Item 5.03 Amendments to Article of Incorporation or Bylaws; Change in Fiscal Year
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As a result of the Reverse Stock Split, every three and one-half (3.5) shares of Common Stock issued and outstanding has been converted into one (1) share of Common Stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares because they held a number of shares of Common Stock not evenly divisible by the Reverse Stock Split ratio were automatically entitled to receive an additional fraction of a share of Common Stock to round up to the next whole share.
The Reverse Stock Split did not reduce the number of authorized shares of Common Stock, or change the par values of the Common Stock. The Reverse Stock Split affected all stockholders uniformly and did not affect any stockholder's ownership percentage of the Company's shares of Common Stock (except to the extent that the Reverse Stock Split resulted 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 were
adjusted as a result of the Reverse Stock Split, as required by the terms of
each security. Prior to the Reverse Stock Split,
The foregoing description of the Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the Company is a summary of the material terms thereof, does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed with this report as Exhibit 3.1 and is incorporated herein by reference.
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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 3.1 Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation ofKaleyra, Inc. , effectiveMarch 9, 2023 99.1 Press Release, datedMarch 9, 2023 104 Cover Page Interactive Data File (embedded within the inline XBRL document) - 3 -
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