KIDPIK Enters Into Debt Exchange Agreement
19 September 2023 - 6:15AM
Business Wire
Kidpik Corp. (“KIDPIK” or the
“Company”), an online clothing
subscription-based e-commerce company, is pleased to announce that
it has entered into a debt exchange agreement with Ezra Dabah, its
Chief Executive Officer, Chairman and largest stockholder. Pursuant
to the debt exchange agreement, Mr. Dabah agreed to exchange $1.2
million of outstanding promissory notes, which were due on demand,
for 1,553,800 shares of restricted common stock of the Company,
based on a conversion price of $0.7723 per share, which was 29.8%
above the closing sales price of the Company’s common stock on the
Nasdaq Capital Market on September 15, 2023, the date that the
agreement was entered into.
The 1,553,800 shares of restricted common stock represent
approximately 19.9% of the Company’s outstanding common stock prior
to the conversion, and increased Mr. Dabah’s beneficial ownership
of our outstanding shares of common stock from 61.7% to 68.1%.
The debt conversion was undertaken in an effort to reduce the
Company’s outstanding debt and for the Company to increase its
stockholders’ equity above $5 million as of September 18, 2023,
such that the Company would be eligible for an extension of the
period of time that the Company was provided by Nasdaq to regain
compliance with Nasdaq’s $1.00 minimum bid price requirement, which
extension the Company expects Nasdaq to grant later this week.
About Kidpik Corp.
Founded in 2016, KIDPIK (NASDAQ:PIK) 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.
Forward-Looking Statements
This press release may contain statements that constitute
“forward-looking statements” within the federal securities laws,
including The Private Securities Litigation Reform Act of 1995,
which provide a safe-harbor for forward-looking statements. In
particular, when used in the preceding discussion, the words “may,”
“could,” “expect,” “intend,” “plan,” “seek,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “continue,”
“likely,” “will,” “would” and variations of these terms and similar
expressions, or the negative of these terms or similar expressions
are intended to identify forward-looking statements within the
meaning of such laws, and are subject to the safe harbor created by
such applicable laws. Any statements made in this news release
other than those of historical fact, about an action, event or
development, are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors,
which may cause the results of KIDPIK to be materially different
than those expressed or implied in such statements. The
forward-looking statements may include projections and estimates of
KIDPIK’s corporate strategies, future operations and plans,
including the costs thereof. We have based these forward-looking
statements on our current expectations and assumptions and analyses
made by us in light of our experience and our perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
under the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is
subject to a number of risks and uncertainties, including our
actual stockholders’ equity as of the date of this press release
and as of the Company’s next fiscal quarter end; the willingness of
Nasdaq to provide us an extension to comply with Nasdaq’s minimum
bid price requirement and our ability to comply with such
requirement in the future; our ability to obtain additional
funding, the terms of such funding and potential dilution caused
thereby; the continuing effect of rising interest rates and
inflation on our operations, sales, and market for our products;
deterioration of the global economic environment; rising interest
rates and inflation and our ability to control our costs, including
employee wages and benefits and other operating expenses; our
history of losses; our ability to achieve profitability; our
ability to execute our growth strategy and scale our operations and
risks associated with such growth; our ability to maintain current
members and customers and grow our members and customers; risks
associated with the effect of global pandemics, and governmental
responses thereto on our operations, those of our vendors, our
customers and members and the economy in general; risks associated
with our supply chain and third-party service providers,
interruptions in the supply of raw materials and merchandise;
increased costs of raw materials, products and shipping costs due
to inflation; disruptions at our warehouse facility and/or of our
data or information services, our ability to locate new warehouse
and distribution facilities and the lease terms of any such
facility; issues affecting our shipping providers; disruptions to
the internet; risks that effect our ability to successfully market
our products to key demographics; the effect of data security
breaches, malicious code and/or hackers; increased competition and
our ability to maintain and strengthen our brand name; changes in
consumer tastes and preferences and changing fashion trends;
material changes and/or terminations of our relationships with key
vendors; significant product returns from customers, excess
inventory and our ability to manage our inventory; the effect of
trade restrictions and tariffs, increased costs associated
therewith and/or decreased availability of products; our ability to
innovate, expand our offerings and compete against competitors
which may have greater resources; certain anti-dilutive, drag-along
and tag-along rights which may be deemed to be held by a former
minority stockholder; our significant reliance on related party
transactions and loans; the fact that our Chief Executive Officer
has majority voting control over the Company; if the use of
“cookie” tracking technologies is further restricted, regulated, or
blocked, or if changes in technology cause cookies to become less
reliable or acceptable as a means of tracking consumer behavior;
our ability to comply with the covenants of future loan and lending
agreements and covenants; our ability to prevent credit card and
payment fraud; the risk of unauthorized access to confidential
information; our ability to protect our intellectual property and
trade secrets, claims from third-parties that we have violated
their intellectual property or trade secrets and potential lawsuits
in connection therewith; our 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 our ability to comply with such new laws or regulations;
changes in tax rates; our reliance and retention of our current
management; the outcome of future lawsuits, litigation, regulatory
matters or claims; the fact that we have a limited operating
history; the effect of future acquisitions on our operations and
expenses; our significant indebtedness; 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 our
control, including, but not limited to, in the “Cautionary Note
Regarding Forward-Looking Statements” and “Risk Factors” sections
in its 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 U.S. Securities and
Exchange Commission, including, but not limited to its Annual
Report on Form 10-K for the year ended December 31, 2022 and its
Quarterly Report on Form 10-Q for the quarter ended July 1, 2023.
These reports are available at www.sec.gov and on our 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 KIDPIK’s future results and/or
could cause our 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. We undertake no obligation to update
publicly any of these forward-looking statements to reflect actual
results, new information or future events, changes in assumptions
or changes in other factors affecting forward-looking statements,
except to the extent required by applicable laws and take no
obligation to update or correct information prepared by third
parties that is not paid for by the Company. If we update one or
more forward-looking statements, no inference should be drawn that
we will make additional updates with respect to those or other
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20230918515665/en/
Investor Relations: ir@kidpik.com
Media: press@kidpik.com
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