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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): September 18, 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

 

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 1.01. Entry into a Material Definitive Agreement.

 

Debt Conversion Agreement

 

On September 18, 2023, Kidpik Corp. (the “Company”) entered into a Debt Conversion Agreement (the “Debt Conversion Agreement”) with Ezra Dabah, the Chief Executive Officer and Chairman of the Company (“Dabah”).

 

Pursuant to the Debt Conversion Agreement the Company and Dabah agreed to convert an aggregate of $1,200,000 of principal owed by the Company to Dabah under certain outstanding promissory notes dated (a) September 23, 2021 ($500,000); (b) October 8, 2021 ($500,000); and (c) October 26, 2021 (of which $500,000 is outstanding, and of which $200,000 was subject to the Debt Conversion Agreement)(collectively, such $1,200,000 of promissory notes, the “Converted Notes”), into an aggregate of 1,553,800 shares of restricted common stock of the Company (the “Debt Conversion Shares”).

 

The conversion price was equal to the greater of the closing consolidated bid price on the date the Conversion Agreement was entered into (or the prior day’s closing consolidated bid price in the event that the agreement was entered into during market hours), and $0.7723 per share, provided that because $0.7723 was above the closing consolidated bid price, the conversion price was fixed at $0.7723 per share.

 

Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Dabah agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of amounts owed under the Converted Notes, including all accrued and unpaid interest thereon, if any, which was forgiven by Dabah upon his entry into the Debt Conversion Agreement.

 

The issuance of the Debt Conversion Shares increases Dabah’s beneficial ownership of the Company’s common stock (when including shares subject to a voting agreement which Dabah is a party to and shares owned by his wife, which he is deemed to beneficially own) to approximately 68.1% of the Company’s outstanding common stock, compared to approximately 61.7% of the Company’s outstanding common stock prior to the issuance.

 

The foregoing summary of the terms of the Debt Conversion Agreement is not complete and is qualified in its entirety by reference to the full text of the Debt Conversion Agreement, which is filed as Exhibit 10.1 to this Current Report and is incorporated in this Item 1.01 by reference.

 

Item 3.02. Unregistered Sales of Equity Securities.

 

The information and disclosures set forth in Item 1.01 above are incorporated into this Item 3.02 by reference in their entirety. The Company claims an exemption from registration pursuant to Section 4(a)(2) and/or Rule 506 of Regulation D of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Debt Conversion Shares, since the offer and sale of such shares did not involve a public offering and the recipient was an “accredited investor”. The securities were offered without any general solicitation by us or our representatives. No underwriters or agents were involved in the foregoing issuances and we paid no underwriting discounts or commissions. The securities are subject to transfer restrictions, and the certificates evidencing the securities will contain an appropriate legend stating that such securities have not been registered under the Securities Act and may not be offered or sold absent registration or pursuant to an exemption therefrom. The securities were not registered under the Securities Act and such securities may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws.

 

 

 

 

Item 7.01. Regulation FD Disclosure.

 

On September 18, 2023, the Company issued a press release announcing the entry into the Debt Conversion Agreement, which is attached as Exhibit 99.1 hereto and incorporated by reference herein.

 

The information contained in, or incorporated into, this Item 7.01 of this Current Report, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

 

Item 8.01. Other Events.

 

As a result of the transactions contemplated by the Debt Conversion Agreement, the stockholders’ equity of the Company as of September 18, 2023 is greater than $5 million (unaudited).

 

Item 9.01. Financial Statements and Exhibits

 

(d) Exhibits

 

Exhibit No.   Description
     
10.1*#   Debt Conversion Agreement dated September 18, 2023, by and between Kidpik Corp. and Ezra Dabah
99.1**   Press Release dated September 18, 2023
104   Inline XBRL for the cover page of this Current Report on Form 8-K

 

* Filed herewith.
** Furnished herewith.

 

 

 

 

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 18, 2023

 

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

 

 

 

Exhibit 10.1

 

DEBT CONVERSION AGREEMENT

 

This Debt Conversion Agreement (this “Agreement”) dated and effective September 18, 2023 (the “Effective Date”), is by and between, Kidpik Corp., a Delaware corporation (the “Company”), and Ezra Dabah, an individual (the “Creditor”), each a “Party” and collectively the “Parties”.

