As filed with the Securities and Exchange Commission on February 9, 2021
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.
Benjamin G. Griebe, Esq.
DLA Piper LLP (US)
555 Mission Street, Suite 2400
San Francisco, CA 94105
(415) 615-6095
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-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” in Rule 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
| | | | | | | | |
|
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 | | 1,514,434 | | $14.58 | | $22,080,447.70 | | $2.408.98 |
|
|
| (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 February 4, 2021. |
