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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): January 6, 2025
Kidpik
Corp.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-41032 |
|
81-3640708 |
(State
or other jurisdiction of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
200
Park Avenue South, 3rd Floor
New
York, New York |
|
10003 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 399-2323
Not
Applicable
(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 (see General Instruction A.2. below):
| ☐ |
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 |
| Common
Stock, $0.001 par value per share |
|
PIKM |
|
None(1) |
(1)
On December 20, 2024, Kidpik Corp. (the “Company”) received written notice from the Listing Qualifications Department
of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined that the Company’s common
stock would be delisted from Nasdaq. On December 26, 2024, the Company’s common stock was suspended from trading and began trading
on the OTC Pink Market under the symbol “PIKM.”
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
1.02. Termination of a Material Definitive Agreement.
On
January 6, 2025, Nina Footwear Corp., a Delaware corporation (“Nina Footwear”), terminated the Agreement and Plan
of Merger and Reorganization (as amended, the “Merger Agreement”), originally entered into on March 29, 2024, by and
among Kidpik Corp. (the “Company”, “we” and “us”), Nina Footwear and Kidpik
Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Kidpik (“Merger Sub”), which contemplated
Merger Sub being merged with and into Nina Footwear, with Nina Footwear surviving as a wholly-owned subsidiary of Kidpik (the “Merger”),
by delivering a notice of termination to the Company’s Strategy and Alternatives Committee (the “Termination Notice”).
Pursuant
to the Merger Agreement, either party could terminate the Merger Agreement if the Merger was not consummated by December 31, 2024, subject
to certain extension rights, and Nina Footwear could terminate the Merger Agreement if certain material adverse effects affecting
the Company occurred. The Termination Notice provides for termination of the Merger Agreement due to the failure of the Merger to close
by December 31, 2024, and Kidpik’s failure to meet the condition to closing of the Merger which required Kidpik’s common
stock to be traded on Nasdaq at closing. The Company does not plan to challenge the termination of the Merger Agreement.
Upon
termination of the Merger Agreement there was no termination fee or expense reimbursement payable by either party in connection with
the termination.
The
foregoing description of the Merger Agreement (as amended or modified from time to time) does not purport to be complete and is qualified
in its entirety by reference to the full text of the Merger Agreement and its amendment, which are incorporated by reference herein as
Exhibits 2.1 and 2.2.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed by the Company in the Current
Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “Commission” or the “SEC”)
on December 26, 2024, on December 20, 2024, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”)
indicating that the Nasdaq Hearings Panel (the “Panel”) had determined to delist the Company’s securities from
Nasdaq based upon the Company’s non-compliance with Listing Rule 5550(b)(1), Nasdaq’s minimum shareholders’ equity
rule (the “Equity Rule”). As a result of the Panel’s decision, Nasdaq suspended trading in the Company’s
securities effective at the open of business on Thursday, December 26, 2024. Concurrent with the suspension of trading of its common
stock on Nasdaq, the Company’s shares began trading on the OTC Markets’ “OTC Pink Market” tier under the
symbol “PIKM.”
At
the time of the filing of the December 26, 2024, Current Report on Form 8-K, the Company disclosed that it intended to appeal the Panel’s
decision; however, as a result of the termination of the Merger Agreement, the Company determined that it would be unable to timely meet
the Equity Rule and that such an appeal would likely be denied. As a result, on January 6, 2025, the Company determined to not move forward
with the appeal.
The
Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days
after the December 20, 2024, Nasdaq Delisting Notice. In connection with the Nasdaq Delisting Notice, Nasdaq will complete the delisting
by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on
Form 25 with the Commission after the applicable Nasdaq review and appeal periods have lapsed.
The
Company’s common stock is currently quoted on the OTC Markets’ “OTC Pink Market” tier under the symbol
“PIK”. The Company can provide no assurances that any broker-dealer will make a market in its common stock or that
trading levels, liquidity, or quotation prices will be maintained. The Company also cautions its shareholders that trading on the “OTC
Pink Market” may be subject to limited availability of information, reduced transparency, and greater volatility.
Item
8.01. Other Events.
With
the delisting of the Company’s common stock from Nasdaq, the Company no longer meets the required conditions precedent to the sale
of up to an additional $1,500,000 in convertible debentures which were expected to be sold for $1,350,000 pursuant to the terms of a
May 31, 2024 Securities Purchase Agreement (the “SPA”) entered into with EF Hutton YA Fund, LP, as previously disclosed
in the Current Report on Form 8-K filed by the Company with the Commission on June 5, 2024, and as a result, the Company no longer expects
to sell any additional convertible debentures under the SPA.
