KALEYRA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2020-12-14: Form 8-K; Period of report 2020-12-14; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
- 2020-11-09: Form 8-K; Period of report 2020-11-09; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; Details 2.02.
- 2020-10-23: Form 8-K; Period of report 2020-10-22; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2020-10-02: Form 8-K; Period of report 2020-09-30; Description 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2020-12-14 | 8-K | 2020-12-14 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d88021d8k.htm |
| 2020-11-09 | 8-K | 2020-11-09 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On November 9, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2020. 7.01 The Company will host a conference call to discuss its third quarter 2020 financial results on November 9, 2020, at 8:00 a.m. | d37850d8k.htm |
| 2020-10-23 | 8-K | 2020-10-22 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 22, 2020, Kaleyra, Inc. (the “Company”) held its 2020 Annual Stockholders’ Meeting (the “Annual Meeting”). | d65669d8k.htm |
| 2020-10-02 | 8-K | 2020-09-30 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 3.02 The disclosures set forth above under Item 1.01 are incorporated herein by reference. 8.01 On October 2, 2020, the Company issued a press release announcing the exchange offer. | d78934d8k.htm |
| 2020-09-04 | 8-K | 2020-09-04 | 7.01 Regulation FD Disclosure | 7.01 On September 4 2020, Kaleyra, Inc. (the “Company”) furnished an amended Investor Presentation, (the “Amended Investor Presentation”) attached hereto as Exhibit 99.1 to this Current Report on Form 8-K, which amends the Investor Presentation that was furnished to the Securities and Exchange Commission on August 10, 2020 related to the Company’s financial results for the quarter ended June 30, 2020. | d915416d8k.htm |
| 2020-08-10 | 8-K | 2020-08-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On August 10, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2020. 7.01 The Company will host a conference call to discuss its second quarter 2020 financial results on August 10, 2020, at 4:30 p.m. | d48423d8k.htm |
| 2020-08-03 | 8-K | 2020-07-29 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference. | d945304d8k.htm |
| 2020-07-21 | 8-K | 2020-07-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference. | d908314d8k.htm |
| 2020-07-17 | 8-K | 2020-07-13 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 13, 2020, the Board of Directors (the “Board”) of Kaleyra, Inc. (the “Company”) approved a corporate bonus program that will be utilized to calculate cash and equity bonuses that may become payable to the Company’s employees with respect to the second half of fiscal year 2020 (the “Second Half of 2020 Employee MBO Plan”). | d943288d8k.htm |
| 2020-07-02 | 8-K | 2020-07-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 1, 2020, the Compensation Committee of the Board of Directors of Kaleyra, Inc. approved the award of a special performance bonus in the amount of 75,000 Euros to its Chief Financial Officer, Giacomo Dall’Aglio, in recognition of Mr. Dall’Aglio’s performance during difficult circumstances resulting from the COVID-19 pandemic and the effect the disease has had on the ordinary business operating environment. | d131292d8k.htm |
| 2020-06-25 | 8-K | 2020-06-24 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 On June 24, 2020, the Company issued a press release announcing that it had priced the Offering. | d920730d8k.htm |
| 2020-06-18 | 8-K | 2020-06-18 | 8.01 Other Events | 8.01 On June 18, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing the launch of an underwritten public offering of its common stock. | d943715d8k.htm |
| 2020-06-05 | 8-K | 2020-06-04 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d932922d8k.htm |
| 2020-05-20 | 8-K | 2020-05-18 | 1.02 Termination of a Material Definitive Agreement | 1.02 As previously disclosed by Kaleyra, Inc. (the “Company”) in the Current Reports on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on October 2, 2019, October 3, 2019, December 16, 2019, and January 24, 2020, and the Periodic Report on Form 10-Q as filed with the SEC on May 15, 2020, the Company entered into, and subsequently amended, the Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Kepos Alpha Fund L.P. (“Kepos”). | d833429d8k.htm |
| 2020-05-19 | 8-K | 2020-05-15 | 1.02 Termination of a Material Definitive Agreement | 1.02 As previously disclosed by Kaleyra, Inc. (the “Company”) in the Current Reports on Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019 and December 16, 2019, the Company entered into, and subsequently amended, the Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Glazer Capital, LLC (“Glazer”). | d812905d8k.htm |
| 2020-05-14 | 8-K | 2020-05-09 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d918056d8k.htm |
