What changed in this filing

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Item 9A. Controls and Procedures

2024-02-22 compared with 2023-02-24 · 89 added, 62 removed, 204 unchanged (43% of the section changed)

11 unchanged sentences

Our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Remediation of Previously Disclosed Material Weakness

As previously disclosed in Part II, Item 9A.

“Controls and Procedures” in our Annual Report on Form 10-K for the year ended December 31, 2021 and our subsequent Quarterly Reports on Form 10-Q filed prior to this Annual Report on Form 10-K, we had identified a material weakness in our internal control over financial reporting.

In particular, we had concluded that we did not have effective controls over the estimation of fair value in connection with stock-based compensation expenses and re-measurement of liabilities in connection with warrants to purchase preferred and common stock.

As a result, we restated our consolidated financial statements as of and for the year ended December 31, 2020.

Management was actively engaged in remediating the above-described material weakness since March 2021.

The remediation measures we implemented include hiring additional dedicated and experienced technical resources to strengthen our corporate oversight over financial reporting and controls associated with complex accounting matters.

We also conducted an evaluation of the tools and external service providers we utilize in connection with the estimation of fair value.

In addition, following the IPO, we utilize the market price of our publicly-traded common stock in our calculation of fair value in connection with stock-based compensation expenses.

Upon designing and performing ongoing testing to ensure internal controls operational effectiveness as part of Sox-404a implementation, the management has concluded that the material weakness described above has been remediated.

The applicable controls have been in place for a sufficient period of time and management has concluded, through testing, that the controls operated effectively.

Changes in internal control over financial reporting

Except as described above in “Remediation of Previously Disclosed Material Weakness”, there were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2022, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2023, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information.

On February 23, 2023, the Company and the respective executive officer entered into amendments (the “Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd.

and Ron Yekutiel, the Company’s Chairman and Chief Executive Officer (the “Yekutiel Employment Agreement”), (ii) the Consulting Agreement, dated as of January 1, 2018, as amended, by and between the Company and Mr.

Yekutiel (the “Yekutiel US Consulting Agreement”), (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr.

Yekutiel (the “Yekutiel UK Consulting Agreement), (iv) the Employment Agreement, dated as of June 18, 2017, as amended, by and between Kaltura Ltd.

and Yaron Garmazi, the Company’s Chief Financial Officer (the “Garmazi Employment Agreement”), and (v) the Employment Agreement, dated as of April 1, 2018, as amended, by and between Kaltura Ltd.

and Michal Tsur, the Company’s President and Chief Marketing Officer (the “Tsur Employment Agreement”).

(a) On February 20, 2024, the Company and Ron Yekutiel, the Company’s Chairman, Chief Executive Officer and President, entered into amendments (each, an “Amendment” and collectively, the “Amendments”) to (i) the Employment Agreement, dated as of May 1, 2012, as amended, by and between Kaltura Ltd.

Yekutiel (the “Yekutiel Employment Agreement”), (ii) the Consulting Agreement, dated as of January 1, 2018, as amended, by and between the Company and Mr.

Yekutiel (the “Yekutiel US Consulting Agreement”) and (iii) the Consulting Agreement, dated as of May 1, 2014, as amended, by and between Kaltura Europe Limited and Mr.

Yekutiel (the “Yekutiel UK Consulting Agreement”).

Pursuant to the Amendments, under the Company’s 2024 Executive Compensation Plan, Mr.

Yekutiel, Dr.

Garmazi will receive up to 264,365, 152,245 and 168,528 restricted stock units, respectively (the “MBO RSUs”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”), which shall vest in full based upon achievement of 100% of certain performance targets set forth in the 2023 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $188,360, $108,474 and $120,076, respectively, which shall be paid in cash upon achievement of such performance targets above 100% attainment;

all, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Following the end of the applicable year, the Compensation Committee of the Board of Directors of the Company will evaluate achievement of the performance targets and determine the number of MBO RSUs that will vest, and the amount of annual “stretch” bonuses that will be paid to each executive.

Further, the Amendments provide that under the 2021 Plan, each of Mr.

Yekutiel, Dr.

Garmazi would be entitled to receive 1,622,238, 553,618 and 766,036 restricted stock units, respectively (the “LTI RSUs”).

The LTI RSUs vest in quarterly installments over a two-year period commencing as of January 1, 2023 with the first quarterly vesting date on April 1, 2023, subject to continued employment through the vesting date.

In the event of a termination of service of any executive without Cause or by the executive for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by such executive will become vested in full on the date of such termination.

