| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 6, 2020, as consideration for financial advisory services provided by Northland Securities, Inc. (“Northland”) to Kaleyra S.p.A. in connection with the previously consummated business combination between Kaleyra Inc. (f/k/a GigCapital, Inc.) (the “Company”) and Kaleyra S.p.A., the Company, as successor to Kaleyra S.p.A., agreed to pay to Northland, in full satisfaction of all amounts owned to Northland, the following amounts: (i) $100,000 in cash (the “Northland Cash Payment”), (ii) a promissory note for the principal amount of $400,000, together with all accrued but unpaid interest thereon (the “Northland Note”), and (iii) 140,000 shares of the Company’s common stock, par value $0.0001 per share (the “Northland Common Stock Payment”).
Interest on the Northland Note will accrue at the rate of 8% per annum (subject to adjustment as described below) compounded annually commencing on March 1, 2020, and will continue until the Note is fully paid. The Northland Note will be payable in a single installment at maturity on December 31, 2020, and may be prepaid by the Company in whole or in part at any time without penalty or premium at the Company’s option. On the closing date of any transaction or series of transactions in which the Company raises any capital through debt or equity financing(s) while the Northland Note is outstanding, with total proceeds to the Company of at least $15,000,000, the entire outstanding principle of the Northland Note and all accrued interest thereon will be due and payable by the Company. In the event that the Northland Note is prepaid in full prior to April 30, 2020, there will be no interest due on the Note, and if prepaid in full on or after April 30, 2020 and prior to December 31, 2020, the interest thereon will be recalculated at the time of prepayment at the rate of 4% per annum.
The Northland Common Stock Payment was issued to Northland in accordance with the terms of that certain Securities Issuance Agreement, dated March 6, 2020, by and between the Company and Northland (the “Securities Issuance Agreement”). The Securities Issuance Agreement contains customary representations and warranties. The 140,000 shares (the “Shares”) issued to Northland pursuant to the Securities Issuance Agreement were not registered at the time of issuance under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements; provided, however, the Company has agreed to provide certain registration rights with respect to the Shares to the same extent, and on the same terms, as provided to certain stockholders of the Company pursuant to the Amended and Restated Registration Rights Agreement, dated as of November 25, 2019, between the Company and the stockholders party thereto, as previously filed by the Company with the Securities and Exchange Commission (the “SEC”) on its Current Report on Form8-K (“Current Report”) on December 2, 2019, and incorporated herein by reference to Exhibit 10.3.
Northland has agreed that neither it nor any person acting on its behalf pursuant to any understanding with Northland will allow the Shares to be used to facilitate the engagement in short sales of the Company’s securities, including through the loaning of the Shares to any third-party for the purpose of engaging in short sales of the Company’s securities.
The Company issued the Shares in reliance on the exemption from registration provided for under Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder. The Company relied on the exemption from registration based in part on the representations made by Northland, including the representations with respect to Northland’s status as an accredited investor, as such term is defined in Rule 501(a) of the Securities Act, and appropriate legends have been affixed to the certificates representing the Shares. This Current Report on Form8-K shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of, the Shares described herein in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
This summary is qualified in its entirety by reference to the text of the Northland Note and the Securities Issuance Agreement, which are included as Exhibits 10.1 and 10.2 to this Current Report, respectively, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligationunder an Off-Balance Sheet Arrangement of a Registrant. |
The disclosure set forth above under Item 1.01 is incorporated into this Item 2.03 by reference.
