UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~October~~April 29, ~~2022~~2023

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission File Number 0-14818

KASPIEN HOLDINGS INC.

(Exact Name of Registrant as Specified in its Charter)

New York		14-1541629
State or Other Jurisdiction of Incorporation or Organization		I.R.S. Employer Identification No.

2818 N. Sullivan Rd. Ste 130 Spokane Valley, WA		99216
Address of Principal Executive Offices		Zip Code

~~(855) 300~~509-~~2710~~900-6287

Registrant’s Telephone Number, Including Area Code

Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report

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, $.01 par value per share	KSPN	~~NASDAQ Stock Market~~OTCQB

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Common Stock, $.01 par value,

4,~~964~~965,~~753~~003 shares outstanding as of ~~December~~June 10, ~~2022~~2023

Kaspien Holdings Inc.

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

QUARTERLY REPORT ON FORM 10-Q

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Form 10-Q Page No.
PART I. FINANCIAL INFORMATION
Item 1 – Interim Condensed Consolidated Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets as of October 29, 2022, January 29, 2022 and October 30, 2021	4
Condensed Consolidated Balance Sheets at April 29, 2023, January 28, 2023 and April 30, 2022	4
Condensed Consolidated Statements of Operations – Thirteen Weeks and Thirty-nine Weeks Ended October 29, 2022 and October 30, 2021	5
Condensed Consolidated Statements of Operations – Thirteen Weeks Ended April 29, 2023 and April 30, 2022	5
Condensed Consolidated Statements of Comprehensive Loss – Thirteen Weeks and Thirty-nine Weeks Ended October 29, 2022 and October 30, 2021	6
Condensed Consolidated Statements of Comprehensive Loss – Thirteen Weeks Ended April 29, 2023 and April 30, 2022	6
Condensed Consolidated Statements of Shareholders’ Equity – Thirteen and Thirty-nine Weeks Ended October 29, 2022 and October 30, 2021	7
Condensed Consolidated Statements of Shareholders’ Equity (Deficit) – Thirteen Weeks Ended April 29, 2023 and April 30, 2022	7
Condensed Consolidated Statements of Cash Flows – Thirty-nine Weeks Ended October 29, 2022 and October 30, 2021	8
Condensed Consolidated Statements of Cash Flows – Thirteen Weeks Ended April 29, 2023 and April 30, 2022	8
Notes to Interim Condensed Consolidated Financial Statements	9
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3 – Quantitative and Qualitative Disclosures about Market Risk	3028
Item 4 – Controls and Procedures	3028
PART II. OTHER INFORMATION
Item 1 – Legal Proceedings	3129
Item 1A – Risk Factors	3129
Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds	3129
Item 3 – Defaults Upon Senior Securities	3129
Item 4 – Mine Safety Disclosures	3129
Item 5 – Other Information	3229
Item 6 – Exhibits	3230
Signatures	3331

Index

FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, particularly in the discussion under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” All statements other than statements of historical fact are forward-looking. Examples of forward-looking statements include, but are not limited to, statements regarding our ability to achieve profitability and meet future liquidity needs and capital requirements, future business, future results of operations or financial condition, our business strategies and the COVID-19 pandemic. You can identify many forward-looking statements by words such as “may,” “will,” “would,” “should,” “could,” “expect,” “aim,” “anticipate,” “believe,” “estimate,” “intend,” “plan,” “predict,” “project,” “seek,” “potential,” “opportunities” and other similar expressions and the negatives of such expressions. However, not all forward-looking statements contain these words. Forward-looking statements are subject to known and unknown risks, uncertainties and other factors that could cause our actual results to differ materially from those expressed or implied by the forward-looking statements contained herein. Such risks and uncertainties include, among others, those risks discussed under the caption “Risk Factors” in our most recently filed Annual Report on Form 10‑K, which was filed with the Securities and Exchange Commission (the “SEC”) on April 2928, 2023 ~~2022~~ (the “2022 Form 10-K”), and in our consolidated financial statements, related notes, and the other information appearing elsewhere in the 2022 Form 10‑K, this quarterly report on Form 10-Q and our other filings with the SEC. Given these risks and uncertainties, you should not place undue reliance on any forward-looking statements. The forward-looking statements contained in this quarterly report on Form 10-Q are made only as of the date hereof, and we do not intend, and, except as required by law, we undertake no obligation to update any forward-looking statements contained herein after the date of this report to reflect actual results or future events or circumstances.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

Item 1 - Interim Condensed Consolidated Financial Statements

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share and share amounts)

(unaudited)

October 29,

January 29,

October 30,

April 29,

January 28,

April 30,

2022

2021

2023

2022

ASSETS

~~Unaudited~~

CURRENT ASSETS

Cash and cash equivalents

~~769~~514

1,~~218~~130

~~1,754~~828

Restricted cash

1,158

Accounts receivable

2,~~796~~879

21,~~335~~969

2,~~566~~727

Merchandise inventory

3727,~~353~~703

2926,~~277~~704

3032,~~248~~254

Prepaid expenses and other current assets

~~706~~300

~~649~~999

~~760~~558

Total current assets

4232,~~782~~554

3431,~~637~~960

3637,~~486~~525

Restricted cash

1,~~601~~571

21,~~447~~338

2,~~732~~160

Fixed assets, net

21,~~140~~913

21,~~335~~999

2,~~251~~441

Operating lease right-of-use assets

1,~~678~~344

21,~~144~~505

21,~~284~~990

Cash Surrender Value

3,563

4,154

4,413

Cash surrender value

3,369

3,371

3,800

Other assets

~~682~~566

~~965~~566

~~1,074~~872

TOTAL ASSETS

5241,~~446~~317

4640,~~682~~739

4948,~~240~~788

LIABILITIES

CURRENT LIABILITIES

Accounts payable

129,~~648~~088

67,~~271~~044

67,~~743~~664

Short-term borrowings

9,~~494~~295

98,~~966~~812

510,~~858~~508

Accrued expenses and other current liabilities

12,~~962~~652

2,~~362~~876

2,~~685~~208

Current portion of operating lease liabilities

~~634~~708

~~649~~695

~~636~~663

Total current liabilities

2421,~~738~~743

19,~~248~~427

1521,~~922~~043

Operating lease liabilities

~~1,253~~880

1,~~608~~019

1,~~764~~439

Long-term debt

910,~~163~~429

49,~~356~~790

47,~~161~~944

Other long-term liabilities

1311,~~590~~455

1411,~~185~~604

1513,~~515~~987

TOTAL LIABILITIES

4844,~~744~~507

3941,~~397~~840

3744,~~362~~413

SHAREHOLDERS’ EQUITY

Preferred stock ($0.01 par value; 5,000,000 shares authorized; none issued)

Common stock ($0.01 par value; 200,000,000 shares authorized; 5,321,985, 3,902,985 and 3,902,985 shares issued, respectively)

Common stock ($0.01 par value; 200,000,000 shares authorized; 5,432,072, 5,432,072 and 3,902,985 shares issued, respectively)

Additional paid-in capital

~~213~~214,~~992~~092

~~359~~214,~~220~~029

~~359~~360,~~100~~738

Treasury stock at cost (467,069, 1,410,378 and 1,410,378 shares, respectively)

(76,132

)

(230,170

)

(230,170

)

Treasury stock at cost (467,069, 467,069 and 1,410,417 shares, respectively)

(76,132

)

(76,132

)

(230,170

)

Accumulated other comprehensive loss

(910

)

(910

)

(2,007

)

Accumulated other comprehensive gain (loss)

886

(910

)

Accumulated deficit

(~~133~~142,~~301~~090

)

(~~120~~139,~~894~~938

)

(~~115~~125,~~084~~322

)

TOTAL SHAREHOLDERS’ EQUITY

(3,~~702~~190

)

7(1,~~285~~101

)

114,~~878~~375

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

5241,~~446~~317

4640,~~682~~739

4948,~~240~~788

See Accompanying Notes to Interim Condensed Consolidated Financial Statements.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(amounts in thousands)

(unaudited)

	Thirteen Weeks Ended						~~Thirty-nine Weeks Ended~~
	October 29,			October 30,			October 29,			October 30,
	April 29,			April 30,
	2022			2021			2022			2021
	2023			2022
Net revenue	$	2932,~~145~~932		$	3231,~~172~~791		$	~~94,843~~		$	~~107,680~~
Cost of sales		2225,~~570~~479			24,~~168~~940			~~74,688~~			~~81,044~~
Gross profit		67,~~575~~453			86,~~004~~851			~~20,155~~			~~26,636~~
Selling, general and administrative expenses		98,~~255~~709			10,~~018~~517			~~29,975~~			~~30,886~~
Loss from operations		(21,~~680~~256	)		(23,~~014~~666	)		~~(9,820~~	)		~~(4,250~~	)
Interest expense		~~881~~896			~~439~~762			~~2,544~~			~~1,455~~
Other income		-			(1,567	)		-			(3,530	)
Loss from operations before income tax expense		(2,152	)		(4,428	)
Loss before income tax expense		(3,561	)		(886	)		(12,364	)		(2,175	)
Income tax expense		-			-
Income tax expense		-			-			43			46
Net loss	$	(2,152	)	$	(4,428	)
Net loss	$	(3,561	)	$	(886	)	$	(12,407	)	$	(2,221	)
BASIC AND DILUTED INCOME PER SHARE:
BASIC AND DILUTED LOSS PER SHARE:
Basic and diluted loss per common share	$	(0.43	)	$	(1.78	)
Basic and diluted loss per common share	$	(0.92	)	$	(0.36	)	$	(4.15	)	$	(0.92	)
Weighted average number of common shares outstanding – basic and diluted		4,965			2,493
Weighted average number of common shares outstanding – basic and diluted		3,865			2,491			2,990			2,404

See Accompanying Notes to Interim Condensed Consolidated Financial Statements.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(amounts in thousands)

(unaudited)

	Thirteen Weeks Ended						~~Thirty-nine Weeks Ended~~
	October 29,			October 30,			October 29,			October 30,
	April 29,			April 30,
	2022			2021			2022			2021
	2023			2022
Net loss	$	(32,~~561~~152	)	$	(~~886~~4,428	)	$	~~(12,407~~	)	$	~~(2,221~~	)
Amortization of pension gain		-			-			-			-
Comprehensive loss	$	(32,~~561~~152	)	$	(~~886~~4,428	)	$	~~(12,407~~	)	$	~~(2,221~~	)

See Accompanying Notes to Interim Condensed Consolidated Financial Statements.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY

(dollars and shares in thousands)

	Thirteen Weeks Ended October 29, 2022
	Thirteen Weeks Ended April 29, 2023
	Number of shares outstanding													Accumulated			Retained
								Additional			Treasury			Other			Earnings
	Common		Treasury			Common		Paid-in			Stock			Comprehensive			(Accumulated			Shareholders’
	Shares		Shares			Stock		Capital			At Cost			Loss			Deficit)			Equity
Balance as of July 30, 2022		3,912		(772	)	$	39	$	263,723		$	(125,906	)	$	(910	)	$	(129,740	)	$	7,206
Balance as of January 28, 2023		5,432		(467	)	$	54	$	214,029		$	(76,132	)	$	886		$	(139,938	)	$	(1,101	)
Net loss		-		-			-		-			-			-			(3,561	)		(3,561	)
Net Loss		-		-			-		-			-			-			(2,152	)		(2,152	)
Issuance of shares, net of expenses		-		-			-		-			-			-			-			-
Amortization of unearned compensation/restricted stock amortization		-		-			-		63			-			-			-			63
Exercise of warrants		1,403		305			14		(49,788	)		49,774			-			-			-
Balance as of April 29, 2023		5,432	$	(467	)	$	54	$	214,092		$	(76,132	)	$	886		$	(142,090	)	$	(3,190	)
Common stock issued-Restricted share units		7		-			-		1			-			-			-			1
Amortization of unearned compensation/restricted stock amortization		-		-			-		57			-			-			-			57
Balance as of October 29, 2022		5,322		(467	)	$	53	$	213,992		$	(76,132	)	$	(910	)	$	(133,301	)	$	3,702

