Current Report Filing (8-k)
24 March 2023 - 8:01AM
Edgar (US Regulatory)
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0001861522
2023-03-22
2023-03-22
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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): March 22, 2023
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 |
|
PIK |
|
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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
March 22, 2023, Kidpik Corp. (the “Company”, “we” or “us”) received written
notice (the “Notification Letter”) from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
notifying the Company that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2)
for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid
price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if
the deficiency continues for a period of thirty (30) consecutive business days. Based on the closing bid price of the Company’s
common stock for the thirty (30) consecutive business days from February 7, 2023 to March 21, 2023, the Company no longer meets the minimum
bid price requirement.
The
Notification Letter does not impact the Company’s listing of its common stock on the Nasdaq Capital Market at this time. The Notification
Letter states that the Company has 180 calendar days or until September 18, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2).
To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for
a minimum of 10 consecutive business days. If the Company does not regain compliance by September 18, 2023, an additional 180 days may
be granted to regain compliance, so long as the Company meets The Nasdaq Capital Market initial listing criteria (except for the bid
price requirement) and notifies Nasdaq in writing of its intention to cure the deficiency during the second compliance period by effecting
a reverse stock split, if necessary. If the Company does not qualify for the second compliance period, fails to regain compliance during
the second 180-day period, or if it appears to Nasdaq that the Company will not be able to cure the deficiency, the Company’s common
stock will be subject to delisting, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings
Panel.
The
Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options
to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.
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:
March 23, 2023
|
Kidpik
Corp. |
|
|
|
|
By: |
/s/
Ezra Dabah |
|
Name: |
Ezra
Dabah |
|
Title: |
Chief
Executive Officer |
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