SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2020
(Exact Name of Registrant as Specified in Charter)
(State or other jurisdiction
|Via Marco DAviano, 2, Milano MI, Italy||20131|
|(Address of Principal Executive Offices)||(Zip Code)|
+39 02 288 5841
(Registrants 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
Name of each exchange
on which registered
|Common Stock, par value $0.0001
|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 2.02|| |
Results of Operations and Financial Condition.
On March 16, 2020, Kaleyra, Inc. (the Company) issued a press release announcing its financial results for its fiscal year ended December 31, 2019. A copy of the Companys 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 8.01|| |
In accordance with the Securities and Exchange Commission Order Under Section 36 of the Securities Exchange Act of 1934 Granting Exemptions from Specified Provisions of the Exchange Act and Certain Rules Thereunder, SEC Release No. 34-88318, dated March 4, 2020 (the Order), the Company hereby discloses: (i) that it is relying on the relief provided by the Order in connection with the filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the Annual Report), (ii) as the Company is headquartered in Milan, Italy, the ongoing lockdown and quarantine imposed by the Italian government in response to the COVID-19 public health emergency has made it impossible (a) for the Company and third parties in Italy to provide information to the Companys independent registered public accounting firm to enable the completion of the audit of the Companys consolidated financial statements in time to allow for, or (b) to otherwise enable, the Company to complete the internal processes required to approve and file the Annual Report on a timely basis, and (iii) the Company expects to file the Annual Report on or before March 30, 2020.
The Company does not believe COVID-19 will have a material impact on its business, and the reason the Annual Report cannot be filed timely does not relate to the inability of any person, other than the Company, to furnish any required opinion, report, or certification.
Certain of the statements contained in this report should be considered forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the audit of the financial statements of the Company and the filing of the Annual Report, as well as the Companys expectations, hopes, beliefs, intentions, plans, prospects or strategies regarding the future revenues and the business plans of its management team. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words anticipate, believe, continue, could, estimate, expect, intends, may, might, plan, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this report are based on certain assumptions and analyses made by the management of the Company in light of their respective experience and perception of historical trends, current conditions and expected future developments and their potential effects on the Company as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting the Company will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including the mix of services utilized by the Companys customers and such customers needs for these services, the ability of the Company to expand what it does for existing customers as well as to add new customers, that the Company will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the illness, COVID-19, that it causes, as well as governmental responses to deal with the spread of this illness, may have on the Companys operations, the demand for the Companys products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize, or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
|Item 9.01|| |
Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
|99.1||Press Release dated March 16, 2020.|
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: March 16, 2020
|By:||/s/ Dario Calogero|
|Title:||Chief Executive Officer and President|