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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): August 19, 2024
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
2.02 Results of Operations and Financial Condition.
On
August 19, 2024, Kidpik Corp. (“Kidpik” or the “Company”) issued a press release regarding its
financial results for the quarter ended June 29, 2024. A copy of the press release, which includes a summary of such financial results
is furnished as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
The
information contained in this Current Report and Exhibit 99.1 hereto shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the
liabilities of that section, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended
or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item
9.01 Financial Statements and Exhibits.
*
Furnished herewith.
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 regarding
the anticipated completion, timing and effects of the proposed merger (the “Merger”) contemplated by that certain
Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) entered into between the Company, Nina Footwear
Corp., a Delaware corporation (“Nina Footwear”), and Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of Kidpik (“Merger Sub”), 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. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected.
Kidpik and Nina Footwear undertake no obligation to publicly update any forward-looking statement, whether as a result of new information,
future events or otherwise, except to the extent required by law. We use words such as “anticipates,” “believes,”
“plans,” “expects,” “projects,” “future,” “intends,”
“may,” “will,” “should,” “could,” “estimates,”
“predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ
materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, the outcome of
any legal proceedings that may be instituted against Nina Footwear or Kidpik following the announcement of the Merger; the inability
to complete the Merger, including due to the failure to obtain approval of the stockholders of Kidpik or Nina Footwear; delays in obtaining,
adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete
the Merger, if any; the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things,
competition, the ability of the combined company to grow and successfully execute on its business plan; costs related to the Merger;
changes in the applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic,
business, and/or competitive factors; timing to complete the Merger; the combined company’s ability to manage future growth; the
combined company’s ability to raise funding; the complexity of numerous regulatory and legal requirements that the combined company
needs to comply with to operate its business; the reliance on the combined company’s management; the prior experience and successes
of the combined company’s management team are not indicative of any future success; Kidpik’s and the combined company’s
ability to meet Nasdaq’s continued listing requirements; Kidpik and the combined company’s ability to maintain the listing
of their common stock on Nasdaq, including as a result of the Company’s non-compliance with Nasdaq’s continued listing rules;
the ability to obtain additional funding, the terms of such funding and potential dilution caused thereby; dilution caused by the conversion
of convertible debentures; the continuing effect of changing interest rates and inflation on Kidpik’s and the combined company’s
operations, sales, and market for their products; deterioration of the global economic environment; rising interest rates and inflation
and Kidpik’s and the combined company’s ability to control costs, including employee wages and benefits and other operating
expenses; Kidpik’s decision to cease manufacturing new products; Kidpik’s history of losses; Kidpik’s and the combined
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 Kidpik’s and the combined company’s operations, those of Kidpik’s
and the combined company’s vendors, Kidpik’s and the combined company’s customers and members and the economy in general;
risks associated with Kidpik’s and the combined company’s 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 Kidpik’s and the combined company’s warehouse facility and/or of their data or information services, Kidpik’s and
the combined company’s ability to locate warehouse and distribution facilities and the lease terms of any such facilities; issues
affecting our shipping providers; disruptions to the internet; risks that effect our ability to successfully market Kidpik’s and
the combined company’s products to key demographics; the effect of data security breaches, malicious code and/or hackers; increased
competition and our ability to maintain and strengthen Kidpik’s and the combined company’s brand name; changes in consumer
tastes and preferences and changing fashion trends; material changes and/or terminations of Kidpik’s and the combined company’s
relationships with key vendors; significant product returns from customers, excess inventory and Kidpik’s and the combined company’s
ability to manage our inventory; the effect of trade restrictions and tariffs, increased costs associated therewith and/or decreased
availability of products; Kidpik’s and the combined company’s ability to innovate, expand their offerings and compete against
competitors which may have greater resources; the fact that Kidpik’s Chief Executive Officer has majority voting control over Kidpik
and will have majority control over the combined 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; Kidpik’s and the combined company’s ability to comply with the covenants of future loan and lending agreements
and covenants; Kidpik’s and the combined company’s ability to prevent credit card and payment fraud; the risk of unauthorized
access to confidential information; Kidpik’s and the combined company’s ability to protect intellectual property and trade
secrets, claims from third-parties that Kidpik and/or the combined company have violated their intellectual property or trade secrets
and potential lawsuits in connection therewith; Kidpik’s and the combined 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 Kidpik’s
and the combined company’s ability to comply with such new laws or regulations; changes in tax rates; Kidpik’s and the combined
company’s reliance and retention of management; the outcome of future lawsuits, litigation, regulatory matters or claims; the fact
that Kidpik and the combined company have a limited operating history; the effect of future acquisitions on Kidpik’s and the combined
company’s operations and expenses; 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 and the combined company, 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 June 29, 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 and the combined
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 Current Report on Form 8-K and the attached 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, neither Nina Footwear
nor Kidpik undertakes any obligation to update publicly any forward-looking statements for any reason after the date of this Current
Report on Form 8-K and the attached 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.
