UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~October 32, 2024

Kidpik Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41032

81-3640708

(State or other jurisdiction

of incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

200 Park Avenue South, 3rd Floor

New York, New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 399-2323

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐☒ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 par value per share		PIK		The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

OnAs ~~September~~previously 3disclosed, ~~2024,~~on ~~Ezra~~April ~~Dabah~~16, 2024, the ~~Chief~~Listing ~~Executive~~Qualifications ~~Officer~~department ~~and~~(the ~~Chairman~~“Staff”) of ~~Kidpik~~The ~~Corp.,~~Nasdaq aStock ~~Delaware~~Market LLC ~~corporation~~ (“~~Kidpik~~Nasdaq”)~~, entered~~ ~~into~~notified aKidpik ~~Voting~~Corp. ~~Agreement, effective as of the same date~~ (the “~~Voting Agreement~~Company”), ~~with~~“we” ~~Ezra~~and ~~Dabah’s children,~~“us”) ~~Moshe~~that ~~Dabah, who is also~~ our ~~Vice~~stockholders’ ~~President,~~equity ~~Chief~~as ~~Operating~~reported ~~Officer~~in ~~and~~our ~~Chief~~Annual ~~Technology~~Report ~~Officer~~on ~~(who~~Form ~~holds~~10-K ~~36,852~~for ~~shares~~the ofperiod ~~outstanding common~~ending ~~stock),~~December ~~Eva Yagoda (who holds 13~~30,~~420~~ ~~shares~~2023 ~~of common stock), Joia Kazam~~ (~~who~~the ~~holds 13,420 shares of common stock), Chana Rapaport~~“Form ~~(who holds 13,420 shares of common stock~~10-K”) ~~and Yaacov Dabah (who holds 19~~,~~325~~ ~~shares~~did ofnot ~~common~~meet ~~stock); and certain trusts in~~ the ~~names of~~minimum ~~Mr. Dabah~~stockholders’s ~~children,~~equity ~~the~~requirement ~~u/a/d~~for ~~02/02/1997,~~continued ~~Trust~~listing ~~FBO~~on ~~Eva Dabah;~~ the ~~u/a/d~~Nasdaq ~~02/02/1997,~~Capital ~~Trust FBO Joia Kazam; the u/a/d 02/02/1997,~~Market. ~~Trust~~Nasdaq ~~FBO~~Listing ~~Moshe~~Rule ~~Dabah;~~5550(b) ~~the~~requires ~~u/a/d~~companies ~~02/02/1997,~~listed ~~Trust~~on ~~FBO Chana Dabah; and~~ the ~~u/a/d~~Nasdaq ~~02/02/1997,~~Capital ~~Trust~~Market ~~FBO~~to ~~Yaacov~~maintain ~~Dabah~~stockholders’ ~~(which~~equity ~~in aggregate hold 301,682 shares~~ of ~~common~~at ~~stock)~~least $2,500,000 ~~and which are beneficially owned by Mr. Dabah’s wife and mother-in-law~~ (~~each~~the a “~~Stockholder~~Equity Rule”). ~~Pursuant~~ toIn the ~~Voting~~Company’s ~~Agreement~~Form 10-K, ~~each~~the ~~Stockholder~~Company ~~party~~reported ~~thereto~~stockholders’ ~~provided complete authority to Ezra Dabah to vote the shares~~ equity of ~~common stock held by such Stockholder~~$1,036,834, ~~and~~which ~~any~~is ~~future~~below ~~voting~~the ~~shares~~minimum ~~obtained~~stockholders’ byequity ~~such~~required ~~Stockholder,~~for atcontinued ~~any~~listing ~~and~~pursuant ~~all~~to ~~meetings~~Nasdaq ofListing ~~stockholders~~Rule ~~of the Company and via any written consents~~5550(b).

