8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 25, 2023

Kaltura, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware	001-40644	20-8128326
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

860 Broadway

3rd Floor

New York, New York 10003

(Address of Principal Executive Offices) (Zip Code)

(646) 290-5445

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbols	Name of each exchange on which registered
Common stock, par value $0.0001 per share	KLTR	The Nasdaq Stock Market LLC
Preferred Stock Purchase Rights	N/A	(1)

(1) Attached to the Common Stock

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).

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 complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2023, the Board of Directors (the “Board”) of Kaltura, Inc. (the “Company”) increased the size of the Board from five to six directors and appointed Eyal Manor as a Class I director of the Company, effective immediately.

Mr. Manor will participate in the Company’s Non-Employee Director Compensation Policy, including a $30,000 annual retainer for his service on the Board. On the effective date of his appointment, Mr. Manor received an award of restricted stock units with a grant date fair value of $180,000, pro-rated to reflect his actual period of service during the year following the Company’s 2022 annual meeting of stockholders (the “Initial Award”). The Initial Award will vest in full on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Company’s stockholders following the grant date and (ii) the first anniversary of the grant date, subject to Mr. Manor’s continued service on the Board through the applicable vesting date.

In connection with his appointment, Mr. Manor entered into the Company’s standard indemnification agreement for directors and officers.

SIGNATURE

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.

	KALTURA, INC.
Date: January 31, 2023	By:	/s/ Yaron Garmazi
	Name:	Yaron Garmazi
	Title:	Chief Financial Officer

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Document and Entity Information	Jan. 25, 2023
Cover [Abstract]
Document Type	8-K
Entity Registrant Name	Kaltura, Inc.
Entity Address, Address Line One	860 Broadway
Entity Address, Address Line Two	3rd Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	(646)
Local Phone Number	290-5445
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity File Number	001-40644
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Central Index Key	0001432133
Amendment Flag	false
Document Period End Date	Jan. 25, 2023
Class of Stock [Line Items]
Entity Tax Identification Number	20-8128326
Entity Incorporation, State or Country Code	DE
Common Stock
Cover [Abstract]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	KLTR
Security Exchange Name	NASDAQ
Class of Stock [Line Items]
Title of 12(b) Security	Common stock, par value $0.0001 per share
Trading Symbol	KLTR
Security Exchange Name	NASDAQ
Preferred Stock
Cover [Abstract]
Title of 12(b) Security	Preferred Stock Purchase Rights
Class of Stock [Line Items]
Title of 12(b) Security	Preferred Stock Purchase Rights