Additional
Information and Where to Find It
In
connection with the proposed Merger, Kidpik intends to file a proxy statement with the Securities and Exchange Commission (the “Proxy
Statement”), that will be distributed to holders of Kidpik’s common stock in connection with its solicitation of proxies
for the vote by Kidpik’s stockholders with respect to the proposed Merger and other matters as may be described in the Proxy Statement.
The Proxy Statement, when it is filed and mailed to stockholders, will contain important information about the proposed Merger and the
other matters to be voted upon at a meeting of Kidpik’s stockholders to be held to approve the proposed Merger and other matters
(the “Merger Meeting”). Kidpik may also file other documents with the SEC regarding the proposed Merger. Kidpik stockholders
and other interested persons are advised to read, when available, the Proxy Statement, as well as any amendments or supplements thereto,
because they will contain important information about the proposed Merger. When available, the definitive Proxy Statement will be mailed
to Kidpik stockholders as of a record date to be established for voting on the proposed Merger and the other matters to be voted upon
at the Merger Meeting.
Kidpik’s
stockholders may obtain copies of the aforementioned documents and other documents filed by Kidpik with the SEC, without charge, once
available, at the SEC’s web site at www.sec.gov, on Kidpik’s website at https://investor.kidpik.com/sec-filings or, alternatively,
by directing a request by mail, email or telephone to Kidpik at 200 Park Avenue South, 3rd Floor, New York, New York 10003; ir@kidpik.com;
or (212) 399-2323, respectively.
Participants
in the Solicitation
Kidpik,
Nina Footwear, and their respective directors, executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from Kidpik’s stockholders with respect to the proposed Merger. Information regarding the persons
who may be deemed participants in the solicitation of proxies from Kidpik’s stockholders in connection with the proposed Merger
will be contained in the Proxy Statement relating to the proposed Merger, when available, which will be filed with the SEC. Additionally,
information about Kidpik’s directors and executive officers and their ownership of Kidpik is available in Kidpik’s Annual
Report on Form 10-K/A (Amendment No. 1), as filed with the Securities and Exchange Commission on April 29, 2024 (the “Amended
Form 10-K”) . To the extent holdings of securities by potential participants (or the identity of such participants) have changed
since the information contained in the Amended Form 10-K, such information has been or will be reflected on Kidpik’s Statements
of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated
above.
Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the Merger
Agreement when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents from Kidpik using the sources indicated above.
Non-Solicitation
This
communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Merger Agreement and is not intended to and
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for
any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
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:
August 19, 2024
| |
Kidpik
Corp. |
| |
|
|
| |
By: |
/s/
Ezra Dabah |
| |
Name: |
Ezra
Dabah |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1
KIDPIK
Reports Second Quarter 2024 Financial Results
NEW
YORK – August 19, 2024—Kidpik Corp. (“KIDPIK” or the “Company”), an online clothing subscription-based
e-commerce company, today reported its financial results for the second quarter 2024 ended June 29, 2024.