	Thirty-Nine Weeks Ended October 29, 2022
	Thirteen Weeks Ended April 30, 2022
	Number of shares outstanding													Accumulated			Retained
								Additional			Treasury			Other			Earnings
	Common		Treasury			Common		Paid-in			Stock			Comprehensive			(Accumulated			Shareholders’
	Shares		Shares			Stock		Capital			At Cost			Loss			Deficit)			Equity
Balance as of January 29, 2022		3,903		(1,410	)	$	39	$	359,220		$	(230,170	)	$	(910	)	$	(120,894	)	$	7,285
Net loss		-		-			-		-			-			-			(12,407	)		(12,407	)
Net Loss		-		-			-		-			-			-			(4,428	)		(4,428	)
Issuance of shares, net of expenses		-		638			-		(97,127	)		104,264			-			-			7,137
Issuance of warrants		-		-			-		1,518			-			-			-			1,518
Exercise of warrants		1,403		305			14		(49,788	)		49,774			-			-			-
Amortization of unearned compensation/restricted stock amortization		-		-			-		-			-			-			-			-
Vested restricted of shares		7		-			-		1			-			-			-			1
Balance as of April 30, 2022		3,903	$	(1,410	)	$	39	$	360,738		$	(230,170	)	$	(910	)	$	(125,322	)	$	4,375
Common stock issued- Director grants		9		-			-		41			-			-			-			41
Amortization of unearned compensation/restricted stock amortization		-		-			-		128			-			-			-			128
Balance as of October 29, 2022		5,322		(467	)	$	53	$	213,992		$	(76,132	)	$	(910	)	$	(133,301	)	$	3,702

	Thirteen Weeks Ended October 30, 2021
	Number of shares outstanding												Accumulated			Retained
								Additional		Treasury			Other			Earnings
	Common		Treasury			Common		Paid-in		Stock			Comprehensive			(Accumulated			Shareholders’
	Shares		Shares			Stock		Capital		At Cost			Loss			Deficit)			Equity
Balance as of July 31, 2021		3,903		(1,410	)	$	39	$	359,016	$	(230,170	)	$	(2,007	)	$	(114,198	)	$	12,680
Net loss		-		-			-		-		-			-			(886	)		(886	)
Amortization of unearned compensation/restricted stock amortization		-		-			-		84		-			-			-			84
Balance as of October 30, 2021		3,903		(1,410	)	$	39	$	359,100	$	(230,170	)	$	(2,007	)	$	(115,084	)	$	11,878

	Thirty-Nine Weeks Ended October 30, 2021
	Number of shares outstanding												Accumulated			Retained
								Additional		Treasury			Other			Earnings
	Common		Treasury			Common		Paid-in		Stock			Comprehensive			(Accumulated			Shareholders’
	Shares		Shares			Stock		Capital		At Cost			Loss			Deficit)			Equity
Balance as of January 30, 2021		3,337		(1,410	)	$	33	$	346,495	$	(230,169	)	$	(2,007	)	$	(112,863	)	$	1,489
Net loss		-		-			-		-		-			-			(2,221	)		(2,221	)
Issuance of warrants		138		-			2		-		(1	)		-			-			1
Sales of shares, net of expense		417		-			4		12,227		-			-			-			12,231
Exercise of stock options		2		-			-		51		-			-			-			51
Common stock issued- Director grants		9		-			-		184		-			-			-			184
Amortization of unearned compensation/restricted stock amortization		-		-			-		143		-			-			-			143
Balance as of October 30, 2021		3,903		(1,410	)	$	39	$	359,100	$	(230,170	)	$	(2,007	)	$	(115,084	)	$	11,878

See Accompanying Notes to Interim Condensed Consolidated Financial Statements.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(amounts in thousands)

(unaudited)

	Thirty-nine Weeks Ended
	Thirteen Weeks Ended
	October 29,			October 30,
	April 29,			April 30,
	2022			2021
	2023			2022
OPERATING ACTIVITIES:
Net loss	$	(12,407	)	$	(2,221	)
Net income loss	$	(2,152	)	$	(4,428	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of fixed assets		~~961~~188			~~1,064~~293
Amortization of intangible assets		-			732
Stock-based compensation		63			-
Stock-based compensation		169			327
Interest on long-term debt		640			106
Amortization of ROU asset		~~466~~161			~~458~~154
Amortization of warrant interest		766			191
Change in cash surrender value		2			354
Interest on long term debt		849			570
Change in cash surrender value		591			(557	)
Forgiveness of PPP Loan		-			(1,963	)
Changes in operating assets and liabilities that provide (use) cash:
Accounts receivable		(~~461~~910	)		~~150~~(392	)
Merchandise inventory		(~~8,075~~999	)		(52,~~732~~977	)
Prepaid expenses and other current assets		~~(56~~698	)		~~(196~~92	)
Other long-term assets		~~283~~-			~~268~~93
Accounts payable		62,~~377~~044			(21,~~150~~393	)
Accrued expenses and other current liabilities		(~~706~~212	)		~~236~~(140	)
Other long-term liabilities		(~~951~~285	)		(~~1,167~~368	)
Net cash used in operating activities		(~~12,194~~762	)		(95,~~990~~820	)
INVESTING ACTIVITIES:
Purchases of fixed assets		(~~766~~103	)		(~~1,046~~399	)
Net cash provided by (used in) investing activities		(~~766~~103	)		(~~1,046~~399	)
FINANCING ACTIVITIES:
Proceeds from long term borrowings		5,000			-
Proceeds from short term borrowings		482			542
Proceeds from issuance of shares, net of expense		7,137			12,231
Proceeds from long term borrowings		-			5,000
Proceeds from exercise of stock options		-			51
Net cash provided by financing activities		482			5,542
Payments of PPP loan		-			(76	)
Net decrease in cash, cash equivalents, and restricted cash		(383	)		(677	)
Payment of short term borrowings		(9,966	)		(6,339	)
Cash, cash equivalents, and restricted cash, beginning of period		3,626			4,823
Payments of long term borrowings		-			(1,600	)
Cash, cash equivalents, and restricted cash, end of period	$	3,243		$	4,146
Proceeds from short term borrowings		9,494			5,858
Net cash provided by (used in) financing activities		11,665			10,125
Net increase (decrease) in cash, cash equivalents, and restricted cash		(1,295	)		(911	)
Cash, cash equivalents, and restricted cash, beginning of period		4,823			6,555
Cash, cash equivalents, and restricted cash, end of period	$	3,528		$	5,644
Supplemental disclosures and non-cash investing and financing activities:
Interest paid	$	~~461~~246		$	~~295~~202
Warrants issued with debt	$	~~1,633~~-		$	-1,633

See Accompanying Notes to Interim Condensed Consolidated Financial Statements.

Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

NOTES TO INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022

Note 1. Nature of Operations

Kaspien Holdings Inc., which, together with its consolidated subsidiaries, is referred to herein as “Kaspien”, “the Company”, “we”, “us” and “our”, was incorporated in New York in 1972. We own 100% of the outstanding common stock of Kaspien Inc, through which our principal operations are conducted. Kaspien provides a platform of software and services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart, Target, eBay, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies, and mutually beneficial partnerships.

Kaspien provides a platform of ~~software and~~ services to empower brands to grow their ~~online~~ online distribution channels on digital marketplaces such as Amazon, Walmart and Target, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies and mutually beneficial partnerships.

We are guided by 5 core principles:

•	We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results.

•	We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often.

•	We create simplicity. We challenge the status quo. We take the complicated and simplify it.

•	We take ownership. We make things happen. We hold ourselves accountable and have a bias for action.

•	We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change.

Liquidity and Cash Flows:

The Company incurred a net loss of $122.42 million and $24.24 million for the ~~thirty-nine~~ thirteen weeks ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, respectively. The ~~increase~~decrease in the net loss was primarily attributable to aan ~~decrease~~increase in sales and gross margin and a reduction in selling, general and administrative expenses. In addition, the Company has an accumulated deficit of $~~133~~142.31 million as of ~~October~~April 29, ~~2022~~2023 and net cash used in operating activities for the thirteen ~~thirty-nine~~ weeks ended ~~October~~April 29, ~~2022~~2023 was $120.28 million. Net cash used in operating activities for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2021~~ 2022 was $105.08 million.

As disclosed in the Company’s Annual Report on Form 10-K filed April 2928, ~~2022~~2023, the Company experienced negative cash flows from operations during fiscal ~~2021~~2022 and ~~2020~~2021 and we expect to incur net losses in fiscal ~~2022~~2023.

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Our ability to achieve profitability and meet future ~~liquidity~~ liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; ~~successful~~and successful implementation of our strategy and planned activities~~; and our ability to overcome the impact of the COVID-19 pandemic~~. There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The unaudited condensed consolidated financial statements for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, ~~2022~~2023 were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the strategic initiatives for Kaspien and the availability of future funding. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

As of ~~October~~April 29, ~~2022~~2023, we had cash and cash equivalents of $0.85 million, net working capital of $1810.08 million, and $9.53 in borrowings on our revolving credit facility, as further discussed below.

As of January 2928, ~~2022~~2023, the Company had borrowings of $108.08 million under the Credit Facility. As of ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, the Company had no outstanding letters of credit. The Company had $53.23 million and $103.96 million available for borrowing under the Credit Facility as of April ~~October~~ 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, respectively.

On March 18, 2021, the Company closed an underwritten offering of 416,600 shares of common stock of the Company, at a price to the public of $32.50 per share. The gross proceeds of the offering were approximately $13.5 million, prior to deducting underwriting discounts and commissions and estimated offering expenses. The Company used the net proceeds from the offering for general corporate purposes, including working capital to implement its strategic plans, investments in technology to enhance its scalable platform and its core retail business.

Credit Facility

On February 20, 2020, Kaspien Inc. entered into a Loan and Security Agreement (as subsequently amended, the “Loan Agreement”) with Eclipse Business Capital LLC (f/k/a Encina Business Credit, LLC) (“Eclipse”), as administrative agent, under which the lenders party thereto committed to provide up to $25 million in loans under a four-year, secured revolving credit facility (the “Credit Facility”).

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On March 30, 2020, the Company and Kaspien Inc. (the “Loan Parties”) entered into Amendment No. 1 to the Loan Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the Company was added as “Parent” under the Amended Loan Agreement, (ii) the Company granted a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents and certain other collateral, and (iii) the Loan Agreement was amended to (a) permit the incurrence of certain subordinated indebtedness under the Subordinated Loan Agreement (as defined below) and (b) limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets.

On April 7, 2021, the Loan Parties entered into Amendment No. 2 to the Loan Agreement (the “Second Amendment”. Pursuant to the Second Amendment, the In-Transit Inventory Sublimit (as defined in the Loan Agreement) was increased from $2,000,000 to $2,500,000.

