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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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 2.02 | Results of Operations and Financial Condition. |
On August 9, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2021. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chairman, Chief Executive Officer and Chief Financial Officer Special Achievement Bonus
On August 4, 2021, the Compensation Committee of the Board of Directors of the Company (the “Committee”) proposed and the Board of Directors of the Company approved a one-time discretionary special achievement bonus consisting of cash and restricted stock units (“RSUs”), for the Chairman of the Board, the Chief Executive Officer and the Chief Financial Officer as set forth below:
| • | Dr. Avi Katz, the Chairman of the Board of Directors, was awarded a cash bonus in the amount of $500,000 and 100,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets; |
| • | Dario Calogero, the Company’s Chief Executive Officer, was awarded a cash bonus in the amount of $500,000 and 100,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets; and |
| • | Giacomo Dall’Aglio, the Company’s Chief Financial Officer, was awarded a cash bonus in the amount of $500,000 and an award of 103,000 RSUs which vest on May 1, 2022 provided that the Company achieves in fiscal year 2021, certain total revenue and adjusted gross margin targets. |
The Company may on behalf of Messrs. Calogero and Dall’Aglio withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Messrs. Calogero and Dall’Aglio. The RSU awards are being made using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these RSUs is qualified in its entirety by reference to such form.
| Item 7.01 | Regulation FD Disclosure |
The Company will host a conference call to discuss its second quarter 2021 financial results on August 9, 2021, at 8:00 a.m. Eastern time. On August 9, 2021, the Company posted an investor presentation to the Investor Relations section of its website www.kaleyra.com, in connection with the earnings call for the quarter ended June 30, 2021. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.
This Report shall not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.
Please refer to Exhibit 99.2 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
| Exhibit Number |
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| 99.1 | Press Release dated August 9, 2021. | |
| 99.2 | Investor Presentation dated August 9, 2021. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
Dated: August 9, 2021
| By: | /s/ Dario Calogero | |
| Name: | Dario Calogero | |
| Title: | Chief Executive Officer and President |