Item 1.01 Entry into a Material Definitive Agreement.
Amendment to Forward Share Purchase Agreement with Yakira
As previously disclosed on the Current Report on Form 8-K ("Current Report")
filed by Kaleyra, Inc. (f/k/a GigCapital, Inc.), a Delaware corporation (the
"Company"), filed with the Securities and Exchange Commission (the "SEC") on
November 20, 2019, the Company entered into a Forward Share Purchase Agreement,
dated as of November 19, 2019 (the "Forward Share Purchase Agreement"), with
Yakira Capital Management, Inc. ("Yakira"). Pursuant to the terms of the Forward
Share Purchase Agreement, Yakira may sell its shares of the Company's common
stock, par value $0.0001 per share (the "Common Stock"), in the open market, at
its sole discretion, as long as the sales price is above $10.50 per share.
On February 7, 2020, the Company entered into the Amendment to the Forward Share
Purchase Agreement (the "Amendment"). The Amendment provides that the Company
will purchase from Yakira its 43,930 shares of Common Stock into which the
rights (the "Rights Shares") that Yakira held converted into upon the closing of
the Company's previously announced business combination with Kaleyra, S.p.A,
which occurred on November 25, 2019 (the "Business Combination Closing Date"),
at a purchase price of $10.93 per Rights Share as soon as practicable on or
after the six month anniversary of the Business Combination Closing Date.
The foregoing description is only a summary of the Amendment, and is qualified
in its entirety by reference to the full text of the Amendment, which is filed
as Exhibit 10.1 hereto, and is incorporated herein by reference. The Amendment
is included as an exhibit to this Current Report in order to provide investors
and security holders with material information regarding its terms. The
Amendment is not intended to provide any other factual information about or the
Company or Yakira.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number Description
10.1 Amendment to Forward Share Purchase Agreement, dated February 7,
2020, by and among Kaleyra, Inc. and Yakira Capital Management, Inc.
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