UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 11, 2023, KORE Group Holdings, Inc., a Delaware corporation (“KORE” or the “Company”), entered into a stock repurchase agreement (the “Stock Repurchase Agreement”) with Twilio Inc., a Delaware corporation and a stockholder of the Company (the “Selling Stockholder”), pursuant to which the Company agreed to repurchase, directly from the Selling Stockholder, 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 (the “Repurchase”). The price per share paid by the Company was $0.5713, which equals the volume weighted average price per share of the Common Stock on the New York Stock Exchange for the 10 consecutive trading days ending on December 8, 2023. The Repurchase is expected to be completed on or before December 13, 2023. The Company expects to fund the Repurchase with additional funding pursuant to the Investment Agreement, dated as of November 9, 2023, between KORE and Searchlight IV KOR, L.P.
The foregoing description of the Stock Repurchase Agreement does not purport to be complete and is subject to and qualified in its entirety by reference to the full text of the Stock Repurchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are filed with this Current Report:
| Exhibit No. |
Description | |
| 10.1 | Stock Repurchase Agreement, dated as of December 11, 2023, by and between the Company and Twilio Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| KORE Group Holdings, Inc. | ||||||
| Date: December 11, 2023 | By: | /s/ Jack W. Kennedy Jr. | ||||
| Name: | Jack W. Kennedy Jr. | |||||
| Title: | Executive Vice President, Chief Legal Officer & Secretary | |||||