Yekutiel will receive up to 326,000 restricted stock units (the “MBO RSUs”) under the Company’s 2021 Incentive Award Plan (the “2021 Plan”), which shall vest in full based upon achievement of 100% of certain performance targets set forth in the 2024 Executive Compensation Plan, and be eligible to earn additional annual “stretch” bonuses of up to $220,500, which shall be paid in cash upon achievement of such performance targets above 100% attainment, subject to and in accordance with the satisfaction of the aforementioned performance targets.

Further, under the 2024 Executive Compensation Plan and the 2021 Plan, Mr.

Yekutiel will be entitled to receive 2,746,000, restricted stock units (the “LTI RSUs”).

The LTI RSUs vest in quarterly installments over a three-year period commencing as of January 1, 2024 with the first quarterly vesting date on March 1, 2024, subject to continued employment through the vesting date.

In the event of a termination of service of Mr.

Yekutiel without Cause or by Mr.

Yekutiel for Good Reason (each as defined in the applicable award agreement) during the twelve (12) month period immediately following a Change in Control (as defined in the 2021 Plan), the LTI RSUs held by him will become vested in full on the date of such termination.

In addition, under the Amendment to the Yekutiel Employment Agreement, effective as of January 1, 2024, Mr.

Yekutiel’s annual base salary shall be increased by NIS 110,670 to an aggregate amount of NIS 659,598.

The foregoing descriptions of the Amendments are not complete and are qualified in their entirety by reference to the full and complete terms contained in the respective Amendment, copies of which are filed as Exhibits 10.20, 10.21 and 10.22 respectively, to this Annual Report on Form 10-K and are incorporated herein by reference.

(b) During the three months ended December 31, 2023, the following directors and officers of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item in Item 408(a) of Regulation S-K :

Director/Sec.

16 Officer Action Date Trading Arrangement Total Shares to be Sold Expiration Date

Rule 10b5-1* Non-Rule 10b5-1**

1,800,000.00 12/31/2024

* Intended to satisfy the affirmative defense of Rule 10b5-1(c)

** Not intended to satisfy the affirmative defense of Rule 10b5-1(c)

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

1 unchanged sentence

Directors, Executive Officers and Corporate Governance.

The following table provides information regarding our executive officers and members of our board of directors (ages as of the date of this Annual Report on Form 10-K):

The following table provides information regarding our executive officers and members of our board of directors as of the date of this Annual Report on Form 10-K:

Executive Officers

50 Chairman, Chief Executive Officer and Director

51 Chairman, Chief Executive Officer, President and Director

Yaron Garmazi

59 Chief Financial Officer

50 President and Chief Marketing Officer

50 Chief Revenue Officer

Natan Israeli

52 Chief Customer Officer

Non-Employee Directors

1 unchanged sentence

Naama Halevi Davidov

Eyal Manor (1)

(1) Commencing January 25, 2023.

Executive Officers

Ron Yekutiel is one of our co-founders and has served as our Chief Executive Officer and as Chairman of our board of directors since October 2006.

Ron Yekutiel is one of our co-founders and has served as our Chief Executive Officer and as Chairman of our board of directors since October 2006 and as President from January 15, 2024.

Prior to Kaltura, Mr.

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He is a Certified Public Accountant (ISR) and received a Bachelor of Arts in Accounting and Business Management from the Tel Aviv College of Management in 1993.

Michal Tsur is one of our co-founders and has served as our President and Chief Marketing Officer since 2006.

Prior to Kaltura, Dr.

Tsur was a co-founder and Vice President of Cyota, Inc., an online security and anti-fraud solutions company, from 1999 to 2005.

Tsur was a post-doctoral fellow at Yale Law School from 2005 to 2006, and received a Doctoral degree from New York University in 2005 and a Bachelor of Arts in Law and Economics from the Hebrew University of Jerusalem in 1996.

Garmazi shall cease serving as Chief Financial Officer and an Executive Officer from February 29, 2024.

Eynav Azaria has served as our Chief Revenue Officer since August 2022 and as an executive officer since January 2024.

Prior to that, Mr.

Azaria served as Chief Executive Officer of Panorama Software Inc., a business intelligence software company, from 2004 to 2020.

Before joining Panorama, Mr.

Azaria was Chief Operating Officer for BrowseUp Ltd., and before that he served as campaign manager for the Israeli Labor Party and former prime minister, Mr.

Azaria also served as the CEO of the International Center for Peace in the Middle East.