| 2020-05-11 | 8-K | 2020-05-11 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events | 2.02 On May 11, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2020. 7.01 On May 11, 2020, Kaleyra, Inc. posted to the investor relations page of its corporate website, https://investors.kaleyra.com/sec-filings, an investor presentation. 8.01 In accordance with the Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, SEC Release No. 34-88318, dated March 4, 2020 (the “Original Order”), as superseded by Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Modifying Exemptions from the Reporting and Proxy Delivery Requirements for Public Companies, Release No. 34-88465, dated March 25, 2020 (the “Order”), extending and modifying the exemptions granted by the Original Order, the Company hereby discloses: (i) that it is relying on the relief provided by the Order in connection with the filing of its Quarterly Report on Form 10-Q for the quarter ended March 31, 2020 (the “Quarterly Report”), (ii) as the Company is headquartered in Milan, Italy, the ongoing lockdown and quarantine imposed by the Italian government in response to the COVID-19 public health emergency has impacted its ability working with third parties in Italy to obtain information necessary for the Company to complete the internal processes required for the preparation of the Company’s consolidated financial statements or the review of such consolidated financial statements by the Company’s independent registered public accounting firm in time to allow for, or to otherwise enable, the Company to approve and file the Quarterly Report on a timely basis, and (iii) the Company expects to file the Quarterly Report on or before May 15, 2020. | d895733d8k.htm |
| 2020-05-04 | 8-K | 2020-05-01 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference. 3.02 The information provided under Item 1.01 is incorporated into this Item 3.02 by reference. | d792947d8k.htm |
| 2020-04-30 | 8-K | 2020-04-29 | 3.02 Unregistered Sales of Equity Securities | 3.02 As previously disclosed in its Current Report on Form 8-K (“Current Report”) as filed with the Securities and Exchange Commission (“SEC”), on November 25, 2019, Kaleyra, Inc. (f/k/a GigCapital, Inc.) (the “Company”) consummated its business combination with Kaleyra S.p.A. pursuant to that certain Stock Purchase Agreement, dated as of February 22, 2019, as amended, by and among the Company, Kaleyra S.p.A., the shareholders of Kaleyra S.p.A. (the “Sellers”) and the representative of the Sellers (the “Purchase Agreement”). | d832019d8k.htm |
| 2020-03-26 | 8-K | 2020-03-20 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference. | d867738d8k.htm |
| 2020-03-17 | 8-K | 2020-03-13 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On March 13, 2020, the Compensation Committee and the Board each approved the entry into by the Company of, and the Company entered into, an employment agreement with its Chief Executive Officer, Mr. Calogero (the “Calogero Employment Agreement”). | d832180d8k.htm |
| 2020-03-16 | 8-K | 2020-03-16 | 2.02 Results of Operations and Financial Condition; 8.01 Other Events | 2.02 On March 16, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for its fiscal year ended December 31, 2019. 8.01 In accordance with the Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, SEC Release No. 34-88318, dated March 4, 2020 (the “Order”), the Company hereby discloses: (i) that it is relying on the relief provided by the Order in connection with the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the “Annual Report”), (ii) as the Company is headquartered in Milan, Italy, the ongoing lockdown and quarantine imposed by the Italian government in response to the COVID-19 public health emergency has made it impossible (a) for the Company and third parties in Italy to provide information to the Company’s independent registered public accounting firm to enable the completion of the audit of the Company’s consolidated financial statements in time to allow for, or (b) to otherwise enable, the Company to complete the internal processes required to approve and file the Annual Report on a timely basis, and (iii) the Company expects to file the Annual Report on or before March 30, 2020. | d890283d8k.htm |
| 2020-03-09 | 8-K | 2020-03-06 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference. 3.02 The information provided under Item 1.01 is incorporated into this Item 3.02 by reference. | d895393d8k.htm |
| 2020-02-20 | 8-K | 2020-02-18 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above in Item 1.01 of this Current Report regarding the issuance of the Amended Extension Notes and Amended Working Capital Notes is incorporated by reference herein. | d889852d8k.htm |
| 2020-02-14 | 8-K | 2020-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective February 10, 2020, upon the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors (the “Board”) of Kaleyra, Inc. (the “Company”) appointed Emilio Hirsch, Ph.D., 54, as a Class I member of the Board effective February 10, 2020, to fill the vacancy on the Board resulting from the resignation of Mr. Simone Fubini as set forth below and to serve until the Company’s 2020 annual meeting of shareholders and until his successor is duly elected and qualified. | d886969d8k.htm |
| 2020-02-12 | 8-K | 2020-02-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d880930d8k.htm |
| 2020-02-10 | 8-K | 2020-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing preliminary unaudited financial results for its fiscal year ended December 31, 2019. | d98656d8k.htm |
| 2020-01-24 | 8-K | 2020-01-23 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | d878406d8k.htm |
| 2020-01-14 | 8-K | 2020-01-14 | 7.01 Regulation FD Disclosure | 7.01 On January 14, 2020, Kaleyra, Inc. posted to the investor relations page of its corporate website, https://investors.kaleyra.com/sec-filings, an investor presentation. | d852928d8k.htm |
| 2020-01-10 | 8-K | 2020-01-07 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The disclosure set forth above in Item 1.01 of this Current Report regarding the Letter of Credit and Reimbursement Agreement is incorporated by reference herein. | d865671d8k.htm |