Following
the termination of the Merger and to the extent that that the Company has the financial means to do so, the Company may
explore strategic alternatives focused on maximizing shareholder value including a potential sale of assets of the Company, a sale of
the Company, another merger, liquidation or other strategic action, including a potential bankruptcy. There can be no assurance that
the Company will have sufficient funds to explore strategic alternatives, that the exploration of strategic alternatives will
result in any agreements or transactions, or that, if completed, any agreements or transactions will be successful or on attractive terms.
The Company does not expect to disclose or provide an update concerning developments related to this process until the Company enters
into definitive agreements or arrangements with respect to a transaction or otherwise determines that other disclosure is necessary or
appropriate.
On
January 8, 2025, the Company issued a press release announcing the termination of the Merger Agreement and decision not to move forward
with the appeal of the Panel’s determination to delist the Company’s common stock from Nasdaq. A copy of the press release
is attached as Exhibit 99.1 and incorporated herein by reference.
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
| Exhibit
No. |
|
Description |
| 2.1#£ |
|
Agreement and Plan of Merger and Reorganization, dated March 29, 2024, by and among Kidpik Corp., Kidpik Merger Sub, Inc. and Nina Footwear Corp. (Filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 1, 2024, and incorporated herein by reference) |
| 2.2 |
|
First Amendment to Agreement and Plan of Merger and Reorganization, dated July 2024, by and among Kidpik Corp., Kidpik Merger Sub, Inc. and Nina Footwear Corp. (Filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on July 26, 2024, and incorporated herein by reference) |
| 99.1* |
|
Press Release dated January 8, 2025 |
| 104 |
|
Inline
XBRL for the cover page of this Current Report on Form 8-K |
*
Filed herewith.
#
Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or
Exhibit will be furnished supplementally to the Commission upon request; provided, however that Kidpik Corp. may request confidential
treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.
£
Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant
to Item 601(a)(6) of Regulation S-K.
Non-Active
Hyperlinks
The
inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and
not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into
this Form 8-K.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this Current Report on Form 8-K and the press release attached, regarding matters that are not historical facts,
are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private
Securities Litigation Reform Act of 1995 (the “PSLRA”). These include, but are not limited to, statements relating
to exploring strategic alternatives, to the extent that that the Company has the financial means to do so, that may include sale
of assets of the Company, a sale of the Company, a merger or other strategic action, including bankruptcy, the timing of such strategic
alternatives and the value to shareholders resulting therefrom, including, but not limited to the fact that shareholders may receive
no value in a bankruptcy and may have their equity cancelled, considering the Company’s significant outstanding debt; projections
and estimates of the Company’s corporate strategies, future operations and plans, including the costs thereof; and other statements
regarding management’s intentions, plans, beliefs, expectations or forecasts for the future; the ability of the Company to obtain
additional funding, the terms of such funding and potential dilution caused thereby; the continuing effect of changes in interest rates
and inflation on the Company’s operations, sales, and market for its products; deterioration of the global economic environment;
rising interest rates and inflation and the Company’s ability to control costs, including employee wages and benefits and other
operating expenses; the Company’s prior decision to cease purchasing new products and the resulting reduced revenues associated
therewith; the Company’s history of losses; the Company’s ability to maintain current members and customers and grow members
and customers; risks associated with the effect of global pandemics, and governmental responses thereto on the Company’s operations,
those of the Company’s vendors, the Company’s customers and members and the economy in general; increased shipping costs
due to inflation and other matters; disruptions at the Company’s warehouse facility and/or of its data or information services,
the Company’s ability to locate warehouse and distribution facilities and the lease terms of any such facilities; issues affecting
the Company’s shipping providers; disruptions to the internet; risks that effect the Company’s ability to successfully market
products to key demographics; the effect of data security breaches, malicious code and/or hackers; increased competition and the Company’s
ability to maintain and strengthen the Company’s brand name; the fact that the Company’s Chief Executive Officer has majority
voting control over the Company; the Company’s ability to comply with the covenants of securities purchase agreements and termination
rights associated therewith; the Company’s ability to prevent credit card and payment fraud; the risk of unauthorized access to
confidential information; the Company’s ability to protect intellectual property and trade secrets, claims from third-parties that
the Company has violated their intellectual property or trade secrets and potential lawsuits in connection therewith; the Company’s
ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect
of new laws or regulations, and the Company’s ability to comply with such new laws or regulations; changes in tax rates; the Company’s
reliance and retention of management; the outcome of future lawsuits, litigation, regulatory matters or claims; and others that are included
from time to time in filings made by the Company with the Securities and Exchange Commission, many of which are beyond the control of
the Company, including, but not limited to, in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk
Factors” sections in the Company’s Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from
time to time, with the Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year
ended December 30, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 28, 2024. These reports are available at
www.sec.gov and on the Company’s website at https://investor.kidpik.com/sec-filings. The Company cautions that the foregoing list
of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person
acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown
or unpredictable factors also could have material adverse effects on the Company’s future results and/or could cause their actual
results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements
included in this press release are made only as of the date hereof. The Company cannot guarantee future results, levels of activity,
performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Except as required
by law, the Company does not undertake any obligation to update publicly any forward-looking statements for any reason after the date
of this press release to conform these statements to actual results or to changes in their expectations. If they update one or more forward-looking
statements, no inference should be drawn that they will make additional updates with respect to those or other forward-looking statements.
