UNITED STATES
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):
December 13, 2022
Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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):
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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:
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 2.02. |
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
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On December 13, 2022, Kaspien Holding Inc. issued a press release
announcing its financial results for its Third Quarter ended
October 29, 2022. A copy of Kaspien Holdings Inc. press
release is furnished with this report as Exhibit 99.1 and is
incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the
information in this Current Report on Form 8-K is being furnished
under Item 2.02 and shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”) or otherwise subject to the liabilities of such section, nor
shall such information be deemed incorporated by reference in any
filing under the Securities Act of 1933 or the Exchange Act.
Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking
statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Certain
statements in this communication are forward-looking statements.
The statements contained herein that are not statements of
historical fact may include forward-looking statements that involve
a number of risks and uncertainties.
We have used the words “anticipate”, “believe”, “could”,
“estimate”, “expect”, “intend”, “may”, “plan”, “predict”,
“project”, and similar terms and phrases, including references to
assumptions, in this document to identify forward-looking
statements. These forward-looking statements are made based on
management’s expectations and beliefs concerning future events and
are subject to uncertainties and factors that could cause actual
results to differ materially from the results expressed in the
statements. The following factors are among those that may cause
actual results to differ materially from the Company’s
forward-looking statements: risk of disruption of current
plans and operations of etailz and the potential difficulties in
customer, supplier and employee retention; the outcome of any legal
proceedings that may be instituted against the Company; the
Company’s level of debt and related restrictions and limitations,
unexpected costs, charges, expenses, or liabilities; the Company’s
ability to operate as a going-concern; deteriorating economic
conditions and macroeconomic factors; the impact of the COVID-19
pandemic; and other risks described in the Company’s filings with
the SEC, such as its Quarterly Reports on Form 10-Q and Annual
Reports on Form 10-K.
The reader should keep in mind that any forward-looking statement
made by us in this document, or elsewhere, pertains only as of the
date on which we make it. New risks and uncertainties come up from
time-to-time and it’s impossible for us to predict these events or
how they may affect us. In light of these risks and uncertainties,
you should keep in mind that any forward-looking statements made in
this document or elsewhere might not occur.
ITEM 9.01. |
FINANCIAL STATEMENTS AND EXHIBITS
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(d) EXHIBITS. The following are furnished as Exhibits to this
Report:
Exhibit No.
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Description
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99.1
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Kaspien Holding Inc. Press Release dated December 13, 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.
Dated: December 14, 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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EXHIBIT INDEX
Exhibit No.
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Description
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Kaspien Holding Inc. Press Release dated December 13, 2022.
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104
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Cover Page Interactive Data File (formatted in iXBRL)
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