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 7, 2020
KALEYRA, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-38320 | 82-3027430 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Via Marco DAviano, 2, Milano MI, Italy | 20131 | |||
(Address of Principal Executive Offices) | (Zip Code) |
+39 02 288 5841
(Registrants 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):
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ |
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:
Title of each class |
Trading Symbols |
Name of each exchange on which registered |
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Common Stock, par value $0.0001 per share | KLR | NYSE American LLC | ||
Warrants, at an exercise price of $11.50 per share of Common Stock | KLR WS | 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 1.01 |
Entry into a Material Definitive Agreement. |
Amendment to Forward Share Purchase Agreement with Yakira
As previously disclosed on the Current Report on Form 8-K (Current Report) filed by Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the Company), filed with the Securities and Exchange Commission (the SEC) on November 20, 2019, the Company entered into a Forward Share Purchase Agreement, dated as of November 19, 2019 (the Forward Share Purchase Agreement), with Yakira Capital Management, Inc. (Yakira). Pursuant to the terms of the Forward Share Purchase Agreement, Yakira may sell its shares of the Companys common stock, par value $0.0001 per share (the Common Stock), in the open market, at its sole discretion, as long as the sales price is above $10.50 per share.
On February 7, 2020, the Company entered into the Amendment to the Forward Share Purchase Agreement (the Amendment). The Amendment provides that the Company will purchase from Yakira its 43,930 shares of Common Stock into which the rights (the Rights Shares) that Yakira held converted into upon the closing of the Companys previously announced business combination with Kaleyra, S.p.A, which occurred on November 25, 2019 (the Business Combination Closing Date), at a purchase price of $10.93 per Rights Share as soon as practicable on or after the six month anniversary of the Business Combination Closing Date.
The foregoing description is only a summary of the Amendment, and is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The Amendment is included as an exhibit to this Current Report in order to provide investors and security holders with material information regarding its terms. The Amendment is not intended to provide any other factual information about or the Company or Yakira.
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits:
Exhibit
Number |
Description |
|
10.1 | Amendment to Forward Share Purchase Agreement, dated February 7, 2020, by and among Kaleyra, Inc. and Yakira Capital Management, Inc. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: February 12, 2020
By: | /s/ Dario Calogero | |
Name: | Dario Calogero | |
Title: |
Chief Executive Officer and President |
Exhibit 10.1
AMENDMENT TO FORWARD SHARE PURCHASE AGREEMENT
This Amendment to Forward Share Purchase Agreement (this Amendment) is entered into as of February 7, 2020, by and between Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the Company), and Yakira Capital Management, Inc., a Delaware corporation (Yakira). All capitalized terms used herein and not defined shall have the meanings ascribed to them in the Purchase Agreement (as defined below).
Recitals
WHEREAS, the Company and Yakira desire to amend the Forward Stock Purchase Agreement (the Purchase Agreement), dated November 19, 2019, as provided below.
NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Amendment, and for other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto agree as follows:
Agreement
1. Amendment to Purchase Agreement.
a. Section 1.a. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
b. Rights Shares Forward Share Purchase. Subject to the conditions set forth in Section 5 and termination rights set forth in Section 7, Yakira shall sell and transfer to the Company, and the Company shall purchase from Yakira at the purchase price of $10.93 per Rights Share (collectively, the Rights Shares Purchase Price).
b. Section 1.b. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
b. Rights Shares Closing. The Company shall purchase the Rights Shares (including the Additional Rights Shares (as defined below)) as soon as practicable on or after (but no later than the fifth (5th) Business Day after) the six (6) month anniversary (the Rights Shares Closing Date) of the date of the closing of the Business Combination (the Business Combination Closing Date). No later than one (1) Business Day before the Rights Shares Closing Date, Yakira shall deliver a written notice to the Company specifying the number of Rights Shares (including the Additional Rights Shares) the Company is required to purchase, the aggregate Rights Shares Purchase Price and instructions for wiring the Rights Shares Purchase Price to Yakira. The closing of the sale of the Rights Shares (the Rights Shares Closing) shall occur on the Rights Shares Closing Date. On the Rights Shares Closing Date, Yakira shall deliver the Rights Shares (including the Additional Rights Shares) to the Company against receipt of the Rights Shares Purchase Price, which shall be paid by wire transfer of immediately available funds. For purposes of this Agreement, Business Day means any day, other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in San Francisco, California.
c. Section 8.g. of the Purchase Agreement is hereby amended and restated in its entirety as follows:
a. Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (a) personal delivery to the party to be notified, (b) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal
business hours, then on the recipients next Business Day, (c) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Kaleyra, Inc., 1731 Embarcadero Road, Suite 200, Palo Alto, CA 94303, Attention: Chief Financial Officer. All communications to Yakira shall be sent to the address as set forth on the signature page hereof, or to such e-mail address, facsimile number (if any) or address as subsequently modified by written notice given in accordance with this Section 8(a).
2. Effect of Amendment. Except as specifically set forth in this Amendment, all the terms, conditions and covenants set forth in the Purchase Agreement shall remain unmodified and in full force and effect and are ratified in all respects.
3. |
General Provisions. |
a. After the effective date of this Amendment, any reference to the Purchase Agreement shall mean the Purchase Agreement as supplemented by this Amendment. Notwithstanding anything to the contrary in the Purchase Agreement, in the event of a conflict between the terms and conditions of this Amendment and those contained within the Purchase Agreement, the terms and conditions of this Amendment shall prevail.
b. By signing below, each of the signatories hereto represent that they have the authority to execute this Amendment and to bind the party on whose behalf this Amendment is executed.
c. This Amendment may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument.
[Signature page follows]
2
IN WITNESS WHEREOF, the undersigned have executed this Amendment to be effective as of the date first set forth above.
YAKIRA:
Yakira Capital Management, Inc. |
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By: | /s/ Bruce Kallins | |
Name: | Bruce Kallins | |
Title: | President | |
COMPANY:
Kaleyra, Inc. |
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By: | /s/ Dario Calogero | |
Name: | Dario Calogero | |
Title: | Chief Executive Officer and President |
[Signature Page to Amendment to Forward Purchase Agreement]