S-8 1 zk2227414.htm S-8

As filed with the Securities and Exchange Commission on March 3, 2022

Registration No. 333-            

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
 
Kaltura, Inc.
(Exact name of Registrant as specified in its charter)
 
 
Delaware
 
20-8128326
(State or other jurisdiction of
Incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
250 Park Avenue South, 10th Floor
 New York, New York 10003
(646) 290-5445
(Address of principal executive offices) (Zip code)

Kaltura, Inc. 2021 Incentive Award Plan
 (Full title of the plans)
 
 
Ron Yekutiel
Chairman and Chief Executive Officer
Kaltura, Inc.
250 Park Avenue South, 10th Floor
New York, New York 10003
(646) 290-5445
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
 
With copies to:

Marc D. Jaffe, Esq.
Nitzan Hirsch-Falk
Joshua G. Kiernan, Esq.
Yuval Oren
Benjamin J. Cohen, Esq.
Yoav Meer
Latham & Watkins LLP
H-F & Co.
1271 Avenue of the Americas
Rubinstein House,
New York, New York 10020
20 Lincoln St.
(212) 906-1200
10th Floor
 
Tel Aviv, Israel
 
Telephone: +972 (3) 794-4888
 
Fax: +972 (3) 794-4878
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer ☐
Accelerated filer ☐
   
Non-accelerated filer ☒
Smaller reporting company ☐
   
 
Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for comply with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
 
EXPLANATORY NOTE
 
This Registration Statement on Form S-8 is being filed for the purpose of registering an additional 6,346,255 shares of Kaltura, Inc.’s (the “Registrant”) common stock to be issued pursuant to the Kaltura, Inc. 2021 Incentive Award Plan (the “2021 Plan”) and for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective.

INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8
 
The contents of the Registration Statement on Form S-8 (File No. 333-258261), filed with the Securities and Exchange Commission, relating to the 2021 Plan, are incorporated herein by reference.

Item 8.     Exhibits

Exhibit
Number
  
 
Description
 
  
 
 
 
  
 
 
 
  
 
 
 
  
 

 
  
 
 
 
  
 
 
     
 
     
 

*
Filed herewith.

 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on March 3, 2022.
 
 
KALTURA, INC.

By: /s/ Ron Yekutiel
       Ron Yekutiel
       Chairman and Chief Executive Officer

POWER OF ATTORNEY
 
Each person whose signature appears below hereby constitutes and appoints Ron Yekutiel and Yaron Garmazi, or each of them singly, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this registration statement and any and all amendments, including post-effective amendments to this registration statement, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary or desirable to be done in connection therewith as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof.
 
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated. 
 
Signature
  
Title
  
Date
         
/s/ Ron Yekutiel
  
Chairman and Chief Executive Officer
  
March 3, 2022
Ron Yekutiel
  
(Principal Executive Officer)
    
         
/s/ Yaron Garmazi
  
Chief Financial Officer
  
March 3, 2022
Yaron Garmazi
  
(Principal Financial and Accounting Officer)
    
         
/s/ Richard Levandov
  
Director
  
March 3, 2022
Richard Levandov
        
         
/s/ Shay David
  
Director
  
March 3, 2022
Shay David
        
         
/s/ Ronen Faier
  
Director
  
March 3, 2022
Ronen Faier
        
         
/s/ Naama Halevi Davidov
  
Director
  
March 3, 2022
Naama Halevi Davidov