KALEYRA, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2021-11-09: Form 8-K; Period of report 2021-11-03; Description 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 2.02.
- 2021-10-29: Form 8-K; Period of report 2021-10-28; Description 5.07 Submission of Matters to a Vote of Security Holders; Details 5.07.
- 2021-09-22: Form 8-K; Period of report 2021-09-17; Description 4.01 Changes in Registrant's Certifying Accountant; Details 4.01.
- 2021-08-26: Form 8-K; Period of report 2021-08-25; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 3.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2021-11-09 | 8-K | 2021-11-03 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.02 On November 9, 2021, Kaleyra, Inc., a Delaware corporation (the “Company”) issued a press release announcing its financial results for the third quarter ended September 30, 2021. 5.02 On November 3, 2021, the board of directors (the “Board”) of the Company appointed Mauro Carobene as the Company’s Chief Business Officer, Nicola Junior Vitto as the Company’s Chief Product Officer, and Geoffrey Grauer as the Company’s Senior Vice President of Operations and Customer Success, each effective as of November 3, 2021. | d250127d8k.htm |
| 2021-10-29 | 8-K | 2021-10-28 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On October 28, 2021, Kaleyra, Inc. (the “Company”) held its 2021 Annual Stockholders’ Meeting (the “Annual Meeting”). | d246353d8k.htm |
| 2021-09-22 | 8-K | 2021-09-17 | 4.01 Changes in Registrant's Certifying Accountant | 4.01 (a) On September 17, 2021, the Board of Directors (the “Board”) of Kaleyra, Inc., a Delaware corporation (the “Company”), dismissed BPM LLP (“BPM”), as the Company’s independent registered public accounting firm effective as of the filing of the Company’s Quarterly Report on Form 10-Q for the period ending on September 30, 2021 with the Securities and Exchange Commission. | d192413d8k.htm |
| 2021-08-26 | 8-K | 2021-08-25 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events | 3.01 On August 25, 2021, the NYSE approved the transfer of listing of the common stock, $0.0001 par value per share (the “Common Stock”) of Kaleyra, Inc. (the “Company”). 8.01 On August 26, 2021, the Company issued a press release announcing the transfer of listing from the NYSE American to the NYSE. | d163767d8k.htm |
| 2021-08-25 | 8-K | 2021-08-24 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into Material Definitive Agreement. 8.01 On August 25, 2021, the Company issued a press release announcing the warrant repurchase. | d190220d8k.htm |
| 2021-08-09 | 8-K | 2021-08-04 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On August 9, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021. 7.01 The Company will host a conference call to discuss its second quarter 2021 financial results on August 9, 2021, at 8:00 a.m. | d199900d8k.htm |
| 2021-07-08 | 8-K | 2021-07-08 | 7.01 Regulation FD Disclosure | 7.01 On July 8, Kaleyra Inc., a Delaware corporation (the “Company”), issued a press release announcing the acquisition of Bandyer Srl (“Bandyer”) for an undisclosed amount. | d160460d8k.htm |
| 2021-06-21 | 8-K/A | 2021-06-01 | 9.01 Financial Statements and Exhibits | 9.01 The audited consolidated balance sheets of Vivial Networks LLC (“Vivial Networks”) as of December 31, 2020 and 2019, the related consolidated statements of operations, other comprehensive income loss, shareholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2020, and the related notes thereto and report of independent registered public accounting firm, in the Final Proxy Statement/Prospectus filed with the U.S. Securities and Exchange Commission on May 10, 2021 in the section titled “INDEX TO FINANCIAL STATEMENTS— Vivial Networks LLC -Financial Statements” are incorporated herein by reference. | d188151d8ka.htm |
| 2021-06-14 | 8-K | 2021-06-14 | 7.01 Regulation FD Disclosure | 7.01 As announced in a Current Report on Form 8-K that Kaleyra Inc., a Delaware corporation (the “Company”), filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 7, 2021, the Company completed its acquisition of Vivial Inc. (“Vivial”), and the business owned by Vivial known as mGage (“mGage”), a leading global mobile messaging provider, on June 1, 2021. | d186001d8k.htm |
| 2021-06-08 | 8-K | 2021-06-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On June 2, 2021, the board of directors (the “Board”) of Kaleyra, Inc., a Delaware corporation (f/k/a GigCapital, Inc., hereinafter the “Company”), upon recommendation by the Company’s compensation committee (the “Compensation Committee”), approved the entry into the employment agreement (the “Employment Agreement”) with the Company’s named executive officer, Giacomo Dall’Aglio, setting forth the terms and conditions under which Mr. Dall’Aglio will continue to serve as the Company’s Chief Financial Officer. | d146173d8k.htm |