Azaria is a member of the board of trustees of the Afeka Engineering College in Israel.

Natan Israeli has served as our Chief Customer Officer since November 2020 and as an executive officer since January 2024.

Prior to joining Kaltura, throughout 2020 Mr.

Israeli was the CEO for Ambar A.M.

Enterprise Ltd., that was active in the Israeli energy and infrastructure industries.

Prior to that Mr.

Israeli served for three decades in the Israeli Air Force (IAF) as an officer and helicopter pilot.

His last position was head of all IAF Human Resources from 2016 to 2020, in which capacity he was responsible for tens of thousands of people.

Prior to that Mr.

Israeli has hed various senior positions, including the IAF's CIO and head of its information systems from 2012 to 2014.

Non-Employee Directors

Richard Levandov has served as a member of our board of directors since 2007.

Levandov has also served as a general partner at Avalon Ventures, a venture capital firm, since 2007 and as a general partner at Masthead Venture Partners, a venture capital firm, since 1999.

Levandov currently sits on the board of directors of both Avalon Ventures and Masthead Venture Partners.

He received a Bachelor of Science in Management from Binghamton University in 1976.

Levandov has over 30 years of experience as a technology venture capitalist, operator and entrepreneur, most recently as a partner at Avalon Ventures from 2007 to date.

Levandov is active in the Boston, New York City, San Francisco and Seattle venture and entrepreneurial communities.

As a past judge on the MIT 100k business plan competition he remains very active in various organizations on both U.S.

coasts, promoting the creation of new disruptive enterprises.

He received a Bachelor of Science from Binghamton University in 1976.

Levandov was selected to serve on our board of directors because of his extensive experience in the venture capital industry.

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He co-founded Retrain.ai, an artificial intelligence company, in August 2020 and has served as its Chief Executive Officer and Chairman of the board of directors since its founding.

David also currently serves on the board of directors of King Alfred School Society, a co-educational independent day school.

He was a post-doctoral fellow at Yale Law School from 2007 to 2008, and received a Ph.D.

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Faier has served as the Chief Financial Officer of SolarEdge Technologies, Inc., an energy management company, since January 2011.

Additionally, Mr.

Faier has served as a director of Monday.com since 2021 and a director of Cato Networks since February 2023.

Prior to his role at SolarEdge, Mr.

Faier has served in various executive positions at publicly traded companies such as SanDisk Corporation, a manufacturing company, VocalTec Communications, Inc., a telecom equipment provider, and msystems Ltd., a flash storage device company.

Faier has served in various executive positions at publicly traded technology companies such as SanDisk Corporation, a semiconductor manufacturing company, Msystems Ltd., a semiconductor memory devices manufacturing company and VocalTec Communications, Inc., a telecom equipment provider.

Faier is a Certified Public Accountant in Israel.

He received a Master’s of Business Administration from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University of Jerusalem in 1996.

He received a Master’s of Business Administration with honors from Tel Aviv University in 2000 and a Bachelor of Arts in Accounting and Economics from the Hebrew University of Jerusalem in 1996.

Faier was selected to serve on our board of directors because of his extensive financial and public company experience.

Naama Halevi Davidov has served on our board of directors since July 2021.

Halevi Davidov has served as a Financial Consultant to Joytunes Ltd., a developer of music learning software, since April 2021 and as a director of Gamida-Cell Ltd., since February 2022.

Prior to that, Dr.

Halevi served as Financial Advisor to Gloat Ltd., a talent marketplace platform, and to Healthy IO Ltd., a manufacturer and marketer of medical equipment.

Halevi Davidov has been the Chief Financial Officer of XM Cyber Ltd., a global cybersecurity company, since May 2022.

Prior to this role, Dr.

Halevi Davidov served as a consultant to several technology companies including Simply Ltd.

(formerly named JuyTunes), Gloat Ltd.

and Healthy.IO.

Halevi Davidov is also serving as a member of the board of directors of Kornit Digital Ltd.

(NASDAQ KRNT) since August 2023 and Acteils Networks (NASDAQ ASNS) since May 2022.

Halevi Davidov served as our Chief Financial Officer from November 2012 to August 2017.

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Eyal Manor has served on our board of directors since January 2023.

Manor has served as Chief Product & Engineering Officer at Twilio since November 2021, overseeing the execution of Twilio’s CPaaS and Segment's CDP future product roadmap.

Prior to that, since 2016 to November 2021 Mr.

