Current Report Filing (8-k)
07 Marzo 2023 - 5:08AM
Edgar (US Regulatory)
false 0001719489 --12-31 0001719489 2023-03-06 2023-03-06 0001719489 klr:CommonStockParValue0.0001PerShare2Member 2023-03-06 2023-03-06 0001719489 klr:WarrantsAtAnExercisePriceOf11.50PerShareOfCommonStock1Member 2023-03-06 2023-03-06
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): March 6, 2023
KALEYRA, INC.
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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001-38320 |
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82-3027430 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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85 Broad Street, New York City, NY |
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10004 |
(Address of Principal Executive Offices) |
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(Zip Code) |
+1 917 508 9185
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbols |
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Name of each exchange on which registered |
Common Stock, par value $0.0001 per share |
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KLR |
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New York Stock Exchange |
Warrants, at an exercise price of $11.50 per share of Common Stock |
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KLR WS |
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NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03 |
Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year |
On March 6, 2023, Kaleyra, Inc. (the “Company”) announced that, following shareholder approval at the Special Meeting of the stockholders held on February 14, 2023, the Company’s Board of Directors has approved a 1-for-3.5 reverse stock split (the “Reverse Stock Split”) of the Company’s issued and outstanding shares of common stock, par value $0.0001 per share (the “Common Stock”), effective upon the related Amendment to the Company’s Second Amended and Restated Certificate of Incorporation becoming effective pursuant to Delaware law. Beginning with the opening of trading on or about March 9, 2023, Kaleyra’s Common Stock will trade on the New York Stock Exchange on a split-adjusted basis under new CUSIP number 483379202 and will continue to trade under the symbol “KLR.”
As a result of the Reverse Stock Split, every three and one-half (3.5) shares of Common Stock issued and outstanding will be converted into one (1) share of Common Stock. No fractional shares shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares because they hold a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio will automatically be entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
The Reverse Stock Split will not reduce the number of authorized shares of Common Stock, or change the par values of the Common Stock. The Reverse Stock Split will affect all stockholders uniformly and will not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split would result in some of the stockholders receiving an additional fractional share). All outstanding options, warrants, restricted stock units and similar securities entitling their holders to receive or purchase shares of Common Stock will be adjusted as a result of the Reverse Stock Split, as required by the terms of each security.
On March 6, 2023, the Company issued a press release announcing the Reverse Stock Split. A copy of the press release is filed herewith as Exhibit 99.1 hereto.
Item 9.01 |
Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: March 6, 2023
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By: |
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/s/ Dario Calogero |
Name: |
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Dario Calogero |
Title: |
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Chief Executive Officer and President |
Kaleyra (AMEX:KLR)
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