 

W I T N E S S E T H:

 

WHEREAS, as of the date of this Agreement, the Company owes Creditor $2,000,000 in principal amount under those certain Promissory Notes effective (a) September 23, 2021 ($500,000)(as amended from time to time, the “September 2021 Note”); (b) October 8, 2021 ($500,000)(as amended from time to time, the “First October 2021 Note”); (c) October 12, 2021 ($500,000)(as amended from time to time, the “Second October 2021 Note”); and (d) October 26, 2021 ($500,000), which note funds were provided by Creditor to the Company as working capital loans;

 

WHEREAS, the Creditor is the Chief Executive Officer of the Company and the Chairman of the Board Directors;

 

WHEREAS, the Creditor and the Company desire to convert $1,200,000 of principal owed under the September 2021 Note, First October 2021 Note and Second October 2021 Note, and more specifically, all of the September 2021 Note, all of the First October 2021 Note, and $200,000 of the principal owed under the Second October 2021 Note (collectively, the “Converted Notes”) into shares of the Company’s restricted common stock, pursuant to the terms and conditions of this Agreement set forth below (the “Conversion”) and for the Creditor to forgive any interest accrued under the Converted Notes (the “Forgiveness”); and

 

WHEREAS, the Company and the Creditor desire to set forth in writing herein the terms and conditions of their agreement and understanding concerning Conversion and Forgiveness.

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants, agreements, and considerations herein contained, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties hereto agree as follows:

 

1. Consideration.

 

(a) Effective on the Effective Date, and in consideration and in full satisfaction of the forgiveness of the principal amount of, and all accrued and unpaid interest on, the Converted Notes1, the Company shall issue the Creditor that number of restricted shares of common stock of the Company as equals (i) the principal amount of the Converted Notes, divided by (ii) the Conversion Price (as defined below), rounded down to the nearest whole share (the “Shares”).

 

 

1 For the sake of clarity and in an abundance of caution, the Parties agree that each reference herein to the Converted Notes refers to all of the September 2021 Note, all of the First October 2021 Note, and the first $200,000 of principal owed under the Second October 2021 Note only.

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 1 of 6

 

 

(b) The Shares shall be issued in book-entry/non-certificated form.

 

(c) Creditor represents that he is the sole owner of the Converted Notes and has good and marketable title to the Converted Notes, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. Creditor has sole managerial and dispositive authority with respect to the Converted Notes.

 

(e) For the purposes of this Agreement, “Conversion Price” means the greater of:

 

(A) $0.7723; and

 

(B)(1) if this Agreement is fully executed by all Parties (“Fully Executed”) hereto prior to 4:00 p.m. Eastern Time on any day in which the Company’s common stock is traded on The Nasdaq Capital Market, (i) the consolidated closing bid price of the common stock of the Company on the last trading day prior to the date this Agreement is Fully Executed; and (2) if this Agreement is Fully Executed after 4:00 p.m. Eastern Time on any day in which the Company’s common stock is traded on The Nasdaq Capital Market the consolidated closing bid price of the common stock of the Company on such trading day that this Agreement is Fully Executed.

 

2. Full Satisfaction.

 

Creditor agrees that he is accepting the Shares in full satisfaction of all amounts owed under, and in connection with, the Converted Notes, which are being converted into the Shares as described above and that as such, Creditor will no longer have any rights of repayment against the Company as to the amounts owed under the Converted Notes which are being converted into the Shares according to this Agreement. Creditor further agrees that the Shares are being issued in full consideration of the amounts owed under the Converted Notes. Creditor further agrees that all accrued interest owed on the Converted Notes as of the Effective Date, if any, shall be deemed forgiven by the Creditor upon his entry into this Agreement.

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 2 of 6

 

 

3. Mutual Representations, Covenants and Warranties.

 

(a) The Parties have all requisite power and authority, corporate or otherwise, to execute and deliver this Agreement and to consummate the transactions contemplated hereby and thereby. The Parties have duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery of this Agreement by the Parties hereto and thereto, this Agreement constitutes, the legal, valid and binding obligation of the Parties enforceable against each Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditor’s rights generally and general equitable principles.