~~The~~Nasdaq ~~Voting~~gave ~~Agreement~~the ~~replaced~~Company until May 31, 2024 to submit to Nasdaq a ~~prior~~plan ~~Voting~~to ~~Agreement~~regain compliance, which ~~expired~~plan onwas ~~August~~timely 31submitted. The plan discussed our expectation to regain compliance with the Equity Rule upon the closing of our previously announced March 29, 2024, Agreement and Plan of Merger and Reorganization (the “Merger Agreement”) entered into between the Company, Nina Footwear Corp., a Delaware corporation (“Nina Footwear”), and Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of the Company (“Merger Sub”), pursuant to ~~its~~which, upon the terms, ~~which~~and ~~was~~subject ~~between~~to ~~each~~the satisfaction of the ~~parties~~conditions described toin the ~~Voting~~Merger Agreement, ~~and~~Merger ~~Ezra~~Sub ~~Dabah’s~~will ~~sister~~be ~~and~~merged ~~brother,~~with and ~~provided~~into ~~Ezra~~Nina ~~Dabah~~Footwear, ~~similar~~with ~~voting~~Nina ~~rights~~Footwear tosurviving ~~each~~as a wholly-owned subsidiary of Kidpik (the ~~voting~~“Merger”). ~~shares~~At ~~held~~the bytime ~~each~~of the filing of the ~~other~~plan ~~parties~~of ~~thereto~~compliance, the Company also advised Nasdaq that it was the Company’s expectation to regain compliance with the Equity Rule by October 14, 2024 (180 days after the date ~~“Prior~~from ~~Voting~~the ~~Agreement”~~original deficiency notification, which is the maximum amount of time the Staff can provide, in its discretion, for an issuer to regain compliance with the Equity Rule).

~~The~~Due ~~Voting~~to ~~Agreement~~unforeseen ~~has~~delays ain ~~term~~completing ~~through~~the ~~December~~required ~~31,~~Nina ~~2027,~~Footwear ~~but~~financial ~~can~~statements beand ~~terminated~~pro atforma ~~any~~information, ~~time~~we byhave ~~Mr.~~unfortunately ~~Dabah~~been delayed ~~and~~in ~~terminates~~filing ~~automatically upon~~ the ~~death~~required ofproxy ~~Mr.~~statement ~~Dabah,~~necessary as to ~~any~~seek ~~specific Stockholder, when such~~ stockholder noapproval ~~longer~~for ~~holds any voting shares, and to any individual Stockholder,~~ the ~~date~~issuance ~~that Mr. Dabah has released such Stockholder from the terms~~ of ~~the~~common ~~Voting~~stock ~~Agreement~~ in ~~writing. In~~ connection ~~with~~ ~~their~~with ~~entry into~~ the ~~Voting Agreement~~Merger, ~~each~~and oftherefore ~~the~~have ~~Stockholders~~been ~~provided~~delayed ~~Mr.~~in ~~Dabah~~completing ~~an irrevocable voting proxy to vote~~ the ~~shares covered by the Voting Agreement~~Merger.

As a result, ofon ~~the~~October ~~Voting~~2, ~~Agreement~~2024, ~~Mr.~~the ~~Dabah~~Company ~~beneficially~~received ~~owns~~a ~~approximately~~delist ~~59.4%~~determination ofletter from the Staff advising the Company’s ~~outstanding~~that ~~voting~~as ~~stock.~~a ~~Prior~~result of our failure to file the ~~expiration~~proxy ofstatement, and because Nasdaq has determined that it would not be possible for the ~~Prior~~Merger ~~Voting~~to ~~Agreement,~~close ~~Mr.~~before October ~~Dabah~~14, ~~beneficially~~2024, ~~owned~~the ~~approximately~~Staff ~~66.6%~~has ofdetermined that the Company’s ~~voting~~did ~~stock, and~~not ~~between~~provide ~~September~~a 1,definitive ~~2024~~plan ~~and~~evidencing ~~September~~its 3,ability ~~2024,~~to ~~Mr.~~achieve ~~Dabah~~compliance with ~~beneficially~~the ~~owned~~continued ~~approximately~~listing ~~39.0%~~requirements ofand to deny the Company’s ~~outstanding voting~~request ~~stock~~for continued listing on The Nasdaq Capital Market.

~~The~~As a result, unless the Company isrequests aan ~~party~~appeal toof the ~~Voting~~Staff’s ~~Agreement~~determination, ~~solely~~trading toof ~~assist~~the inCompany’s common stock will be suspended at the ~~enforcement~~opening of ~~its~~business ~~terms~~on October 11, 2024, and a Form 25-NSE will be filed with the SEC, which will remove the Company’s common stock from listing and registration on The Nasdaq Stock Market.

The ~~foregoing~~Company ~~description~~submitted ofa ~~the~~hearing ~~Voting~~request ~~Agreement does not purport~~ to bethe ~~complete~~Nasdaq ~~and~~Hearings isPanel ~~qualified~~(the in“Panel”), ~~its~~which ~~entirety~~request byis ~~reference~~expected to ~~the~~stay ~~full text~~any ofdelisting ~~such~~action ~~Voting~~by ~~Agreement,~~the aStaff ~~copy~~at ofleast ~~which~~until isthe ~~filed~~hearing ~~herewith~~process ~~as Exhibit~~concludes ~~10.1~~ and ~~incorporated~~any extension granted by ~~reference~~the ~~herein~~Panel ~~in its entirety~~expires.

