Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and
Issuer Purchases of Equity Securities.
Market Information
On July 21, 2021, our common stock began trading on the Nasdaq
Global Select Market under the symbol “KLTR.” Prior to that time, there was no public market for our common stock.
Holders
As of February 23, 2022, there were 283 holders of record of our common stock.
The number of record holders does not include persons who hold shares of our common stock in nominee or “street name” accounts
through brokers.
Dividend Policy
We have never declared or paid any cash dividends on our common
stock and do not anticipate paying any cash dividends on our common stock in the foreseeable future. We anticipate that we will retain
all of our available funds and any future earnings for use in the operation and expansion of our business and to make payments on our
outstanding debt. Any future determination as to the payment of cash dividends will be at the discretion of our board of directors and
will depend on, among other things, our business prospects, financial condition, results of operations, current and anticipated cash needs
and availability, industry trends and other factors that our board of directors may consider to be relevant. Furthermore, because we are
a holding company, our ability to pay dividends on our common stock will depend on our receipt of cash distributions and dividends from
our direct and indirect wholly owned subsidiaries. In addition, our ability to pay cash dividends is currently restricted by the terms
of the agreement governing our Credit Facilities.
Recent Sales of Unregistered Securities; Purchases of Equity Securities by the Issuer
or Affiliated Purchaser
In February 2021, we issued an aggregate of 27,011 shares of
our Series C convertible preferred stock pursuant to the automatic cashless exercise of a warrant to purchase stock issued on February
3, 2011.
The issuances of the above securities was deemed to be exempt
from registration under the Securities Act in reliance upon Section 4(a)(2) of the Securities Act or Regulation D promulgated thereunder,
or Rule 701 promulgated under Section 3(b) of the Securities Act as transactions by an issuer not involving any public offering or pursuant
to benefit plans and contracts relating to compensation as provided under Rule 701. Individuals who purchased securities as described
above represented their intention to acquire the securities for investment only and not with a view to or for sale in connection with
any distribution thereof, and appropriate legends were affixed to the share certificates issued in such transactions.
The foregoing transaction did not involve any underwriters, underwriting
discounts or commissions or any public offering.
Performance Graph
The following graph and table illustrate the total return from
July 21, 2021 through December 31, 2021, for (i) our common stock, (ii) the Nasdaq Composite Index, and (iii) the Nasdaq Computer &
Data Processing Index. The graph and the table assume that $100 was invested on July 21, 2021 in each of our common stock, the Nasdaq
Composite Index, and the Nasdaq Computer & Data Processing Index, and that any dividends were reinvested.
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The graph uses the closing market price on July 21, 2021 of $12.00
per share as the initial value of our common stock. The stock price performance of the following graph is not necessarily indicative of
future stock price performance. The comparisons reflected in the graph and table are not intended to forecast the future performance of
our stock and may not be indicative of our future performance.
Use of Proceeds
On July 23, 2021, we completed our IPO, in which we issued and
sold 15,000,000 shares of our common stock at a price to the public of $10.00 per share. On August 6, 2021, we issued and sold an additional
2,250,000 shares of our common stock at a price of $10.00 per share in connection with the underwriters’ exercise in full of their
option to purchase additional shares of our common stock. All shares sold were registered pursuant to a registration statement on Form
S-1 (File No. 333- 253699), as amended (the “Registration Statement”), declared effective by the SEC on July 20, 2021. As
of December 31, 2021, we used $22.5 million of our net proceeds from the IPO to repay the outstanding principal balance under our Revolving
Credit Facility. Such payment was not made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any
persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. Other than the foregoing, there has been
no material change in the expected use of the net proceeds from our IPO as described in the Prospectus.
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Item 6. [Reserved]