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): September 1417, 2021

Kaspien Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

New York		0-14818		14-1541629
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

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):

☐

Written communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.01 par value per share	KSPN	NASDAQ Stock Market

~~ITEM~~Item 21.0201. ~~RESULTS~~Entry OFinto ~~OPERATIONS~~a ~~AND~~Material ~~FINANCIAL~~Definitive ~~CONDITION~~Agreement.

OnAmendment ~~September 14, 2021, Kaspien Holding Inc~~No. ~~issued~~3 ato ~~press~~Loan ~~release announcing its financial results for its second quarter ended July 31, 2021. A copy of Kaspien Holdings Inc. press release is furnished with this report as Exhibit 99.1~~ and isSecurity ~~incorporated herein by reference.~~Agreement

InOn ~~accordance~~September ~~with~~17, ~~General~~2021, ~~Instruction~~Kaspien BHoldings Inc.2 of(the ~~Form~~“Company”) ~~8-K~~and Kaspien Inc. (“Kaspien,” ~~the~~and ~~information~~together inwith ~~this~~the ~~Current~~Company, ~~Report~~the on“Loan ~~Form~~Parties”), v8a wholly-Kowned issubsidiary ~~being~~of ~~furnished~~the ~~under~~Company, ~~Item~~entered ~~2.02~~into ~~and shall~~that ~~not~~certain beAmendment ~~deemed~~No. 3 to beLoan and Security Agreement (the “~~filed~~Third Amendment”) ~~for~~with ~~purposes~~Eclipse ofBusiness ~~Section~~Capital 18LLC of(“Eclipse”), as administrative agent, and the ~~Securities~~lenders ~~Exchange~~party ~~Act~~thereto, pursuant ofto ~~1934~~which (the ~~“Exchange~~parties ~~Act”)~~thereto oramended ~~otherwise~~the ~~subject~~Loan toand ~~the~~Security ~~liabilities~~Agreement, dated as of ~~such~~February ~~section~~20, ~~nor~~2020 ~~shall~~and ~~such~~amended ~~information~~as beof ~~deemed~~March ~~incorporated~~30, by2020 ~~reference~~and inas ~~any filing~~of ~~under~~April ~~the~~13, ~~Securities~~2021, ~~Act~~between ofthe ~~1933~~Company, orKaspien, Eclipse and the ~~Exchange~~lenders ~~Act~~party thereto.

~~ITEM~~Pursuant 7to the Third Amendment, among other things, (i) the maturity of the credit facility has been extended to February 20, 2024, and the early termination fees have been accordingly reset; (ii) the LIBOR floor has been reduced to 1.0100%; (iii) up to $4,000,000 of acquisitions are now allowed without Eclipse’s consent, subject to satisfaction of various conditions, including the Company having a trailing twelve month fixed charge coverage ratio of 1.20x ~~REGULATION~~and FDExcess ~~DISCLOSURE~~Availability greater than the greater of (x) 20% of the average Borrowing Base for each 30 day period immediately prior to, and pro forma for, the purchase and (y) $1,500,000 and (iv) up to $5,600,000 aggregate principal amount of the subordinated indebtedness may be prepaid, subject to satisfaction of various conditions, including compliance with the financial covenant.

~~Attached~~The ~~hereto~~foregoing asdescription ~~Exhibit~~of ~~99.2 is~~ the ~~transcript~~Third ~~for~~Amendment ~~the~~does ~~earnings~~not ~~conference~~purport ~~call~~to ofbe ~~Kaspien~~complete ~~Holdings~~and ~~Inc.~~is ~~held~~qualified ~~on September 14, 2021. The information~~ in ~~this~~its ~~Current~~entirety ~~Report~~by onreference ~~Form~~to ~~8-K, including~~ the ~~exhibit~~complete ~~attached hereto shall not be deemed “filed” for purposes~~ text of ~~Section 18 of~~ the ~~Securities~~Third ~~Exchange Act of 1934~~Amendment, asa ~~amended,~~copy orof ~~otherwise~~which ~~subject~~is tofiled ~~the~~as ~~liabilities~~Exhibit ~~under that Section~~10. ~~Furthermore,~~1 ~~such~~to ~~information,~~this ~~including~~Current ~~the~~Report ~~exhibit~~on ~~attached~~Form ~~hereto,~~8-K ~~shall~~and ~~not be deemed to be~~ incorporated byherein ~~reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth~~ by ~~specific~~ reference ~~in such filing~~.

