UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 4,
2022
Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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New York
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0-14818
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14-1541629
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2818 N. Sullivan Rd. Ste 130
Spokane Valley, WA 99216
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(Address of Principal Executive Offices, and Zip Code)
(855) 300-2710
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Registrant’s Telephone Number, Including Area Code
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(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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (17
CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
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.
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, $0.01 par value per share
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KSPN
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NASDAQ Stock
Market
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Item 1.01. |
Entry into a Material Definitive Agreement
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On April 4, 2022, the Company and Alimco Re Ltd. agreed to amend
and restate in its entirety the March 2, 2022 Common Stock Purchase
Warrant (the “Warrant”) to provide for certain limitations pursuant
to NASDAQ Rules 5635(b) and (d), which such limitations shall no
longer be applicable if shareholder approval is obtained.
The foregoing description of the Warrant does not purport to be
complete and is qualified in its entirety by reference to the
Warrant, a copy of which is attached as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by
reference
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Item 3.02. |
Unregistered Sales of Equity Securities
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The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference.
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Item 9.01. |
Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
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Description
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10.1 |
Amended and Restated Common Stock Purchase Warrant, dated as of
April 4, 2022
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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.
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Dated: April 5, 2022
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Kaspien Holding Inc.
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By:
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/s/ Edwin Sapienza
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Name: Edwin Sapienza
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Title: Chief Financial Officer
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