Manor served at various positions at Google, most recently as Vice President & General Manager at Google Cloud, where he led a portfolio of technologies, including Kubernetes, Serverless Developer Platforms, Marketplace, and other products.

Manor has served as Chief Product & Engineering Officer at Twilio from 2021 to 2023, overseeing CPaaS and Segment's CDP.

Prior to that, from 2016 to November 2021 Mr.

Manor served as Vice President & General Manager at Google Cloud, where he led a portfolio of technologies, including Kubernetes, Serverless Developer Platforms, Marketplace, and other products.

In his previous roles with Google, Mr.

Manor was VP of Engineering in YouTube and spearheaded the development of Advertising products.

Manor was VP of Engineering at YouTube and spearheaded the development of advertising products.

Before joining Google, Mr.

Manor founded Voice and Video SaaS streaming startup and was in an IAF Research Group.

Manor received a Bachelor of Arts in Economics from the Tel Aviv University in 1994.

Manor was selected to serve on our board of directors because of his vast experience in building successful SaaS products and innovative platform technologies.

Manor graduated from Tel Aviv University in 1994.

Manor was selected to serve on our board of directors because of his vast experience \ building successful SaaS products and innovative platform technologies.

Family Relationships

51 unchanged sentences

10-K 001-40644 10.3 2/25/2022

Third Amendment to Credit Agreement, dated as of April 19, 2022, by and among Kaltura, Inc.

(the “Borrower”), the subsidiaries of the Borrower party thereto, the several banks and other financial institutions or entities party thereto, and Silicon Valley Bank, as the Administrative Agent, the Issuing Lender and the Swingline Lender.

001-40644 10.1

Fourth Amendment to Credit Agreement, dated as of May 23, 2023, by and among Kaltura, Inc.

(the “Borrower”), the subsidiaries of the Borrower party thereto, the several banks and other financial institutions or entities party thereto, and Silicon Valley Bank, a Division of First-Citizens Bank & Trust Company, as the Administrative Agent, the Issuing Lender and the Swingline Lender.

001-40644 10.2

Fifth Amendment to Credit Agreement, dated as of December 21, 2023, by and among Kaltura, Inc.

001-40644 10.1

Guarantee and Collateral Agreement, dated as of January 14, 2021, by and among Kaltura, Inc., the other Grantors referred to therein, and Silicon Valley Bank, as administrative agent.

30 unchanged sentences

8-K 001-40644 10.3 04/05/2022

Employment Agreement, dated as of June 18, 2017, by and between Kaltura Ltd.

and Yaron Garmazi, as amended.

8-K 001-40644 10.4 04/05/2022

Employment Agreement, dated as of April 1, 2018, by and between Kaltura Ltd.

and Michal Tsur, as amended.

8-K 001-40644 10.5 04/05/2022

Amendment to Employment Agreement, dated as of February 2 0 , 202 4 , by and between Kaltura Ltd and Ron Yekutiel

1 unchanged sentence

Amendment to Consulting Agreement, dated as of February 2 0 , 202 4 , by and between Kaltura Europe Limited and Ron Yekutiel

Amendment to Employment Agreement, dated as of February 23, 2023, by and between Kaltura Ltd and Yaron Garmazi

Amendment to Employment Agreement, dated as of February 23, 2023, by and between Kaltura Ltd and Michal Tsur

Letter of Agreement with Yaron Garmazi, dated January 14, 2024.

8-K 001-40644 10.2 01/16/2024

Incentive Award Cancellation Agreement with Yaron Garmazi, dated February 13, 2024

Letter of Agreement with Michal T s ur dated January 1 4 , 2024.

Incentive Award Cancellation Agreement with Michal Tsur dated February 13, 2024

Employment Agreement, dated as of December 22 , 20 20 , by and between Kaltura Ltd.

and Eynav Azaria , as amended.

Employment Agreement, dated as of November 26 , 2020, by and between Kaltura Ltd.

and Natan Israeli as amended.

Kaltura, Inc.

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List of Subsidiaries of Kaltura, Inc.

10-K 001-40644 21.1

Consent of Kost Forer Gabbay & Kasierer, a member of Ernst & Young Global, Independent Registered Public Accounting Firm.

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Section 1350.

Policy Relating to Recovery of Erroneously Awarded Compensation

101.INS Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document *

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/s/ Ron Yekutiel

Chairman and Chief Executive Officer

Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.

1 unchanged sentence

/s/ Ron Yekutiel

Chairman and Chief Executive Officer and Director

Chairman, President and Chief Executive Officer and Director

February 22, 2024

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures