a) The Company will indemnify and hold harmless the Investor and its officers, directors, members, managers,
partners and agents and successors and assigns, and each other Person, if any, who controls the Investor (within the meaning of Section 15 of the
Securities Act or Section 20 of the Exchange Act) and the officers, directors, partners, members and managers of each
such controlling Person (each, an “Indemnified Person”), against any losses, claims, damages, liabilities, costs (including, without limitation, reasonable
attorneys’ fees) and expenses (collectively, “Losses”), insofar as such Losses arise out of or are based upon any untrue statement or alleged untrue statement or
omission or alleged omission of any material fact contained in the Shelf Registration Statement or other registration statement, any preliminary prospectus or final prospectus, or any amendment or supplement thereof, any violation or alleged
violation by the Company of the Securities Act, the Exchange Act, any other law, including, without limitation, any state securities law, or any rule or regulation thereunder relating to the issuance of the Registrable Securities pursuant to the
Shelf Registration Statement or another registration statement or any violation of this Agreement (collectively, “Violations”); provided, however, that the Company
will not be liable in any such case if and to the extent that any such claim arises out of or is based upon (i) an untrue statement or alleged untrue statement or omission or alleged omission so made in conformity with information furnished by the
Investor or any such controlling person in writing specifically for use in such registration statement or prospectus and was reviewed and approved in writing by the Investor expressly for use in the Shelf Registration Statement, or (ii) the
Investor’s failure to send or give a copy of the prospectus or supplement (as then amended or supplemented), if required (and not exempted) to the Persons asserting an untrue statement or omission or alleged untrue statement or omission at or prior
to the written confirmation of the sale of Registrable Securities.
(b) If for any reason the indemnification provided for in the preceding Section 4.5(a) is unavailable to an
Indemnified Person or insufficient to hold it harmless, other than as expressly specified therein, then the Company shall contribute to the amount paid or payable by the Indemnified Person as a result of such claim in such proportion as is
appropriate to reflect the relative fault of the Indemnified Person and the Company, as well as any other relevant equitable considerations. The relative fault of the Company and the Indemnified Person shall be determined by reference to, among
other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or
such Indemnified Person, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to
include, subject to the limitations set forth in this Agreement, any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any Proceeding to the extent such party would have been indemnified for such fees or
expenses if the indemnification provided for in this Section 4.5 was available to such party in accordance with its terms. No person guilty of fraudulent misrepresentation within the meaning of Section 11(f) of the 1933 Act shall be entitled to
contribution from any person not guilty of such fraudulent misrepresentation. In no event shall the contribution obligation of a holder of Registrable Securities be greater in amount than the dollar amount of the proceeds (net of all expenses paid
by such holder in connection with any claim relating to this Section 4.5 and the amount of any damages such holder has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission) received by it upon the sale of the Registrable Securities giving rise to such contribution obligation.
ARTICLE V.
MISCELLANEOUS
5.1 Fees and Expenses. Except as
expressly set forth in this Agreement to the contrary, each party shall pay the fees and expenses of its advisers, counsel, accountants and other experts, if any, and all other expenses incurred by such party incident to the negotiation,
preparation, execution, delivery and performance of this Agreement. The Company shall pay all Transfer Agent fees (including, without limitation, any fees required for same day processing of any instruction letter delivered by the Company and any
exercise notice delivered by the Investor) stamp taxes and other taxes and duties levied in connection with the delivery of the Warrant Shares to the Investor.
5.2 Entire Agreement. The
Transaction Documents, together with the exhibits and schedules thereto contain the entire understanding of the parties with respect to the subject matter hereof and thereof and supersede all prior agreements and understandings, oral or written,
with respect to such matters, which the parties acknowledge have been merged into such documents, exhibits and schedules.
5.3 Notices. Any and all notices
or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of: (a) the time of transmission, if such notice or communication is delivered via
email attachment at the email address as set forth on the signature pages attached hereto at or prior to 5:30 p.m. (San Jose City time) on a Trading Day, (b) the next Trading Day after the time of transmission, if such notice or communication is
delivered via email attachment at the email address as set forth on the signature pages attached hereto on a day that is not a Trading Day or later than 5:30 p.m. (San Jose City time) on any Trading Day, (c) the second (2nd) Trading Day
following the date of mailing, if sent by U.S. nationally recognized overnight courier service or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such notices and communications shall be as set
forth on the signature pages attached hereto.
