| Transactions with Related Parties |
18. TRANSACTIONS WITH RELATED PARTIES
During the three and six months ended June 30, 2022 and 2021, related party transactions, other than compensation and similar arrangements in the ordinary course of business, were as follows:
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i.
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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 Business Combination Convertible 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 June 30, 2022. See Note 9 – Notes Payable – for additional information;
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ii.
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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 $12,000, respectively, in the three and six months ended June 30, 2022 (zero and $80,000, respectively, in the three and six months ended June 30, 2021);
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iii.
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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 $57,000 and $113,000, respectively, for the three and six months ended June 30, 2022 ($63,000 and $123,000, respectively, in the three and six months ended June 30, 2021);
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iv.
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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 $28,000, respectively, for the three and six months ended June 30, 2022 ($13,000 and $25,000, respectively, in the three and six months ended June 30, 2021); and
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The following table presents the expenses for transactions with related parties reported in the condensed consolidated statements of operations (in thousands):
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Three Months Ended June 30,
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Six Months Ended June 30,
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2022
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2021
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2022
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2021
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Research and development
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$
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18
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$
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13
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$
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28
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$
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25
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Sales and marketing
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57
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63
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113
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123
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General and administrative
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—
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—
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12
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80
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Financial expense, net
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—
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19
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—
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63
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