UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 1, 2023
Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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New York
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0-14818
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14-1541629
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2818 N. Sullivan Rd.. Ste 130
Spokane Valley, WA 99216
(Address of Principal Executive Offices, and Zip Code)
(855) 300-2710
Registrant’s Telephone Number, Including Area Code
(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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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. ☐
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, $0.01 par value per share
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KSPN
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OTCQB
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| Item 2.05 |
Costs Associated with Exit or Disposal Activities.
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After an assessment of our current cash and liquidity position, we decided to initiate a reduction in force of substantially all of our employees other than
a core group of employees. We estimate that we will incur approximately $1.8 million for retention, severance and other employee termination-related costs in the fourth quarter of 2023. We expect to substantially complete the workforce reduction
prior to the end of January 2024. The estimate of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions, and actual results may differ.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995. These statements may be identified by words and phrases such as “aims,” “anticipates,” “believes,” “could,” “designed to,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,”
“potential,” “seeks,” “will,” and variations of these words and phrases or similar expressions that are intended to identify forward-looking statements. These forward-looking statements include, without limitation, statements regarding the Company’s
estimate of costs that it expects to incur in connection with the reduction-in-force. Any such statements that are not statements of historical fact may be deemed to be forward-looking statements.
Any forward-looking statements are based on the Company’s current expectations, estimates and projections only as of the date of this Current Report on
Form 8-K and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these and other risks and
uncertainties, and other important factors, any of which could cause the Company’s actual results to differ materially and adversely from those contained in the forward-looking statements, see the section entitled “Risk Factors” in the Company’s most
recent Annual Report on Form 10-K and our subsequent periodic reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the SEC. The Company explicitly disclaims
any obligation to update any forward-looking statements except to the extent required by law.
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.
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Dated: December 4, 2023
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Kaspien Holdings Inc.
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By:
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/s/ Edwin Sapienza
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Name: Edwin Sapienza
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Title: Chief Financial Officer
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