Second
Quarter 2024 Highlights:
| ● | Revenue,
net: was $1.1 million, a year-over-year decrease of 67.3%. |
| ● | Gross
margin: was 66.2%, compared to 60.2% in the second quarter of 2023. |
| ● | Shipped
items: were 135,000 items, compared to 290,000 shipped items in the second quarter of
2023. |
| ● | Average
shipment keep rate: decreased to 74.6%, compared to 75.1% in the second quarter of 2023. |
| ● | Net
Loss: was $1.3 million or $0.67 per share, compared to $2.0 million or $1.31 per share
in the second quarter of 2023. |
“As
previously disclosed, on March 29, 2024, we entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
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”), whereby Nina Footwear will merge with and into Merger Sub, with Nina Footwear
continuing as the surviving entity trading, trading on Nasdaq under the new symbol – ‘NINA’, upon closing (the “Merger”).
While we work towards closing the Merger, we have eliminated marketing expenditures for subscription services and ceased the purchase
of new inventory as we are working to clear and maximize the return on our current inventory in anticipation of the combination with
Nina Footwear,” stated Mr. Ezra Dabah, the Company’s Chief Executive Officer.
“We
and Nina Footwear remain committed to closing the Merger, a transaction which we believe will increase Kidpik’s revenue, cashflow
and prospects, while also strengthening Kidpik’s balance sheet and significantly increasing stockholder value, said Mr. Dabah.”
The
closing of the Merger is subject to customary closing conditions, including the preparation and mailing of a proxy statement by Kidpik,
and the receipt of required stockholder approvals from Kidpik and Nina Footwear stockholders, and is expected to close in the fourth
quarter of 2024.
Kidpik
will not be holding an earnings call to discuss second quarter 2024 results, as the Company continues to move forward with the Merger.
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.
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 regarding the anticipated completion, timing and effects
of the proposed Merger, 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.
No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Kidpik and Nina Footwear
undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise,
except to the extent required by law. We use words such as “anticipates,” “believes,” “plans,” “expects,”
“projects,” “future,” “intends,” “may,” “will,” “should,” “could,”
“estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar
expressions to identify these forward-looking statements that are intended to be covered by the safe-harbor provisions of the PSLRA.
Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ
materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, the outcome of
any legal proceedings that may be instituted against Nina Footwear or Kidpik following the announcement of the Merger; the inability
to complete the Merger, including due to the failure to obtain approval of the stockholders of Kidpik or Nina Footwear; delays in obtaining,
adverse conditions contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete
the Merger, if any; the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things,
competition, the ability of the combined company to grow and successfully execute on its business plan; costs related to the Merger;
the timing to complete the Merger; changes in the applicable laws or regulations; the possibility that the combined company may be adversely
affected by other economic, business, and/or competitive factors; the combined company’s ability to manage future growth; the combined
company’s ability to raise funding; the complexity of numerous regulatory and legal requirements that the combined company needs
to comply with to operate its business; the reliance on the combined company’s management; the prior experience and successes of
the combined company’s management team are not indicative of any future success; Kidpik’s and the combined company’s
ability to meet Nasdaq’s continued listing requirements, including the fact that Kidpik is not currently in compliance with Nasdaq’s
continued listing standards; Kidpik and the combined company’s ability to maintain the listing of their common stock on Nasdaq;
the 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 Kidpik’s and the combined company’s operations, sales, and market for their products; deterioration
of the global economic environment; rising interest rates and inflation and Kidpik’s and the combined company’s ability to
control costs, including employee wages and benefits and other operating expenses; Kidpik’s decision to cease purchasing new products;
Kidpik’s history of losses; Kidpik’s and the combined 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 Kidpik’s
and the combined company’s operations, those of Kidpik’s and the combined company’s vendors, Kidpik’s and the
combined company’s customers and members and the economy in general; risks associated with Kidpik’s and the combined company’s
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 Kidpik’s and the combined company’s warehouse facility
and/or of their data or information services, Kidpik’s and the combined company’s ability to locate warehouse and distribution
facilities and the lease terms of any such facilities; issues affecting our shipping providers; disruptions to the internet; risks that
effect our ability to successfully market Kidpik’s and the combined company’s products to key demographics; the effect of
data security breaches, malicious code and/or hackers; increased competition and our ability to maintain and strengthen Kidpik’s
and the combined company’s brand name; changes in consumer tastes and preferences and changing fashion trends; material changes
