NEW
YORK, March 6, 2023 /PRNewswire/
-- Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS)
("Kaleyra" or the "Company"), an enterprise Communication
Platform as a Service (CPaaS) business, today announced that the
Company's Board of Directors has approved a 1-for-3.5 reverse stock
split of the Company's issued and outstanding common stock.
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On March 6, 2023, Kaleyra, Inc.
(the "Company") announced that following shareholder approval at
the Special Meeting of the stockholders held on February 14, 2023, the Company's Board of
Directors has approved a 1-for-3.5 reverse stock split (the
"Reverse Stock Split") of the Company's issued and outstanding
shares of common stock, par value $0.0001 per share (the "Common Stock") effective
upon the related Amendment to the Company's Second Amended and
Restated Certificate of Incorporation becoming effective pursuant
to Delaware law. Beginning with
the opening of trading on or about March 9,
2023, Kaleyra's Common Stock will trade on the New York
Stock Exchange on a split-adjusted basis under the new CUSIP number
483379202 and will continue to trade under the symbol "KLR."
As a result of the Reverse Stock Split, every three and one-half
(3.5) shares of Common Stock issued and outstanding will be
converted into one (1) share of Common Stock. No
fractional shares shall be issued in connection with the Reverse
Stock Split. Stockholders who otherwise would be entitled to
receive fractional shares because they hold a number of shares of
Common Stock not evenly divisible by the Reverse Stock Split ratio
will automatically be entitled to receive an additional fraction of
a share of Common Stock to round up to the next whole share.
The Reverse Stock Split will not reduce the number of authorized
shares of Common Stock or change the par values of the Common
Stock. The Reverse Stock Split will affect all stockholders
uniformly and will not affect any stockholder's ownership
percentage of the Company's shares of Common Stock (except to the
extent that the Stock Split would result in some of the
stockholders receiving an additional fractional share). All
outstanding options, warrants, restricted stock units, and similar
securities entitling their holders to receive or purchase shares of
Common Stock will be adjusted as a result of the Reverse Stock
Split, as required by the terms of each security.
The primary goal of the reverse stock split is to increase the
per share market price of the Company's common stock to meet the
minimum $1.00 average closing price
requirement for continued listing on the New York Stock
Exchange.
The reverse split is expected to reduce the number of shares of
the Company's common stock outstanding on or about March 9, 2023, from approximately 45,851,716
shares to approximately 13,100,491 shares subject to some
variability as a result of the fractional upward adjustments.
Proportionate adjustments will be made to the exercise prices and
the number of shares underlying the Company's outstanding equity
awards, as applicable, as well as to the number of shares issuable
under the Company's equity incentive plans and certain existing
agreements. The common stock issued pursuant to the reverse stock
split will remain fully paid and non-assessable. The reverse stock
split will not affect the number of authorized shares of common
stock.
Stockholders who hold shares electronically in book-entry form
with Continental Stock Transfer & Trust Company ("CST"), the
Company's transfer agent, will not need to take action to receive
evidence of their shares of post-Reverse Stock Split common
Stock.
Stockholders of record holding certificates holding pre-split
shares of the Company's common stock will receive a letter of
transmittal from CST with instructions on how to surrender
certificates representing pre-split shares. Stockholders should not
send in their pre-split certificates until they receive a letter of
transmittal from CST. Unless a stockholder specifically requests a
new paper certificate or holds restricted shares, stockholders of
record who held pre-split certificates will receive their
post-split shares book-entry and will be receiving a statement from
CST regarding their common stock ownership post-reverse stock
split.
Additional information about the reverse stock split can be
found in the Company's definitive proxy statement (the "Proxy
Statement") filed with the Securities and Exchange Commission (the
"SEC") on January 9, 2023 which is
available free of charge at the SEC's website, www.sec.gov, and on
the Company's website at https://www.investors.kaleyra.com/.
About Kaleyra
Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) is a global
group providing mobile communication services to financial
institutions, e-commerce players, OTTs, software companies,
logistic enablers, healthcare providers, retailers, and other large
organizations worldwide. Through its proprietary platform and
robust APIs, Kaleyra manages multi-channel integrated communication
services, consisting of messaging, rich messaging and instant
messaging, video, push notifications, e-mail, voice services, and
chatbots. Kaleyra's technology makes it possible to safely and
securely manage billions of messages monthly with over 1,600
operator connections in 190+ countries, including all tier-1 US
carriers. For more information, please visit
www.investors.kaleyra.com.
Kaleyra Contacts
Marketing Contacts:
Zephrin
Lasker
Executive Vice President, Marketing & Strategic Alliances
zephrin.lasker@kaleyra.com
Lori Perkins
Senior Director – Marketing and Communications
lori.perkins@kaleyra.com
Investor Contacts:
Colin
Gillis
Vice President of Investor Relations
colin.gillis@kaleyra.com
Shannon Devine or Mark Schwalenberg
MZ North America
203-741-8811
KLR@mzgroup.us
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SOURCE Kaleyra US