On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to 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 1.00%; (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 and Excess 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. 10

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On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (i) the maturity of the Credit Facility was extended to February 20, 2024, and the early termination fees were accordingly reset; (ii) the LIBOR floor was reduced to 1.00%; (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 and Excess 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.

On March 2, 2022, the Loan Parties entered into Amendment No. 4 to the Loan Agreement (the “Fourth Amendment”). Pursuant to the Fourth Amendment, among other things, the Credit Facility was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below).

On November 1, 2022, the Loan Parties entered into Amendment No. 5 to the loan agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Credit Facility was amended to replace LIBOR with the Secured Overnight Funding Rate (“SOFR”).

As of ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, the Company had borrowings of $9.53 and $510.95 million under the Credit Facility, respectively.

Subordinated Debt Agreement

On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (the “Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien with a scheduled maturity date of May 22, 2023. As of October 29, 2022, unamortized debt issuance costs of $0.1 million are included in “Long Term Debt” on the unaudited condensed consolidated balance sheet.

Directors Jonathan Marcus, Thomas Simpson, and Michael Reickert are the chief executive officer of Alimco Re Ltd. (“Alimco”), the managing member of Kick-Start III, LLC and Kick-Start IV, LLC (“Kick-Start”), and a trustee of the Robert J. Higgins TWMC Trust (the “Trust”), an affiliate of RJHDC, LLC (“RJHDC” and together with Alimco and Kick-Start, “Related Party Entities”), respectively. The Related Party Entities are parties to the Subordinated Loan Agreement.

Amendment No. 2 to Subordinated Loan and Security Agreement

On March 2, 2022, the Loan Parties entered into that certain Amendment No. 2 to Subordinated Loan and Security Agreement (“Amendment No. 2”) with the “Lenders and the Collateral Agent. Pursuant to Amendment No. 2, among other things, Alimco Re Ltd. (the “Tranche B Lender”) made an additional $5,000,000 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement.

Interest on the Additional Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated Loan.

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The Additional Subordinated Loan is also secured by a second priority security interest in substantially all of the assets of the Loan Parties, including inventory, accounts receivable, cash and cash equivalents and certain other collateral of the borrowers and guarantors under the Subordinated Loan Agreement. The Company will provide a limited guarantee of Kaspien’s obligations under the Additional Subordinated Loan.

Among other things, the Subordinated Loan Agreement limits the Loan Parties’ ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets.

The Subordinated Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the borrowers and guarantors thereunder taken as a whole and the occurrence of an uninsured loss to a material portion of collateral.

The Loan Parties paid certain customary fees and expenses in connection with the Additional Subordinated Loan and Amendment No. 2.

Paycheck Protection Program

On April 17, 2020, Kaspien received loan proceeds of $2.0 million (the “PPP Loan”) pursuant to the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). On June 14, 2021, the Small Business Administration (“SBA”) approved the Company’s application for forgiveness of the PPP Loan. The amount of the forgiveness was $1.9 million in principal and interest, which was the amount requested in the forgiveness application and was less than the original principal balance due of $2.0 million. Following the grant of forgiveness, an outstanding balance of $76,452 was paid during fiscal 2021.

In addition to the aforementioned current sources of existing working capital, the Company may explore certain other strategic alternatives that may become available to the Company, as well continuing our efforts to generate additional sales and increase margins. However, at this time the Company has no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all, should we require such additional funds. If the Company is unable to improve its operations, it may be required to obtain additional funding, and the Company’s financial condition and results of operations may be materially adversely affected.

Furthermore, broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds, should we require such additional funds.

Impact of COVID-19

The full extent to which the COVID-19 pandemic will continue to directly or indirectly impact our business, results of operations and financial condition, including expenses, reserves and allowances, and employee-related amounts, will depend on future developments that are highly uncertain, including as a result of new information that may emerge concerning COVID-19, including the actions taken to contain or treat it, as well as the economic impact on local, regional, national and international customers and markets, which are highly uncertain and cannot be predicted at this time. Our leadership team believes we have the necessary controls in place to mitigate these impacts.

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Note 2. Basis of Presentation

The accompanying interim condensed consolidated financial statements consist of Kaspien Holdings Inc., its wholly owned subsidiaries, Kaspien NY, LLC (f/k/a Trans World NY Sub, Inc. (f/k/a Record Town, Inc.)) and its subsidiaries, and Kaspien, Inc. All intercompany accounts and transactions have been eliminated.

The interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited interim condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of net revenue and expenses during the reporting period. Actual results could differ from those estimates. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to rules and regulations applicable to interim financial statements.

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended January 29, 2022 contained in the Company’s Annual Report on Form 10-K filed April 29, 2022. The results of operations for the thirteen and thirty-nine weeks ended October 29, 2022 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 28, 2023.12

The Company’s significant accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements on Form 10-K for the fiscal year ended January 29, 2022.Index

The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations as of and for the year ended January 28, 2023 contained in the Company’s Annual Report on Form 10-K filed April 28, 2023. The results of operations for the thirteen weeks ended April 29, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending January 28, 2023.

The Company’s significant accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements on Form 10-K for the fiscal year ended January 28, 2023.

Note 3. Recently Adopted Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments,” which introduced an expected credit loss model for the impairment of financial assets measured at amortized cost. The model replaces the probable, incurred loss model for those assets and instead, broadens the information an entity must consider in developing its expected credit loss estimate for assets measured at amortized cost. This standard will be effective for smaller reporting companies for fiscal years beginning after December 15, 2022. We have completed our evaluation and have determined that the update will not have a material impact on our consolidated financial condition, ~~however~~results ~~early~~of ~~adoption~~operations, or iscash ~~permitted~~flows. In WeMarch 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 840, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships, caused by reference rate reform, should not result in the de-designation of the instrument, provided certain criteria are ~~currently~~met. ~~evaluating~~The Company’s exposure to LIBOR rates includes its credit facility. The amendments are effective as of March 12, 2020 through December 31, 2022. We have completed our evaluation and have determined that the update will not have a material impact on our consolidated financial condition, results of ~~this~~operations, ~~new~~or ~~standard~~cash flows. Recent accounting pronouncements pending adoption not discussed above are either not applicable or are not expected to have a material impact on ~~the~~our consolidated financial ~~statements~~condition, results of operations, or cash flows.

Note 4. Depreciation and Amortization

Depreciation and amortization included in selling, general and administrative expenses of the interim condensed consolidated statements of operations for the thirteen weeks ended April 29, 2023 and April 30, 2022 was $0.2 million and $0.3 million, respectively.

Note 5. Restricted Cash

As a result of the death of its former Chairman, the Company holds $2.7 million in a rabbi trust, of which $1.2 million is classified as restricted cash in current assets and $1.5 million is classified as restricted cash in other assets on the accompanying interim condensed consolidated balance sheet as of April 29, 2023.

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In March 2020, the FASB issued ASU No. 2020-04, “Reference Rate Reform (Topic 848): facilitation of the Effects of Reference Rate Reform on Financial Reporting” (“ASU 2020-04”). ASU 2020-04 provides optional expedients and exceptions for applying U.S. GAAP to contract modifications and hedging relationships that reference LIBOR or another reference rate expected to be discontinued because of reference rate reform. ASU 2020-04 provides, among other things, guidance that modifications of contracts within the scope of Topic 470, Debt, should be accounted for by prospectively adjusting the effective interest rate; modifications of contracts within the scope of Topic 840, Leases, should be accounted for as a continuation of the existing contract; and, changes in the critical terms of hedging relationships, caused by reference rate reform, should not result in the de-designation of the instrument, provided certain criteria are met. The Company’s exposure to LIBOR rates includes its credit facility. The amendments are effective as of March 12, 2020 through December 31, 2022. Adoption is permitted at any time. The Company is currently evaluating the impact this update will have on its Condensed Consolidated Financial Statements.

Recent accounting pronouncements pending adoption not discussed above are either not applicable or are not expected to have a material impact on our consolidated financial condition, results of operations, or cash flows.

Note 4. Intangible Assets

The determination of the fair value of intangible assets acquired in a business acquisition, including the Company’s acquisition of Kaspien in 2016, is subject to many estimates and assumptions. Our identifiable intangible assets that resulted from our acquisition of Kaspien consist of technology and tradenames. As of October 30, 2021, the intangible assets were fully amortized. Amortization expense of intangible assets for the thirteen and thirty-nine weeks ended October 29, 2022 and October 30, 2021 consisted of the following:

	Thirteen Weeks Ended				Thirty-nine Weeks Ended
	October 29,		October 30,		October 29,		October 30,
(amounts in thousands)	2022		2021		2022		2021
Amortized intangible assets:
Technology	$	-	$	65	$	-	$	259
Trade names and trademarks		-		153		-		473
Total amortization expense	$	-	$	218	$	-	$	732

Note 5. Depreciation and Amortization

Depreciation and amortization included in selling, general and administrative expenses of the interim condensed consolidated statements of operations for the thirteen weeks ended October 29, 2022 and October 30, 2021 was $0.4 million and $0.6 million, respectively.

Depreciation and amortization included in selling, general and administrative expenses of the interim condensed consolidated statements of operations for the thirty-nine weeks ended October 29, 2022 and October 30, 2021 was $1.0 million and $1.8 million, respectively.

Note 6. Restricted Cash

As a result of the death of its former Chairman, the Company holds $2.8 million in a rabbi trust, of which $1.2 million is classified as restricted cash in current assets and $1.6 million is classified as restricted cash in other assets on the accompanying interim condensed consolidated balance sheet as of October 29, 2022.

A summary of cash, cash equivalents and restricted cash is as follows (amounts in thousands):

	October 29,		January 29,		October 30,
	April 29,		January 28,		April 30,
	2022		2022		2021
	2023		2023		2022
Cash and cash equivalents	$	~~769~~514	$	1,~~218~~130	$	~~1,754~~828
Restricted cash		2,~~759~~729		32,~~605~~496		3,~~890~~318
Total cash, cash equivalents and restricted cash	$	3,~~528~~243	$	43,~~823~~626	$	54,~~644~~146

Note 76. Debt

Credit Facility

The commitments by the lenders under the Credit Facility are subject to borrowing base and availability restrictions. Up to $5.0 million of the Credit Facility may be used for the making of swing line loans.

Interest under the Credit Facility accrues, subject to certain terms and conditions under the Loan Agreement, at a ~~LIBOR~~SOFR Rate or Base Rate, plus, in each case, an Applicable Margin, which is determined by reference to the level of Availability as defined in the Loan Agreement, with the Applicable Margin for ~~LIBOR~~SOFR Rate loans ranging from 4.00% to 4.50% and the Applicable Margin for Base Rate loans ranging from 3.00% to 3.50%.

The Credit Facility is secured by a first priority security interest in substantially all of the assets of Kaspien, including inventory, accounts receivable, cash and cash equivalents and certain other collateral of the borrowers and guarantors under the Credit Facility (collectively, the “Credit Facility Parties”) and by a first priority pledge by the Company of its equity interests in Kaspien. The Company will provide a limited guarantee of Kaspien’s obligations under the Credit Facility.

Among other things, the Loan Agreement limits Kaspien’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets. The Loan Agreement also requires Kaspien to comply with a financial maintenance covenant.

The Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the Credit Facility Parties taken as a whole, the occurrence of an uninsured loss to a material portion of collateral and failure of the obligations under the Credit Facility to constitute senior indebtedness under any applicable subordination or intercreditor agreements.

