| Item 5.03 |
Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year |
On March 8, 2023, Kaleyra, Inc. (the “Company”) filed with the Secretary of State of the State of Delaware a Certificate of Amendment (the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation to effect 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 as of 12:01 a.m. Eastern Time on March 9, 2023. Beginning with the opening of trading on 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 has been converted into one (1) share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
The Reverse Stock Split did not reduce the number of authorized shares of Common Stock, or change the par values of the Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder’s ownership percentage of the Company’s shares of Common Stock (except to the extent that the Reverse Stock Split resulted 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 were adjusted as a result of the Reverse Stock Split, as required by the terms of each security. Prior to the Reverse Stock Split, Kaleyra had outstanding issued warrants listed on the NYSE American to purchase a total of 5,440,662 shares of Common Stock, with each whole warrant being exercisable to purchase one share of Common Stock at $11.50 per share. After giving effect to the Reverse Stock Split, these warrants are now exercisable for a total of approximately 1,554,475 shares of Common Stock, with an exercise price of $40.25 per common share.
The foregoing description of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
On March 9, 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.
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