Filed pursuant to Rule 424(b)(3)
Registration Statement No. 333-236253
Prospectus Supplement No. 4
(To Prospectus dated April 21, 2020)
KLDISCOVERY INC.
29,350,000 Shares of Common Stock Issuable upon Exercise of
Outstanding Warrants
This prospectus supplement updates, amends and supplements the prospectus dated April 21, 2020 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1 (Registration No. 333-236253). Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus.
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the SEC on August 5, 2020, which is set forth below.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
KLDiscovery Inc.’s Common Stock and Public Warrants are quoted on the OTC Pink Sheet Market under the symbols “KLDI” and “KLDIW,” respectively. On July 31, 2020, the closing price of our Common Stock was $8.65 and on July 31, 2020, the closing price of our Public Warrants was $0.22.
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE “RISK FACTORS” BEGINNING ON PAGE 6 OF THE PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if the Prospectus or this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is August 5, 2020
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 30, 2020
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KLDiscovery Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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001-38789 |
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61-1898603 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification No.) |
8201 Greensboro Dr. Suite 300 McLean, VA |
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22102 |
(Address of principal executive offices) |
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(Zip Code) |
(703) 288-3380
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
N/A |
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N/A |
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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 5.02Compensatory Arrangements of Certain Officers
On July 30, 2020, KLDiscovery Inc. (the “Company”) and certain key employees have agreed to reductions in salaries. Christopher Weiler, the Company’s Chief Executive Officer, has agreed to a reduction in his annual salary from $350,000 to $300,000, until December 31, 2020, and forego one week’s salary, or $5,769. In addition, Dawn Wilson, the Company’s Chief Financial Officer, has agreed to continue the reduction in her annual base salary from $400,000 to $320,000 until December 31, 2020 and to forego one week’s salary, or $6,154. Finally, Kristina Jones, the Company’s Executive Vice President, Global LT Sales & Marketing, has agreed to continue the reduction her annual base salary from $575,000 to $490,000 until December 31, 2020, and to forego one week’s salary, or $6,539.
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.
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KLDiscovery Inc. |
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Date: August 5, 2020 |
By: |
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/s/ Christopher J. Weiler |
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Name: |
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Christopher J. Weiler |
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Title: |
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Chief Executive Officer |