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)
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Delaware
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82-3027430
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Via Marco DAviano, 2
Milano MI, Italy 20131
+39 02 288 5841
(Address,
including zip code, and telephone number, including area code, of registrants 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 DAviano, 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:
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Large accelerated filed
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐
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Smaller reporting company
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☒
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Emerging growth company
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☒
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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
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Title of Securities
to be Registered
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Amount
to be
Registered
(1)
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Proposed
Maximum
Offering
Price
Per Share (2)
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.0001 par value
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1,514,434
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$14.58
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$22,080,447.70
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$2.408.98
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(1)
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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 Plans 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.
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(2)
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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.
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