and/or terminations of Kidpik’s and the combined company’s relationships with key vendors; significant product returns from
customers, excess inventory and Kidpik’s and the combined company’s ability to manage our inventory; the effect of trade
restrictions and tariffs, increased costs associated therewith and/or decreased availability of products; Kidpik’s and the combined
company’s ability to innovate, expand their offerings and compete against competitors which may have greater resources; the fact
that Kidpik’s Chief Executive Officer has majority voting control over Kidpik and will have majority control over the combined
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; Kidpik’s and the combined company’s
ability to comply with the covenants of future loan and lending agreements and covenants; Kidpik’s and the combined company’s
ability to prevent credit card and payment fraud; the risk of unauthorized access to confidential information; Kidpik’s and the
combined company’s ability to protect intellectual property and trade secrets, claims from third-parties that Kidpik and/or the
combined company have violated their intellectual property or trade secrets and potential lawsuits in connection therewith; Kidpik’s
and the combined 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 Kidpik’s and the combined company’s ability to comply with such
new laws or regulations; changes in tax rates; Kidpik’s and the combined company’s reliance and retention of management;
the outcome of future lawsuits, litigation, regulatory matters or claims; the fact that Kidpik and the combined company have a limited
operating history; dilution caused by the conversion of convertible debtentures; the effect of future acquisitions on Kidpik’s
and the combined company’s operations and expenses; 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 and the combined company, 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 June 29, 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 and the combined
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.
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, neither Nina Footwear nor Kidpik undertakes 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.
Additional
Information and Where to Find It
In
connection with the proposed Merger, Kidpik intends to file a proxy statement with the Securities and Exchange Commission (the “Proxy
Statement”), that will be distributed to holders of Kidpik’s common stock in connection with its solicitation of proxies
for the vote by Kidpik’s stockholders with respect to the proposed Merger and other matters as may be described in the Proxy Statement.
The Proxy Statement, when it is filed and mailed to stockholders, will contain important information about the proposed Merger and the
other matters to be voted upon at a meeting of Kidpik’s stockholders to be held to approve the proposed Merger and other matters
(the “Merger Meeting”). Kidpik may also file other documents with the SEC regarding the proposed Merger. Kidpik stockholders
and other interested persons are advised to read, when available, the Proxy Statement, as well as any amendments or supplements thereto,
because they will contain important information about the proposed Merger. When available, the definitive Proxy Statement will be mailed
to Kidpik stockholders as of a record date to be established for voting on the proposed Merger and the other matters to be voted upon
at the Merger Meeting.
Kidpik’s
stockholders may obtain copies of the aforementioned documents and other documents filed by Kidpik with the SEC, without charge, once
available, at the SEC’s web site at www.sec.gov, on Kidpik’s website at https://investor.kidpik.com/sec-filings or, alternatively,
by directing a request by mail, email or telephone to Kidpik at 200 Park Avenue South, 3rd Floor, New York, New York 10003; ir@kidpik.com;
or (212) 399-2323, respectively.
Participants
in the Solicitation
Kidpik,
Nina Footwear, and their respective directors, executive officers and other members of management and employees may be deemed to be participants
in the solicitation of proxies from Kidpik’s stockholders with respect to the proposed Merger. Information regarding the persons
who may be deemed participants in the solicitation of proxies from Kidpik’s stockholders in connection with the proposed Merger
will be contained in the Proxy Statement relating to the proposed Merger, when available, which will be filed with the SEC. Additionally,
information about Kidpik’s directors and executive officers and their ownership of Kidpik is available in Kidpik’s Annual
Report on Form 10-K/A (Amendment No. 1), as filed with the Securities and Exchange Commission on April 29, 2024 (the “Amended Form
10-K”). To the extent holdings of securities by potential participants (or the identity of such participants) have changed since
the information contained in the Amended Form 10-K, such information has been or will be reflected on Kidpik’s Statements of Change
in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.
Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the Merger
Agreement when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any
voting or investment decisions. You may obtain free copies of these documents from Kidpik using the sources indicated above.
Non-Solicitation
This
communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation
of a proxy, consent or authorization with respect to any securities or in respect of the Merger Agreement and is not intended to and
shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for
any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction.
Kidpik
Corp.
