| Item 1.02 | Termination of a Material Definitive Agreement |
As previously disclosed by Kaleyra, Inc. (the “Company”) in the Current Reportson Form 8-K as filed with the Securities and Exchange Commission (the “SEC”) on November 20, 2019 and December 16, 2019, the Company entered into, and subsequently amended, the Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Glazer Capital, LLC (“Glazer”). Pursuant to the terms of the Forward Share Purchase Agreement, the Company was to enter into a letter of credit agreement for the issuance of a standby letter of credit for the benefit of Glazer to replace the escrow account that was established concurrently with the execution of the Forward Share Purchase Agreement.
As previously disclosed in the Current Report on Form8-K as filed with the SEC on January 10, 2020, in accordance with its obligations under the Forward Share Purchase Agreement, on January 7, 2020, the Company entered into a Letter of Credit and Reimbursement Agreement (the “Letter of Credit and Reimbursement Agreement”) with EagleBank (“EagleBank”) pursuant to which EagleBank issued a standby letter of credit in the initial stated amount of $9,314,403.16 (the “Letter of Credit”) for the benefit of Glazer. The Letter of Credit expires on June 15, 2020. The Letter of Credit may be drawn down by Glazer upon its sale of shares of common stock of the Company pursuant to the terms and conditions set forth in the Forward Share Purchase Agreement. The Letter of Credit is secured by cash in the amount of $9,314,403.16, which is held in a deposit account at EagleBank.
On May 15, 2020, Glazer provided notice that it was exercising its option under the Forward Share Purchase Agreement to have its remaining 864,093 shares of common stock repurchased by the Company on May 19, 2020 at $10.6819 per share, for an aggregate purchase price of $9,230,155.01, which is the full amount remaining under the Letter of Credit as of that date. Following the repurchase, both the Forward Share Purchase Agreement with Glazer and the Letter of Credit and Reimbursement Agreement with EagleBank will have terminated pursuant to their respective terms, and as a result the Company will have no further obligations under either respective agreement following the settlement of the repurchase.
The Letter of Credit and Reimbursement Agreement, Amendment No. 1 to the Forward Share Purchase Agreement, and the Forward Share Purchase Agreement are incorporated herein by reference as Exhibits 10.1, 10.2, and 10.3, respectively.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| | |
Exhibit
Number | | Description |
| |
| 10.1 | | Letter of Credit and Reimbursement Agreement, dated January 7, 2020, by and between Kaleyra, Inc. and EagleBank. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form8-K as filed with the SEC on January 10, 2020.) |
| |
| 10.2 | | Amendment No. 1 to Forward Share Purchase Agreement, dated December 13, 2019, by and between Kaleyra, Inc. and Glazer Capital, LLC. (Incorporated by reference to Exhibit 10.3 to the Current Report on Form8-K as filed with the SEC on December 16, 2019.) |
| |
| 10.3 | | Forward Share Purchase Agreement, dated November 19, 2019, by and between GigCapital, Inc. and Glazer Capital, LLC (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K as filed with the SEC on November 20, 2019). |
