Current Report Filing (8-k)
December 15 2022 - 08:49AM
Edgar (US Regulatory)
false000079521200007952122022-12-142022-12-14
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
14, 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):
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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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☐
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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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☐
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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.
☐
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On December 14, 2022, Kaspien Holdings Inc. (the “Company”)
received written notice (the “Notice”) from The Nasdaq Stock Market
(“Nasdaq”) that the closing bid price for its common stock had been
below $1.00 for the previous 30 consecutive business days, and that
the Company therefore is not in compliance with the minimum bid
price requirement for continued listing on The Nasdaq Capital
Market under Nasdaq Listing Rule 5550(a)(2).
In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company
has been provided a period of 180 calendar days, or until June 12,
2023, to regain compliance. In order to regain compliance with the
minimum closing bid price rule, the closing bid price of the
Company’s common stock must be at least $1.00 for a minimum of ten
consecutive business days during the compliance
period. If the Company does not regain compliance during
the initial compliance period, the Company may be eligible for
additional time to regain compliance. If the Company is not
eligible, the Company expects that at that time Nasdaq will provide
written notice to the Company that the Company’s common stock will
be subject to delisting.
The Notice has no immediate impact on the listing of the Company’s
common stock, which will continue to trade on The Nasdaq Capital
Market. The Company intends to monitor its closing bid price for
its common stock between now and June 12, 2023 and will consider
available options to resolve the Company’s noncompliance with the
minimum bid price requirement, as may be necessary.
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: December 15, 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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Kaspien (NASDAQ:KSPN)
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