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): ~~March~~April 114, 2022

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)

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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))

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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 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Effective~~On ~~March~~April 114, 2022, ~~Kunal~~the ~~Chopra,~~Company ~~Chief~~and ~~Executive~~Alimco ~~Officer~~Re ofLtd. ~~Kaspien~~agreed ~~Holdings~~to ~~Inc.~~amend and restate in its entirety the March 2, 2022 Common Stock Purchase Warrant (the “~~Company~~Warrant”) to provide for certain limitations pursuant to NASDAQ Rules 5635(b) and (d), iswhich such limitations shall no longer ~~employed~~be byapplicable ~~the~~if ~~Company~~shareholder approval is obtained.

The ~~Company~~foregoing ~~intends~~description toof ~~enter~~the ~~into~~Warrant adoes ~~Separation~~not ~~Agreement~~purport ~~with~~to ~~Mr.~~be ~~Chopra.~~complete Ifand itis ~~does~~qualified ~~enter~~in ~~into~~its ~~such~~entirety anby ~~agreement,~~reference to the ~~Company~~Warrant, ~~shall provide~~ a ~~brief~~copy of ~~description~~which ofis ~~the~~attached ~~terms~~as ~~and~~Exhibit ~~conditions~~10.1 ~~of such agreement and the amounts payable~~ to ~~Mr.~~this ~~Chopra thereunder in an amended~~ Current Report on Form 8-K. and incorporated herein by reference

~~The~~Item ~~Board of Directors of the Company intends to conduct a search of potential internal and external candidates to replace Mr~~3. ~~Chopra~~02. InUnregistered ~~the~~Sales ~~interim, the Company has appointed Chief Financial Officer~~ of ~~Kaspien~~Equity Inc., Brock Kowalchuk, as Interim Chief Executive Officer of the Company effective March 11, 2022. Mr. Kowalchuk, age 33, joined Kaspien Inc. in September 2018 as Senior Vice President of Finance. Mr. Kowalchuk was promoted to Chief Financial Officer of Kaspien Inc. in January 2020. Prior to joining Kaspien Inc., Mr. Kowalchuk worked at Goldman Sachs from July 2011 to September 2018, with roles spanning trading, funding and finance. To date, Mr. Kowalchuk’s compensation as a result of his interim appointment has not changed, and any future change, if any, to Mr. Kowalchuk’s compensation as a result of such appointment will be reported in an amended Current Report on Form 8-K. The selection of Mr. Kowalchuk to serve as Interim Chief Executive Officer was not pursuant to any arrangement or understanding with respect to any other person. In addition, there are no family relationships between Mr. Kowalchuk and any director or other executive officer of the Company, and there are no related persons transactions between the Company and Mr. Kowalchuk reportable under Item 404(a) of Regulation S-K.Securities

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number

Description

10.1	Amended and Restated Common Stock Purchase Warrant, dated as of April 4, 2022

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 11, 2022	Kaspien Holding Inc.
Dated: April 5, 2022	Kaspien Holding Inc.
	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

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