UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
+
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e 4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbols |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Nicola Vitto has announced his resignation from his position as Chief Product & Technology Office with Kaleyra, Inc. (the “Company”), with such resignation to become effective on September 4, 2023.
On August 11, 2023, the Company issued a press release announcing the resignation. A copy of the press release is filed herewith as Exhibit 99.1 hereto.
| Item 8.01. | Other Events. |
As previously disclosed, on June 28, 2023, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Tata Communications Limited, a company listed on BSE Limited and National Stock Exchange of India Limited (“Tata Communications”), pursuant to which, at the closing, upon the terms and subject to the conditions set forth therein, a wholly owned subsidiary of Tata Communications will merge with and into the Company, with the Company surviving as a wholly owned subsidiary of Tata Communications (the “Merger”). In connection with the execution of the Merger Agreement, the Company has ceased its search for a new Chief Executive Officer. It is contemplated that Dario Calogero will continue to serve as Chief Executive Officer of the Company up to the closing of the Merger and Mauro Carobene, the Company’s Chief Business Officer has recently entered into an agreement to become the Head of the Kaleyra Business immediately as the combination is closed.
On August 11, 2023, the Company issued a press release announcing these matters. A copy of the press release is filed herewith as Exhibit 99.1 hereto.
| Item 9.01 | Financial Statements and Exhibits. |
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
| Exhibit Number |
||
| 99.1 | Press Release, dated August 11, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the inline XBRL document) | |
- 2 -
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 11, 2023
| By: | /s/ Dario Calogero | |
| Name: | Dario Calogero | |
| Title: | Chief Executive Officer and President |
- 3 -