On March 30, 2020, the Company and Kaspien (the “Loan Parties”) entered into Amendment No. 1 to the Loan Agreement (the “Amendment”). Pursuant to the Amendment, among other things, (i) the Company was added as “Parent” under the Amended Loan Agreement, (ii) the Company granted a first priority security interest in substantially all of the assets of the Company, including inventory, accounts receivable, cash and cash equivalents and certain other collateral, and (iii) the Loan Agreement was amended to (a) permit the incurrence of certain subordinated indebtedness under the Subordinated Loan

Agreement (as defined below) and (b) limit the Company’s ability to incur additional indebtedness, create liens, make investments, make restricted payments or specified payments and merge or acquire assets.

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On April 7, 2021, Loan Parties entered into Amendment No. 2 to the Loan Agreement (the “Second Amendment”. Pursuant to the Second Amendment, the In-Transit Inventory Sublimit (as defined in the Loan Agreement) was increased from $2,000,000 to $2,500,000.

On September 17, 2021, the Loan Parties entered into Amendment No. 3 to the Loan Agreement (the “Third Amendment”). Pursuant to the Third Amendment, among other things, (i) the maturity of the ~~credit~~Credit ~~facility~~Facility ~~has~~was ~~been~~ extended to February 20, 2024, and the early termination fees ~~have~~were ~~been~~ accordingly reset; (ii) the LIBOR floor ~~has~~was ~~been~~ reduced to 1.00%; (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 and Excess 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.

On March 2, 2022, the Loan Parties entered into Amendment No. 4 to the Loan Agreement (“Fourth Amendment”). Pursuant to the Fourth Amendment, among other things, the Credit Facility was amended to permit the incurrence of the Additional Subordinated Loan (as defined below) under the Subordinated Loan Agreement (as defined below).

On November 1, 2022, the Loan Parties entered into Amendment No. 5 to the Loan Agreement (the “Fifth Amendment”). Pursuant to the Fifth Amendment, the Credit Facility was amended to replace LIBOR with the Secured Overnight Funding Rate (“SOFR”).

As of ~~October~~ April 29, ~~2022~~2023, the Company had borrowings of $9.53 million under the Credit Facility. The Company had borrowings of $510.95 million as of ~~October~~April 30, ~~2021~~2022. As of ~~October~~April 29, ~~2022~~2023, unamortized debt issuance costs of $0.1 million related to the Credit Facility are included in Other assets on the unaudited condensed consolidated balance sheet.

The Company records short term borrowings at cost, in which the carrying value approximates fair value due to its short-term maturity.

Subordinated Loan Agreement

On March 30, 2020, the Loan Parties entered into a Subordinated Loan and Security Agreement (the “Subordinated Loan Agreement”) with the lenders party thereto from time to time (the “Lenders”) and TWEC Loan Collateral Agent, LLC (the “Collateral Agent”), as collateral agent for the Lenders, pursuant to which the Lenders made a $5.2 million secured term loan (the “Subordinated Loan”) to Kaspien. On September 17, 2021, the Loan Parties entered into Amendment No. 1 to the Subordinated Loan Agreement which extended the maturity of the loan to March 31, 2024. As of October 29, 2022, unamortized debt issuance costs of $0.1 million are included in “Long-Term Debt” on the consolidated balance sheet.

Interest on the Subordinated Loan accrues, subject to certain terms and conditions under the Subordinated Loan Agreement, at the rate of twelve percent (12.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Subordinated Loan.

The Subordinated Loan is secured by a second priority security interest in substantially all of the assets of the Loan Parties, including inventory, accounts receivable, cash and cash equivalents and certain other collateral of the borrowers and guarantors under the Subordinated Loan Agreement (collectively, the “Second Lien Credit Facility Parties”). The Company will provide a limited guarantee of Kaspien ’s obligations under the Subordinated Loan.

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The Subordinated Loan Agreement contains customary events of default, including, but not limited to, payment defaults, breaches of representations and warranties, covenant defaults, cross-defaults to other obligations, customary ERISA defaults, certain events of bankruptcy and insolvency, judgment defaults, the invalidity of liens on collateral, change in control, cessation of business or the liquidation of material assets of the Second Lien Credit Facility Parties taken as a whole and the occurrence of an uninsured loss to a material portion of collateral.

In conjunction with the Subordinated Debt Agreement, the Company issued warrants to purchase up to 244,532 shares of Common Stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the Warrants, at an exercise price of $0.01 per share. As of ~~October~~April 29, ~~2022~~2023, 75,~~539~~126 warrants remain outstanding.

The value of the warrants of $0.78 million was allocated against the principal proceeds of the Subordinated Debt Agreement, $0.21 million of which was unamortized as of ~~October~~April 29, ~~2022~~2023.

On March 2, 2022, the Loan Parties entered into that certain Amendment No. 2 to Subordinated Loan and Security Agreement (“Amendment No. 2”) the “Lenders and Collateral Agent. Pursuant to Amendment No. 2, among other things, Alimco Re Ltd. (the “Tranche B Lender”) made an additional $5,000,000 secured term loan (the “Additional Subordinated Loan”) with a scheduled maturity date of March 31, 2024, which is the same maturity date as the existing loans under the Subordinated Loan Agreement.

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In conjunction with the Subordinated Debt Agreement, the Company issued warrants to purchase up to warrants to purchase up to 320,000 shares of common stock of the Company (subject to adjustment in accordance with the terms of the Warrants, the “Warrant Shares”) at an exercise price of $0.01 per share. The Warrants are exercisable during the period commencing on March 2, 2022 and ending on the earlier of (a) 5:00 p.m. Eastern Standard Time on the five (5)-year anniversary thereof, or if such day is not a business day on the next succeeding business day, or (b) the occurrence of certain consolidations, mergers or similar extraordinary events involving the Company. As of October 29, 2022, all of the warrants remain outstanding.

The value of the warrants of $1.6 million was allocated against the principal proceeds of the Subordinated Debt Agreement, of which $10.18 million was unamortized as of ~~October~~April 29, ~~2022~~2023. The value of the warrants was recognized as a discount based on the relative fair value of the consideration received, as an offset to APIC, which will be amortized over the life of the loan.

~~Paycheck~~Note ~~Protection~~7. Stock Based ~~Program~~Compensation

OnThe ~~April~~Company has ~~17,~~ outstanding ~~2020,~~awards ~~Kaspien~~under ~~received~~four ~~loan~~employee ~~proceeds~~stock ofaward ~~$2.0~~plans: ~~million (~~the ~~“PPP~~2005 ~~Loan”)~~Long ~~pursuant~~Term toIncentive ~~the~~and ~~Paycheck~~Share ~~Protection~~Award ~~Program~~Plan; ~~(“PPP”)~~the ~~under~~Amended and Restated 2005 Long Term Incentive and Share Award Plan; the ~~Coronavirus~~2005 ~~Aid,~~Long ~~Relief,~~Term Incentive and ~~Economic~~Share ~~Security~~Award ~~Act~~Plan (as amended and restated April 5, 2017 (the “~~CARES~~Old ~~Act~~Plans”); and Kaspien Holdings Inc. On2005 ~~June~~Long ~~14,~~Term ~~2021,~~Incentive ~~the~~and ~~Small~~Share ~~Business~~Award ~~Administration~~Plan (as amended and restated on August 2, 2022) (the “~~SBA~~New Plan”). Collectively, ~~approved~~these plans are referred to herein as the Stock Award Plans. The Company’s ~~application~~no ~~for~~longer ~~forgiveness~~issues ofstock options under the ~~PPP~~Old ~~Loan~~Plans. Equity ~~The~~awards ~~amount~~authorized offor issuance under the ~~forgiveness~~New ~~was~~Plan $1total 500,000.9 As ~~million~~of inApril ~~principal~~29, ~~and interest~~2023, ~~which~~of ~~was~~ the ~~amount~~awards ~~requested~~authorized infor issuance under the ~~forgiveness~~Stock ~~application~~Award ~~and~~Plans, ~~was~~approximately ~~less~~143,142 ~~than~~were ~~the~~granted ~~original~~and ~~principal balance~~are ~~due~~outstanding, 30,821 of ~~$2.0~~which ~~million~~were vested and exercisable. ~~Following~~Shares ~~the~~available ~~grant~~for future grants of ~~forgiveness,~~options anand ~~outstanding~~other ~~balance~~share-based ofawards ~~$76,452~~under ~~was~~the ~~paid~~New ~~during~~Plan ~~fiscal~~as ~~2021~~of January 28, 2023 were 443,000.

~~Note~~The 8.following ~~Stock~~table ~~Based~~summarizes stock award activity during the thirteen weeks ended ~~Compensation~~April 29, 2023:

The Company has outstanding awards under three employee stock award plans, the 2005 Long Term Incentive and Share Award Plan, the Amended and Restated 2005 Long Term Incentive and Share Award Plan (the “Old Plans”); and 2005 Long Term Incentive and Share Award Plan, as amended and restated on August 2, 2022 (the “New Plan”). Collectively, these plans are referred to herein as the Stock Award Plans. The Company no longer issues stock options under the Old Plans.

	Employee Stock Award Plans
	Number of Shares Subject To Option		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Other Share Awards ⁽¹⁾		Weighted Average Grant Fair Value
Balance January 28, 2023		123,642	$	6.00		7.5		19,500	$	18.35
Granted		-		-		-		-		-
Forfeited		-		-		-		-		-
Canceled		-		-		-		-		-
Exercised		-		-		-		-		-
Balance April 29, 2023		123,642	$	6.00		7.1		19,500	$	18.35
Exercisable April 29, 2023		30,821	$	15.37		4.4		-	$	-

~~Equity~~ (1) ~~awards~~Other ~~authorized~~Share ~~for~~Awards ~~issuance~~include ~~under the~~deferred ~~New~~shares ~~Plan total 500,000. As of October 29, 2022, of the awards authorized for issuance under the Stock Award Plans, 70,364 options were~~ granted ~~and~~to ~~are~~executives ~~outstanding, 25,294 of which were vested~~ and ~~exercisable~~directors. ~~Shares available for future grants of options and other share-based awards under the New Plan as of October 29, 2022 were 497,000.~~

~~The~~As ~~following~~of ~~table~~April ~~summarizes~~29, ~~stock~~2023, the ~~award~~intrinsic ~~activity~~value ~~during~~of ~~the~~stock ~~thirteen~~awards ~~weeks~~outstanding ~~ended October~~and ~~29,~~stock ~~2022:~~awards exercisable was $0.

	Employee Stock Award Plans
	Number of Shares Subject To Option			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term		Other Share Awards (1)			Weighted Average Grant Fair Value
Balance January 29, 2022		85,965		$	13.41		7.5		90,000		$	15.39
Granted		21,750			5.57		9.9		9,000			4.59
Forfeited		(20,045	)		9.31		9.1		(63,500	)		14.08
Canceled		(17,306	)		15.56		-		-			-
Exercised		-			-		-		(12,000	)		10.77
Balance October 29, 2022		70,364		$	10.23		7.6		23,500		$	17.69
Exercisable October 29, 2022		25,294		$	18.70		6.2		-		$	-

(1) Other Share Awards include restricted share units granted to employees and directors.

As of October 29, 2022, the intrinsic value of stock awards outstanding and stock awards exercisable was $0.