| 2021-06-07 | 8-K | 2021-06-01 | 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; 3.02 Unregistered Sales of Equity Securities; 8.01 Other Events | 1.01 In connection with the issuance of the Convertible Notes pursuant to the terms of the Convertible Note Subscription Agreements, the Company entered into an indenture (the “Indenture”) with Wilmington Trust, National Association, a national banking association, in its capacity as trustee thereunder (the “Indenture Trustee”), in respect of the $200,000,000 of Convertible Notes that were issued to the Convertible Note Investors. 2.01 The information set forth in the Introductory Note above is incorporated by reference in response to this Item 2.01. 2.03 In connection with the Closing, the Company issued $200,000,000 of Convertible Notes to the Note Investors pursuant to the terms of the Note Subscription Agreements, the Indenture and the Global Note. 3.02 In support of the consummation of the Acquisition, on February 18, 2021, the Company entered into the PIPE Subscription Agreements with the PIPE Investors, pursuant to which, among other things, the Company agreed to issue and sell, in private placements which closed immediately prior to the closing of the Merger, an aggregate of 8,400,000 shares of the Company Common Stock to the PIPE Investors at $12.50 per share, and the Company also entered into the Convertible Note Subscription Agreements with the Convertible Note Investors pursuant to which the Company agreed to issue and sell, in private placements to close immediately prior to the closing of the Merger, $200,000,000 aggregate principal amount of the Convertible Notes. 8.01 On June 1, 2021, the Company announced that it was consummating its previously announced business combination with Vivial Networks, Inc. A copy of the press release issued by the Company announcing the consummation of its business combination is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | d181576d8k.htm |
| 2021-05-28 | 8-K | 2021-05-27 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On May 27, 2021, Kaleyra Inc. (the “Company”) held its special meeting (the “Special Meeting”) of stockholders. | d173890d8k.htm |
| 2021-05-10 | 8-K | 2021-05-10 | 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure | 2.02 On May 10, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended March 31, 2021. 7.01 The Company will host a conference call to discuss its first quarter 2021 financial results on May 10, 2021, at 5:00 p.m. | d212275d8k.htm |
| 2021-04-20 | 8-K | 2021-04-15 | 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 1.02 (Entry Into New Loan Agreement with Simest S.p.A.) is incorporated into this Item 2.03 by reference. | d132067d8k.htm |
| 2021-03-12 | 8-K | 2021-03-09 | 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 As previously disclosed on the Current Report filed by the Company with the SEC on July 17, 2020, the Company’s Board of Directors 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”). | d154159d8k.htm |
| 2021-03-01 | 8-K | 2021-02-23 | 1.01 Entry into a Material Definitive Agreement; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 8.01 In accordance with the terms of the Confirmation, NGFP has fully terminated the Transaction and made a payment in the aggregate amount of $17,044,583.70 to the Company on February 25, 2021. | d138495d8k.htm |
| 2021-02-23 | 8-K | 2021-02-18 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities | 1.01 On February 18, 2021, Kaleyra, Inc., a Delaware corporation (“Kaleyra”), executed an Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 18, 2020, by and among Kaleyra, its wholly-owned subsidiary, Volcano Merger Sub, Inc. (“Merger Sub”), Vivial Inc. (“Vivial”) and GSO Special Situations Master Fund LP, solely in its capacity as the Stockholder Representative (“Stockholder Representative”), for the acquisition of the business owned by Vivial known as mGage (“mGage”), a leading global mobile messaging provider, for $215 million (subject to certain customary adjustments) (the transactions contemplated by the Merger Agreement, the “Merger”). 3.02 The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. | d54975d8k.htm |
| 2021-02-19 | 8-K | 2021-02-19 | 7.01 Regulation FD Disclosure | 7.01 On February 19, 2021, Kaleyra, Inc. (“Kaleyra”) announced the acquisition of mGage (“mGage”), a leading global mobile messaging provider, for $215 million (subject to certain customary adjustments). | d126772d8k.htm |
| 2021-02-19 | 8-K | 2021-02-19 | 7.01 Regulation FD Disclosure | 7.01 On February 19, 2021, Kaleyra, Inc. (“Kaleyra”) issued a press release announcing the acquisition of mGage (“mGage”), a leading global mobile messaging provider, for $215 million (subject to certain customary adjustments). | d115649d8k.htm |
| 2021-02-16 | 8-K | 2021-02-10 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On February 16, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2020. 5.02 On February 10, 2021, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved an award of 115,000 restricted stock units (“RSUs”) to Mr. Dario Calogero, the Company’s Chief Executive Officer, with such award to vest over 16 quarters beginning May 1, 2021, and then on August 1, November 1 and February 1, ending February 1, 2025. 7.01 The Company will host a conference call to discuss its fourth quarter and fiscal year end 2020 financial results on February 16, 2021, at 8:00 a.m. | d132653d8k.htm |