8-K
filed December 13, 2023, 6:59 PM ET
ticker KORE
CIK 0001855457
other material
confidence high
sentiment neutral
materiality 0.60
KORE repurchases 5M shares for $2.9M from Twilio; funds buyback with preferred and warrants
KORE Group Holdings, Inc.
- Repurchased 5,000,000 common shares from Twilio for ~$2.9 million; shares held in treasury.
- Issued 2,857 shares of Series A-1 Preferred at $1,000/share + warrant for 224,711 common shares ($0.01 strike) to Searchlight to fund repurchase.
- Amended existing warrant to cap conversion at 19.9% of pre-Nov. 9 shares unless stockholder approval obtained.
- Entered voting agreement with Abry entities to vote in favor of stockholder approval at next annual meeting.
- After repurchase, shares outstanding were 82,380,381 as of December 13, 2023.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
KORE Group Holdings, Inc. amended Warrant Amendment with Searchlight IV KOR, L.P. valued at Amendment to prohibit issuance of shares exceeding 19.9% thresholds without Stockholder Approval (effective 2023-12-13).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Searchlight IV KOR, L.P.
- Value
- Amendment to prohibit issuance of shares exceeding 19.9% thresholds without Stockholder Approval
- Effective
- 2023-12-13
Exact text from the filing
At the Second Closing, the Company (i) amended the form of warrant in the Investment Agreement (the “ Amendment ”) and (ii) amended and restated the Warrant (the “ Amended and Restated Original Warrant ” and together with the Additional Warrant, the “ Warrants ”), dated as of November 15, 2023, by and among the Company and the Purchaser, in each case, to prohibit the issuance by the Company of shares of Common Stock upon the conversion of the each of the Warrants in an amount that would exceed 19.9% of the total outstanding shares of Common Stock or more than 19.9% of the total voting power of the Company’s securities, in each case, immediately preceding November 9, 2023, unless the Company has obtained the approval of its stockholders (“ Stockholder Approval ”) as required by the applicable rules of The New York Stock Exchange for issuances of shares of Common Stock in excess of such amount.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
KORE Group Holdings, Inc. entered into Stock Repurchase Agreement with Twilio Inc. valued at $2,900,000 (effective 2023-12-11).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Twilio Inc.
- Value
- $2,900,000
- Effective
- 2023-12-11
Exact text from the filing
KORE Group Holdings, Inc., a Delaware corporation (“ KORE ” or the “ Company ”), completed its previously announced repurchase (the “ Repurchase ”) of 5,000,000 shares of the Company’s common stock, par value $0.0001 per share (the “ Common Stock ”), for an aggregate purchase price of approximately $2.9 million from Twilio Inc. (the “ Selling Stockholder ”) pursuant to the stock repurchase agreement (the “ Stock Repurchase Agreement ”), dated as of December 11, 2023, by and between the Company and the Selling Stockholder.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
KORE Group Holdings, Inc. entered into Voting Agreement with Abry Partners valued at Agreed to vote shares in favor of Company proposals to obtain Stockholder Approval (effective 2023-12-13).
- Action
- entry
- Counterparty
- Abry Partners
- Value
- Agreed to vote shares in favor of Company proposals to obtain Stockholder Approval
- Effective
- 2023-12-13
Exact text from the filing
In addition, the Company entered into a voting agreement (the “ Voting Agreements ”) with certain entities affiliated with Abry Partners (collectively, “ ABRY ”), pursuant to which, ABRY has agreed to vote its shares of Common stock in favor of any Company proposals to stockholders to obtain the Stockholder Approval.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
KORE Group Holdings, Inc. entered into Investment Agreement with Searchlight IV KOR, L.P. valued at $20,000,000 (effective 2023-11-09).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Searchlight IV KOR, L.P.
- Value
- $20,000,000
- Effective
- 2023-11-09
Exact text from the filing
On November 9, 2023, the Company entered into an Investment Agreement (the “ Investment Agreement ”) with Searchlight IV KOR, L.P., a Delaware limited partnership (the “ Purchaser ”), whereby, on the terms and subject to the conditions set forth in the Investment Agreement, from and after November 15, 2023 (the “ First Closing ”) until the date that is six months following the First Closing, the Company has the option, exercisable once during such period, to issue and sell to the Purchaser for an aggregate purchase price of up to $20 million, additional shares of Series A-1 Preferred Stock
View on SEC.gov
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