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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): September 19, 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.
As
previously reported, on March 22, 2023, Kidpik Corp. (the “Company”) received a letter from the Listing Qualifications
Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, based upon
the closing bid price of the Company’s common stock, $0.001 par value per share (the “Common Stock”) for the
prior 30 consecutive business days, the Company was not in compliance with the requirement to maintain a minimum bid price of $1.00 per
share for continued listing on The Nasdaq Capital Market LLC, as set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid
Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company was provided a grace period of 180 days,
or until September 18, 2023, to regain compliance with the Minimum Bid Price Requirement.
On
August 29, 2023, the Company submitted a request to Nasdaq for an additional 180-day extension to regain compliance with the Minimum
Bid Price Requirement. On September 19, 2023, the Company received a letter from Nasdaq advising that the Company had been granted a
180-day extension to March 18, 2024, to regain compliance with the Minimum Bid Price Requirement, in accordance with Nasdaq Listing Rule
5810(c)(3)(A).
The
Company will continue to monitor the closing bid price of its Common Stock and will, if necessary, implement a reverse stock split of
its outstanding securities, to regain compliance with the Minimum Bid Price Requirement. The stockholders of the Company, at the June
19, 2023, annual meeting of stockholders previously approved an amendment to our Second Amended and Restated Certificate of Incorporation,
to effect a reverse stock split of our issued and outstanding shares of our Common Stock, by a ratio of between one-for-five to one-for-twenty,
inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee
thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024.
If
the Company does not regain compliance within the allotted compliance period, Nasdaq will provide notice that the Company’s Common
Stock will be subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There
can be no assurance that the Company will regain compliance with the Minimum Bid Price Requirement during this 180-day extension.
Item
8.01 Other Events.
On
September 21, 2023, the Company issued a press release announcing that Nasdaq had granted its request for a 180-day extension to regain
compliance with the Minimum Bid Price Requirement. A copy of the press release is attached hereto as Exhibit 99.1, and incorporated
by reference herein.
Risks
Related to our Common Stock
The
Company is including the below update to its risk factors, for the purpose of supplementing and updating the disclosure contained in
its Annual Report on Form 10-K for the fiscal year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”)
on March 31, 2023 and its Quarterly Report on Form 10-Q for the period ended July 1, 2023, filed with the SEC on August 15, 2023.
If
we fail to comply with the continued minimum closing bid requirements of The Nasdaq Capital Market LLC (“Nasdaq”)
by March 18, 2024, or other requirements for continued listing, including stockholder equity requirements, our Common Stock may be delisted
and the price of our Common Stock and our ability to access the capital markets could be negatively impacted.
Our
Common Stock is listed for trading on Nasdaq. In order to remain listed on Nasdaq, we must satisfy Nasdaq’s continued listing requirements,
including, among other things, the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) (the “Minimum
Bid Price Requirement”).
On
March 22, 2023, the Staff of the Listing Qualifications Department of The Nasdaq Stock Market LLC (the “Staff”) notified
us that we did not comply with the Minimum Bid Price Requirement, and that we had 180 calendar days, or until September 18, 2023, to
regain compliance. On August 29, 2023, under the Nasdaq Listing Rules, we submitted a request to Nasdaq for an additional 180-day extension
to regain compliance with the Minimum Bid Price Requirement and notice of our intention to cure the deficiency, including by effecting
a reverse stock split if necessary. On September 19, 2023, Nasdaq advised us that we were provided an additional 180 calendar day compliance
period, or until March 18, 2024, to regain compliance with the Minimum Bid Price Requirement. The closing bid price of our securities
must be at least $1.00 per share for a minimum of ten consecutive business days to regain compliance. We intend to monitor the closing
bid price of our Common Stock and plan, if necessary, to implement a reverse stock split, to regain compliance with the Minimum Bid Price
Requirement. The stockholders of the Company, at the June 19, 2023, annual meeting of stockholders previously approved an amendment to
our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of
our Common Stock, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to
be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment
and prior to April 24, 2024.
If
we seek to implement a reverse stock split in order to remain listed on Nasdaq, the announcement or implementation of such a reverse
stock split could negatively affect the price of our Common Stock. However, there can be no assurance that we will regain compliance
with the Minimum Bid Price Requirement prior to March 18, 2024.