 

(b) The execution and delivery by the Parties of this Agreement and the consummation of the transactions contemplated hereby and thereby do not and shall not, by the lapse of time, the giving of notice or otherwise: (a) constitute a violation of any law; or (b) constitute a breach or violation of any provision contained in the document(s) regarding organization and/or management of the Parties, if applicable; or (c) constitute a breach of any provision contained in, or a default under, any governmental approval, any writ, injunction, order, judgment or decree of any governmental authority or any contract to which either the Company or the Creditor are a party or by which either the Company or the Creditor are bound or affected.

 

(c) The Parties hereby covenant that they will, whenever and as reasonably requested by another Party hereto, at such acting Party’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as such Party may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

 

(d) Any individual executing this Agreement on behalf of a Party has the authority to act on behalf of such Party and has been duly and properly authorized to sign this Agreement on behalf of such Party.

 

4. Representations of Creditor.

 

The Creditor represents to the Company that:

 

(a) Creditor is acquiring the Shares for his own account, for investment purposes only and not with a view to, or for sale in connection with, a distribution, as that term is used in Section 2(11) of the Securities Act of 1933, as amended (the “Securities Act,” or the “Act”) in a manner which would require registration under the Securities Act or any state securities laws. Creditor can bear the economic risk of investment in the Shares, has knowledge and experience in financial business matters, is capable of bearing and managing the risk of investment in the applicable Shares and is an “accredited investor” as defined in Regulation D under the Securities Act. Creditor recognizes that the applicable Shares are not registered under the Securities Act, nor under the securities laws of any state and, therefore, cannot be resold unless the resale of the applicable Shares is registered under the Securities Act or unless an exemption from registration is available.

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 3 of 6

 

 

(b) Creditor understands and agrees that a legend has been or will be placed on any certificate(s) or other document(s) evidencing the Shares in substantially the following form:

 

‘‘THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED OR ANY STATE SECURITIES ACT. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS (I) THEY SHALL HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND ANY APPLICABLE STATE SECURITIES ACT, OR (II) THE CORPORATION SHALL HAVE BEEN FURNISHED WITH AN OPINION OF COUNSEL, SATISFACTORY TO COUNSEL FOR THE CORPORATION, THAT REGISTRATION IS NOT REQUIRED UNDER ANY SUCH ACTS.’’

 

(c) Creditor hereby covenants that he will, whenever and as reasonably requested by the Company and at Creditor’s sole cost and expense, do, execute, acknowledge and deliver any and all such other and further acts, deeds, assignments, transfers, conveyances, confirmations, powers of attorney and any instruments of further assurance, approvals and consents as the Company may reasonably require in order to complete, insure and perfect the transactions contemplated herein.

 

5. Miscellaneous.

 

(a) Assignment. All of the terms, provisions, and conditions of this Agreement shall be binding upon and shall inure to the benefit of and be enforceable by the Parties hereto and their respective successors and permitted assigns.

 

(b) Applicable Law. This Agreement shall be construed under and governed by the laws of the State of Delaware, excluding any provision which would require the use of the laws of any other jurisdiction.

 

(c) Entire Agreement, Amendments, and Waivers. This Agreement constitutes the entire agreement of the Parties regarding the subject matter of the Agreement and expressly supersedes all prior and contemporaneous understandings and commitments, whether written or oral, with respect to the subject matter hereof. No variations, modifications, changes or extensions of this Agreement or any other terms hereof shall be binding upon any Party hereto unless set forth in a document duly executed by such Party or an authorized agent of such Party.

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 4 of 6

 

 

(d) Headings; Gender. The paragraph headings contained in this Agreement are for convenience only, and shall in no manner be construed as part of this Agreement. All references in this Agreement as to gender shall be interpreted in the applicable gender of the Parties.

 

(e) Binding Effect. This Agreement shall be binding on the Company and Creditor only upon execution of this Agreement by all Parties hereto. Upon such execution by all Parties hereto, this Agreement shall be binding on and inure to the benefit of each of the Parties and their respective heirs, successors, assigns, directors, officers, agents, employees, and personal representatives.

