Quarterly report pursuant to Section 13 or 15(d)

Transactions with Related Parties

v3.21.2
Transactions with Related Parties
9 Months Ended
Sep. 30, 2021
Related Party Transactions [Abstract]  
Transactions with Related Parties

20. TRANSACTIONS WITH RELATED PARTIES

During the three and nine months ended September 30, 2021 and 2020, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:

 

i.

Unsecured convertible promissory notes, received by Esse Effe and Maya at the closing of the Business Combination, pursuant to the terms of the Stock Purchase Agreement. Maya is affiliated with Dario Calogero and the shares are beneficially owned by a shareholder, Mr. Calogero, who is the Chief Executive Officer and a director of the Company. Esse Effe is affiliated with Dr. Emilio Hirsch, and its shares are beneficially owned by Dr. Hirsch, a shareholder and a director of the Company. Under the terms of the unsecured convertible promissory notes, the previously outstanding principal balance of these notes, plus all accrued and unpaid interest, became due and payable following the private placement equity financing event in support for the consummation of the Merger Agreement for the acquisition of mGage of June 1, 2021. The outstanding principal amount of $3.8 million plus accrued interest of $84,000 was paid in full on June 2, 2021 and the obligation terminated pursuant to its terms. No outstanding amount was due by the Company as of September 30, 2021 ($7.5 million plus $241,000 of accrued interest as of December 31, 2020). See Note 10 – Notes Payable – for additional information;

 

ii.

Legal services rendered by a partner of Studio Legale Chiomenti, a family member of a key manager of the Company. Costs incurred by the Company for the above services were zero and $80,000 in the three and nine months ended September 30, 2021, respectively ($107,000 and $249,000 in the three and nine months ended September 30, 2020, respectively);

 

iii.

Alessandra Levy, the spouse of the Company’s Chief Executive Officer, Dario Calogero, is an employee within the marketing team of Kaleyra S.p.A. Ms. Levy received salary and benefits in the amount of $58,000 and $182,000 for the three and nine months ended September 30, 2021, respectively ($54,000 and $169,000 in the three and nine months ended September 30, 2020, respectively);

 

iv.

Pietro Calogero, the son of the Company’s Chief Executive Officer, Dario Calogero, is an employee within the research and development team of Kaleyra S.p.A. Mr. Pietro Calogero received salary and benefits in the amount of $18,000 and $42,000 for the three and nine months ended September 30, 2021, respectively ($11,000 and $22,000 in the three and nine months ended September 30, 2020, respectively); and

 

v.

As mentioned in Note 12, in the three months ended March 31, 2020, as a result of the modification of the Solutions Infini 2018 Purchase Agreement, a significant portion of the liability for preference shares was replaced with bonus compensation of $3.5 million. During fiscal year 2020, the previously outstanding bonus compensation payable to executive managers was paid in two different installments of $1.4 million on August 31, 2020, and of $883,000 on November 30, 2020. Following the full and final settlement agreements signed on February 3, 2021, the previously outstanding performance bonus obligation of $1.2 million payable to the eligible employees under the Solutions Infini 2018 Purchase Agreement was paid in full by June 30, 2021 and as such the obligation terminated pursuant to its terms and no further obligation remains outstanding as of September 30, 2021. See Note 12 – Preference Shares Liabilities – for further details.

The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Research and development

 

$

18

 

 

$

11

 

 

$

42

 

 

$

22

 

Sales and marketing

 

 

58

 

 

 

54

 

 

 

182

 

 

 

170

 

General and administrative

 

 

 

 

 

107

 

 

 

80

 

 

 

249

 

Financial expense, net

 

 

 

 

 

55

 

 

 

63

 

 

 

299