| Item 2.02 | Results of Operations and Financial Condition. |
On February 16, 2021, Kaleyra, Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2020. A copy of the Company’s press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
The information contained in this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed “filed” with the Securities and Exchange Commission nor incorporated by reference in any registration statement filed by the Company under the Securities Act of 1933, as amended.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Chief Executive Officer and Chief Financial Officer RSU Awards
On February 10, 2021, the Compensation Committee of the Board of Directors of the Company (the “Committee”) approved an award of 115,000 restricted stock units (“RSUs”) to Mr. Dario Calogero, the Company’s Chief Executive Officer, with such award to vest over 16 quarters beginning May 1, 2021, and then on August 1, November 1 and February 1, ending February 1, 2025. The Company will withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Calogero. The RSU award is being made using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these RSUs is qualified in its entirety by reference to such form.
On February 10, 2021 the Committee also approved an award of 60,000 RSUs to Mr. Giacomo Dall’Aglio, the Company’s Chief Financial Officer, with such award to vest over 16 quarters beginning May 1, 2021, and then on August 1, November 1 and February 1, ending February 1, 2025. Also, the Company will withhold shares of stock subject to the RSUs at the time of vesting for the purposes of satisfying any tax withholding obligations which arise in connection with the vesting of such RSUs issued to Mr. Dall’Aglio. The RSU award is being made using the form of Notice of RSU Grant and RSU Agreement previously filed by the Company as Exhibit 10.11 to the Current Report on Form 8-K as filed with the SEC on December 2, 2019, and the above summary of the terms of these restricted stock units is qualified in its entirety by reference to such form.
| Item 7.01 | Regulation FD Disclosure |
The Company will host a conference call to discuss its fourth quarter and fiscal year end 2020 financial results on February 16, 2021, at 8:00 a.m. Eastern time. On February 16, 2021, the Company posted an investor presentation to the Investor Relations section of its website www.kaleyra.com, in connection with the earnings call for the quarter and fiscal year ended December 31, 2020. A copy of the investor presentation is being furnished as Exhibit 99.2 to this Current Report on Form 8-K.
The information contained in, or incorporated into, this Item 7.01 of this Report, including Exhibit 99.2 attached hereto, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.
This Report shall not be deemed an admission as to the materiality of any information in this Report that is being disclosed pursuant to Regulation FD.
Please refer to Exhibit 99.2 for a discussion of certain forward-looking statements included therein and the risks and uncertainties related thereto.