Condensed
Interim Statements of Operations
(Unaudited)
| | |
For the 13 weeks ended | | |
For the 26 weeks ended | |
| | |
June 29, 2024 | | |
July 1, 2023 | | |
June 29, 2024 | | |
July 1, 2023 | |
| Revenues, net | |
$ | 1,128,323 | | |
$ | 3,448,919 | | |
$ | 3,367,628 | | |
$ | 7,478,397 | |
| | |
| | | |
| | | |
| | | |
| | |
| Cost of goods sold | |
| 381,577 | | |
| 1,372,563 | | |
| 1,055,118 | | |
| 2,991,789 | |
| | |
| | | |
| | | |
| | | |
| | |
| Gross profit | |
| 746,746 | | |
| 2,076,356 | | |
| 2,312,510 | | |
| 4,486,608 | |
| | |
| | | |
| | | |
| | | |
| | |
| Operating expenses | |
| | | |
| | | |
| | | |
| | |
| Shipping and handling | |
| 612,048 | | |
| 949,734 | | |
| 1,393,073 | | |
| 2,138,956 | |
| Payroll and related costs | |
| 512,466 | | |
| 1,094,135 | | |
| 1,411,025 | | |
| 2,205,236 | |
| General and administrative | |
| 902,999 | | |
| 2,024,871 | | |
| 2,514,815 | | |
| 4,049,435 | |
| Depreciation and amortization | |
| 12,066 | | |
| 12,426 | | |
| 24,641 | | |
| 23,113 | |
| Total operating expenses | |
| 2,039,579 | | |
| 4,081,166 | | |
| 5,343,554 | | |
| 8,416,740 | |
| Operating loss | |
| (1,292,833 | ) | |
| (2,004,810 | ) | |
| (3,031,044 | ) | |
| (3,930,132 | ) |
| Other expenses (income) | |
| | | |
| | | |
| | | |
| | |
| Interest expense | |
| 8,617 | | |
| 24,415 | | |
| 39,817 | | |
| 49,605 | |
| Other expenses | |
| - | | |
| - | | |
| - | | |
| - | |
| Total other expenses | |
| 8,617 | | |
| 24,415 | | |
| 39,817 | | |
| 49,605 | |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss | |
$ | (1,301,450 | ) | |
$ | (2,029,225 | ) | |
$ | (3,070,861 | ) | |
$ | (3,979,737 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Net loss per share attributable to common stockholders: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| (0.67 | ) | |
| (1.31 | ) | |
| (1.60 | ) | |
| (2.58 | ) |
| Diluted | |
| (0.67 | ) | |
| (1.31 | ) | |
| (1.60 | ) | |
| (2.58 | ) |
| | |
| | | |
| | | |
| | | |
| | |
| Weighted average common shares outstanding: | |
| | | |
| | | |
| | | |
| | |
| Basic | |
| 1,951,638 | | |
| 1,546,239 | | |
| 1,921,216 | | |
| 1,541,938 | |
| Diluted | |
| 1,951,638 | | |
| 1,546,239 | | |
| 1,921,216 | | |
| 1,541,938 | |
Kidpik
Corp.