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Note 98. Shareholders’ Equity

On July 12, 2022, the Company entered into a Securities Purchase Agreement (the “PIPE Purchase Agreement”) with a single institutional investor for a private placement offering (“Private Placement”) of the Company’s common stock (the “Common Stock”) or pre-funded warrants, with each pre-funded warrant exercisable for one share of Common Stock (the “Pre-Funded Warrants”), and warrants exercisable for one share of Common Stock (the “Investor Warrants”). Pursuant to the PIPE Purchase Agreement, the Company has agreed to issue and sell 1,818,182 shares (the “Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof together with Investor Warrants to purchase up to 2,457,160 shares of Common Stock. Each share of Common Stock and accompanying Investor Warrant will be sold together at a combined offering price of $3.30 per share.

The Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full.

The Investor Warrants have an exercise price of $3.13 per share (subject to adjustment as set forth in the warrant), are exercisable upon issuance and will expire five years from the date of issuance. The Investor Warrants contain standard adjustments to the exercise price including for stock splits, stock dividend, rights offerings and pro rata distributions.

The Private Placement closed on July 14, 2022. The Company received approximately $6 million in gross proceeds from the Private Placement, before deducting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the private placement for working capital and other general corporate purposes.

On July 12, 2022, the Company also entered into a Securities Purchase Agreement (the “Registered Purchase Agreement”) with a single institutional investor, pursuant to which the Company agreed to issue and sell 638,978 shares (the “Registered Shares”) of its Common Stock or Pre-Funded Warrants in lieu thereof, with each Pre-Funded Warrant exercisable for one share of Common Stock (the “Offering”). The Company received approximately $2 million in gross proceeds from the Offering, before deducting discounts and commissions and estimated offering expenses. The Company intends to use the net proceeds from the private placement for working capital and other general corporate purposes.

The Pre-Funded Warrants are immediately exercisable, at a nominal exercise price of $0.001, and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. As of October 29, 2022 109,416 Pre-Funded Warrants related to the Offering remain outstanding.

Net proceeds from the Private Placement and the Offering, after deducting placement agent fees and other estimated offering expenses payable by the Company of $0.9 million, were approximately $7.1 million.

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company, all of which were exercisable, as of ~~October~~April 29, ~~2022~~2023:

Exercise		~~Number~~	Number
Price		~~Outstanding~~	Outstanding
$	0.~~001~~01		~~109,416~~	325,126
$	03.0113		~~327,539~~	2,457,160
$	0.125		2,457,160
				2,782,286
			2,894,115

There were no warrant transactions during the quarter and the weighted average exercise price for the outstanding warrants is $2.77.

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Note 109. Accumulated Other Comprehensive Loss

Accumulated other comprehensive loss that the Company reports in the interim condensed consolidated balance sheets represents net loss, adjusted for the difference between the accrued pension liability and accrued benefit cost, net of taxes, associated with the Company’s defined benefit plan. Comprehensive loss consists of net loss for all periods presented.

Note 1110. Defined Benefit Plan

The Company maintains a non-qualified Supplemental Executive Retirement Plan (“SERP”) for certain executive officers of the Company. The SERP provides eligible executives defined pension benefits that supplement benefits under other retirement arrangements. As of February 28, 2020, no active employees were participants in the SERP. During the thirteen weeks ended ~~October~~April 29, ~~2022~~2023, the Company did not make any cash contributions to the SERP and presently expects to pay approximately $1.2 million in benefits relating to the SERP during fiscal ~~2022~~2023.

The measurement date for the SERP is the fiscal year end, using actuarial techniques which reflect estimates for mortality, turnover and expected retirement. In addition, management makes assumptions concerning future salary increases. Discount rates are generally established as of the measurement date using theoretical bond models that select high-grade corporate bonds with maturities or coupons that correlate to the expected payouts of the applicable liabilities.

The following represents the components of the net periodic pension cost related to the Company’s SERP for the respective periods:

	Thirteen Weeks Ended				~~Thirty-nine Weeks Ended~~
(amounts in thousands)	~~October~~April 29,		~~October~~April 30,		~~October 29,~~		~~October 30,~~
	2022		2021		2022		2021
	2023		2022
Interest cost	$	89139	$	6389	$	~~267~~	$	~~189~~
Net periodic pension cost	$	89139	$	6389	$	~~267~~	$	~~189~~

Note 1211. Basic and Diluted Loss Per Share

Basic loss per share is calculated by dividing net loss by the weighted average common shares outstanding for the period. Diluted loss per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock (net of any assumed repurchases) that then shared in the earnings of the Company, if any. It is computed by dividing net loss by the sum of the weighted average shares outstanding and additional common shares that would have been outstanding if the dilutive potential common shares had been issued for the Company’s common stock awards from the Company’s Stock Award Plans.

For ~~the~~ the thirteen- ~~and thirty-nine-~~week periods ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, the impact of all outstanding stock awards was not considered because the Company reported net losses in ~~those~~both periods and such impact would be anti-dilutive. Accordingly, basic and diluted loss per share was the same. Total anti-dilutive stock awards for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, 2023 and April 30, 2022 were approximately 0.1 million shares for both periods.

For the thirteen-week and thirty-nine periods ended October 29, 2022, the impact of all outstanding warrants was not considered because the Company reported net losses in both periods and such impact would be anti-dilutive. Accordingly, basic and diluted loss per share was the same. Total anti-dilutive warrants for the thirteen- and thirty -nine week periods ended October 29, 2022 were approximately 2.9 million shares.

Index

Note 1312. Income Taxes

In assessing the realizability of ~~deferred~~ deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent on the generation of future ~~taxable~~ taxable income. Management considers the scheduled reversal of taxable temporary differences, projected future taxable income and tax planning strategies in making this assessment. Based on available objective evidence, management concluded that a full valuation allowance should continue to be recorded against the Company’s deferred tax assets. Management will continue to assess the need for and amount of the valuation allowance against the deferred tax assets by considering all ~~available~~ available evidence to the Company’s ability to generate future taxable income in its conclusion of the need for a full valuation allowance. Any reversal of the Company’s valuation allowance will favorably impact its results of operations in the period of reversal. The Company is currently unable to determine whether or when that reversal might occur, but it will continue to assess the realizability of its deferred tax assets and will adjust the valuation allowance if it is more likely than not that all or a portion of the deferred tax assets will become realizable in the future. The Company has significant net operating loss carry forwards and other tax attributes that are available to offset projected taxable income and current taxes payable, if any, for the year ending January 2928, ~~2022~~2023. The deferred tax impact resulting from the utilization of the net operating loss carry forwards and other tax attributes will be offset by a reduction in the valuation allowance. As of January 2928, ~~2022~~2023, the Company had a net operating loss carry forward of $~~352~~369.71 million for federal income tax purposes ~~and~~ and approximately $~~214~~224.4 million for state income tax purposes that expire at various times through 2040 and are subject to certain limitations and statutory expiration periods. The Company has not changed its overall conclusion with respect to the need for a valuation allowance against its net deferred tax assets, which remain fully reserved.

Note 1413. Commitments and Contingencies

Legal Proceedings

The Company is subject to legal proceedings and claims that have arisen in the ordinary course of its business and have not been finally adjudicated. Although there can be no assurance as to the ultimate disposition of these matters, it is management’s opinion, based upon the information available at this time, that the expected outcome of these matters, individually and in the aggregate, will not have a material adverse effect on the results of operations and financial condition of the Company. As a result, the liability for the cases listed below is remote.

On ~~June 18, 2021, Vijuve Inc. filed a lawsuit against Kaspien Inc. in the United States District Court for the Eastern District of Washington (Case No. 2:21-cv-00192-SAB) concerning a~~ Retailer Agreement ~~that~~Dispute the parties entered into in September of 2020. Vijuve manufactures skin care products and face massagers. The parties agreed that Kaspien would sell Vijuve’s products on Amazon. The complaint alleged that Kaspien breached the Retailer Agreement when it declined to acquiesce to Vijuve’s demand that Kaspien purchase over $700,000 of products. In total, Vijuve is seeking $774,000 in damages. Kaspien denies that it breached the agreement. Moreover, on July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. Kaspien subsequently filed additional counterclaims against Vijuve for fraud and negligent misrepresentation. Kaspien is seeking at least $229,000 from Vijuve. A trial on all of the parties’ claims is scheduled for September 18, 2023. There is no determination of outcome, thus no contingencies are recognized as of the reporting date.

On ~~February~~June 1718, ~~2022,~~ ~~CA Washington~~2021, ~~LLC~~Vijuve ~~(“CA”)~~Inc. filed a lawsuit against Kaspien, Inc. in ~~Wake~~the ~~County,~~United States ~~North~~District ~~Carolina~~Court ~~Superior~~for ~~Court~~the ~~(court~~Eastern ~~file~~District 22of ~~CVS~~Washington ~~2051)~~(Case No. CA2:21-cv-00192-SAB) ~~Washington,~~concerning ~~LLC~~a ~~claims~~Retailer Agreement that ~~Kaspien,~~the ~~Inc.~~parties ~~breached~~entered ~~the~~into ~~contract~~in ~~between~~September ~~the~~of ~~parties~~2020. byVijuve ~~using~~manufactures ~~CA’s technology~~skin ~~platform~~care toproducts ~~facilitate~~and ~~sales~~face bymassagers. ~~third~~The parties agreed ~~and~~that byKaspien ~~using~~would CAsell Vijuve’s ~~technology~~products toon ~~develop a competing platform~~Amazon. The ~~lawsuit~~complaint ~~also~~alleged ~~includes~~that anKaspien ~~alternative~~breached ~~claim~~the ~~for~~Retailer ~~unjust~~Agreement ~~enrichment~~when ~~and~~it adeclined ~~claim~~to ~~for~~acquiesce ~~breach~~to ~~of North Carolina~~Vijuve’s ~~Unfair~~demand ~~and Deceptive~~that ~~Trade~~Kaspien ~~Practices~~purchase ~~Act~~over $700,000 of products. CAIn ~~seeks~~total, anVijuve ~~unspecified~~appears ~~amount~~to ofbe seeking more than $1,000,000 in damages. Kaspien ~~removed~~denies that it breached the ~~lawsuit~~agreement toand ~~federal~~denies ~~court~~that init ~~the~~has ~~Eastern~~any ~~District~~liability ofto ~~North~~Vijuve. ~~Carolina~~Moreover, ~~(case~~on ~~number~~July ~~5:22-cv-00111)~~19, 2021, Kaspien filed counterclaims anand ~~Answer~~alleged ~~denying~~that ~~CA’s~~Vijuve ~~claims~~breached the contract, ~~and~~including ~~asserted~~by ~~a counterclaim~~refusing ~~against~~to CAbuy ~~for~~back ~~breach~~inventory offrom ~~contract~~Kaspien ~~and~~upon ~~breach~~termination of the ~~covenant~~Retailer ofAgreement. ~~good~~On ~~faith~~July 18, 2022, Kaspien filed additional counterclaims against Vijuve for fraud and ~~fair~~negligent ~~dealing~~misrepresentation. ~~There~~Kaspien is noseeking ~~determination~~at ofleast ~~outcome~~$229,000 ~~thus~~from noVijuve ~~contingencies~~for ~~are~~breach ~~recognized~~of contract and/or specific performance, as well as fraud and negligent misrepresentation. A trial on all of the ~~reporting~~parties’ ~~date~~claims is scheduled for September 18, 2023.

