| Item 1.01 | Entry into a Material Definitive Agreement. |
Second Amendment to Forward Share Purchase Agreement with Yakira
As previously disclosed on the Current Report onForm 8-K filed by Kaleyra, Inc., a Delaware corporation (the “Company”), filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019 (the “Agreement Current Report”), the Company entered into a Forward Share Purchase Agreement, dated as of November 19, 2019 (the “Forward Share Purchase Agreement”), with Yakira Capital Management, Inc. (“Yakira”). Pursuant to the terms of the Forward Share Purchase Agreement, Yakira may sell its shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), in the open market, at its sole discretion, as long as the sales price is above $10.50 per share.
As previously disclosed on the Current Report on Form8-K filed with the SEC on February 12, 2020, the Company entered into the Amendment to the Forward Share Purchase Agreement with Yakira on February 7, 2020 (the “First Amendment”). The First Amendment provided that the Company will purchase from Yakira its 43,930 shares of Common Stock into which the rights (the “Rights Shares”) that Yakira held converted into upon the closing of the Company’s previously announced business combination with Kaleyra, S.p.A, which occurred on November 25, 2019 (the “Business Combination Closing Date”), at a purchase price of $10.93 per Rights Share as soon as practicable on or after the six month anniversary of the Business Combination Closing Date.
On May 9, 2020, the Company entered into the Second Amendment to the Forward Share Purchase Agreement (the “Second Amendment”). The Second Amendment provides that the Company will purchase from Yakira its 43,930 Rights Shares as soon as practicable on or after December 31, 2020.
The foregoing description is only a summary of the Second Amendment, and is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto, and is incorporated herein by reference. The Second Amendment is included as an exhibit to this Current Report in order to provide investors and security holders with material information regarding its terms. The Second Amendment is not intended to provide any other factual information about or the Company or Yakira.
Put of Shares by Yakira Pursuant to the Agreement
On May 11, 2020, and pursuant to discussions with the Company to remove the obligation of the Company to repurchase these shares in the Company’s effort to clean up the Company’s capitalization table, Yakira issued notice under the Agreement for the Company to repurchase 1,084,150 shares of Common Stock (the “Yakira Shares” as such term is defined in the Agreement Current Report) at $10.6819 per share, for an aggregate purchase price of $11,580,782, with such payment to be made with restricted cash previously placed in an escrow account with an Escrow Agent pursuant to the terms of the Agreement, as previously disclosed. The Yakira Shares are unrelated to the Rights Shares discussed above. The repurchase is scheduled to occur on May 15, 2020. The Agreement is incorporated herein by reference as Exhibit 10.3 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
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Exhibit Number | | Description |
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| 10.1 | | Amendment No. 2 to Forward Share Purchase Agreement, dated May 9, 2020, by and between Kaleyra, Inc. and Yakira Capital Management, Inc. |
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| 10.2 | | Amendment to Forward Share Purchase Agreement, dated February 7, 2020, by and between GigCapital, Inc. and Yakira Capital Management, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed with the SEC on February 12, 2020.) |
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| 10.3 | | Forward Share Purchase Agreement, dated November 19, 2019, by and between GigCapital, Inc. and Yakira Capital Management, Inc. (Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K as filed with the SEC on November 20, 2019). |
