Current Report Filing (8-k)
20 Junio 2023 - 4:01PM
Edgar (US Regulatory)
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2023-06-19
2023-06-19
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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): June 19, 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
(Nasdaq Capital Market) |
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
5.07 Submission of Matters to a Vote of Security Holders.
On
June 19, 2023, Kidpik Corp. (the “Company”, “we” and “us”) held our 2023 Annual
Meeting of Stockholders via live audio webcast (the “Meeting”). At the Meeting, an aggregate of 5,814,527 shares of
common stock, or 75.63% of our 7,688,194 total outstanding shares of common stock as of April 24, 2023, the record date for the Meeting,
were present at (including via proxy) or were voted at the Meeting, constituting a quorum.
The
following three proposals were voted on at the Meeting (as described in greater detail in the Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”)), with the results of
such voting as set forth below. Capitalized terms have the meanings given to such terms in the Proxy Statement and this Form 8-K should
be read in connection with the Proxy Statement.
Proposal 1 | |
Votes For | | |
Votes Withheld | | |
Abstentions | | |
Broker Non-Votes | |
Election of Class II Director | |
| | | |
| | | |
| | | |
| | |
Ezra Dabah | |
| 4,731,483 | | |
| 0 | | |
| 42,593 | | |
| 1,040,451 | |
Jill Kronenberg | |
| 4,742,368 | | |
| 0 | | |
| 31,708 | | |
| 1,040,451 | |
Proposal 2 | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
Ratification of the appointment of CohnReznick LLP, as the Company’s independent registered public accounting firm for the year ended December 30, 2023 | |
| 5,594,889 | | |
| 216,354 | | |
| 2,654 | | |
| 630 | |
Proposal 3 | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
The approval of an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024. | |
| 5,377,850 | | |
| 432,963 | | |
| 3,713 | | |
| 1 | |
As
a result of the above voting, Mr. Ezra Dabah and Ms. Jill Kronenberg were appointed as a Class II directors of the Company by a plurality
of the votes cast (there was no solicitation in opposition to management’s nominees as listed in the proxy statement), to serve
a three year term, expiring at the 2026 Annual Meeting, and until their respective successor(s) is elected and qualified, or until their
earlier resignation or removal; proposal 2, which required the affirmative vote of a majority of the shares present in person
or represented by proxy at the Meeting and entitled to vote, was validly approved by the Company’s stockholders; and proposal
3, which required the affirmative vote of a majority of the shares eligible to be voted at the Meeting, was validly approved by the Company’s
stockholders.
The
Board of Directors has not yet determined whether or not to affect a reverse stock split of the Company’s outstanding common stock.
If in the future it determines to affect a reverse stock split, the Company plans to publicly disclose the timing and ratio of such split,
prior to its effectiveness.
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:
June 20, 2023
|
Kidpik
Corp. |
|
|
|
|
By: |
/s/
Ezra Dabah |
|
Name:
|
Ezra
Dabah |
|
Title: |
Chief
Executive Officer |
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