If
we are unable to regain compliance with the Minimum Bid Price Requirement by March 18, 2024, or if we fail to meet any of the other continued
listing requirements, including stockholder equity requirements, our securities may be delisted from Nasdaq, which could reduce the liquidity
of our Common Stock materially and result in a corresponding material reduction in the price of our Common Stock. In addition, delisting
could harm our ability to raise capital through alternative financing sources on terms acceptable to us, or at all, and may result in
the potential loss of confidence by investors, employees and business development opportunities. Such a delisting likely would impair
your ability to sell or purchase our Common Stock when you wish to do so. Further, if we were to be delisted from Nasdaq, our Common
Stock may no longer be recognized as a “covered security” and we would be subject to regulation in each state in which
we offer our securities. Thus, delisting from Nasdaq could adversely affect our ability to raise additional financing through the public
or private sale of equity securities, would significantly impact the ability of investors to trade our securities and would negatively
impact the value and liquidity of our Common Stock.
If
we implement a reverse stock split, the liquidity of our Common Stock may be adversely effected.
As
discussed above, the stockholders of the Company, at the June 19, 2023, annual meeting of stockholders previously approved an amendment
to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares
of our Common Stock, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number
to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the
amendment and prior to April 24, 2024. The Company plans to complete a reverse stock split within the stockholder approved ratio, if
required to comply with the Nasdaq Minimum Bid Price Requirement, and if deemed to be in the interests of the Company. However, there
can be no assurance that the market price per new share of our Common Stock after the reverse stock split will remain unchanged or increase
in proportion to the reduction in the number of old shares of our Common Stock outstanding before the reverse stock split. The liquidity
of the shares of our Common Stock may be affected adversely by any reverse stock split given the reduced number of shares of our Common
Stock that will be outstanding following the reverse stock split, especially if the market price of our Common Stock does not increase
as a result of the reverse stock split. In addition, the reverse stock split may increase the number of stockholders who own odd lots
(less than 100 shares) of our Common Stock, creating the potential for such stockholders to experience an increase in the cost of selling
their shares and greater difficulty effecting such sales.
Following
any reverse stock split, the resulting market price of our Common Stock may not attract new investors and may not satisfy the investing
requirements of those investors. Although we believe that a higher market price of our Common Stock may help generate greater or broader
investor interest, there can be no assurance that the reverse stock split will result in a share price that will attract new investors,
including institutional investors. In addition, there can be no assurance that the market price of our Common Stock will satisfy the
investing requirements of those investors. As a result, the trading liquidity of our Common Stock may not necessarily improve.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits:
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:
September 21, 2023
| |
Kidpik
Corp. |
| |
|
|
| |
By: |
/s/
Ezra Dabah |
| |
Name: |
Ezra
Dabah |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
KIDPIK
Granted 180-Day Extension to Meet Nasdaq Minimum Bid Price Requirement
NEW
YORK, September 21, 2023 / PRNewswire/—Kidpik Corp. (“KIDPIK” or the “Company”), an online
clothing subscription-based e-commerce company, today announced that the Company received written notification from the Listing Qualification
Department of The Nasdaq Stock Market LLC (“Nasdaq”) granting the Company’s request for a 180-day extension
to regain compliance with Nasdaq’s minimum bid price requirement under Nasdaq Listing Rule 5550(a)(2). The Company now has until
March 18, 2024 to meet the requirement.
The
Company was first notified by Nasdaq of its failure to maintain a minimum bid price of $1.00 per share for 30 consecutive trading days
under Nasdaq Listing Rule 5550(a)(2) on March 22, 2023, and was given until September 18, 2023, to regain compliance. At any time during
the additional 180-day extension, if the bid price of the Company’s common stock closes at, or above, $1.00 per share for a minimum
of ten consecutive business days, the Nasdaq staff will provide the Company with a written confirmation of compliance and the matter
will be closed.
The
Company will continue to monitor the closing bid price of its Common Stock and will, if necessary, implement a reverse stock split of
its outstanding securities, to regain compliance with the Minimum Bid Price Requirement. The stockholders of the Company, at the June
19, 2023, annual meeting of stockholders previously approved an amendment to our Second Amended and Restated Certificate of Incorporation,
to effect a reverse stock split of our issued and outstanding shares of our Common Stock, by a ratio of between one-for-five to one-for-twenty.
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 ability to meet Nasdaq’s
minimum bid price requirement; the Company’s stockholders’ equity as of the Company’s next fiscal quarter end; our
ability to maintain the listing of our common stock on Nasdaq; 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.
Contacts
Investor
Relations Contact:
ir@kidpik.com
Media:
press@kidpik.com
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
Kidpik (NASDAQ:PIK)
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