On February 17, 2022, CA Washington, LLC (“CA”) filed a lawsuit against Kaspien Inc. in Wake County, North Carolina Superior Court (court file 22 CVS 2051). CA claims that Kaspien Inc. breached the contract between the parties by using CA’s technology platform to facilitate sales by third parties and by using CA’s technology to develop a competing platform. The lawsuit also includes an alternative claim for unjust enrichment and a claim for breach of North Carolina’s Unfair and Deceptive Trade Practices Act. CA seeks an unspecified amount of damages. Kaspien removed the lawsuit to federal court in the Eastern District of North Carolina (case number 5:22-cv-00111), filed an Answer denying CA’s claims, and asserted a counterclaim against CA for breach of contract and breach of the covenant of good faith and fair dealing. The parties reached a settlement agreement that resolved the dispute without any financial implications to the Company.

Contingent Value Rights

On March 30, 2020, the Company entered into the Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and 7.64% for RJHDC) received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its equity interest in Kaspien. The Company does not anticipate these contingencies being met in Fiscal 2023.

Index

Contingent Value Rights

On March 2, 2022, the Company entered into a Contingent Value Rights Agreement (the “Second CVR Agreement”) with the Tranche B Lender under the Subordinated Loan Agreement, pursuant to which the Tranche B Lender received contingent value rights (“Second CVRs”) representing the contractual right to receive cash payments from the Company in an amount equal, in the aggregate, to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien.

The CVRs terminate upon the earlier to occur of (i) certain consolidations, mergers or similar extraordinary events involving Kaspien (and, if applicable, the making of a cash payment by the Company to the Lenders pursuant to the CVR Agreement in connection therewith) and (ii) March 2, 2032.

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KASPIEN HOLDINGS INC. AND SUBSIDIARIES

PART 1. FINANCIAL INFORMATION

Item 2 - Management’s Discussion and Analysis of Financial Condition and

Results of Operations

~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022

Overview

Management’s Discussion and Analysis of Financial Condition and Results of Operations provides information that the Company’s management believes necessary to achieve an understanding of its financial statements and results of operations. To ~~the~~ the extent that such analysis contains statements which are not of a historical nature, such statements are forward-looking statements, which involve risks and uncertainties. These risks include, but are not limited to, changes in the competitive environment, availability of new products, change in vendor policies or relationships, general economic factors in markets where the Company’s merchandise is sold, and other factors discussed in the Company’s filings with the Securities and ~~Exchange~~ Exchange Commission. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed consolidated financial statements and related notes ~~included~~ included elsewhere in this report and the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K as of and for the fiscal year ended January 2928, ~~2022~~2023.

Kaspien provides a platform of ~~software and~~ services to empower brands to grow their online distribution channels on digital marketplaces such as Amazon, Walmart and Target, among others. The Company helps brands achieve their online retail goals through its innovative and proprietary technology, tailored strategies and mutually beneficial partnerships.

We are guided by 5 core principles:

•

We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results.

•

We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often.

•

We create simplicity. We challenge the status quo. We take the complicated and simplify it.

•

We take ownership. We make things happen. We hold ourselves accountable and have a bias for action.

•

We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change.

On May 22, 2023, the Company, pursuant to an authorization by its board of directors, notified The Nasdaq Stock Market LLC of the Company’s decision to voluntarily delist its common stock from The Nasdaq Capital Market. Subsequently, the delisting of the Company’s common stock became effective on June 12, 2023. The Company’s common stock will be quoted on the OTCQB platform effective June 12, 2023. At this time, the Company is not taking steps to deregister as a public company under the Securities Exchange Act of 1934.

On June 6, 2023, Kaspien Inc., a wholly-owned subsidiary of the Company, and Channel Key, LLC (“Channel Key”) entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”), pursuant to which Kaspien Inc. sold substantially all of the assets of and certain of the liabilities relating to Kaspien Inc.’s agency business through which Kaspien Inc. provides support services for account management, media planning, media analytics, search strategy, business planning, and data reporting to its partners (the “Transaction”). The Transaction closed on June 6, 2023. The consideration for the sale consisted of the base purchase price of $200,000, paid in cash, plus the assumption of certain liabilities. Kaspien Inc. will also be entitled to an earnout payment equal to 50% of the Total Revenue that Channel Key earns for each quarter in the 12-month period immediately following the closing of the Transaction, up to a maximum aggregate amount of $525,000. “Total Revenue” will be an amount equal to the quarterly retainer received by Channel Key pursuant to each of the purchased assets, plus the quarterly commission received by Channel Key pursuant to each of the purchased assets.

Index

The Company’s results have been, and will continue to be, contingent upon management’s ability to understand industry trends and to manage the business in response to those trends and general economic trends. Management monitors several key performance indicators to evaluate its performance, including:

Net Revenue: The Company measures total year over year sales growth. The Company measures its sales performance through several key performance indicators including number of partners, active product listings and sales per listing.

Cost of Sales and Gross Profit: Gross profit is calculated based on the cost of product in relation to its retail selling value. Changes in gross profit are impacted primarily by net sales levels, mix of products sold, obsolescence, distribution costs, and Amazon commissions and fulfillment fees.

Index

Gross Merchandise Value (“GMV”): The total value of merchandise sold over a given time period through a customer-to-customer exchange site. It is the measurement of merchandise value sold across all channels and partners within our platform.

Selling, General and Administrative (“SG&A”) Expenses: Included in SG&A expenses are payroll and related costs, occupancy charges, general operating and overhead expenses and depreciation charges.

Balance Sheet and Ratios: The Company views cash and working capital (current assets less current liabilities) as relevant indicators of its financial position. See Liquidity and Cash Flows section for further discussion of these items.

RESULTS OF OPERATIONS

Thirteen Weeks Ended ~~October~~April 29, ~~2022~~2023

Compared to the Thirteen Weeks Ended ~~October~~April 30, ~~2021~~2022

Net revenue ~~and Gross profit~~. The following table sets forth a year-over-year comparison of the Company’s Net revenue ~~and Gross profit~~:

	Thirteen Weeks Ended						Change					Thirty-Nine Weeks Ended						Change
	Thirteen weeks ended											Change
(amounts in thousands)	October 29, 2022			October 30, 2021			$			%		October 29, 2022			October 30, 2021			$			%
	April 29, 2023						April 30, 2022					$				%
Net Revenue	$	29,145		$	32,172		$	(3,027	)	-9.4	%	$	94,843		$	107,680		$	(12,837	)	-11.9	%
Amazon US	$	31,676			96.2	%	$	29,620		93.2	%	$	2,056			6.9	%
Gross profit		6,575			8,004			(1,429	)	-17.9	%		20,155			26,636			(6,481	)	-24.3	%
Amazon International		503			1.5	%		1,287		4.0	%		(784	)		-60.9	%
% to sales		22.6	%		24.9	%							21.3	%		24.7	%
Walmart, Target & other marketplaces		476			1.4	%		430		1.4	%		46			10.7	%
Subtotal Retail as a Service		32,655			99.2	%		31,337		98.6	%		1,318			4.2	%
Subscriptions		277			0.8	%		454		1.4	%		(177	)		-39.0	%
Net revenue	$	32,932			100.0	%	$	31,791		100.0	%	$	1,141			3.6	%

Net ~~Revenue.~~revenue ~~Net~~increased ~~revenue~~3.6% ~~was~~to $2932.19 million for the ~~thirteen~~three ~~weeks~~months ended ~~October~~April 29, ~~2022~~2023 acompared 9to $31.4%8 ~~decrease~~million ~~from~~for the ~~comparable~~three ~~prior year~~months ~~period~~ended April 30, 2022. ~~Net~~The ~~revenue~~primary ~~was~~source ~~$94.8~~of ~~million~~revenue ~~for~~is the ~~thirty-nine~~Retail ~~weeks~~as ~~ended~~a ~~October~~Service 29(“RaaS”) model, ~~2022~~which arepresented 99.2% 11of net revenue. RaaS net revenue increased to 6.9% ~~decrease~~ from the comparable period from the prior year ~~period~~.

The ~~primary source of revenue is the Retail as a Service (“RaaS”) model, which represented 96% of net revenue in the thirteen weeks ended October 29, 2022. The~~ Company generates revenue across a broad array of product lines primarily through the Amazon Marketplace. Categories include apparel, baby, beauty, electronics, health & personal care, home/kitchen/grocery, pets, sporting goods, toys & art.

Total active partner count as of October 29, 2022 was approximately 150, including 132 retail partners and 18 subscription partners.

Platform GMV for the three months ended October 29, 2022 was $63.9 million as compared to $63.5 million for the three months ended October 30, 2021. Retail GMV decreased 7.8% to $30.4 million compared to $33.0 million in the comparable year-ago period. Subscription GMV increased 9.7% to $33.5 million, or 52.4% of total GMV, compared to $30.5 million, or 47.6% of total GMV, in the comparable year-ago period.

Index

	Thirteen weeks ended											Thirty-nine weeks ended
	October 29, 2022				October 30, 2021				Change			October 29, 2022				October 30, 2021				Change
Amazon US	$	27,883	95.7	%	$	30,423	94.6	%		-8.3	%	$	89,480	94.3	%	$	100,581	93.4	%		-11.0	%
Amazon International		528	1.8	%		738	2.3	%		-28.5	%		2,807	3.0	%		4,295	4.0	%		-34.6	%
Other Marketplaces		350	1.2	%		543	1.7	%		-35.5	%		1,131	1.2	%		1,428	1.3	%		-20.8	%
Subtotal Retail as a Service		28,761	98.7	%		31,704	98.5	%		-9.3	%		93,418	98.5	%		106,304	98.7	%		-12.1	%
Subscriptions		384	1.3	%		468	1.5	%		-17.9	%		1,425	1.5	%		1,376	1.3	%		3.6	%
Net revenue	$	29,145	100.0	%	$	32,172	100.0	%		-9.4	%	$	94,843	100.0	%	$	107,680	100.0	%		-11.9	%

Total active partner count is approximately 90 retail partners.

Gross Profit. Gross profit increased to $7.5 million, or 22.6% of net revenue for the thirteen weeks ended April 29, 2023, as compared to $6.9 million, or 21.6% of net revenue for the comparable prior year period. The increase in gross profit was primarily due to the increase in net revenue and a decrease warehouse and freight expenses for the thirteen weeks ended April 29, 2023 as compared the 13 weeks ended April 30, 2022. The following table sets forth a ~~period~~ year-over-year ~~period~~ comparison of the Company’s gross profit:

	Thirteen Weeks Ended						Change					~~Thirty-nine Weeks~~						~~Change~~
(amounts in thousands)	~~October~~April 29, ~~2022~~2023			~~October~~April 30, ~~2021~~2022			$			%		~~October 29, 2022~~			~~October 30, 2021~~			$			%
Merchandise margin	$	1213,~~691~~309		$	14,~~653~~046		$	(~~1,962)~~737	)	~~-13~~(5.42	)%	$	~~40,858~~		$	~~49,309~~		$	~~(8,451)~~		~~-17.1~~	%
% of net revenue		4340.54	%		4544.52	%		-2(3.08	)%				~~43.1~~	%		~~45.8~~	%		~~-2.7~~	%
Fulfillment fees		(34,~~888~~112	)		(4,~~375~~568	)		~~487~~(456	)	~~-11~~(10.10	)%		~~(13,110~~	)		~~(16,218~~	)		~~3,108~~		~~-19.2~~	%
Warehousing and freight		(21,~~228~~744	)		(2,~~274~~627	)		46(883	)	-2(33.06	)%		~~(7,593~~	)		~~(6,455~~	)		~~(1,138)~~		~~17.6~~	%
Gross profit	$	67,~~575~~453		$	86,~~004~~851		$	~~(1,429)~~602		~~-17~~8.98	%	$	~~20,155~~		$	~~26,636~~		$	~~(6,481)~~		~~-24.3~~	%
% of net revenue		22.6	%		2421.96	%							~~21.3~~	%		~~24.7~~	%

Gross profit was $6.6 million for the thirteen weeks ended October 29, 2022, as compared to $8.0 million for the comparable prior year period. The decrease in gross profit was primarily attributable to a reduction in net revenue on the Amazon US Platform and a decrease in merchandise margin. Gross profit as a percentage of net revenue for the thirteen weeks ended October 29, 2022 was 22.6% as compared to 24.9% for the thirteen weeks ended October 30, 2021. Merchandise margin for the thirteen-week period ending October 29, 2022 was 43.5% as compared to 45.5% for the comparable prior year period.

