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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 19, 2023

 

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

(Nasdaq Capital Market)

 

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 5.07 Submission of Matters to a Vote of Security Holders.

 

On June 19, 2023, Kidpik Corp. (the “Company”, “we” and “us”) held our 2023 Annual Meeting of Stockholders via live audio webcast (the “Meeting”). At the Meeting, an aggregate of 5,814,527 shares of common stock, or 75.63% of our 7,688,194 total outstanding shares of common stock as of April 24, 2023, the record date for the Meeting, were present at (including via proxy) or were voted at the Meeting, constituting a quorum.

 

The following three proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”)), with the results of such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should be read in connection with the Proxy Statement.

 

Proposal 1   Votes For   Votes Withheld   Abstentions   Broker Non-Votes 
Election of Class II Director                    
Ezra Dabah   4,731,483    0    42,593    1,040,451 
Jill Kronenberg   4,742,368    0    31,708    1,040,451 

 

Proposal 2  Votes For   Votes Against   Abstentions   Broker Non-Votes 
Ratification of the appointment of CohnReznick LLP, as the Company’s independent registered public accounting firm for the year ended December 30, 2023   5,594,889    216,354    2,654    630 

 

Proposal 3  Votes For   Votes Against   Abstentions   Broker Non-Votes 
The approval of an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024.   5,377,850    432,963    3,713           1 

 

As a result of the above voting, Mr. Ezra Dabah and Ms. Jill Kronenberg were appointed as a Class II directors of the Company by a plurality of the votes cast (there was no solicitation in opposition to management’s nominees as listed in the proxy statement), to serve a three year term, expiring at the 2026 Annual Meeting, and until their respective successor(s) is elected and qualified, or until their earlier resignation or removal; proposal 2, which required the affirmative vote of a majority of the shares present in person or represented by proxy at the Meeting and entitled to vote, was validly approved by the Company’s stockholders; and proposal 3, which required the affirmative vote of a majority of the shares eligible to be voted at the Meeting, was validly approved by the Company’s stockholders.

 

The Board of Directors has not yet determined whether or not to affect a reverse stock split of the Company’s outstanding common stock. If in the future it determines to affect a reverse stock split, the Company plans to publicly disclose the timing and ratio of such split, prior to its effectiveness.

 

 

 

 

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: June 20, 2023

 

  Kidpik Corp.
     
  By: /s/ Ezra Dabah
  Name: Ezra Dabah
  Title: Chief Executive Officer