5.4 Amendments; Waivers. No
provision of this Agreement may be waived, modified, supplemented or amended except in a written instrument signed by the Company and the Investor. No waiver of any default with respect to any provision, condition or requirement of this Agreement
shall be deemed to be a continuing waiver in the future or a waiver of any subsequent default or a waiver of any other provision, condition or requirement hereof, nor shall any delay or omission of either party to exercise any right hereunder in
any manner impair the exercise of any such right. Any amendment effected in accordance with this Section 5.4 shall be binding upon the Investor and the Company.
5.5 Successors and Assigns. This
Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. The Company may not assign this Agreement or any rights or obligations hereunder without the prior written consent of
the Investor (other than by merger). The Investor may assign any or all of its rights under this Agreement to any Person to whom the Investor assigns or transfers any Warrant Shares, provided
that such transferee agrees in writing to be bound, with respect to the transferred Warrant Shares, by the provisions of
the Transaction Documents that apply to the “Investor.”
5.6 No Third-Party Beneficiaries.
This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other Person, except as otherwise set forth in
this Section 5.6.
5.7 Governing Law. All questions
concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of California, without regard to the principles of
conflicts of law thereof. Each party agrees that all legal Proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party
hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of San Jose. Each party hereby irrevocably submits
to the exclusive jurisdiction of the state and federal courts sitting in the City of San Jose, County of Santa Clara for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed
herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any action or Proceeding, any claim that it is not personally subject to the jurisdiction of any such
court, that such action or Proceeding is improper or is an inconvenient venue for such Proceeding. Each party hereby irrevocably waives personal service of process and consents to process being served in any such action or Proceeding by mailing a
copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service
of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. If any party shall commence an action or Proceeding to enforce any provisions of the
Transaction Documents, then, the prevailing party in such action or Proceeding shall be reimbursed by the non-prevailing party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and
prosecution of such action or Proceeding.
5.8 Survival. The representations
and warranties contained herein shall survive the execution of this Agreement and the delivery of the Warrant Shares.
5.9 Execution. This Agreement may
be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to each other party, it being
understood that the parties need not sign the same counterpart. In the event that any signature is delivered by e-mail delivery of a “.pdf” format data file, such signature shall create a valid and binding obligation of the party executing (or on
whose behalf such signature is executed) with the same force and effect as if such “.pdf” signature page were an original thereof.
5.10 Severability. If any term,
provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in
full force and effect
and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their commercially reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or restriction. It is hereby stipulated and declared to be the intention of the parties that
they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid, illegal, void or unenforceable.
5.11 Remedies. In addition to
being entitled to exercise all rights provided herein or granted by law, including recovery of damages, the Investor will be entitled to specific performance under the Transaction Documents. The Company agrees that monetary damages may not be
adequate compensation for any loss incurred by reason of any breach by the Company of obligations contained in the Transaction Documents and the Company hereby agrees to waive and not to assert in any action for specific performance of any such
obligation the defense that a remedy at law would be adequate.
5.12 WAIVER OF JURY TRIAL.
IN ANY ACTION, SUIT, OR PROCEEDING IN ANY JURISDICTION BROUGHT BY ANY PARTY AGAINST ANY OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY,
IRREVOCABLY AND EXPRESSLY WAIVES FOREVER TRIAL BY JURY.
(Signature Pages Follow)
IN WITNESS WHEREOF, the parties hereto have caused this Warrant Issuance Agreement to be duly executed by their
respective authorized signatories as of the date first indicated above.
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GCT SEMICONDUCTOR HOLDING, INC.
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By: /s/ John Schlaefer
Name: John Schlaefer
Title: Chief Executive Officer
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With a copy to (which shall not constitute notice):
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
Attn: Albert Lung
+1.650.843.7263
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
SIGNATURE PAGE FOR INVESTOR FOLLOWS]
INVESTOR SIGNATURE PAGE TO GCT SEMICONDUCTOR HOLDING, INC.
WARRANT ISSUANCE AGREEMENT
IN WITNESS WHEREOF, the undersigned have caused this Warrant Issuance Agreement to be duly executed by their respective
authorized signatories as of the date first indicated above.
Name of Investor: Gogo Business Aviation LLC
Signature of Investor: /s/ Christopher
Moore
Title of Investor: Chief Executive Officer
Email Address of Investor: [email protected]
Address for Notice to Investor: 105 Edgeview Drive, Suite 300, Broomfield, CO 80021
Address for delivery of Warrant Shares to Investor (if not same as address for notice):
Warrant Shares: 500,000 Beneficial Ownership Blocker □ 4.99% or □ 9.99%
Employer Identification Number: 39-4134605
Exhibit A
Warrant to Purchase Common Stock
Exhibit 10.3
THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)
OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
WARRANT TO PURCHASE COMMON STOCK
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Date of Issuance: February 24, 2026
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Number of Shares: 500,000
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THIS CERTIFIES THAT, for
value received, Gogo Business Aviation LLC, or its registered assigns (the “Holder”),
is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time before the Expiration Time (as defined below) to purchase from GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), up to 500,000 shares of Warrant Stock (as defined below, and as subject to adjustment hereunder) at a price per share of U.S. $2.50 per share, subject to adjustment hereunder (the “Exercise Price”).
