SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): August 2, 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
(Address of Principal Executive Offices, and Zip Code)
(855) 300-2710
Registrant’s Telephone Number, Including Area Code
(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
communication 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
communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
☐
Pre-commencement
communication pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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.
☐
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
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Entry into a Material Definitive Agreement.
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On August 2, 2022, Kaspien Holdings Inc. (the
“Company”), the Robert J. Higgins TWMC Trust, RJHDC, LLC, Alimco Re
Ltd., Mr. Thomas C. Simpson, Kick-Start I, LLC, Kick-Start III, LLC
and Kick-Start IV, LLC, and the other parties thereto
entered into Amendment No. 1 to Voting Agreement (“Amendment No.
1”) setting forth their agreements and understandings with respect
to how shares of the Company’s capital stock held by the parties
thereto will be voted with respect to (i) amending the Certificate
of Incorporation of the Company to set the size of the Board of
Directors of the Company (the “Board”) at four directors and (ii)
the designation, election, removal, and replacement of members of
the Board.
The foregoing summary is qualified in its entirety by reference to
Amendment No.1, a copy of which is filed hereto as Exhibit 10.1 and
incorporated herein by reference.
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Item 3.03
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Material Modification to Rights of Security Holders
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The applicable information set forth in Items 5.03 of this Current
Report on Form 8-K is incorporated by reference in this Item
3.03.
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
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The
Board approved, subject to stockholder approval, the Kaspien
Holdings Inc. 2005 Long Term Incentive and Share Award Plan, as
amended and restated on August 2,
2022 (the “Plan”). The Plan, as amended and restated, provides for
the following key changes:
• The
share reserve for awards granted after August
2, 2022 (the “Effective Date”) is increased to 500,000 Shares
(from 156,346 Shares
on August
2, 2022);
• The
annual cap on options and stock appreciation rights granted under
the Plan to each non-employee director is increased to 10,000 (from
1,250), and the corresponding annual cap for awards (other than
options or stock appreciation rights) granted to each non-employee
director is increased to 15,000 (from 3,750);
• Provisions
designed to allow compliance with an exception to nondeductibility
of certain executive compensation under Section 162(m) of the Code
are deleted since the exception was repealed by Congress and is no
longer applicable; and
• The
term of the Plan is extended until ten years after the Effective
Date.
The foregoing summary is qualified in its entirety by reference to
the Plan, a copy of which is filed hereto as Exhibit 10.2 and
incorporated herein by reference.
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Item 5.03
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Amendments to Articles of Incorporation or By-Laws; Change in
Fiscal Year.
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Item 5.03(a)(i).
Amendment to Certificate of Incorporation.
Kaspien Holdings Inc. (the “Company”) intends to file with the
State of New York Department of State a Certificate of Amendment of
its Certificate of Incorporation, setting the size of the Board of
Directors (the “Board”) at four directors.
The Certificate of Amendment is filed as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.03(a)(ii).
Amendment to By-Laws.
Effective
as of the filing of the Certificate of Amendment described
above,
the Company’s Bylaws shall be amended to set the size of the
Board at four directors and provide for the filling of director
vacancies.
The amendment to the Bylaws is filed as Exhibit 3.2 hereto and is
incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(b) Exhibits. The following exhibits are included in this
report:
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No.
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Description
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Certificate of Amendment of Certificate of Incorporation of Kaspien
Holdings Inc.
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Amendment No. 4 to Bylaws of Kaspien Holdings Inc.
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Voting Agreement
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2005
Long Term Incentive and Share Award Plan, as amended and restated
on August 2,
2022
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104
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Cover Page Interactive Data File (formatted in iXBRL)
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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: August 2, 2022
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Kaspien Holdings 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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