 

(f) Severability. Should any clause, sentence, paragraph, subsection, Section or Article of this Agreement be judicially declared to be invalid, unenforceable or void, such decision will not have the effect of invalidating or voiding the remainder of this Agreement, and the Parties agree that the part or parts of this Agreement so held to be invalid, unenforceable or void will be deemed to have been stricken herefrom by the Parties, and the remainder will have the same force and effectiveness as if such stricken part or parts had never been included herein.

 

(g) Arm’s Length Negotiations. Each Party herein expressly represents and warrants to all other Parties hereto that (a) before executing this Agreement, said Party has fully informed itself of the terms, contents, conditions, and effects of this Agreement; (b) said Party has relied solely and completely upon its own judgment in executing this Agreement; (c) said Party has had the opportunity to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said Party has acted voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations conducted by and among the Parties and their respective counsel.

 

(h) Counterparts, Effect of Facsimile, Emailed and Photocopied Signatures. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart, to the extent delivered by means of a facsimile machine or by .pdf, .tif, ..gif, .jpeg or similar attachment to electronic mail (any such delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At the request of any Party, each other Party shall re-execute the original form of this Agreement and deliver such form to all other Parties. No Party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such Party forever waives any such defense, except to the extent such defense relates to lack of authenticity.

 

[Remainder of page left intentionally blank. Signature page follows.]

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 5 of 6

 

 

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the day and year first written above.

 

  Company
   
  Kidpik Corp.
   
  /s/ Jill Pasechnick
  Jill Pasechnick
  Chief Accounting Officer

 

Creditor  
   
/s/ Erza Dabah  
Erza Dabah  

 

$1,200,000 Promissory Note | Debt Conversion Agreement

Kidpik Corp. and Ezra Dabah

Page 6 of 6

 

 

Exhibit 99.1

 

KIDPIK Enters Into Debt Exchange Agreement

 

NEW YORK, September 18, 2023 / PRNewswire/—Kidpik Corp. (“KIDPIK” or the “Company”), an online clothing subscription-based e-commerce company, is pleased to announce that it has entered into a debt exchange agreement with Ezra Dabah, its Chief Executive Officer, Chairman and largest stockholder. Pursuant to the debt exchange agreement, Mr. Dabah agreed to exchange $1.2 million of outstanding promissory notes, which were due on demand, for 1,553,800 shares of restricted common stock of the Company, based on a conversion price of $0.7723 per share, which was 29.8% above the closing sales price of the Company’s common stock on the Nasdaq Capital Market on September 15, 2023, the date that the agreement was entered into.

 

The 1,553,800 shares of restricted common stock represent approximately 19.9% of the Company’s outstanding common stock prior to the conversion, and increased Mr. Dabah’s beneficial ownership of our outstanding shares of common stock from 61.7% to 68.1%.

 

The debt conversion was undertaken in an effort to reduce the Company’s outstanding debt and for the Company to increase its stockholders’ equity above $5 million as of September 18, 2023, such that the Company would be eligible for an extension of the period of time that the Company was provided by Nasdaq to regain compliance with Nasdaq’s $1.00 minimum bid price requirement, which extension the Company expects Nasdaq to grant later this week.

 

About Kidpik Corp.

 

Founded in 2016, KIDPIK (NASDAQ:PIK) is an online clothing subscription box for kids, offering mix & match, expertly styled outfits that are curated based on each member’s style preferences. KIDPIK delivers a surprise box monthly or seasonally, providing an effortless shopping experience for parents and a fun discovery for kids. Each seasonal collection is designed in-house by a team with decades of experience designing childrenswear. KIDPIK combines the expertise of fashion stylists with proprietary data and technology to translate kids’ unique style preferences into surprise boxes of curated outfits. We also sell our branded clothing and footwear through our e-commerce website, shop.kidpik.com. For more information, visit www.kidpik.com.

