0001432133false00014321332025-12-072025-12-07
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): December 7, 2025
Kaltura, Inc.
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Delaware |
|
001-40644 |
|
20-8128326 |
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.)
|
860 Broadway
3rd Floor
New York, New York 10003
(Address of Principal Executive Offices) (Zip Code)
(646) 290-5445
(Registrant’s telephone number, including area code)
N/A
(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
Symbols
|
|
Name of each exchange
on which registered
|
Common stock, par value $0.0001 per share |
|
KLTR |
|
The Nasdaq Stock Market LLC |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed, on September 30, 2025, Mr. John Doherty, Chief Financial Officer of Kaltura, Inc. (the “Company”), notified the Company of his intention to resign from this position, effective December 5, 2025. On December 7, 2025, the Board of Directors (the “Board”) of the Company appointed Ms. Liron Sharon, the Company’s EVP of FP&A, to serve as an interim Principal Financial Officer of the Company and Ms. Claire Rotshten, the Company’s EVP of Finance, to serve as an interim Principal Accounting Officer of the Company, both as Mr. Doherty’s successors on a temporary manner until the appointment of a new permanent Chief Financial Officer for the Company, in each case effective December 6, 2025). The Company has retained an external search firm to identify successor candidates for the Chief Financial Officer position, and such search process is currently undergoing.
Ms. Sharon, age 46, joined the Company in 2022 as its Executive Vice President of Financial Planning and Analysis (“FP&A”) and has served as Executive Vice President FP&A since 2024. Ms. Sharon has more than 20 years of experience in establishing, shaping, and leading financial departments, with a focus in FP&A (Financial, Planning & Analysis), investor relations, and procurement. Prior to joining the Company, Ms. Sharon established and led FP&A at CyberArk Software Ltd. (Nasdaq: CYBR) for almost 7 years and took part in the Company’s business model transition to recurring SaaS revenue, with outstanding recognition. Prior to CyberArk, Ms. Sharon worked at additional leading publicly traded companies, such as Alvarion, ECI Telecom, and ICL (NYSE/TASE:ICL). Ms. Sharon received a Bachelor of Arts degree in Economics with honors from Ben Gurion University, and a Master of Business Administration from Tel Aviv University. Ms. Sharon is also a Microsoft Certified System Engineer (MCSE), serves as a mentor in the industry, and gives lectures on financial aspects.
Ms. Rotshten, age 50, has served as the Company’s Executive Vice President of Finance since 2014. Ms. Rotshten brings more than 20 years of experience in shaping and leading financial operations for technology companies. Before joining the Company, Ms. Rotshten was a Certified Public Accountant and held finance positions at global, private, and publicly traded technology companies, such as Kenshoo Ltd., Alvarion Ltd., and Risco Group. In these positions Ms. Rotshten made significant contributions in leading Finance, Commercial, and Business Development processes, based on strong relationships with both vendors and customers and excellent managerial skills. Ms. Rotshten has a degree in Accounting CPA license studies from Ramat Gan College.
In connection with these designations, Ms. Sharon and Ms. Rotshten have each entered into an appointment letter, dated December 8, 2025, ratifying that Ms. Sharon and Ms. Rotshten began serving as interim Principal Financial Officer and interim Principal Accounting Officer, respectively, effective December 6, 2025. There were no changes to Ms. Sharon’s and Ms. Rotshten’s compensation arrangements in connection with these designations.
In connection with their appointments, Ms. Sharon and Ms. Rotshten are also expected to enter into the Company’s standard form of indemnification agreement for directors and officers.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
|
|
|
|
|
|
|
|
|
| Exhibit No. |
|
Description |
| 10.1 |
|
|
| 10.2 |
|
|
| 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.
|
|
|
|
|
|
|
|
|
KALTURA, INC. |
|
|
| By: |
|
/s/ Zvi Maayan |
| Name: |
|
Zvi Maayan |
| Title: |
|
General Counsel and Corporate Secretary |
Date: December 8, 2025
EX-10.1
2
pfoappointmentletter-liron.htm
EX-10.1
Document
December 8, 2025
To:
Ms. Liron Sharon
Dear Liron,
Re: Appointment as Interim Principal Financial Officer (“PFO”)
We are pleased to appoint and designate you as an interim Principal Financial Officer (“PFO”) of Kaltura, Inc. (including its subsidiaries) (the “Company”) effective as of December 6, 2025 (“Effective Date”) and hereby ratify your appointment as of such date. This letter outlines the principal terms, duties, and responsibilities of your role. It serves as an addendum to your employment agreement and forms an integral part thereof.