~~Forward-Looking~~Subordinated ~~Statements~~Loan and Security Agreement

~~This~~On ~~Current~~September ~~Report~~17, on2021, ~~Form~~the ~~8-K~~Loan ~~contains~~Parties ~~forward-looking~~entered ~~statements~~into ~~within~~that ~~the~~certain ~~meaning~~Amendment ofNo. ~~the~~1 ~~Private~~to ~~Securities~~Subordinated ~~Litigation~~Loan ~~Reform~~and ~~Act~~Security ofAgreement ~~1995.~~(the ~~Certain~~“Amended Subordinated ~~statements~~Loan inAgreement”) ~~this~~with ~~communication~~the ~~are~~lenders ~~forward-looking~~party ~~statements.~~thereto ~~The~~from ~~statements~~time ~~contained~~to ~~herein~~time ~~that~~(the ~~are~~“Lenders”), ~~not~~pursuant ~~statements~~to ~~of historical~~which ~~fact~~the ~~may~~parties ~~include~~thereto ~~forward-looking~~amended ~~statements~~the ~~that~~Subordinated ~~involve~~Loan aAgreement, ~~number~~dated as of ~~risks~~March 30, 2020, between the Loan Parties, the Lenders and TWEC ~~uncertainties~~Loan Collateral Agent, as collateral agent for the Lenders.

WePursuant ~~have~~to ~~used~~ the ~~words~~Amended ~~“anticipate”,~~Subordinated ~~“believe”,~~Loan ~~“could”~~Agreement, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including references to assumptions, in this document to identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially from the results expressed in the statements. The following factors are among ~~those~~other that may cause actual results to differ materially from the Company’s forward-looking statements: risk of disruption of current plans and operations of etailz and the potential difficulties in customerthings, ~~supplier and employee retention;~~ the ~~outcome~~maturity of ~~any legal proceedings that may be instituted against~~ the ~~Company;~~loan ~~the~~has ~~Company’s~~been ~~level~~extended ~~of debt and related restrictions and limitations, unexpected costs, charges, expenses, or liabilities; the Company’s ability~~ to ~~operate~~March ~~as a going-concern; deteriorating economic conditions and macroeconomic factors; the impact of the COVID-19 pandemic; and other risks described in the Company’s filings with the SEC~~31, ~~such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K~~2024.

The ~~reader~~foregoing ~~should~~description ~~keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as~~ of the ~~date~~Amended onSubordinated ~~which~~Loan weAgreement ~~make~~does ~~it.~~not ~~New~~purport ~~risks~~to ~~and uncertainties~~be ~~come~~complete upand ~~from~~is ~~time-to-time~~qualified ~~and~~in ~~it’s~~its ~~impossible~~entirety ~~for~~by usreference to ~~predict~~the ~~these~~complete text ~~events~~of orthe ~~how~~Amended ~~they~~Subordinated ~~may~~Loan ~~affect~~Agreement, ~~us.~~a Incopy ~~light~~ of ~~these~~which ~~risks~~is ~~and~~filed ~~uncertainties,~~as ~~you~~Exhibit ~~should~~10.2 ~~keep~~to inthis ~~mind~~Current ~~that~~Report ~~any~~on ~~forward~~Form 8-~~looking~~K ~~statements~~and ~~made~~incorporated inherein ~~this~~by ~~document or elsewhere might not occur~~reference.

~~ITEM~~Item 9.01. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements ~~AND~~and ~~EXHIBITS~~Exhibits.

(d)~~EXHIBITS.~~ ~~The following are furnished as~~ Exhibits ~~to this Report:~~.

Exhibit

Exhibit No.	Description
10.1	Amendment No. 3 to Loan and Security Agreement dated September 17, 2021
10.2	Amendment No. 1 to Subordinated Loan and Security Agreement dated September 17, 2021
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

No. Description

99.1	Kaspien Holding Inc. Press Release dated September 14, 2021.
99.2	Kaspien Holdings Inc. Transcript for Earnings Call held on September 14, 2021.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 15, 2021 Kaspien Holding Inc.

Dated: September 20, 2021	Kaspien Holding Inc.

	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

By: /s/ Edwin Sapienza

Name: Edwin Sapienza Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Kaspien Holding Inc. press release date September 14, 2021
99.2	Kaspien Holdings Inc. Transcript for Earnings Call held on September 14, 2021.

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