Condensed
Interim Balance Sheets
| | |
June 29, 2024 | | |
December 30, 2023 | |
| | |
(Unaudited) | | |
(Audited) | |
| Assets | |
| | | |
| | |
| Current assets | |
| | | |
| | |
| Cash | |
$ | 34,030 | | |
$ | 194,515 | |
| Restricted cash | |
| 4,618 | | |
| 4,618 | |
| Accounts receivable | |
| 90,158 | | |
| 211,739 | |
| Inventory | |
| 3,799,522 | | |
| 4,854,641 | |
| Prepaid expenses and other current assets | |
| 712,512 | | |
| 761,969 | |
| Total current assets | |
| 4,640,840 | | |
| 6,027,482 | |
| | |
| | | |
| | |
| Leasehold improvements and equipment, net | |
| 72,495 | | |
| 97,136 | |
| Operating lease right-of-use assets | |
| 1,572,529 | | |
| 992,396 | |
| Total assets | |
$ | 6,285,864 | | |
$ | 7,117,014 | |
| | |
| | | |
| | |
| Liabilities and Stockholders’ (Deficit) Equity | |
| | | |
| | |
| | |
| | | |
| | |
| Current liabilities | |
| | | |
| | |
| Accounts payable | |
$ | 1,748,897 | | |
$ | 1,862,266 | |
| Accounts payable, related party | |
| 2,094,866 | | |
| 1,868,411 | |
| Accrued expenses and other current liabilities | |
| 296,032 | | |
| 438,034 | |
| Operating lease liabilities, current | |
| 406,656 | | |
| 281,225 | |
| Short-term debt | |
| 784,217 | | |
| - | |
| Related party loans | |
| 1,281,154 | | |
| 850,000 | |
| Total current liabilities | |
| 6,611,822 | | |
| 5,299,936 | |
| | |
| | | |
| | |
| Operating lease liabilities, net of current portion | |
| 1,253,980 | | |
| 780,244 | |
| | |
| | | |
| | |
| Total liabilities | |
| 7,865,802 | | |
| 6,080,180 | |
| | |
| | | |
| | |
| Commitments and contingencies | |
| | | |
| | |
| | |
| | | |
| | |
| Stockholders’ (deficit) equity | |
| | | |
| | |
| Preferred stock, par value $0.001, 25,000,000 shares authorized, of which no shares are issued and outstanding as of June 29, 2024 and December 30, 2023, respectively | |
| - | | |
| - | |
| Common stock, par value $0.001, 75,000,000 shares authorized, of which 1,951,638 shares are issued and outstanding as of June 29, 2024, and 1,872,433 shares are issued and outstanding as of December 30, 2023 | |
| 1,952 | | |
| 1,872 | |
| Additional paid-in capital | |
| 52,929,198 | | |
| 52,475,189 | |
| Accumulated deficit | |
| (54,511,088 | ) | |
| (51,440,227 | ) |
| Total stockholders’ (deficit) equity | |
| (1,579,938 | ) | |
| 1,036,834 | |
| Total liabilities and stockholders’ (deficit) equity | |
$ | 6,285,864 | | |
$ | 7,117,014 | |
Kidpik
Corp.
Condensed
Interim Statements of Cash Flows
| | |
26
Weeks Ended | |
| | |
June
29, 2024 | | |
July
1, 2023 | |
| Cash flows from operating
activities | |
| | | |
| | |
| | |
| | | |
| | |
| Net
loss | |
$ | (3,070,861 | ) | |
$ | (3,979,737 | ) |
| Adjustments
to reconcile net loss to net cash used in operating activities: | |
| | | |
| | |
| Depreciation
and amortization | |
| 24,641 | | |
| 23,113 | |
| Equity-based
compensation | |
| 454,089 | | |
| 558,429 | |
| Bad debt
expense | |
| 26,928 | | |
| 151,362 | |
| Changes
in operating assets and liabilities: | |
| | | |
| | |
| Accounts
receivable | |
| 94,653 | | |
| 28,710 | |
| Inventory | |
| 1,055,119 | | |
| 2,870,243 | |
| Prepaid
expenses and other current assets | |
| 49,457 | | |
| 145,901 | |
| Operating
lease right-of-use assets and liabilities | |
| 19,034 | | |
| 22,802 | |
| Accounts
payable | |
| (113,369 | ) | |
| (450,965 | ) |
| Accounts
payable, related parties | |
| 226,455 | | |
| 431,238 | |
| Accrued
expenses and other current liabilities | |
| (142,002 | ) | |
