KALEYRA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2023-10-10: Form 8-K; Period of report 2023-10-05; Description 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.01.
- 2023-09-28: Form 8-K; Period of report 2023-09-28; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2023-08-14: Form 8-K; Period of report 2023-08-11; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events; Details 5.02.
- 2023-06-30: Form 8-K; Period of report 2023-06-28; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2023-10-10 | 8-K | 2023-10-05 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.01 The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference in this Item 1.01. 2.01 The information set forth in the Introductory Note and in Items 2.03, 3.03, 5.02, 5.03 and 8.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. 2.03 On October 5, 2023, the Company and Wilmington Trust, National Association, a national banking association, as trustee (the “Trustee”), entered into the First Supplemental Indenture (the “Supplemental Indenture”) to the Indenture, dated as of June 1, 2021 (the “Indenture”), relating to the Company’s 6.125% Convertible Senior Notes due 2026 (the “Notes”). 3.01 The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 3.01. 3.03 As a result of the Merger, each issued and outstanding share of Company Common Stock was cancelled and each holder of Company Common Stock ceased to have any rights as a stockholder of the Company other than the right to receive the merger consideration as set forth in the Merger Agreement. 5.02 The information set forth in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.02. 5.03 The information contained in the Introductory Note and in Item 2.01 of this Current Report on Form 8-K is incorporated by reference in this Item 5.03. 8.01 On October 5, 2023, the Company issued a press release announcing the closing of the Merger. | d915044d8k.htm |
| 2023-09-28 | 8-K | 2023-09-28 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 On September 28, 2023, Kaleyra, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). 8.01 On September 28, 2023, the Company issued a press release announcing that the stockholders of the Company approved the Merger at a special meeting of stockholders held on September 28, 2023. | d470021d8k.htm |
| 2023-08-14 | 8-K | 2023-08-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 Nicola Vitto has announced his resignation from his position as Chief Product & Technology Office with Kaleyra, Inc. (the “Company”), with such resignation to become effective on September 4, 2023. 8.01 As previously disclosed, on June 28, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Tata Communications”), pursuant to which, at the closing, upon the terms and subject to the conditions set forth therein, a wholly owned subsidiary of Tata Communications will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Tata Communications (the “Merger”). | d503031d8k.htm |
| 2023-06-30 | 8-K | 2023-06-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d450414d8k.htm |
| 2023-06-28 | 8-K | 2023-06-28 | 8.01 Other Events | 8.01 On June 28, 2023, Kaleyra, Inc. (the “Company” or “Kaleyra”) and Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Tata Communications”), issued a joint press release announcing execution of the Agreement and Plan of Merger, dated as of June 28, 2023 (the “Merger Agreement”), by and among the Company and Tata Communications, pursuant to which, at the closing, upon the terms and subject to the conditions set forth therein, Merger Sub, a Delaware corporation and wholly owned subsidiary of Tata Communications to be formed by Tata Communications, will merge with and into the Company (the “Merger”), with the Company being the surviving corporation in the Merger. | d414322d8k.htm |
| 2023-05-12 | 8-K | 2023-05-08 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 8, 2023, the board of directors of Kaleyra, Inc., a Delaware corporation (f/k/a GigCapital, Inc., hereinafter the “Company”), upon recommendation by the Company’s compensation committee, approved a market adjustment increase to the base salary payable to Nicola Junior Vitto, the Company’s Chief Product and Technology Officer, by approximately 1.6% of base salary, effective as of April 1, 2023. | d478592d8k.htm |
| 2023-04-06 | 8-K | 2023-04-03 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On April 3, 2023, Kaleyra, Inc. (the “Company”) received written notice (the “Notice”) from the New York Stock Exchange (the “NYSE”) that the Company no longer satisfies the continued listing standards set forth under Section 802.01B of the NYSE’s Listed Company Manual because the average market capitalization of the Company over a consecutive 30 trading-day period was less than $50 million and, at the same time, the Company’s last reported stockholders’ equity was less than $50 million (the “Market Capitalization Deficiency”). 7.01 As required under the NYSE rules, the Company issued a press release on April 6, 2023, announcing that it had received the Notice from the NYSE described in Item 3.01. | d448208d8k.htm |
| 2023-03-09 | 8-K | 2023-03-08 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 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. | d477568d8k.htm |
| 2023-03-07 | 8-K | 2023-03-06 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 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. | d377325d8k.htm |
| 2023-02-15 | 8-K | 2023-02-14 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On February 14, 2023, Kaleyra, Inc. (the “Company”) held a Special Meeting of Stockholders (the “Special Meeting”). | d413132d8k.htm |
| 2023-02-15 | 8-K | 2023-02-15 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On February 15, 2023, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2022. 7.01 The Company will host a conference call to discuss its fourth quarter and fiscal year 2022 financial results on February 15, 2023, at 4:30 p.m. | d413066d8k.htm |