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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| Item 1.01 | Entry into a Material Definitive Agreement. |
Third Amendment to Forward Share Purchase Agreement with Yakira
As previously disclosed on the Current Report on Form 8-K filed by Kaleyra, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019 (the “Agreement Current Report”), 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 Company’s 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.
As previously disclosed on the Current Report on Form 8-K filed with the SEC on February 12, 2020, the Company entered into the Amendment to the Forward Share Purchase Agreement with Yakira on February 7, 2020 (the “First Amendment”). The First Amendment provided 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 Company’s 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.
As previously disclosed on the Current Report on Form 8-K filed with the SEC on May 9, 2020, the Company entered into the Second Amendment to the Forward Share Purchase Agreement with Yakira on May 9, 2020 (the “Second Amendment”). The Second Amendment provided that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.
On December 11, 2020, the Company entered into the Third Amendment to the Forward Share Purchase Agreement (the “Third Amendment”). The Third Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after March 31, 2021, at a purchase price of $11.00 per Rights Share.
The foregoing description is only a summary of the Third Amendment, and is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The Third 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 Third 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: |
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: December 14, 2020
| By: | /s/ Dario Calogero | |
| Name: | Dario Calogero | |
| Title: | Chief Executive Officer and President |