| (167,429 | ) |
| Net
cash used in operating activities | |
| (1,375,856 | ) | |
| (366,333 | ) |
| | |
| | | |
| | |
| Cash flows from investing
activities | |
| | | |
| | |
| Purchases
of leasehold improvements and equipment | |
| - | | |
| (76,121 | ) |
| Net
cash used in investing activities | |
| - | | |
| (76,121 | ) |
| | |
| | | |
| | |
| Cash flows from financing
activities | |
| | | |
| | |
| Net proceeds
from advance payable | |
| 334,217 | | |
| - | |
| Net proceeds
from convertible debt | |
| 450,000 | | |
| - | |
| Net
proceeds from related party loan | |
| 431,154 | | |
| - | |
| Net
cash provided by financing activities | |
| 1,215,371 | | |
| - | |
| Net decrease
in cash and restricted cash | |
| (160,485 | ) | |
| (442,454 | ) |
| | |
| | | |
| | |
| Cash
and restricted cash, beginning of period | |
| 199,133 | | |
| 605,213 | |
| Cash
and restricted cash, end of period | |
$ | 38,648 | | |
$ | 162,759 | |
| | |
| | | |
| | |
| Reconciliation of cash and
restricted cash: | |
| | | |
| | |
| Cash | |
$ | 34,030 | | |
$ | 158,141 | |
| Restricted
cash | |
| 4,618 | | |
| 4,618 | |
| | |
$ | 38,648 | | |
$ | 162,759 | |
| Supplemental disclosure of
cash flow data: | |
| | | |
| | |
| Interest
paid | |
$ | 17,477 | | |
$ | - | |
| Supplemental disclosure of
non-cash investing and financing activities: | |
| | | |
| | |
| Record
right-of-use asset and operating lease liabilities | |
$ | 768,756 | | |
$ | - | |
RESULTS
OF OPERATIONS
The
Company’s revenue, net is disaggregated based on the following categories:
| | |
For the 13 weeks ended | | |
For the 26 weeks ended | |
| | |
June 29, 2024 | | |
July 1, 2023 | | |
June 29, 2024 | | |
July 1, 2023 | |
| Subscription boxes | |
$ | 804,837 | | |
$ | 2,607,543 | | |
$ | 2,321,502 | | |
$ | 5,579,110 | |
| 3rd party websites | |
| 32,801 | | |
| 426,914 | | |
| 291,702 | | |
| 863,212 | |
| Online website sales | |
| 290,685 | | |
| 414,462 | | |
| 754,424 | | |
| 1,036,075 | |
| Total revenue | |
$ | 1,128,323 | | |
$ | 3,448,919 | | |
$ | 3,367,628 | | |
$ | 7,478,397 | |
Gross
Margin
| | |
For
the 13 weeks ended | | |
For
the 26 weeks ended | |
| | |
June
29, 2024 | | |
July
1, 2023 | | |
June
29, 2024 | | |
July
1, 2023 | |
| | |
| | |
| | |
| | |
| |
| Gross margin | |
| 66.2 | % | |
| 60.2 | % | |
| 68.7 | % | |
| 60.0 | % |
Gross
profit is equal to our net sales less cost of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin.
Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight in,
returns from customers, inventory write-offs, and other miscellaneous shrinkage. The improvement in the gross margin was the result of
an inventory write-down in the fourth quarter of 2023. Without the reduction of the cost basis due to the write-down, gross margin would
be 60.7% for the 13 weeks ended June 29, 2024 and 55.9% for the 26 weeks ended June 29, 2024.
Shipped
Items
We
define shipped items as the total number of items shipped in a given period to our customers through our active subscription, Amazon
and online website sales.
| | |
For the 13 weeks ended | | |
For the 26 weeks ended | |
| | |
(in thousands) | | |
(in thousands) | |
| | |
June 29, 2024 | | |
July 1, 2023 | | |
June 29, 2024 | | |
July 1, 2023 | |
| | |
| | |
| | |
| | |
| |
| Shipped Items | |
| 135 | | |
| 290 | | |
| 330 | | |
| 630 | |
Average
Shipment Keep Rate
Average
shipment keep rate is calculated as the total number of items kept by our customers divided by total number of shipped items in a given
period.
