false 0001719489 0001719489 2020-07-01 2020-07-01 0001719489 klr:CommonStockParValue0.0001PerShare2Member 2020-07-01 2020-07-01 0001719489 klr:WarrantsAtAnExercisePriceOf11.50PerShareOfCommonStock1Member 2020-07-01 2020-07-01

 

 

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): July 1, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Dall’Aglio Special Performance Bonus

On July 1, 2020, the Compensation Committee of the Board of Directors of Kaleyra, Inc. approved the award of a special performance bonus in the amount of 75,000 Euros to its Chief Financial Officer, Giacomo Dall’Aglio, in recognition of Mr. Dall’Aglio’s performance during difficult circumstances resulting from the COVID-19 pandemic and the effect the disease has had on the ordinary business operating environment.

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: July 2, 2020

By:

 

/s/ Dario Calogero

Name:

 

Dario Calogero

Title:

 

Chief Executive Officer and President