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): February 18, 2025
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 |
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 3.01. Notice of Filing of Form 25 for Delisting from NASDAQ
On February 6, 2025, Kidpik Corp. (the “Company”) issued a press release of their intention to file Form 25 with the Securities and Exchange Commission (the “SEC”) to effect the voluntary delisting of its common stock from the Nasdaq Stock Market LLC, New York Stock Exchange. On February 18, 2025, the Company filed Form 25 which will become effective February 27, 2025, 10 days after the filing of Form 25, in accordance with the provisions of Rule 12d2-2(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Pursuant to Rule 12d2-2(a) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the delisting of the Securities is expected to become effective ten (10) days after the filing of Form 25 with the SEC. The Company also intends to deregister the Securities under Section 12(b) of the Exchange Act and suspend its reporting obligations under Section 15(d), by filing Form 15.
The Company has determined that the voluntary delisting and deregistration are in the best interests of the Company and its shareholders, which will allow Kidpik to terminate its reporting obligations under the Securities Exchange Act of 1934, as the Company no longer meets the thresholds for shareholders or assets required for reporting.
The Company’s common stock may continue to be quoted on OTC PINK Market under the symbol “PIKM” after the delisting; however, there can be no assurance that a market for the securities will develop or be maintained.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1* | Form 25 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Filed herewith.
** Furnished herewith.
Non-Active Hyperlinks
The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements regarding the delisting, deregistration, and anticipated impacts. These statements are subject to risks and uncertainties, including those described in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
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: February 18, 2025
| Kidpik Corp. | ||
| By: | /s/ Ezra Dabah | |
| Name: | Ezra Dabah | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
| UNITED STATES | OMB APPROVAL | |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 |
OMB Number: 3235-0080 Expires: May 31, 2027 Estimated average burden hours per response 1.00 | |
FORM 25 |
NOTIFICATION OF REMOVAL FROM LISTING AND/OR
REGISTRATION UNDER SECTION 12(b) OF THE
SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 001-41032
Issuer: Kidpik Corp. Exchange: NASDAQ
(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)
200 Park Avenue South, 3rd Flr., New York, NY 10003 Ph: 201-724-1836
(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)
Common Stock, $0.001 par value per share
(Description of class of securities)
Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:
| ☐ | 17 CFR 240.12d2-2(a)(1) |
| ☐ | 17 CFR 240.12d2-2(a)(2) |
| ☐ | 17 CFR 240.12d2-2(a)(3) |
| ☐ | 17 CFR 240.12d2-2(a)(4) |
☐ Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.1
☒ Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.
1 Form 25 and attached Notice will be considered compliance with the provisions of 17 CFR 240.19d-1 as applicable. See General Instructions.
| SEC 1654 (03-06) | Potential persons who are to respond to the collection of information contained in this Form are not required to respond unless the Form displays a currently valid OMB control number. |
Pursuant to the requirements of the Securities Exchange Act of 1934, Kidpik Corp. (Name of Issuer or Exchange) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.
| 02-18-2025 | By | Ezra Dabah | CEO | ||
| Date | Name | Title |