UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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).
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| Item 1.01 | Entry into Material Definitive Agreement. |
On September 30, 2020, Kaleyra, Inc. (the “Company”) entered into a Warrant Exchange Agreement (the “Agreement”) with Riverview Group LLC (“Riverview”). Riverview previously acquired warrants to purchase an aggregate of 3,780,000 shares of its common stock, par value $0.0001 per share (the “Common Stock”) initially issued by the Company in its initial public offering on December 7, 2017 (the “Warrants”). Pursuant to the Agreement, on October 2, 2020, the Company is issuing an aggregate of 850,500 shares of Common Stock to Riverview in exchange for the surrender and cancellation of the Warrants held by such holder.
The above summary of the Agreement does not purport to be complete and is qualified in its entirety to the full text of the Agreement, which is filed as Exhibits 10.1 to this Current Report on Form 8-K and are qualified herein by this reference.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The disclosures set forth above under Item 1.01 are incorporated herein by reference. The issuance by the Company of the shares of Common Stock in exchange for the surrender and cancellation of the Warrants is being made in reliance on Section 3(a)(9) of the Securities Act of 1933, as amended.
| Item 8.01 | Other Events. |
On October 2, 2020, the Company issued a press release announcing the exchange offer. A copy of this press release is attached as Exhibit 99.1 hereto.
| Item 9.01 | Financing Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1* | Warrant Exchange Agreement, dated September 30, 2020, by and between Kaleyra, Inc. and Riverview Group LLC | |
| 99.1 | Press Release dated October 2, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
| * | Portions of this exhibit have been omitted in compliance with Item 601 of Regulation S-K. |
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 2, 2020
| By: | /s/ Dario Calogero | |
| Name: | Dario Calogero | |
| Title: | Chief Executive Officer and President |