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 October 2, 2019, October 3, 2019, December 16, 2019, and January 24, 2020, and the Periodic Report on Form10-Q as filed with the SEC on May 15, 2020, the Company entered into, and subsequently amended, the Forward Share Purchase Agreement (the “Forward Share Purchase Agreement”) with Kepos Alpha Fund L.P. (“Kepos”). As amended, the Forward Share Purchase Agreement provides that Kepos has the right to put its subject shares to the Company on May 7, 2020 at a purchase price of: (i) $10.92 per share for the first 46,137 shares sold to the Company; and (ii) $10.82 per share for the next 93,676 Shares sold to the Company (collectively, the “Share Purchase Price”). In the event the closing occurs after May 7, 2020, the Share Purchase Price shall increase for the 93,676 shares sold to Kaleyra by 1% per full month until the closing date. Kepos may elect, in its sole and absolute discretion, to extend the date on which it exercises its put right to a date that is provided upon 10 calendar days’ written notice. The amendments to the Forward Share Purchase Agreement further provide that Kepos may sell its subject shares in the open market, at its sole discretion, as long as the sales price is above $7.00 per share. In the event that Kepos sells any shares at a sale price of less than $10.92 per share for the first 46,137 shares and $10.82 per share for the next 93,676 shares, the Company shall pay Kepos an amount equal to (A) the number of shares sold multiplied by (B) the amount by which $10.92 or $10.82, as applicable, exceeds the sale price per share.
On May 18, 2020, Kepos informed the Company that it sold in the open market at a price above $7.00 per share all shares that it had held that were subject to the Forward Share Purchase Agreement other than 25,098 shares, and it provided notice that it was exercising its option under the Forward Share Purchase Agreement to have these remaining 25,098 shares of common stock repurchased by the Company on May 20, 2020 at $10.92 per share, for an aggregate purchase price of $274,070.16. The May 18, 2020 notice also informed the Company that the amount due to Kepos for the sales that it had made in the open market above $7.00 per share was $431,936.40, which represented the difference in price between the amount for which these shares were sold by Kepos in the open market and the Kepos Share Purchase Price, as set forth above, for a total aggregate payment to be made by the Company to Kepos of $706,006.56. Following the closing of the repurchase, the Forward Share Purchase Agreement with Kepos will have terminated pursuant to its terms, and as a result the Company will have no further obligations under the Forward Share Purchase Agreement following the settlement of the repurchase.
Amendment No. 3, Amendment No. 2, Amendment No. 1, and the Forward Share Purchase Agreement are incorporated herein by reference as Exhibits 10.1, 10.2, 10.3, and 10.4 respectively.