Gross profit for the thirty-nine weeks ended October 29, 2022 was $20.2 million, or 21.3% of net revenue, as compared to $26.6 million, or 24.7% of net revenue for the comparable prior year period as increased net revenue was offset by higher warehousing and freight expenses.

SG&A Expenses. The following table sets forth a period over period comparison of the Company’s SG&A expenses:

	Thirteen Weeks Ended						Change					Thirty-Nine Weeks Ended						Change
	Thirteen weeks ended						Change
(amounts in thousands)	October 29, 2022			October 30, 2021			$			%		October 29, 2022			October 30, 2021			$			%
	April 29, 2023				April 30, 2023		$			%
Selling expenses	$	4,~~206~~631		$	4,~~580~~601		$	~~(374~~30	)	-80.27	%	$	~~13,683~~		$	~~15,571~~		$	~~(1,888~~	)	~~-12.1~~	%
General and administrative expenses		54,~~049~~078			5,~~438~~916			(~~389~~1,838	)	-731.21	%		~~16,292~~			~~15,315~~			~~977~~		~~6.4~~	%
Total SG&A expenses	$	9,255		$	10,018		$	(763	)	-7.6	%	$	29,975		$	30,886		$	(911	)	-2.9	%
SG&A Expenses	$	8,709		$	10,517		$	(1,808	)	-17.2	%
As a % of total revenue		3127.84	%		3133.1	%							~~31.6~~	%		~~28.7~~	%

~~For the thirteen weeks ended October 29, 2022,~~ SG&A expenses ~~were~~decreased $91.38 million asor ~~compared to $10~~17.02%. ~~million~~The ~~for~~decrease ~~the~~in ~~prior~~SG&A ~~year~~expenses ~~period.~~was ~~Selling~~due ~~expenses~~to ~~decreased~~a $01.48 million ~~for~~decline ~~the~~in ~~thirteen~~general ~~weeks~~and ~~ended~~administrative ~~October 29,~~expenses. ~~2022~~The asdecrease ~~compared~~in togeneral ~~the prior year period. General~~ and administrative expenses ~~decreased~~is due ~~$0.4~~to ~~million~~decreased ~~for~~wages, ~~the~~professional ~~thirteen~~and ~~weeks~~software ~~ended~~fees ~~October~~and ~~29,~~marketing ~~2022~~expenses.

Consolidated depreciation and amortization expense for the thirteen weeks ended April 29, 2023 was $0.2 million as compared to $0.3 million for the comparable prior year period.

Interest Expense. Interest expense was $0.9 million for the thirteen weeks ended April 29, 2023 compared to $0.8 million for the thirteen weeks ended April 30, 2022. The increase in interest expense was due to increased long-term borrowings. See Note 6 to the Condensed Consolidated Financial Statements for further detail on the Company’s debt.

Income Tax Expense. Based on available objective evidence, management concluded that a full valuation allowance should be recorded against the Company’s deferred tax assets As a result, there were insignificant tax expense amounts recorded during the thirteen weeks ended April 29, 2023 and April 30, 2022.

Index

~~Consolidated~~Net ~~depreciation~~Loss. ~~and~~The ~~amortization~~net ~~expense~~loss for the thirteen weeks ended ~~October~~April 29, ~~2022~~2023 was $02.42 million as compared to $04.63 million for the comparable prior year period.

For the thirty-nine weeks ended October 29, 2022, SG&A were $30.0 million as compared to $30.9 million for the comparable prior year period. Selling expenses decreased $1.9 million for the thirty-nine weeks ended October 29, 2022. General and administrative expenses increased $1.0 million for the thirty-nine weeks ended October 30, 2021.

Consolidated depreciation and amortization expense for the thirty-nine weeks ended October 30, 2021 was $1.0 million as compared to $1.8 million for the comparable prior year period.

Interest Expense. Interest expense was $0.9 million for the thirteen weeks ended October 29, 2022 compared to $0.4 million for the thirteen weeks ended October 30, 2021. The increase in interest expense was due to increased short and long-term borrowings.

Interest expense was $2.5 million for the thirty-nine weeks ended October 29, 2022 compared to $1.5 million for the thirty-nine weeks ended October 30, 2021. The increase in interest expense was due to increased short and long-term borrowings. See Note 7 to the Condensed Consolidated Financial Statements for further detail on the Company’s debt.

Income Tax Expense. Based on available objective evidence, management concluded that a full valuation allowance should be recorded against the Company's deferred tax assets As a result, there were insignificant tax expense amounts recorded during the thirteen weeks ended October 29, 2022 and October 30, 2021.

Net Loss. The net loss for the thirteen weeks ended October 29, 2022 was $3.6 million as compared to a net loss of $0.9 million for the comparable prior year period.

LIQUIDITY

Liquidity and Cash Flows:

The Company’s primary sources of liquidity are its borrowing capacity under its Credit Facility, available cash and cash equivalents, and to a lesser extent, cash generated from operations. Our cash requirements relate primarily to working ~~capital~~ capital needed to operate Kaspien, including funding operating expenses, the purchase of inventory and capital expenditures. Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; and successful implementation of our strategy and planned activities~~; and our ability to overcome the impact of the COVID-19 pandemic~~.

The Company incurred a net loss of $122.40 million and $24.24 million for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022, respectively. The ~~increase~~decrease in the net loss was primarily attributable to aan ~~decrease~~increase in sales and gross margin and a reduction in selling, general and administrative expenses. In addition, the Company has an accumulated deficit of $~~133~~142.31 million as of ~~October~~April 29, ~~2022~~2023 and net cash used in operating activities for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 29, ~~2022~~2023 was $120.2 8 million. Net cash used in operating activities for the ~~thirty-nine~~thirteen weeks ended ~~October~~April 30, ~~2021~~2022 was $105.08 million.

As disclosed in the Company'’s Annual Report on Form 10-K filed April 2928, ~~2022~~2023, the Company experienced negative cash flows from operations during fiscal ~~2021~~2022 and ~~2020~~2021 and we expect to incur net losses in fiscal ~~2022~~2023.

Our ability to achieve profitability and meet future liquidity needs and capital requirements will depend upon numerous factors, including the timing and amount of our revenue; the timing and amount of our operating expenses; the timing and costs of working capital needs; and successful implementation of our strategy and planned activities. There can be no assurance that we will be successful in further implementing our business strategy or that the strategy, including the completed initiatives, will be successful in sustaining acceptable levels of sales growth and profitability. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The unaudited condensed consolidated financial statements for the thirteen weeks ended April 29, 2023 were prepared pursuant to the rules and regulations of the Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal, recurring adjustments which, in the opinion of management, are necessary for the fair presentation of such financial statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The ability of the Company to meet its liabilities and to continue as a going concern is dependent on improved profitability, the strategic initiatives for Kaspien and the availability of future funding. Based on recurring losses from operations, negative cash flows from operations, the expectation of continuing operating losses for the foreseeable future, and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Index

~~Our~~As ~~ability~~of toApril ~~achieve~~29, ~~profitability and meet future liquidity needs and capital requirements will depend upon numerous factors~~2023, ~~including~~we ~~the~~had ~~timing~~cash and ~~amount~~cash ofequivalents ~~our revenue; the timing and amount~~ of ~~our~~$0.5 ~~operating expenses;~~million, ~~the~~net ~~timing and costs of~~ working capital ~~needs; successful implementation~~ of ~~our~~$10.8 ~~strategy~~million, and ~~planned activities; and our ability to overcome the impact of the COVID-19 pandemic~~$9.3 ~~There can be no assurance that we will be successful~~ in ~~further~~ ~~implementing~~borrowings on our ~~business~~revolving ~~strategy~~credit ~~or that the strategy~~facility, ~~including~~as ~~the~~further ~~completed~~discussed ~~initiatives, will be successful in sustaining acceptable levels of sales growth and profitability~~below. ~~The condensed consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.~~

~~The~~As ~~unaudited condensed consolidated financial statements for the thirteen weeks ended October 29, 2022 were prepared pursuant to the rules and regulations~~ of ~~the~~January ~~Securities and Exchange Commission. The information furnished in these unaudited condensed consolidated financial statements reflects all normal~~28, ~~recurring adjustments which~~2023, in the ~~opinion~~Company ofhad ~~management,~~borrowings ~~are necessary for the fair presentation~~ of ~~such financial statements~~$8.8 ~~The~~million ~~preparation~~under ~~of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~Credit ~~States~~Facility. ofAs ~~America requires management to make estimates and assumptions that affect the reported amounts~~ of ~~assets~~April ~~and~~29, ~~liabilities~~2023 and ~~disclosure~~April of30, ~~contingent~~2022, ~~assets and liabilities at~~ the ~~date~~ ofCompany ~~the~~had ~~financial~~no ~~statements,~~outstanding ~~and~~letters ~~the reported amounts~~ of ~~revenues and expenses during the reporting period~~credit. ~~Actual results could differ from those estimates.~~ The ~~ability of the~~ Company tohad ~~meet~~$3.3 ~~its~~million ~~liabilities~~ and to$1.6 ~~continue~~million asavailable ~~a going concern~~for is borrowing ~~dependent~~under ~~on improved profitability,~~ the ~~strategic~~Credit ~~initiatives~~Facility ~~for~~as ~~Kaspien and the availability~~ of ~~future~~April ~~funding. Based on recurring losses from operations~~29, ~~negative~~2023 ~~cash~~and ~~flows~~April ~~from operations~~30, ~~the expectation of continuing operating losses for the foreseeable future~~2022, ~~and uncertainty with respect to any available future funding, the Company has concluded that there is substantial doubt about the Company’s ability to continue as a going concern~~respectively. ~~The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

AsThe offollowing ~~January~~table ~~29,~~sets ~~2022,~~forth ~~the~~a ~~Company~~summary ~~had borrowings~~ of ~~$10.0~~key ~~million~~components ~~under the Credit Facility. As~~ of ~~October~~cash ~~29,~~flow ~~2022~~ and ~~October~~working 30, 2021, the Company had no outstanding letters of credit. The Company had $5.2 million and $10.9 million available for borrowing under the Credit Facility as of October 29, 2022 and October 30, 2021, respectively.capital:

	As of or for the Thirteen Weeks Ended						Change
(amounts in thousands)	April 29, 2023			April 30, 2022			$
Operating Cash Flows	$	(763	)	$	(5,820	)	$	5,057
Investing Cash Flows		(103	)		(399	)		296
Financing Cash Flows		482			5,542			(5,060	)