| | |
For the 13 weeks ended | | |
For the 26 weeks ended | |
| | |
June 29, 2024 | | |
July 1, 2023 | | |
June 29, 2024 | | |
July 1, 2022 | |
| | |
| | |
| | |
| | |
| |
| Average Shipment Keep Rate | |
| 74.6 | % | |
| 75.1 | % | |
| 76.7 | % | |
| 71.3 | % |
Revenue
by Channel
| | |
13
weeks ended June
29, 2024 | | |
13
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Revenue
by channel | |
| | | |
| | | |
| | | |
| | |
| Subscription
boxes | |
$ | 804,837 | | |
$ | 2,607,543 | | |
$ | (1,802,706 | ) | |
| (69.1 | )% |
| Third-party
websites | |
| 32,801 | | |
| 426,914 | | |
| (394,113 | ) | |
| (92.3 | )% |
| Online
website sales | |
| 290,685 | | |
| 414,462 | | |
| (123,777 | ) | |
| (29.9 | )% |
| Total
revenue | |
$ | 1,128,323 | | |
$ | 3,448,919 | | |
$ | (2,320,596 | ) | |
| (67.3 | )% |
| | |
26
weeks ended June
29, 2024 | | |
26
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Revenue
by channel | |
| | | |
| | | |
| | | |
| | |
| Subscription
boxes | |
$ | 2,321,502 | | |
$ | 5,579,110 | | |
$ | (3,257,608 | ) | |
| (58.4 | )% |
| Third-party
websites | |
| 291,702 | | |
| 863,212 | | |
| (571,510 | ) | |
| (66.2 | )% |
| Online
website sales | |
| 725,424 | | |
| 1,036,075 | | |
| (281,651 | ) | |
| (27.2 | )% |
| Total
revenue | |
$ | 3,367,628 | | |
$ | 7,478,397 | | |
$ | (4,110,769 | ) | |
| (55.0 | )% |
Subscription
Boxes Revenue
| | |
13
weeks ended June
29, 2024 | | |
13
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Subscription
boxes revenue from | |
| | | |
| | | |
| | | |
| | |
| Active
subscriptions – recurring boxes | |
$ | 783,106 | | |
$ | 2,177,298 | | |
$ | (1,394,192 | ) | |
| (64.0 | )% |
| New
subscriptions – first box | |
| 21,731 | | |
| 430,245 | | |
| (913,838 | ) | |
| (94.9 | )% |
| Total
subscription boxes revenue | |
$ | 804,837 | | |
$ | 2,607,543 | | |
$ | (1,802,706 | ) | |
| (69.1 | )% |
| | |
26
weeks ended June
29, 2024 | | |
26
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Subscription
boxes revenue from | |
| | | |
| | | |
| | | |
| | |
| Active
subscriptions – recurring boxes | |
$ | 2,234,554 | | |
$ | 4,578,324 | | |
$ | (2,343,770 | ) | |
| (51.2 | )% |
| New
subscriptions – first box | |
| 86,948 | | |
| 1,000,786 | | |
| (913,838 | ) | |
| (91.3 | )% |
| Total
subscription boxes revenue | |
$ | 2,321,502 | | |
$ | 5,579,110 | | |
$ | (3,257,608 | ) | |
| (58.4 | )% |
Revenue
by Product Line
| | |
13
weeks ended June
29, 2024 | | |
13
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Revenue
by product line | |
| | | |
| | | |
| | | |
| | |
| Girls’
apparel | |
$ | 855,288 | | |
$ | 2,636,965 | | |
$ | (1,781,677 | ) | |
| (67.6 | )% |
| Boys’
apparel | |
| 233,680 | | |
| 640,937 | | |
| (407,258 | ) | |
| (63.5 | )% |
| Toddlers’
apparel | |
| 39,355 | | |
| 171,017 | | |
| (131,662 | ) | |
| (77.0 | )% |
| Total
revenue | |
$ | 1,128,323 | | |
$ | 3,448,919 | | |
$ | (2,320,596 | ) | |
| (67.3 | )% |
| | |
26
weeks ended June
29, 2024 | | |
26
weeks ended July
1, 2023 | | |
Change ($) | | |
Change (%) | |
| Revenue
by product line | |
| | | |
| | | |
| | | |
| | |
| Girls’
apparel | |
$ | 2,530,504 | | |
$ | 5,684,721 | | |
$ | (3,154,217 | ) | |
| (55.5 | )% |
| Boys’
apparel | |
| 720,676 | | |
| 1,428,096 | | |
| (707,420 | ) | |
| (49.5 | )% |
| Toddlers’
apparel | |
| 116,449 | | |
| 365,580 | | |
| (249,131 | ) | |
| (68.1 | )% |
| Total
revenue | |
$ | 3,367,628 | | |
$ | 7,478,397 | | |
$ | (4,110,768 | ) | |
| (55.0 | )% |
Contacts
Investor
Relations Contact:
ir@kidpik.com
Media:
press@kidpik.com
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