As filed with the Securities and Exchange Commission on April 28, 2020
REGISTRATION NO. 333 -
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
KALEYRA, INC.
(Exact name of registrant as specified in its charter)
Delaware | 82-3027430 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) |
Via Marco D’Aviano, 2
Milano MI, Italy 20131
+39 02 288 5841
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Kaleyra, Inc. 2019 Equity Incentive Plan
(Full title of the plan)
Dario Calogero
Chief Executive Officer and President
Kaleyra, Inc.
Via Marco D’Aviano, 2
Milano MI, Italy 20131
+39 02 288 5841
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jeffrey C. Selman, Esq.
Crowell & Moring LLP
3 Embarcadero Center, 26th Floor
San Francisco, CA 94111
(415)365-7442
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” inRule 12b-2 of the Exchange Act:
Large accelerated filed | ☐ | Accelerated filer | ☒ | |||
Non-accelerated filer | ☐ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share (2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Stock, $0.0001 par value | 998,855 | $6.87 | $6,862,133.85 | $890.70 | ||||
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(1) | The number of shares of common stock, par value $0.0001 per share (the “Common Stock”), stated above consists of additional shares of Common Stock available for issuance under the Kaleyra, Inc. 2019 Equity Incentive Plan, or the Plan, by operation of the Plan’s “evergreen” provision. Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of our outstanding shares of Common Stock. |
(2) | The proposed maximum offering price is calculated pursuant Rule 457(c) and Rule 457(h) under the Securities Act based upon average of the high and low sale prices of the Common Stock as reported by the NYSE American on April 20, 2020. |
EXPLANATORY NOTE
This Registration Statement has been filed by Kaleyra, Inc. (the “Registrant”) to register 998,855 additional shares of common stock to be offered pursuant to the Kaleyra, Inc. 2019 Equity Incentive Plan.
This Registration Statement relates to securities of the same class as those that were previously registered by the Registrant on FormS-8 (FileNo. 333-235575), filed with the Securities and Exchange Commission (the “Commission”) on December 18, 2019 (the “2019 Registration Statement”). Pursuant to General Instruction E to FormS-8 regarding registration of additional securities, the entire contents of the 2019 Registration Statement are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by the Registrant with the Commission under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), are incorporated by reference into this Registration Statement:
• | The Registrant’sForm10-K for the fiscal year ended December 31, 2019 filed with the Commission on April 22, 2020; and |
• | The Registrant’s Current Reports on Form8-K filed with the Commission onJanuary 10, 2020,January 24, 2020,February 12, 2020,February 14, 2020,February 20, 2020,March 9, 2020,March 16, 2020,March 17, 2020 andMarch 26, 2020. |
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits.
The following exhibits are filed as a part of or incorporated by reference into this Registration Statement:
Exhibit Number | Exhibit Description | Filed Herewith | Incorporated by Reference herein from Form or Schedule | Filing Date | SEC File/ Reg. Number | |||||
4.1 | Second Amended and Restated Certificate of Incorporation of Kaleyra, Inc. | 8-K | 09/24/2019 | 001-38320 | ||||||
4.2 | Amended and Restated Bylaws of Kaleyra, Inc. | 8-K | 12/02/2019 | 001-38320 | ||||||
4.3 | Specimen Common Stock Certificate | 8-K | 12/02/2019 | 001-38320 |
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filingon Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Milan, Italy, on this 28th day of April, 2020.
KALEYRA, INC. | ||
By: | /s/ Dario Calogero | |
Name: | Dario Calogero | |
Title: | Chief Executive Officer and President |
Each person whose signature appears below constitutes and appoints Dario Calogero and Giacomo Dall’Aglio and each or any one of them, his true andlawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments to this Registration Statement onForm S-8, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the United States Securities and Exchange Commission, granting untosaid attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all thatsaid attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Registration Statement onForm S-8 has been signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Dario Calogero Dario Calogero | President, Chief Executive Officer, and Director (Principal Executive Officer) | April 28, 2020 | ||
/s/ Giacomo Dall’Aglio Giacomo Dall’Aglio | Chief Financial Officer (Principal Financial and Accounting Officer) | April 28, 2020 | ||
/s/ Avi S. Katz Dr. Avi S. Katz | Chairman of the Board of Directors | April 28, 2020 | ||
/s/ Neil Miotto Neil Miotto | Director | April 28, 2020 | ||
/s/ John Mikulsky John Mikulsky | Director | April 28, 2020 | ||
/s/ Emilio Hirsch Emilio Hirsch | Director | April 28, 2020 | ||
/s/ Matteo Lodrini Matteo Lodrini | Director | April 28, 2020 |