1. CERTAIN DEFINITIONS. As used in this
Warrant the following terms shall have the following respective meanings, and capitalized terms used herein and not defined herein shall have the meaning set forth in the Warrant Issuance Agreement dated as of February ___, 2026 between the Company
and Holder:
“Commission” shall mean the U.S.
Securities and Exchange Commission.
“Common Stock Equivalents” shall mean
any securities of the Company or its wholly owned subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at
any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.
“Exchange Act” shall mean the
Securities Exchange Act of 1934, as amended.
“Expiration Time” shall mean the three
(3) years from the date of issuance of this Warrant.
“Person” shall mean any individual,
sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.
“Securities Act” shall mean the
Securities Act of 1933, as amended.
“Warrant” shall include this Warrant
and any warrant delivered in substitution or exchange for this Warrant as provided herein.
“Warrant Stock” shall mean the Common
Stock, $0.0001 par value per share, of the Company, provided, however, that the Warrant Stock shall mean, in the case of a reclassification, recapitalization or other similar capital reorganization, the securities of the Company issued in exchange
for, in lieu of or otherwise for the outstanding Common Stock upon such reclassification, recapitalization or reorganization.
2. EXERCISE OF WARRANT
2.1. Number of Shares; Exercise.
The Holder shall have the right to exercise the Warrant, subject to the terms and conditions of this Warrant, with respect to up to 500,000 shares of Warrant Stock as of the date of issuance of this Warrant. The Company will take all actions
reasonably requested by the Holder to effectuate the exercise pursuant to this Section 2.1, including but not limited to the issuance of shares of Warrant Stock on a
certificated or non-certificated basis and update of the Company’s stock records to reflect the issuance of the Warrant Stock.
2.2 Exercise Mechanics; Payment.
Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time, in accordance with Section 2.1, on or before the Expiration Time by the delivery of a notice of exercise in substantially the form attached hereto as Exhibit A (the “Notice of Exercise”), duly executed
by the Holder, at the principal executive office of the Company, and as soon as practicable after such date, surrendering:
(a) this Warrant and
(b) except in a “cashless exercise” pursuant to Section
2.5, payment in cash (by check) or by wire transfer of an amount equal to the product obtained by multiplying the number of shares of Warrant Stock being purchased upon such exercise by the Exercise Price.
2.3 Partial Exercise; Effective Date of
Exercise. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the Company’s receipt of a Notice of Exercise and the Holder shall be treated for all purposes as the holder of
record of such shares as of the close of business on such date (the “Exercise Date”). In case of any partial exercise of this Warrant, the Company shall cancel this
Warrant upon surrender hereof (or in the event that this Warrant is lost, stolen or destroyed, upon the Company’s receipt of an indemnity agreement) and shall execute and deliver a new Warrant having the same terms as this Warrant for the balance of
the shares of Warrant Stock purchasable hereunder as soon as practicable and in any event not more than fifteen (15) days after exercise of this Warrant.
2.4 Number of Shares of Warrant Stock.
This Warrant shall be exercisable for up to the aggregate number of shares of Warrant Stock set forth on the cover page of this Warrant.
2.5 Cashless Exercise. This
Warrant may also be exercised through a “cashless exercise.” Upon exercise, Holder shall receive the “Net Number” of shares of Warrant Stock determined according to the following formula:
X = Y [(A-B)/A] where
“X” equals the number of Warrant Stock to be issued to the Holder;
“Y” equals the total number of Warrant Stock with respect to which this Warrant is then being exercised;
“A” equals the closing sale price per share of Common Stock as of the trading day on the date immediately preceding the
Exercise Date; and
“B” equals the Exercise Price then in effect on the Exercise Date.
For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares
of Warrant Stock issued in such a “cashless exercise” transaction shall be
2
deemed to have been acquired by the Holder, and the holding period for such shares of Warrant Stock shall be deemed to have commenced, on the
date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).