Capital Expenditures⁽¹⁾		(103	)		(399	)		296

Cash, Cash Equivalents, and Restricted Cash⁽²⁾		3,243			4,146			(903	)
Merchandise Inventory		28,929			32,254			(3,325	)

⁽¹⁾Included in Investing Cash Flows

⁽²⁾Cash and cash equivalents per condensed consolidated balance sheets	$	514		$	828
Add: restricted cash		2,729			3,318
Cash, cash equivalents, and restricted cash	$	3,243		$	4,146

OnCash ~~July~~used ~~12,~~in ~~2022,~~operations ~~the~~was ~~Company~~$0.8 ~~entered~~million ~~into~~primarily adue ~~Securities~~to ~~Purchase~~net ~~Agreement~~loss ~~(the “PIPE Purchase Agreement”) with a single institutional investor for a private placement offering (“Private Placement”)~~ of the Company’s common stock (the “Common Stock”) or pre-funded warrants, with each pre-funded warrant exercisable for one share of Common Stock (the “Pre-Funded Warrants”), and warrants exercisable for one share of Common Stock (the “Investor Warrants”)$2.2 ~~Pursuant to the PIPE Purchase Agreement~~million, ~~the Company has agreed to issue~~ and ~~sell~~a $1~~,818,182~~.0 ~~shares~~million ~~(the~~increase ~~“Shares”) of its Common Stock or Pre-Funded Warrants~~ in ~~lieu~~inventory ~~thereof~~partially ~~together~~offset ~~with~~by ~~Investor~~a ~~Warrants to purchase up to~~ $2~~,457,160 shares of Common Stock~~.0 ~~Each~~million ~~share~~increase ofin ~~Common Stock~~accounts ~~and accompanying Investor Warrant will be sold together at a combined offering price of $3~~payable.~~30 per share.~~

Cash used by investing activities was $0.1 million for the thirteen weeks ended April 29, 2023, which consisted entirely of capital expenditures. Cash used by investing activities was $0.4 million for the thirteen weeks ended April 30, 2022, which consisted entirely of capital expenditures.

Cash provided by financing activities was $0.5 million for the thirteen weeks ended April 29, 2023. The primary source of cash was $0.5 million proceeds from short term borrowings.

Cash provided by financing activities was $5.5 million for the thirteen weeks ended April 30, 2022. The primary source of cash was $5.0 million raised from the issuance of subordinated debt.

Capital Expenditures. During the thirteen weeks ended April 29, 2023, the Company made capital expenditures of $0.1 million. The Company currently plans to spend approximately $0.5 million for capital expenditures during fiscal 2023.

Index

The Private Placement closed on July 14, 2022. The gross proceeds to the Company from the Private Placement, after deducting placement agent fees and other estimated offering expenses payable by the Company, were approximately $7.1 million. The Company intends to use the net proceeds from the private placement for working capital and other general corporate purposes.

Index

The following table sets forth a summary of key components of cash flow and working capital:

			As of or for the Thirty-nine Weeks Ended						Change
	(amounts in thousands)		October 29, 2022			October 30, 2021			$
	Operating Cash Flows		$	(12,193	)	$	(9,990	)	$	(2,203	)
	Investing Cash Flows			(766	)		(1,046	)		280
	Financing Cash Flows			11,666			10,125			1,541
	Capital Expenditures(1)			(766	)		(1,046	)		280
	Cash, Cash Equivalents, and Restricted Cash	(2)		3,528			5,644			(2,116	)
	Merchandise Inventory (2)			37,353			30,248			7,105
(1)	Included in Investing Cash Flows
(2)	Cash and cash equivalents per condensed consolidated balance sheets		$	769		$	1,754		$	(985	)
	Add: restricted cash			2,759			3,890			(1,131	)
	Cash, cash equivalents, and restricted cash		$	3,528		$	5,644		$	(2,116	)

Cash used in operations was $12.2 million for the thirty-nine weeks ended October 29, 2022, primarily due to net loss of $12.4 million, an increase of $8.1 million in inventory, a decrease of $1.0 million in other long-term liabilities, net of a $6.4 million increase in accounts payable.

Cash used by investing activities was $0.8 million and $1.1 million for the thirty-nine weeks periods ended October 29, 2022 and October 30, 2021, which consisted entirely of capital expenditures.

Cash provided by financing activities was $11.7 million for the thirty-nine weeks ended October 29, 2022. The primary source of cash was $5.0 million raised from the issuance of subordinated debt and $7.1 million from the Private Placement offering partially offset by the payment of short-term borrowings of $0.5 million.

Cash provided by financing activities was $10.1 million for the thirty-nine weeks ended October 30, 2021. The primary source of cash was an underwritten offering of 416,600 shares of common stock of the Company, at a price to the public of $32.50 per share. The net proceeds of the offering were approximately $12.2 million. The Company used $6.3 million of the proceeds to pay down its Credit Facility.

Capital Expenditures. During the thirteen weeks ended October 29, 2022, the Company made capital expenditures of $0.8 million. The Company currently plans to spend approximately $1.0 million for capital expenditures during fiscal 2022.

Index

CRITICAL ACCOUNTING ESTIMATES

The preparation of financial statements and related disclosures in conformity with accounting principles generally accepted in the United States requires that management apply accounting policies and make estimates and assumptions that affect results of operations and the reported amounts of assets and liabilities in the financial statements. Management continually evaluates its estimates and judgments including those related to merchandise inventory and return costs and income taxes. Management bases its estimates and judgments on historical experience and other factors that are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the Form 10-K as of and for the year ended January 2928, ~~2022~~2023 includes a summary of the critical accounting policies and methods used by the Company in the preparation of its interim condensed consolidated financial statements. The Company’s significant accounting policies are the same as those described in Note 1 to the Company’s Consolidated Financial Statements on Form 10-K for the fiscal year ended January 2928, ~~2022~~2023.

Recent Accounting Pronouncements:

The information set forth under Note 2, Recently Adopted Accounting Pronouncements section contained in Item 1, “Notes to Interim Condensed Consolidated Financial Statements”, is incorporated herein by reference.

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Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

PART I – FINANCIAL INFORMATION

Item 3 -– Quantitative and Qualitative Disclosures about Market Risk

Not required under the requirements of a Smaller Reporting Company.

Item 4 – Controls and Procedures

(a) Evaluation of disclosure controls and procedures. The Company’s Principal Executive Officer and Chief Financial Officer, after evaluating the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of ~~October~~ April 29, ~~2022~~2023, have concluded that as of such date the Company’s disclosure controls and procedures were not effective and designed to ensure that (i) information required to be disclosed by the issuer in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and (ii) information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal controls. There have been no changes in the Company’s internal controls over financial reporting that occurred during the fiscal quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

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Index

KASPIEN HOLDINGS INC. AND SUBSIDIARIES

PART II - OTHER INFORMATION

Item 1 – Legal Proceedings

Retailer Agreement Dispute

On June 18, 2021, Vijuve Inc. filed a lawsuit against Kaspien Inc. in the United States District Court for the Eastern District of Washington (Case No. 2:21-cv-00192-SAB) concerning a Retailer Agreement that the parties entered into in September of 2020. Vijuve manufactures skin care products and face massagers. The parties agreed that Kaspien would sell Vijuve’s products on Amazon. The complaint alleged that Kaspien breached the Retailer Agreement when it it declined to acquiesce to Vijuve’s demand that Kaspien purchase over $700,000 of products. In total, Vijuve isappears to be seeking more than $~~774~~1,000,000 in damages. Kaspien denies that it breached the agreement. and denies that it has any liability to Vijuve. Moreover, on July 19, 2021, Kaspien filed counterclaims and alleged that Vijuve breached the contract, including by refusing to buy back inventory from Kaspien upon termination of the Retailer Agreement. On ~~Kaspien~~July ~~subsequently~~18, 2022, Kaspien filed additional counterclaims against Vijuve for fraud and negligent misrepresentation. Kaspien is seeking at least $229,000 from Vijuve. for breach of contract and/or specific performance, as well as fraud and negligent misrepresentation. A trial on all of the parties’ claims is scheduled for September 18, 2023. ~~There is no determination of outcome, thus no contingencies are recognized as of the reporting date.~~

On February 17, 2022, CA Washington, LLC (“CA”) filed a lawsuit against Kaspien, Inc. in Wake County, North Carolina Superior Court (court file 22 CVS 2051). CA claims that Kaspien, Inc. breached the contract ~~between~~ between the parties by using CA’s technology platform to facilitate sales by third parties and by using CA’s technology to develop a competing platform. The lawsuit also includes an alternative claim for unjust enrichment and a claim for breach of ~~North~~ North Carolina’s Unfair and Deceptive Trade Practices Act. CA seeks an unspecified amount of damages. Kaspien removed the lawsuit to federal court in the Eastern District of North Carolina (case number 5:22-cv-00111), filed an Answer denying CA’s claims, and asserted a counterclaim against CA for breach of contract and breach of the covenant of good faith and fair dealing. ~~There~~The isparties noreached ~~determination~~a ofsettlement ~~outcome,~~agreement ~~thus~~that noresolved ~~contingencies~~the ~~are~~dispute ~~recognized~~without asany offinancial ~~the~~implications ~~reporting~~to ~~date~~the Company.

Item 1A – Risk Factors

Risks relating to the Company’s business and Common Stock are described in detail in Item 1A of the Company’s most recently filed Annual Report on Form 10-K for the fiscal year ended January 2928, ~~2022~~2023.

Item 2 – Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3 – Defaults Upon Senior Securities

None.

Item 4 – Mine Safety Disclosure

Not Applicable.

Index

Item 5 – Other Information

None.

Index

Item 6 - Exhibits

(A) Exhibits -

Exhibit No.	~~Description~~	Description
31.1	Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
10.1		Amendment No. 5 to Loan and Security Agreement
31.2	Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.1		Chief Executive Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32	Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
31.2		Chief Financial Officer certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document (furnished herewith)
32		Certification pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.SCH	XBRL Taxonomy Extension Schema (furnished herewith)
101.INS		XBRL Instance Document (furnished herewith)
101.CAL	XBRL Taxonomy Extension Calculation Linkbase (furnished herewith)
101.SCH		XBRL Taxonomy Extension Schema (furnished herewith)
101.DEF	XBRL Taxonomy Extension Definition Linkbase (furnished herewith)
101.CAL		XBRL Taxonomy Extension Calculation Linkbase (furnished herewith)
101.LAB	XBRL Taxonomy Extension Label Linkbase (furnished herewith)
101.DEF		XBRL Taxonomy Extension Definition Linkbase (furnished herewith)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase (furnished herewith)
101.LAB		XBRL Taxonomy Extension Label Linkbase (furnished herewith)
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
101.PRE		XBRL Taxonomy Extension Presentation Linkbase (furnished herewith)
104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

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SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KASPIEN HOLDINGS INC.
December 13, 2022	By: /s/ Brock Kowalchuk
June 13, 2023	By: /s/ Brock Kowalchuk
	Brock Kowalchuk
	Principal Executive Officer
	(Principal Executive Officer)
June 13, 2023	By: /s/ Edwin Sapienza
	Edwin Sapienza
	Chief Financial Officer
	(Principal and Chief Accounting Officer)

December 13, 2022	By: /s/ Edwin Sapienza
	Edwin Sapienza
	Chief Financial Officer
	(Principal and Chief Accounting Officer)

Filing Compare · Kaspien Holdings Inc.