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.
Dated:
January 8, 2025
| |
Kidpik
Corp. |
| |
|
|
| |
By: |
/s/
Ezra Dabah |
| |
Name: |
Ezra
Dabah |
| |
Title: |
Chief
Executive Officer |
Exhibit 99.1
Kidpik
Announces Termination of Merger Agreement and
Decision Not to Appeal Suspension of Trading of its Common Stock on Nasdaq
NEW
YORK – January 8, 2024—Kidpik Corp. (“Kidpik” or the “Company”), an online clothing
subscription-based e-commerce company, today announced the termination of the previously announced Agreement and Plan of Merger and Reorganization
with Nina Footwear Corp., a Delaware corporation (“Nina Footwear”), and Kidpik Merger Sub, Inc., a Delaware corporation
and wholly-owned subsidiary of Kidpik (“Merger Sub”), which contemplated Merger Sub being merged with and into Nina
Footwear, with Nina Footwear surviving as a wholly-owned subsidiary of Kidpik (the “Merger”). The Merger was terminated
by Nina Footwear due to the parties’ failure to complete the Merger by the previously agreed deadline of December 31, 2024, and
Kidpik’s failure to meet the condition to closing of the Merger which required Kidpik’s common stock to be traded on Nasdaq
at closing.
Kidpik
is controlled by Mr. Ezra Dabah, the Chief Executive Officer, Chairman, and majority stockholder (51% beneficial owner) of Kidpik, who
is also the Chief Executive Officer of Nina Footwear. Mr. Dabah and his children own approximately 79.3% of Nina Footwear.
As
a result of the termination of the Merger, Kidpik will continue to operate as a standalone publicly-traded company on the OTC Markets.
Separately,
Kidpik announced today that it has determined not to move forward with an appeal of the decision by Nasdaq to delist the trading in the
Company’s common stock on Nasdaq’s Capital Market. Kidpik determined that with the termination of the Merger, it would be
unable to timely meet the Exchange’s minimum shareholders’ equity rule and that such an appeal would likely be denied.
The
Company’s common stock is currently quoted on the OTC Markets’ “OTC Pink Market” tier under the symbol “PIKM”.
The Company can provide no assurances that any broker-dealer will continue to make a market in its common stock or that trading levels,
liquidity, or quotation prices will be maintained. The Company also cautions its shareholders that trading on the “OTC Pink Market”
may be subject to limited availability of information, reduced transparency, and greater volatility.
With
the delisting of the Company’s common stock from Nasdaq, the Company no longer meets the required conditions precedent to the sale
of up to an additional $1,500,000 in convertible debentures which were expected to be sold for $1,350,000, as previously disclosed, and
no longer expects to sell such convertible debentures.
Following
the termination of the Merger, to the extent that Kidpik has the financial means to do so, Kidpik may explore strategic
alternatives focused on maximizing shareholder value including a potential sale of assets of the Company, a sale of the Company, another
merger, liquidation or other strategic action, including a potential bankruptcy. There can be no assurance that Kidpik will have sufficient
funding to explore strategic alternatives, that the exploration of strategic alternatives will result in any agreements or transactions,
or that, if completed, any agreements or transactions will be successful or on attractive terms. Kidpik does not expect to disclose or
provide an update concerning developments related to this process until Kidpik enters into definitive agreements or arrangements with
respect to a transaction or otherwise determines that other disclosure is necessary or appropriate.
About
Kidpik Corp.
