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): ~~July~~August 2507, 2024

KLDiscovery Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-38789	61-1898603
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9023 Columbine Road
Eden Prairie, Minnesota		55347
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 888 811-3789

   

(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 Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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 72.0102 ~~Regulation~~Results FDof ~~Disclosure~~Operations and Financial Condition.

AsOn ~~previously~~August ~~reported in the Current Report on Form 8-K filed on July 8~~7, 2024, by KLDiscovery Inc. (~~the~~ “~~Company~~KLDiscovery”), onor ~~July 3, 2024,~~ the ~~Company entered into an Exchange Agreement (the~~ “~~Exchange Agreement~~Company”) ~~pursuant~~issued toa ~~which~~press ~~the~~release ~~holders~~reporting ofits ~~all~~financial ofresults for the ~~Company’s~~three ~~convertible~~months ~~debentures~~ended ~~due~~June ~~January 10~~30, ~~2025~~2024. ~~agreed~~A tocopy ~~exchange~~of the ~~debentures~~press ~~for~~release anis ~~aggregate~~furnished ~~number~~as ofExhibit ~~new~~99.1 ~~shares~~to ofthis ~~the~~Current ~~Company’s~~Report ~~common~~on ~~stock~~Form ~~representing 96% of the Fully~~8-~~Diluted~~K. ~~Shares~~The ~~(as~~information ~~defined~~furnished inwith ~~the~~this ~~Exchange~~Item ~~Agreement) (such exchange~~2.02, ~~the~~including ~~“Debenture~~Exhibit ~~Exchange”)~~99. ~~As a condition to the Debenture Exchange~~1, ~~the~~shall ~~Company~~not ~~agreed~~be todeemed ~~hold~~"filed" afor ~~special~~purposes ~~meeting~~ of ~~its~~Section ~~stockholders~~18 ~~(the~~of ~~“Special Stockholders Meeting”) at which Company stockholders will vote on a proposal to amend and restate~~ the ~~Company’s~~Securities ~~Second~~Exchange ~~Amended~~Act ~~and Restated Certificate~~ of ~~Incorporation~~1934, as amended, inor ~~order~~otherwise subject to, ~~among other things, increase~~ the ~~number~~liabilities of ~~authorized shares of the Company’s common stock so~~ that ~~the~~section, ~~Company~~nor ~~may~~shall ~~issue~~it ~~the~~be ~~shares~~deemed ~~contemplated~~incorporated by ~~the~~reference ~~Debenture~~into ~~Exchange. The~~any ~~Company’s~~filing ~~Board~~under ~~of Directors has fixed~~ the ~~close~~Securities Act of ~~business on July 3~~1933, ~~2024~~ as ~~the record date (the “Record Date”) for the Special Stockholders Meeting~~amended, ~~which~~except ~~will~~as beexpressly ~~held~~set onforth ~~August~~by ~~12,~~specific ~~2024. The~~reference ~~proxy~~in ~~statement~~such ~~for~~a ~~the Special Stockholders Meeting is attached hereto as Exhibit 99~~filing.1.

Forward Looking Statements

This Current Report on Form 8-K includes “forward looking statements” within the meaning of the “safe harbor” provisions of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934 and the United States Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K other than statements of historical facts, including, without limitation, statements regarding Nebula, Client Portal, and KLDiscovery’s competitive advantage as a result of its focus and commitment to delivery of world-class customer service, are forward-looking statements. When used in this Current Report on Form 8-K, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside KLDiscovery’s management’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include: KLDiscovery’s potential failure to comply with privacy and information security regulations governing the client datasets it processes and stores; KLDiscovery’s ability to operate in highly competitive markets, and potential adverse effects of this competition; risk of decreased revenues if KLDiscovery does not adapt its pricing models; the ability to attract, motivate and retain qualified employees, including members of KLDiscovery’s senior management team; the ability to maintain a high level of client service and expand operations; potential issues with KLDiscovery’s product offerings that could cause legal exposure, reputational damage and an inability to deliver services; KLDiscovery’s ability to develop and successfully grow revenues from new products such as Nebula, improve existing products and adapt its business model to keep pace with industry trends; risk that KLDiscovery’s products and services fail to interoperate with third-party systems; potential unavailability of third-party technology that KLDiscovery uses in its products and services; potential disruption of KLDiscovery’s products, offerings, website and networks; difficulties resulting from KLDiscovery’s implementation of new consolidated business systems; the ability to deliver products and services following a disaster or business continuity event; disease or similar public health threat, such as COVID-19; potential unauthorized use of our products and technology by third parties and/or data security breaches and other incidents; potential intellectual property infringement claims; the ability to comply with various trade restrictions, such as sanctions and export controls, resulting from KLDiscovery’s international operations; and KLDiscovery’s substantial indebtedness, including the pending maturity and potential acceleration thereof in June 2024.

These risks and other factors discussed in the “Risk Factors” section of KLDiscovery’s Annual Report on Form 10-K filed with the Securities Exchange Commission (“SEC”), and any other reports KLDiscovery files with the SEC, could cause actual results to differ materially from those expressed or implied by forward-looking statements made by KLDiscovery or on our behalf.

Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. All statements speak only as of the date made, and unless legally required, KLDiscovery undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

99.1		KLDiscovery Press Release, dated August 7, 2024.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.	Description
99.1	Proxy Statement for KLDiscovery Inc. Special Stockholders Meeting
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

			KLDiscovery Inc.
Date:	~~July~~August 257, 2024	By:	/s/ Dawn Wilson
		Name:Title:	Dawn WilsonChief Financial Officer

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