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2024-03-04
2024-03-04
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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): March 4, 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
3.03 Material Modification to Rights of Security Holders
The
information set forth in Item 5.03 is hereby incorporated into this Item 3.03 by reference.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Reverse
Stock Split
As
discussed in greater detail in Item 5.07 of the Current Report on Form 8-K filed by Kidpik Corp. (the “Company,”
“we,” “our,” or “us”) with the Securities and Exchange Commission on June 20,
2023, on June 19, 2023, at the Company’s 2023 Annual Meeting of the Stockholders (the “Annual Meeting”), of
the Company, the stockholders of the Company approved an amendment to the Company’s 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-four 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 (the “Stockholder Authority”).
On
February 20, 2024, the Company’s Board of Directors (the “Board”), with the Stockholder Authority, approved
an amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a
ratio of 1-for-5 (the “Reverse Stock Split”). The Reverse Stock Split is more fully described in the Company’s
definitive proxy statement, which was filed with the Securities and Exchange Commission (the “Commission”) on May
1, 2023.
On
March 4, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the “Certificate
of Amendment”) with the Secretary of State of the State of Delaware to affect the Reverse Stock Split. A copy of the Certificate
of Amendment is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Pursuant
to the Certificate of Amendment, the Reverse Stock Split was effective on March 7, 2024 at 12:01 a.m. Eastern Time (the “Effective
Time”). The shares of the Company’s common stock are expected to begin trading on the NASDAQ Capital Market (“NASDAQ”)
on a post-split basis on March 7, 2024, with new CUSIP number: 49382L207. No change was made to the trading symbol for the Company’s
shares of common stock, “PIK”, in connection with the Reverse Stock Split.
At
the Effective Time, every five (5) shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding
common stock, and the total outstanding shares of common stock were reduced from approximately 9.5 million to approximately 1.9 million
(based on the number of issued and outstanding shares as of the date of this Report), without giving effect to any rounding up of fractional
shares. The Company’s transfer agent, ClearTrust, LLC (“Clear Trust”), will serve as exchange agent for the
Reverse Stock Split and will provide instructions to stockholders of record regarding the Reverse Stock Split, to the extent applicable.
Because
the Certificate of Amendment did not reduce the number of authorized shares of our common stock, the effect of the Reverse Stock Split
was to increase the number of shares of our common stock available for issuance relative to the number of shares issued and outstanding.
The Reverse Stock Split did not alter the par value of our common stock or modify any voting rights or other terms of our common stock.
No
fractional shares will be issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to
receive fractional shares, will be entitled to have their fractional shares rounded up to the nearest whole share. No stockholders will
receive cash in lieu of fractional shares.
Each
certificate that immediately prior to the Effective Time represented shares of our common stock (“Old Certificates”)
shall thereafter represent that number of shares of our common stock into which the shares of our common stock represented by the Old
Certificate shall have been combined, subject to the adjustment for fractional shares as described above. Unless otherwise requested
by the stockholder, ClearTrust will be issuing all of the post-split shares in paperless, “book-entry” form, and unless
otherwise requested by the stockholder, ClearTrust will hold the shares in an account set up for the stockholder. All book-entry or other
electronic positions representing issued and outstanding shares of our common stock will be automatically adjusted. Those stockholders
holding our common stock in “street name” will receive instructions from their brokers.
In
addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares
reserved for issuance under the Company’s equity compensation plan) were proportionately adjusted by the applicable administrator,
using the 1-for-5 ratio, and rounded up to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the
Company’s equity plans. In addition, the exercise price for each outstanding stock option was increased in inverse proportion to
the 1-for-5 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee to the Company for the shares
subject to the option will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to
the terms of such securities.
Each
stockholder’s percentage ownership interest in the Company and proportional voting power remains virtually unchanged as a result
of the Reverse Stock Split, except for minor changes and adjustments that will result from rounding fractional shares into whole shares.
The rights and privileges of the holders of shares of common stock will be substantially unaffected by the Reverse Stock Split.
The
above description of the Certificate of Amendment and the Reverse Stock Split is a summary of the material terms thereof and is qualified
in its entirety by reference to the Certificate of Amendment, a copy of which is attached hereto as Exhibit 3.1 and is incorporated
herein by reference.
Reason
for the Reverse Stock Split
The
Company is undertaking the Reverse Stock Split to satisfy the $1.00 minimum bid price requirement, as set forth in Nasdaq Listing Rule
5550(a)(2), for continued listing on The Nasdaq Capital Market. As previously disclosed in a Current Report on Form 8-K filed with the
Securities and Exchange Commission on March 23, 2023, on March 22, 2023, the Company received a deficiency letter from the Listing Qualifications
Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for
the preceding 30 consecutive business days, the closing bid price for the common stock was trading below the minimum $1.00 per share
requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price
Requirement”). In accordance with Nasdaq Rules, the Company was provided an initial period of 180 calendar days, or until September
18, 2023, which date was subsequently extended pursuant to the rules of Nasdaq to March 16, 2024 (the “Compliance Date”),
to regain compliance with the Bid Price Requirement. If at any time before the Compliance Date the closing bid price for the Company’s
common stock is at least $1.00 for a minimum of 10 consecutive business days, the Staff will provide the Company written confirmation
of compliance with the Bid Price Requirement. By effecting the Reverse Stock Split, the Company expects that the closing bid price for
the common stock will increase above the $1.00 per share requirement.
Item
8.01. Other Events
The
information provided in Item 5.03 is hereby incorporated by reference.
The
Company has a registration statement on Form S-3 (File No. 333- 273080) and a registration statement on Form S-8 (File No. 333-264904)
on file with the Commission. Commission regulations permit the Company to incorporate by reference future filings made with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, prior to the termination of the offerings
covered by registration statements filed on Form S-3 or Form S-8. The information incorporated by reference is considered to be part
of the prospectus included within each of those registration statements. Information in this Item 8.01 of this Current Report
on Form 8-K is therefore intended to be automatically incorporated by reference into each of the active registration statements listed
above, thereby amending them. Pursuant to Rule 416(b) under the Securities Act, the amount of undistributed shares of common stock deemed
to be covered by the effective registration statements of the Company described above are proportionately reduced as of the Effective
Time to give effect to the Reverse Stock Split.
Item
9.01 Financial Statements, Pro Forma Financial Information and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
March 7, 2024
| |
Kidpik
Corp. |
| |
|
|
| |
By: |
/s/
Ezra Dabah |
| |
Name: |
Ezra
Dabah |
| |
Title: |
Chief
Executive Officer |