Founded
in 2016, KIDPIK (OTC:PIKM) is an online clothing subscription box for kids, offering mix & match, expertly styled outfits that are
curated based on each member’s style preferences. KIDPIK delivers a surprise box monthly or seasonally, providing an effortless
shopping experience for parents and a fun discovery for kids. Each seasonal collection is designed in-house by a team with decades of
experience designing childrenswear. KIDPIK combines the expertise of fashion stylists with proprietary data and technology to translate
kids’ unique style preferences into surprise boxes of curated outfits. We also sell our branded clothing and footwear through our
e-commerce website, shop.kidpik.com. For more information, visit www.kidpik.com.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
statements contained in this press release regarding matters that are not historical facts, are forward-looking statements within
the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act
of 1995 (the “PSLRA”). These include, but are not limited to, statements relating to exploring strategic alternatives,
to the extent that the Company has the financial means to do so, that may include the sale of assets of the Company, a sale of the Company, a merger or other strategic
action, including bankruptcy, the timing of such strategic alternatives and the value to shareholders resulting therefrom,
including, but not limited to the fact that shareholders may receive no value in a bankruptcy and may have their equity cancelled,
considering the Company’s significant outstanding debt; projections and estimates of Kidpik’s corporate strategies,
future operations and plans, including the costs thereof; and other statements regarding management’s intentions, plans,
beliefs, expectations or forecasts for the future; the ability of the Company to obtain additional funding, the terms of such
funding and potential dilution caused thereby; the continuing effect of changes in interest rates and inflation on Kidpik’s
operations, sales, and market for its products; deterioration of the global economic environment; rising interest rates and
inflation and Kidpik’s ability to control costs, including employee wages and benefits and other operating expenses;
Kidpik’s prior decision to cease purchasing new products and the resulting reduced revenues associated therewith;
Kidpik’s history of losses; Kidpik’s ability to maintain current members and customers and grow members and customers;
risks associated with the effect of global pandemics, and governmental responses thereto on Kidpik’s operations, those of
Kidpik’s vendors, Kidpik’s customers and members and the economy in general; increased shipping costs due to inflation
and other matters; disruptions at Kidpik’s warehouse facility and/or of its data or information services, Kidpik’s
ability to locate warehouse and distribution facilities and the lease terms of any such facilities; issues affecting Kidpik’s
shipping providers; disruptions to the internet; risks that effect Kidpik’s ability to successfully market products to key
demographics; the effect of data security breaches, malicious code and/or hackers; increased competition and Kidpik’s ability
to maintain and strengthen Kidpik’s brand name; the fact that Kidpik’s Chief Executive Officer has majority voting
control over Kidpik; Kidpik’s ability to comply with the covenants of securities purchase agreements and termination rights
associated therewith; Kidpik’s ability to prevent credit card and payment fraud; the risk of unauthorized access to
confidential information; Kidpik’s ability to protect intellectual property and trade secrets, claims from third-parties that
Kidpik has violated their intellectual property or trade secrets and potential lawsuits in connection therewith; Kidpik’s
ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the
effect of new laws or regulations, and Kidpik’s ability to comply with such new laws or regulations; changes in tax rates;
Kidpik’s reliance and retention of management; the outcome of future lawsuits, litigation, regulatory matters or claims; and
others that are included from time to time in filings made by Kidpik with the Securities and Exchange Commission, many of which are
beyond the control of Kidpik, including, but not limited to, in the “Cautionary Note Regarding Forward-Looking
Statements” and “Risk Factors” sections in Kidpik’s Form 10-Ks and Form 10-Qs and in its Form
8-Ks, which it has filed, and files from time to time, with the Securities and Exchange Commission, including, but not limited to
its Annual Report on Form 10-K for the year ended December 30, 2023 and its Quarterly Report on Form 10-Q for the quarter ended
September 28, 2024. These reports are available at www.sec.gov and on Kidpik’s website at
https://investor.kidpik.com/sec-filings. Kidpik cautions that the foregoing list of important factors is not complete. All
subsequent written and oral forward-looking statements attributable to Kidpik or any person acting on behalf of Kidpik are expressly
qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have
material adverse effects on Kidpik’s future results and/or could cause their actual results and financial condition to differ
materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are
made only as of the date hereof. Kidpik cannot guarantee future results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these forward-looking statements. Except as required by law, Kidpik does not
undertake any obligation to update publicly any forward-looking statements for any reason after the date of this press release to
conform these statements to actual results or to changes in their expectations. If they update one or more forward-looking
statements, no inference should be drawn that they will make additional updates with respect to those or other forward-looking
statements.
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Kidpik (NASDAQ:PIK)
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Kidpik (NASDAQ:PIK)
과거 데이터 주식 차트
부터 1월(1) 2024 으로 1월(1) 2025
