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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): March 15, 2023 (March 14, 2023)

 

 

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-38789

61-1898603

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

9023 Columbine Road

 

Eden Prairie, Minnesota

 

55347

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 703 288-3380

 

 

(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
Symbol(s)

 


Name of each exchange on which registered

N/A

 

N/A

 

N/A

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.

As previously disclosed, on February 16, 2023, KLDiscovery Inc. (the “Company”) filed a petition in the Delaware Court of Chancery under Section 205 of the Delaware General Corporation Law seeking validation of the Second Amended and Restated Certificate of Incorporation of the Company (the “Charter”) and any securities issued in reliance on the validity of the Charter to resolve any uncertainty with respect to those matters (captioned In re KLDiscovery Inc., C.A. No. 2023-0194-LWW (Del. Ch.)) (the “Section 205 Action”).

 

On March 14, 2023, the Court of Chancery held a hearing in the Section 205 Action. The Court of Chancery subsequently issued an order granting the Company’s petition validating (i) the Charter retroactive to the date of its filing with the Office of the Delaware Secretary of State, and (ii) any securities issued in reliance on the validity of the Charter, each as of the original issuance dates. A copy of the Court’s order is filed with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

 

 

Exhibit
Number

 

 

Description

 

99.1

 

Order entered by the Delaware Court of Chancery on March 14, 2023.

104

 

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

 

 

SIGNATURES

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.

 

 

 

KLDiscovery Inc.

 

 

 

 

Date:

March 15, 2023

By:

/s/ Christopher J. Weiler

 

 

Name:

Title:

Christopher J. Weiler
Chief Executive Officer