2.6 Exercise Limitations. The Holder
may notify the Company in writing in the event it elects to be subject to the provisions contained in this Section 2.6; however, the Holder shall not be subject to
this Section 2.6 unless he, she or it makes such election. If the election is made, the Company shall not effect any exercise of this Warrant, and the Holder shall
not have the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after
exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of
the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon
exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially
owned by the Holder or any of its Affiliates, and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a
limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that
the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the
limitation contained in this Section 2.6 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder
together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is
exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation
to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated
thereunder. For purposes of this Section 2.6, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding
shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice from the Company
or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) trading days confirm orally and in writing to the Holder the number of shares of Common
Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since
the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 9.99% of the number of shares of
the Common Stock outstanding immediately after giving effect to the applicable issuance of shares of Common Stock issuable upon exercise of this Warrant, provided that the Holder may decrease such Beneficial Ownership Limitation to 4.99% upon written
notice to the Company , provided, however, that any such increase in the Beneficial Ownership Limitation will not be effective until the sixty-first (61st)
day after such notice is delivered to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or
3
supplements necessary or desirable to properly give effect to such limitation. limitations contained in this paragraph shall apply to a
successor holder of this Warrant. In addition, the number of shares issued and to be issued upon exercise of this Warrant shall not exceed 19.99% of the Company’s outstanding Common Stock (the “Exchange Cap”) unless such issuance of Common Stock in excess of the Exchange Cap complies with rules of the New York Stock Exchange.
3. CERTAIN ADJUSTMENTS. If the Company,
at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of Common Stock (which,
for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse
stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by
a fraction of which the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event and of which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event, and the number of shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant shall remain unchanged. Any adjustment made pursuant to this Section 3 shall become effective immediately after the record date for the determination of stockholders entitled to receive such dividend or distribution and shall
become effective immediately after the effective date in the case of a subdivision, combination or re-classification.
4. LOSS OR MUTILATION. Upon receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, receipt of an indemnity agreement or, in the case of mutilation, upon surrender and
cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant having the same terms as contained in the lost, stolen, destroyed or mutilated Warrant.
5. RESERVATION OF WARRANT STOCK. The
Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of shares of Warrant Stock or other shares of capital stock of the Company as are from time to time issuable upon
exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to authorize sufficient number of shares of Warrant Stock issuable upon exercise of this Warrant.
6. TRANSFER AND EXCHANGE. The Company
shall register the Holder in whose name this Warrant is registered upon the books and records maintained by the Company. Subject to compliance with all applicable securities laws, and only with the written consent of the Company, this Warrant and
all rights hereunder may be transferred by the Holder, in whole or in part at any time and from time to time, on the books and records of the Company maintained for such purpose at the principal executive office of the Company, in person, or by duly
authorized attorney, upon surrender of this Warrant together with a Form of Assignment in substantially the form attached hereto as Exhibit B duly executed by the
Holder and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer.
7. RESTRICTIONS ON TRANSFER. By
acceptance of this Warrant, the Holder hereby agrees that, absent an effective registration statement filed under applicable securities laws covering the disposition or sale of this Warrant or the Warrant Stock issued or issuable upon exercise
hereof, as the case may be, and registration or qualification under applicable securities laws, the Holder will not sell, offer for sale, pledge, hypothecate or otherwise transfer this Warrant or any shares of Warrant Stock, as the case may be,
unless such transfer is exempt from the registration requirements of applicable securities laws. The
4
Company may require an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration
is not required in connection with such transfer.
8. COMPLIANCE WITH SECURITIES LAWS. By
acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any securities purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale
in connection with, any distribution thereof, except pursuant to sales registered or exempted under the Securities Act; that the Holder has had such opportunity as the Holder has deemed adequate to obtain from representatives of the Company such
information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is able to bear the economic risk of holding such shares of Warrant Stock for an indefinite period; that the Holder
understands that shares Warrant Stock will not be registered under the Securities Act (except as required by the Warrant Issuance Agreement) and will be “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act and
that the exemption from registration under Rule 144 will not be available unless adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that, subject to the
Warrant Issuance Agreement, all stock certificates representing shares of Warrant Stock may have affixed thereto a legend substantially in the following form:
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
9. NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. Prior
to exercise, the Holder solely in such Holder’s capacity as a holder of this Warrant shall not be entitled to any right to vote, give or withhold consent to any corporate action, receive notice of meetings or be deemed a holder of the Warrant Stock
issuable upon exercise of this Warrant. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the
Company, whether such liabilities are asserted by the Company or by its creditors.
