Form 8-K KALTURA INC For: Jan 25

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January 31, 2023 4:11 PM EST

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 25, 2023

Kaltura, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-40644

20-8128326

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

860 Broadway

3rd Floor

New York, New York 10003

(Address of Principal Executive Offices) (Zip Code)

(646) 290-5445

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).


☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).


☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).


☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbols

Name of each exchange

on which registered

Common stock, par value $0.0001 per share

KLTR

The Nasdaq Stock Market LLC

Preferred Stock Purchase Rights

N/A

(1)

(1) Attached to the Common Stock

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

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 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 25, 2023, the Board of Directors (the “Board”) of Kaltura, Inc. (the “Company”) increased the size of the Board from five to six directors and appointed Eyal Manor as a Class I director of the Company, effective immediately.

Mr. Manor will participate in the Company’s Non-Employee Director Compensation Policy, including a $30,000 annual retainer for his service on the Board. On the effective date of his appointment, Mr. Manor received an award of restricted stock units with a grant date fair value of $180,000, pro-rated to reflect his actual period of service during the year following the Company’s 2022 annual meeting of stockholders (the “Initial Award”). The Initial Award will vest in full on the earlier of (i) the day immediately preceding the date of the first annual meeting of the Company’s stockholders following the grant date and (ii) the first anniversary of the grant date, subject to Mr. Manor’s continued service on the Board through the applicable vesting date.

In connection with his appointment, Mr. Manor entered into the Company’s standard indemnification agreement for directors and officers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.