Quarterly report pursuant to Section 13 or 15(d)

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited)

v3.21.2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)
$ in Thousands
Total
mGage
Cowen
Common Stock
Common Stock
mGage
Common Stock
Cowen
Additional Paid-in Capital
Additional Paid-in Capital
mGage
Additional Paid-in Capital
Cowen
Treasury Stock
Accumulated Other Comprehensive Income (Loss)
Accumulated Deficict
Beginning balance at Dec. 31, 2019 $ (38,774)     $ 2     $ 2,143       $ 74 $ (40,993)
Beginning balance, shares at Dec. 31, 2019       19,977,113                
Common stock repurchased in connection with forward share purchase agreements             30,431     $ (30,431)    
Common stock repurchased in connection with forward share purchase agreements, shares       (2,798,058)           2,798,058    
Change in forward share purchase agreement liability 1,671           1,671          
Stock-based compensation (RSUs) 15,756           15,756          
Stock-based compensation (RSUs), shares       189,104                
Proceeds from issuance of common stock in public offering, net of issuance costs 36,152     $ 1     36,151          
Proceeds from issuance of common stock in public offering, net of issuance costs, shares       8,762,694                
Common stock issued to sellers (Earn-out 2019) [1],[2] 3,422           3,422          
Common stock issued to sellers (Earn-out 2019), shares       1,763,633                
Common stock issued to settle a payable, shares [1],[2]       580,595                
Net loss (22,284)                     (22,284)
Other comprehensive income (loss) (1,807)                   (1,807)  
Ending balance at Sep. 30, 2020 (5,864)     $ 3     89,574     $ (30,431) (1,733) (63,277)
Ending balance, shares at Sep. 30, 2020       28,475,081           2,798,058    
Beginning balance at Jun. 30, 2020 (8,990)     $ 3     74,284     $ (24,218) (1,115) (57,944)
Beginning balance, shares at Jun. 30, 2020       27,999,713           2,258,510    
Common stock repurchased in connection with forward share purchase agreements             6,213     $ (6,213)    
Common stock repurchased in connection with forward share purchase agreements, shares       (539,548)           539,548    
Stock-based compensation (RSUs) 4,922           4,922          
Stock-based compensation (RSUs), shares       30,000                
Proceeds from issuance of common stock in public offering, net of issuance costs 4,155           4,155          
Proceeds from issuance of common stock in public offering, net of issuance costs, shares       984,916                
Net loss (5,333)                     (5,333)
Other comprehensive income (loss) (618)                   (618)  
Ending balance at Sep. 30, 2020 (5,864)     $ 3     89,574     $ (30,431) (1,733) (63,277)
Ending balance, shares at Sep. 30, 2020       28,475,081           2,798,058    
Beginning balance at Dec. 31, 2020 (7,429) [3]     $ 3     93,628     $ (30,431) (2,826) (67,803)
Beginning balance, shares at Dec. 31, 2020       30,288,687           2,798,058    
Change in forward share purchase agreement liability 17,528           17,528          
Conversion of Note     $ 2,295           $ 2,295      
Conversion of Note, shares           303,171            
Forfeiture of 2020 Sponsor Earnout Shares [4] 1,244           1,244          
Forfeiture of 2020 Sponsor Earnout Shares, shares [4]       (469,343)                
Stock-based compensation (RSUs) 16,556           16,556          
Stock-based compensation (RSUs), shares       1,310,550                
Warrants repurchase [5] (5,474)           (5,474)          
Common stock issued to sellers (Earn-out 2019), shares [6]         1,600,000              
Warrants exercised for common stock 2,872           2,872          
Warrants exercised for common stock, shares       249,706                
Fair value of warrants (326)           (326)          
Net loss (26,704) $ 5,700                   (26,704)
Other comprehensive income (loss) 534                   534  
Ending balance at Sep. 30, 2021 118,979     $ 4     246,205     $ (30,431) (2,292) (94,507)
Ending balance, shares at Sep. 30, 2021       41,682,771           2,798,058    
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs 99,051     $ 1     99,050          
Proceeds from issuance of common stock in Private Investment in Public Equity offering, net of issuance costs, shares       8,400,000                
Common stock issued to sellers [6]   18,832           $ 18,832        
Beginning balance at Jun. 30, 2021 130,073     $ 4     245,452     $ (30,431) (2,304) (82,648)
Beginning balance, shares at Jun. 30, 2021       41,307,336           2,798,058    
Stock-based compensation (RSUs) 6,227           6,227          
Stock-based compensation (RSUs), shares       375,435                
Warrants repurchase [5] (5,474)           (5,474)          
Net loss (11,859) $ 4,700                   (11,859)
Other comprehensive income (loss) 12                   12  
Ending balance at Sep. 30, 2021 $ 118,979     $ 4     $ 246,205     $ (30,431) $ (2,292) $ (94,507)
Ending balance, shares at Sep. 30, 2021       41,682,771           2,798,058    
[1]

