Kaleyra Receives NYSE Non-Compliance Letter Regarding Common Stock Trading Price

Rhea-AI Summary

Kaleyra, Inc. (NYSE: KLR, KLR WS) received a notice from the NYSE for not complying with the $1.00 share price requirement, as its average closing price was below this threshold for 30 consecutive trading days. The Company has ten business days to respond and plans to explore options, including a reverse stock split, to regain compliance within a six-month cure period. Failure to do so may lead to suspension and delisting of its stock. The notice does not alter Kaleyra's reporting obligations or create defaults in its debt agreements.

Positive

• Kaleyra has a six-month period to regain compliance with the NYSE share price requirement.
• The company plans to respond to the NYSE and explore options to meet the compliance criteria.

Negative

• The average closing price of Kaleyra's common stock has been below $1.00 for over 30 trading days.
• Failure to regain compliance may result in suspension and delisting from the NYSE.

NEW YORK, Nov. 14, 2022 /PRNewswire/ -- Kaleyra, Inc. (NYSE: KLR) (NYSE American: KLR WS) ("Kaleyra" or the "Company"), an enterprise Communication Platform as a Service (CPaaS) business, announced today that the Company received a written notice (the "Notice") from the New York Stock Exchange (the "NYSE") that it was not in compliance with the continued listing criteria set forth in Section 802.01C of the NYSE's Listed Company Manual ("Section 802.01C"), as the average closing price of the Company's common stock (the "Common Stock") was less than $1.00 per share over a consecutive 30 trading-day period.

The Company intends to respond to the NYSE within ten business days of receipt of the Notice with respect to its intent to cure the deficiency, as required by Section 802.01C. The Company intends to consider available alternatives, including, but not limited to, a reverse stock split, subject to shareholder approval, if necessary, to regain compliance. Pursuant to Section 802.01C, the Company has a period of six months following the receipt of the Notice to regain compliance with the minimum share price requirement. The Company may regain compliance at any time during the six-month cure period if on the last trading day of any calendar month during the six-month cure period the Common Stock has a closing share price of at least $1.00 and an average closing share price of at least $1.00 over the consecutive 30 trading-day period ending on the last trading day of that month. If the Company is unable to regain compliance with the $1.00 share price rule within this period, the NYSE will initiate procedures to suspend and delist the Common Stock.

The Notice does not affect the Company's reporting obligations with the Securities and Exchange Commission, and it does not conflict with or cause an event of default under any of the Company's material debt or other agreements.

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.kaleyra.com.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of U.S. federal securities laws. Such forward-looking statements include, but are not limited to, statements regarding the financial statements of Kaleyra, its omnichannel and other product and global customer developments, its expectations, beliefs, intentions, plans, prospects or strategies regarding the future revenue (including revenue guidance) and the business plans of Kaleyra's management team, and the impact of the COVID-19 pandemic, and any anticipated lessening of such impact, and the broader market volatility and geopolitical and macroeconomic factors on its business and financial performance. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe," "continue," "could," "estimate," "expect," "intends," "may," "might," "plan," "possible," "potential," "predict," "project," "should," "would" and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. The forward-looking statements contained in this press release are based on certain assumptions and analyses made by Kaleyra in light of its experience and perception of historical trends, current conditions and expected future developments and their potential effects on Kaleyra as well as other factors they believe are appropriate in the circumstances. There can be no assurance that future developments affecting Kaleyra will be those anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the control of the parties) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements, including Kaleyra's ability to regain compliance with the NYSE Listing Company Manual, the mix of services utilized by Kaleyra's customers and such customers' needs for these services, including any variability by geography, market acceptance of new service offerings, the ability of Kaleyra to expand what it does for existing customers as well as to add new customers, that Kaleyra will have sufficient capital to operate as anticipated, and the impact that the novel coronavirus and the illness, COVID-19, that it causes, as well as governmental responses to deal with the spread of this illness and the reopening of economies that have been closed as part of these responses, and the impact of other geopolitical and macroeconomic factors such as the war in Ukraine, may have on Kaleyra's operations, the demand for Kaleyra's products, global supply chains and economic activity in general. Should one or more of these risks or uncertainties materialize or should any of the assumptions being made prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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

FAQ

What did Kaleyra announce on November 14, 2022?

Kaleyra announced that it received a notice from the NYSE regarding non-compliance with the $1.00 minimum share price requirement.

What is the ticker symbol for Kaleyra?

The ticker symbol for Kaleyra is KLR for common stock and KLR WS for warrants.

What is the deadline for Kaleyra to respond to the NYSE notice?

Kaleyra must respond to the NYSE notice within ten business days.

What actions might Kaleyra take to regain compliance?

Kaleyra may consider a reverse stock split, subject to shareholder approval, to regain compliance with the share price requirement.

What happens if Kaleyra fails to regain compliance with the NYSE?

If Kaleyra fails to regain compliance within the six-month cure period, the NYSE will initiate procedures to suspend and potentially delist its common stock.