~~Item~~At 9the Panel hearing, the Company intends to present a plan to regain compliance with the minimum stockholders’ equity requirement, which is expected to be based around the closing of the planned Merger.01 ~~Financial~~In ~~Statements~~the ~~and~~interim, ~~Exhibits~~the Company’s common stock will continue to trade on Nasdaq under the symbol “PIK” at least pending the ultimate conclusion of the hearing process.

~~(d)~~There ~~Exhibits~~can be no assurance that the Company’s plan will be accepted by the Panel or that, if it is, the Company will be able to regain compliance with the applicable Nasdaq listing requirements. If the Company’s common stock is delisted, it could be more difficult to buy or sell the Company’s common stock or to obtain accurate quotations, and the price of the Company’s common stock could suffer a material decline. Delisting could also impair the Company’s ability to raise capital and/or trigger defaults and penalties under outstanding agreements or securities of the Company.

Exhibit No.		Description
10.1*		Voting Agreement effective September 3, 2024, by and among Ezra Dabah, and each of Eva Yagoda, Joia Kazam, Moshe Dabah, Chana Rapaport, Yaacov Dabah, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997, Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The Company remains committed to completing the Merger and hopes to file the preliminary proxy statement in connection therewith in the upcoming week, subject to finalization of Nina Footwear’s audited and interim financial statements, and completion of the draft of the preliminary proxy statement. However, there can be no assurance that the Company will be able to timely file such proxy statement, that the Securities and Exchange Commission will not have comments or questions thereon, and/or that the Company will be able to complete the transactions necessary to regain compliance with the Rule, including the Merger.

*Forward-Looking ~~Filed herewith.~~Statements

This current report contains “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements can be identified by words such as “projects,” “may,” “will,” “could,” “would,” “should,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “potential,” “promise” or similar references to future periods. Examples of forward-looking statements in this current report include, without limitation, statements regarding the Company’s intent or ability to regain compliance with the minimum stockholders’ equity requirement, the Company’s intention to appeal the Staff’s determination, the Company’s expectation that a request for a Panel hearing would stay delisting of its common stock pending the conclusion of the hearing process, the timing of any hearing before the Panel, the outcome of the Panel’s review of any Company appeal of the Staff’s determination, any courses of action to regain compliance with the Nasdaq Capital Market’s continued listing requirements, the Company’s ability to timely file the proxy statement, if at all, the timing to respond to, and the ability of the Company to respond to, potential comments from the Securities and Exchange Commission (SEC) on such proxy statement, delays associated with responding to SEC comments and/or the need to update financial statements of the Company and Nina Footwear which may become stale in the interim, the ability of the Company to obtain stockholder approval for the issuance of common stock in connection with the Merger and the Company’s ability to close the Merger in the timeframe, and on the terms, previously disclosed, if at all. Forward-looking statements are statements that are not historical facts, nor assurances of future performance. Instead, they are based on the Company’s current beliefs, expectations and assumptions regarding the future of its business, future plans, strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent risks and uncertainties, and actual results may differ materially from those set forth in the forward-looking statements. Important factors that could cause actual results to differ include, without limitation, that there can be no assurance that the Company will meet the stockholders’ equity requirement during any compliance period or otherwise in the future, otherwise meet Nasdaq’s compliance standards, that Nasdaq will grant the Company any relief from delisting as necessary or whether the Company can ultimately meet applicable Nasdaq requirements for any such relief, and the other important factors described under the caption “Risk Factors” in (a) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2024, filed with the Securities and Exchange Commission (the “SEC”) on August 19, 2024, and (b) the Company’s Annual Report on Form 10-K for the year ended December 30, 2024, filed with the SEC on April 10, 2024, and its other filings with the SEC. Any forward-looking statement made by the Company in this current report is based only on information currently available and speaks only as of the date on which it is made. Except as required by applicable law, the Company expressly disclaims any obligation to publicly update any forward-looking statements, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

SIGNATURES

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

Dated: ~~September~~October 98, 2024

	Kidpik Corp.

	By:	/s/ Ezra Dabah
	Name:	Ezra Dabah
	Title:	Chief Executive Officer

Filing Compare · KIDPIK CORP.