1. Position and Reporting
You will serve as the Company’s interim PFO and will report to the Chief Executive Officer (“CEO”), with regular reporting duties to the Board of Directors and its Audit Committee.
2. Scope of Responsibilities
Your responsibilities shall include, without limitation:
2.1. Overseeing financial planning and analysis (FP&A), budgeting, forecasting, treasury functions, investor‑relations support, and financial strategy.
2.2. Ensuring compliance with SEC reporting requirements, financial disclosures, and internal controls.
2.3. Coordinating with the PAO on accounting policies, SOX compliance, and financial statement preparation.
2.4. Managing global finance operations, cash‑flow planning, and capital‑structure recommendations.
2.5. Supporting Board reporting and presenting financial matters to the Audit Committee.
2.6. Any other responsibilities and authorizations as set forth under the applicable laws.
3. Successor to CFO Duties
Along with the Principal Accounting Officer, you will jointly assume and perform the duties typically assigned to the Chief Financial Officer (“CFO”), until such time as the Company appoints a permanent CFO or determines otherwise.
4. Authority
You will have authority over financial strategy, financial planning processes, and internal finance operations necessary to perform your responsibilities.
5. Term
Your appointment is intended to be of a temporary nature until the appointment and designation of a permanent CFO for the Company. Your appointment shall become effective on the Effective Date and shall continue until modified or terminated by the Company pursuant to applicable agreements and policies.
6. Acceptance
Please sign below to acknowledge your acceptance of this appointment.
Sincerely yours,
Sigal Srur
Chief Human Resources Officer
Accepted and agreed,
|
|
|
|
|
|
By: |
|
Name: |
Liron Sharon |
Date: |
December 8, 2025 |
EX-10.2
3
paoappointmentletter-clair.htm
EX-10.2
Document
December 8, 2025
To:
Ms. Claire Rotshten
Dear Claire,
Re: Appointment as Interim Principal Accounting Officer (“PAO”)
We are pleased to appoint and designate you as an interim Principal Accounting Officer (“PAO”) of Kaltura, Inc. (including its subsidiaries) (the “Company”) effective as of December 6, 2025 (“Effective Date”) and hereby ratify your appointment as of such date. This letter outlines the principal terms, duties, and responsibilities of your role. It serves as an addendum to your employment agreement and forms an integral part thereof.
1. Position and Reporting
You will serve as the Company’s interim PAO and will report to the Chief Executive Officer (“CEO”), with regular reporting duties to the Board of Directors and its Audit Committee.
2. Scope of Responsibilities
Your responsibilities shall include, without limitation:
2.1. Overseeing the Company’s accounting policies, internal controls over financial reporting, global consolidation, tax reporting, and financial close processes.
2.2. Ensuring compliance with U.S. GAAP and SEC reporting requirements, including preparation and review of Forms 10‑K, 10‑Q, and 8‑K (as applicable).
2.3. Managing external auditors, SOX compliance, and internal audit processes.
2.4. Collaborating with the Principal Financial Officer (“PFO”) to support budgeting, forecasting, and financial analysis.
2.5. Supporting the Company’s risk‑management framework and presenting accounting matters to the Audit Committee.
2.6. Any other responsibilities and authorizations as set forth under the applicable laws.
3. Successor to CFO Duties
Along with the Principal Financial Officer, you will jointly assume and perform the duties typically assigned to the Chief Financial Officer (“CFO”), until such time as the Company appoints a permanent CFO or determines otherwise.
4. Authority
You will have full authority to implement accounting policies, oversee the Company’s financial statements, and access financial systems and records necessary to perform your duties.
5. Term
Your appointment is intended to be of a temporary nature until the appointment and designation of a permanent CFO for the Company. Your appointment shall become effective on the Effective Date and shall continue until modified or terminated by the Company pursuant to applicable agreements and policies.
6. Acceptance
Please sign below to acknowledge your acceptance of this appointment.
Sincerely yours,
Sigal Srur
Chief Human Resources Officer
Accepted and agreed,
|
|
|
|
|
|
By: |
|
Name: |
Claire Rotshten |
Date: |
December 8, 2025 |