Quarterly report pursuant to Section 13 or 15(d)

Net Loss Per Share

v3.20.2
Net Loss Per Share
9 Months Ended
Sep. 30, 2020
Earnings Per Share [Abstract]  
Net Loss Per Share

16. NET LOSS PER SHARE

The Business Combination was accounted for as a reverse recapitalization in accordance with US GAAP. Accordingly, weighted average shares outstanding for purposes of the net loss per share calculation have been retrospectively adjusted to reflect the exchange ratio established in the Business Combination.

The following table sets forth the calculation of basic and diluted net loss per share during the period presented (in thousands, except share and per share data):

 

 

 

Three Months Ended September 30,

 

 

Nine Months Ended September 30,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

Net income (loss)

 

$

(5,333

)

 

$

812

 

 

$

(22,284

)

 

$

(1,869

)

Weighted-average shares used to compute net income (loss) per common share, basic and diluted

 

 

28,330,869

 

 

 

10,687,106

 

 

 

22,972,425

 

 

 

10,687,106

 

Net income (loss) per common share, basic

 

$

(0.19

)

 

$

0.08

 

 

$

(0.97

)

 

$

(0.17

)

Net income (loss) per common share, diluted

 

$

(0.19

)

 

$

0.08

 

 

$

(0.97

)

 

$

(0.17

)

 

The Company generated a net loss for the three and nine months ended September 30, 2020 and generated a net income and a net loss for the three and nine months ended September 30, 2019, respectively. Accordingly, the effect of dilutive securities is not considered in the net loss per share for the periods in which a net loss was generated because their effect would be anti-dilutive on the net loss per share.

For the three and nine months ended September 30, 2020, the weighted-average number of outstanding shares of common stock equivalents, which were excluded from the calculation of the diluted net loss per share as their effect would be anti-dilutive, was 16,803,358 and 17,184,630, respectively (zero for the three and nine months ended September 30, 2019, respectively).

Warrants

Warrants will only be exercisable for whole shares at $11.50 per share. Under the terms of the Warrant agreement dated December 12, 2017, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act, following the completion of the Business Combination, for the registration of the shares of common stock issuable upon exercise of the Warrants there were included in the Units. That registration statement was filed by the Company on May 4, 2020 and declared effective by the SEC on May 8, 2020. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the

nearest whole number for the number of shares of common stock to be issued to the Warrant holder. Each Warrant became exercisable 30 days after the completion of the Business Combination and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of the Warrants during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $18.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders.

On September 30, 2020, Kaleyra entered into a Warrant Exchange Agreement with Riverview Group LLC (“Riverview”) (the “Riverview Agreement”). Riverview previously acquired warrants to purchase an aggregate of 3,780,000 shares of the Company’s common stock, par value $0.0001 per share, initially issued by the Company in its initial public offering on December 7, 2017. Pursuant to the Riverview Agreement, on October 2, 2020, Riverview surrendered the warrant shares and the Company issued an aggregate of 850,500 shares of common stock to Riverview in exchange for the warrants. There was no incremental value incurred in this exchange transaction. See Note 19 – Subsequent Events – for further details.

As of September 30, 2020, there were 11,154,938 warrants outstanding.

Subsequent to September 30, 2020, pursuant to the effects of the Riverview Agreement, the total number of outstanding warrants was reduced to 7,374,938 outstanding warrants from the 11,154,938 previously outstanding warrants. See Note 19 – Subsequent Events – for further details.