false 0001719489 0001719489 2020-06-18 2020-06-18 0001719489 klr:CommonStockParValue0.0001PerShareMember 2020-06-18 2020-06-18 0001719489 klr:WarrantsAtAnExercisePriceOf11.50PerShareOfCommonStockMember 2020-06-18 2020-06-18

 

 

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): June 18, 2020

 

KALEYRA, INC.

(Exact Name of Registrant as Specified in Charter)

 

Delaware

 

001-38320

 

82-3027430

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

Via Marco D’Aviano, 2, Milano MI, Italy

 

20131

(Address of Principal Executive Offices)

 

(Zip Code)

+39 02 288 5841

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

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

 

KLR

 

NYSE American LLC

Warrants, at an exercise price of $11.50 per share of Common Stock

 

KLR WS

 

NYSE American LLC

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 8.01 Other Events.

On June 18, 2020, Kaleyra, Inc. (the “Company”) issued a press release announcing the launch of an underwritten public offering of its common stock. A copy of the press release is furnished as Exhibit 99.1 to this report.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy shares of common stock or any other securities, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such an offer, solicitation or sale would be unlawful.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit
Number

   

Description

         
 

99.1

   

Press Release dated June 18, 2020.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document).


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: June 18, 2020

By:

 

/s/ Dario Calogero

Name:

 

Dario Calogero

Title:

 

Chief Executive Officer and President