10. NOTICES. Except as may be otherwise
provided herein, all notices, including but not limited to Notices of Exercise, requests, waivers and other communications made pursuant to this Warrant shall be in writing and shall be deemed to have been received (a) when hand delivered to the
other party; (b) when sent by facsimile to the party’s attention at the email address or facsimile number set forth below, provided that the sending party has confirmation of transmission; (c) five (5) days after deposit in the U.S. mail, first
class, postage prepaid and certified or registered with return receipt requested and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to
the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. A party may change the addresses given below, or designate additional
addresses, for purposes of this section by giving the other party written notice of the new address in the manner set forth above.
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To the Holder:
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To the Company:
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Gogo Business Aviation LLC
105 Edgeview Drive, Suite 300,
Broomfield, CO 80021
Telephone Number: +1 303 301 3289
Email: [email protected]
Attn: Crystal L. Gordon
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GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131
Telephone Number: 408-434-6040
Email: [email protected]
Attn: John Schlaefer
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11. TITLE AND HEADINGS. The titles,
captions and headings in this Warrant are included for ease of reference only and will be disregarded in interpreting or construing this Warrant. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean
“section and exhibits” to this Warrant.
12. LAW GOVERNING. This Warrant shall
be governed in all respects by the laws of the State of California, without regard to principles of conflict of laws.
13. SEVERABILITY. In the event that any
one or more of the provisions contained in this Warrant shall for any reason be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect
any other provision of this Warrant.
14. AMENDMENT. This Warrant may not be
amended, terminated or waived unless mutually agreed by the Company and the Holder in a written amendment to this Warrant executed by a duly authorized officer of the Company and the Holder. The provisions of this Warrant and any amendment,
termination or waiver effected in accordance with this Section 13 shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and
administrators of the parties hereto.
15. ENTIRE AGREEMENT. This Warrant
constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or
written, with respect to such subject matter.
16. SATURDAYS, SUNDAYS AND HOLIDAYS. If
the Expiration Time falls on a Saturday, Sunday or legal holiday, the Expiration Time shall automatically be extended until 5:00 p.m. Pacific Daylight Time on the next business day.
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IN WITNESS WHEREOF, the
Company has caused this Warrant to be executed by its duly authorized officer as of the Date of Issuance set forth on the cover page of this Warrant.
COMPANY:
GCT SEMICONDUCTOR HOLDING, INC.
Signed: /s/ John Schlaefer
Print Name: John Schlaefer
Title: Chief Executive Officer
Agreed to and Accepted By:
HOLDER:
GOGO BUSINESS AVIATION LLC
Signed: /s/ Christopher Moore
Print Name: Christopher Moore
Title: CEO
Exhibit A
NOTICE OF EXERCISE
(To be executed upon exercise of Warrant)
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To: GCT Semiconductor Holding, Inc.
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Date:_____________________
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The undersigned hereby irrevocably elects to exercise the right of purchase represented by the Warrant for, and to purchase
thereunder, the securities of GCT Semiconductor Holding, Inc., as provided for therein, and
☐ tenders herewith payment of the exercise
price in full in the form of cash or a certified or official bank check in same-day funds in the amount of $____________; or
☐ if permitted the cancellation of such
number of shares of Warrant Stock as is necessary, in accordance with the formula set forth in Section 2.5, to exercise this Warrant with respect to the maximum
number of shares of Warrant Stock purchasable pursuant to the cashless exercise procedure set forth in Section 2.5.
for ___________ shares of Warrant Stock.
Please issue a certificate or certificates for such securities in the name of:
Name:
Address:
Note: Unless permitted by the terms of the Warrant and applicable federal and state securities laws, the name specified above must correspond in all respects with the name as written upon
the face of the Warrant in every particular without alteration or change whatsoever.
If the number of shares specified in this Notice of Exercise shall not be all of the shares of Warrant Stock purchasable
under the Warrant, please issue a new Warrant in the name of the undersigned for the balance remaining of the shares of Warrant Stock purchasable thereunder.
IN WITNESS WHEREOF, the
undersigned has caused this Notice of Exercise to be executed by its duly authorized officer as of the date first set forth above.
Signed:
Print Name:
Title:_____________________________
Exhibit B
FORM OF ASSIGNMENT
(To be executed only upon assignment of Warrant)
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To: GCT Semiconductor Holding, Inc.
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Date:_____________________
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FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto ________________________ the attached
Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of
shares of Warrant Stock set forth below, with full power of substitution in the premises:
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Name(s) of Assignee(s)
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Address
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Number of Shares of Warrant Stock
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If the number of shares specified to be transferred in this Form of Assignment shall not be all of the shares of Warrant
Stock purchasable under the Warrant, please issue a new Warrant in the name of the undersigned for the balance remaining of the shares of Warrant Stock purchasable thereunder.
Signed:
Print Name:
Title: __________________________________________