 

 

 

 

Forward-Looking Statements

 

This press release may contain statements that constitute “forward-looking statements” within the federal securities laws, including The Private Securities Litigation Reform Act of 1995, which provide a safe-harbor for forward-looking statements. In particular, when used in the preceding discussion, the words “may,” “could,” “expect,” “intend,” “plan,” “seek,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “continue,” “likely,” “will,” “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions are intended to identify forward-looking statements within the meaning of such laws, and are subject to the safe harbor created by such applicable laws. Any statements made in this news release other than those of historical fact, about an action, event or development, are forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors, which may cause the results of KIDPIK to be materially different than those expressed or implied in such statements. The forward-looking statements may include projections and estimates of KIDPIK’s corporate strategies, future operations and plans, including the costs thereof. We have based these forward-looking statements on our current expectations and assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will conform with our expectations and predictions is subject to a number of risks and uncertainties, including our actual stockholders’ equity as of the date of this press release and as of the Company’s next fiscal quarter end; the willingness of Nasdaq to provide us an extension to comply with Nasdaq’s minimum bid price requirement and our ability to comply with such requirement in the future; our ability to obtain additional funding, the terms of such funding and potential dilution caused thereby; the continuing effect of rising interest rates and inflation on our operations, sales, and market for our products; deterioration of the global economic environment; rising interest rates and inflation and our ability to control our costs, including employee wages and benefits and other operating expenses; our history of losses; our ability to achieve profitability; our ability to execute our growth strategy and scale our operations and risks associated with such growth; our ability to maintain current members and customers and grow our members and customers; risks associated with the effect of global pandemics, and governmental responses thereto on our operations, those of our vendors, our customers and members and the economy in general; risks associated with our supply chain and third-party service providers, interruptions in the supply of raw materials and merchandise; increased costs of raw materials, products and shipping costs due to inflation; disruptions at our warehouse facility and/or of our data or information services, our ability to locate new warehouse and distribution facilities and the lease terms of any such facility; issues affecting our shipping providers; disruptions to the internet; risks that effect our ability to successfully market our products to key demographics; the effect of data security breaches, malicious code and/or hackers; increased competition and our ability to maintain and strengthen our brand name; changes in consumer tastes and preferences and changing fashion trends; material changes and/or terminations of our relationships with key vendors; significant product returns from customers, excess inventory and our ability to manage our inventory; the effect of trade restrictions and tariffs, increased costs associated therewith and/or decreased availability of products; our ability to innovate, expand our offerings and compete against competitors which may have greater resources; certain anti-dilutive, drag-along and tag-along rights which may be deemed to be held by a former minority stockholder; our significant reliance on related party transactions and loans; the fact that our Chief Executive Officer has majority voting control over the Company; if the use of “cookie” tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior; our ability to comply with the covenants of future loan and lending agreements and covenants; our ability to prevent credit card and payment fraud; the risk of unauthorized access to confidential information; our ability to protect our intellectual property and trade secrets, claims from third-parties that we have violated their intellectual property or trade secrets and potential lawsuits in connection therewith; our ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and our ability to comply with such new laws or regulations; changes in tax rates; our reliance and retention of our current management; the outcome of future lawsuits, litigation, regulatory matters or claims; the fact that we have a limited operating history; the effect of future acquisitions on our operations and expenses; our significant indebtedness; and others that are included from time to time in filings made by KIDPIK with the Securities and Exchange Commission, many of which are beyond our control, including, but not limited to, in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in its Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the U.S. Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year ended December 31, 2022 and its Quarterly Report on Form 10-Q for the quarter ended July 1, 2023. These reports are available at www.sec.gov and on our website at https://investor.kidpik.com/sec-filings. The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to the Company or any person acting on behalf of the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on KIDPIK’s future results and/or could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. KIDPIK cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. We undertake no obligation to update publicly any of these forward-looking statements to reflect actual results, new information or future events, changes in assumptions or changes in other factors affecting forward-looking statements, except to the extent required by applicable laws and take no obligation to update or correct information prepared by third parties that is not paid for by the Company. If we update one or more forward-looking statements, no inference should be drawn that we will make additional updates with respect to those or other forward-looking statements.

 

Contacts

 

Investor Relations Contact:

ir@kidpik.com

Media:

press@kidpik.com

 

 

 

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Cover
Sep. 18, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Sep. 18, 2023
Entity File Number 001-41032
Entity Registrant Name Kidpik Corp.
Entity Central Index Key 0001861522
Entity Tax Identification Number 81-3640708
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 200 Park Avenue South
Entity Address, Address Line Two 3rd Floor
Entity Address, City or Town New York
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10003
City Area Code (212)
Local Phone Number 399-2323
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value per share
Trading Symbol PIK
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false

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