On March 6, 2020, the Company issued to Northland Securities Inc. (“Northland”) 140,000 shares of the Company’s common stock as a partial settlement of the amounts owned to Northland for financial advisory services provided by Northland to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

[2]

On May 1, 2020, the Company issued to Cowen and Chardan Capital Markets, LLC (“Chardan”) an aggregate of 440,595 shares of the Company’s common stock (“Settlement Shares”), consisting of 374,506 Settlement Shares issued to Cowen, and 66,089 Settlement Shares issued to Chardan, as a partial settlement of the amounts owed to Cowen and Chardan for financial advisory services provided by Cowen and Chardan to Kaleyra S.p.A. in connection with the previously consummated Business Combination.

[3]

The condensed consolidated balance sheet as of December 31, 2020 has been derived from the audited consolidated financial statements as of that date.

[4]

On March 16, 2021, upon the final determination that GigAcquisitions, LLC, Cowen Investments II LLC (“Cowen”), Irwin Silverberg and Jeffrey Bernstein (the “Sponsors”) were not entitled to receive the final 50% of the Earnout Shares (“2020 Sponsors’ Earnout Shares”) pursuant to the terms of the Purchase Agreement entered into on February 22, 2019, such number of 2020 Sponsors’ Earnout Shares that have not vested were forfeited by all but one Sponsor. That remaining Sponsor has agreed with the Company to settle its portion of the 2020 Sponsors’ Earnout Shares in cash in lieu of forfeiting its shares.

[5]

On August 24, 2021, the Company entered into Warrant Repurchase Agreements with certain holders to repurchase warrants held by these holders for the purchase of an aggregate amount of 1,684,470 shares of the Company’s common stock. The warrants were initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Warrant Repurchase Agreements, on August 27, the Company paid $3.25 per underlying share of common stock to repurchase these warrants, at an aggregate purchase price of $5.5 million for the surrender and cancellation of these warrants held by such holders.

[6]

On June 1, 2021, the Company completed its acquisition of mGage for a total purchase price of $218.0 million, consisting of both cash and common stock consideration. On August 30, 2021, the Company prepared and delivered to the Stockholder Representative a written statement (the “Post-Closing Statement”) setting forth the calculation of closing cash and closing net working capital which ultimately resulted in the final Merger consideration to be equal to $217.0 million pursuant to the terms of the Merger Agreement. The original cash consideration amounted to $199.2 million of which $198.6 million was paid on June 1, 2021 and the remaining amount was settled through the period ended September 30, 2021. The original cash consideration was reduced by $1.0 million due to a working capital adjustment. The common stock consideration was paid with the issuance to Vivial’s former equity holders of a total of 1,600,000 shares of Kaleyra common stock at $11.77 per share closing price of the Company’s common stock on the date of issuance, equal to $18.8 million.