UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 001-41032

Kidpik Corp.

(Exact name of Registrant as specified in its charter)

Delaware

81-3640708

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

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

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, par value $0.001 per share

PIK

The Nasdaq Stock Market LLC

(Nasdaq Capital Market)

Securities registered pursuant to section 12(g) of the Act:

None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated Filer ☐	Accelerated Filer ☐
Non-accelerated Filer ☒	Smaller reporting company ☒
	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. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day of the registrant’s most recently completed second fiscal quarter was $2,297,092. For purposes of calculating the aggregate market value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company, or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of our officers, directors and principal stockholders included in Part III, Item 12 of this Annual Report on Form 10-K.

Number of shares of registrant’s common stock outstanding as of April 10, 2024: 1,951,638.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Audit Firm ID		Auditor Name:		Auditor Location:
596		CohnReznick LLP		New York

	●	amend Part III, Items 10 (Directors, Executive Officers and Corporate Governance), 11 (Executive Compensation), 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 (Certain Relationships and Related Transactions, and Director Independence) and 14 (Principal Accountant Fees and Services) of the Original Form 10-K to include the information required to be disclosed under such Items;

	●	delete the reference on the cover of the Original Form 10-K regarding the incorporation by reference into Part III of the Original Form 10-K of portions of our definitive proxy statement to be delivered to stockholders and filed with the SEC in connection with the 2024 annual meeting of our stockholders; and

	●	file new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

PART III	1
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	1
ITEM 11. EXECUTIVE COMPENSATION.	12
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	15
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	19
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.	23
PART IV	24
ITEM 15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES	24
SIGNATURES	25

Name	Position	Age
Ezra Dabah	Chairman, President and Chief Executive Officer	70
Moshe Dabah	Vice President, Chief Operating Officer and Chief Technology Officer, and Secretary	40
Jill Pasechnick	Chief Accounting Officer	55

	●	the Class I director is Louis G. Schott, and his term will expire at the annual meeting of stockholders to be held in 2025;

	●	the Class II directors are Ezra Dabah and Jill Kronenberg, and each of their terms will expire at the annual meeting of stockholders to be held in 2026; and

	●	the Class III director is Bart Sichel, and his term will expire at the annual meeting of stockholders to be held in 2024.

	Independent	Audit Committee	Strategy and Alternatives Committee
Ezra Dabah⁽¹⁾
Bart Sichel	X	M	C
Jill Kronenberg	X	M	M
Louis G. Schott	X	C	M

Name and Principal Position	Fiscal Year Ended			Salary ($)		Bonus ($)		Stock awards ($)⁽²⁾		Option awards ($)		All other compensation ($)		Total ($)
Ezra Dabah		2023	⁽¹⁾	$	—		—		—		—		—	$	—
Chief Executive Officer		2022	⁽¹⁾	$	—		—		—		—		—	$	—

Moshe Dabah		2023		$	215,000		—		—		—		—	$	215,000
Vice President, Chief Operating Officer, Chief Technology Officer, and Secretary		2022		$	215,000		—		—		—		—	$	215,000

Adir Katzav⁽³⁾		2023		$	146,000		—		—		—		—	$	146,000
Former Executive Vice President, Former Chief Financial Officer, and Former Treasurer		2022		$	260,000		—		—		—		—	$	260,000

Jill Pasechnick⁽³⁾		2023		$	216,498		—		—		—		—	$	216,498
Chief Accounting Officer

	Option awards										Stock awards
Name	Number of securities underlying unexercised options (#) exercisable		Number of securities underlying unexercised options (#) unexercisable		Equity incentive plan awards: number of securities underlying unexercised unearned options (#)		Option exercise price ($)		Option expiration date		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)		Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)
Ezra Dabah		—		—		—		—		—		—		—
Moshe Dabah		—		—		—		—		—		8,467	$	15,536.95
Jill Pasechnick		2,667		—		—	$	42.50		11/10/2026		—		—

	(1)	Restricted Stock Unit award vests on May 15, 2024, subject to continued employment with the Company on the applicable vesting date. Restricted Stock Unit award to be settled in shares of common stock.
	(2)	Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year ($1.8350) by the number of shares of stock.

Name	Fees Earned or Paid in Cash ($)*		Stock Awards ($)#			All Other Compensation ($)		Total ($)
Bart Sichel	$	-	$	40,090	⁽³⁾	$	-	$	40,090
Jill Kronenberg	$	-	$	25,058	⁽⁴⁾	$	-	$	25,058
David Oddi⁽¹⁾	$	-	$	2,038		$	-	$	2,038
Louis G. Schott⁽²⁾	$	-	$	25,012	⁽⁵⁾	$	-	$	25,012

Name of Beneficial Owner	Number of Common Stock Shares Beneficially Owned			Percent of Common Stock
Directors, Named Executive Officers and Executive Officers
Ezra Dabah		1,274,321	⁽¹⁾⁽²⁾		66.6	%
Jill Pasechnick		2,667	⁽³⁾		*
Moshe Dabah		37,589	⁽²⁾⁽⁴⁾		1.9	%
Adir Katzav ⁽⁵⁾		21,072			1.1	%
Bart Sichel		18,018			*
Jill Kronenberg		11,262			*
Louis G. Schott		12,054			*
All executive officer and directors as a group (6 persons)		1,318,322	⁽¹⁾⁽²⁾		67.0	%

5% Stockholders
Raine Silverstein ⁽⁶⁾		301,682	⁽⁷⁾		15.8	%

Plan category	Number of securities to be issued upon exercise of outstanding options (a)⁽¹⁾		Weighted-average exercise price of outstanding options, warrants (b)		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders		58,600	$	42.50		523,610	(2)
Equity compensation plans not approved by security holders		—		—		—
		435,000				2,299,530	(2)

	(1)	Not including 8,467 shares of common stock which may be issuable upon vesting of 176,000 outstanding restricted stock units.
	(2)	Represents 523,610 shares of the Company’s common stock available for future awards under the 2021 Plan (defined below), as of December 30, 2021. Effective on April 1, 2024, the number of shares available for issuance under the 2021 Plan increased automatically by 95,687 shares, to 768,748 shares.

Type of Fees	2023		2022
Audit Fees (1)	$	192,675	$	196,350
Audit-Related Fees(2)	$	3,750	$	1,942
Total	$	196,425	$	198,292

	(1)	Audit fees represent fees for professional services provided by our principal accountant in connection with the audit of our financial statements, the quarterly reviews of financial statements included in our Form 10-Q filings, the reviews of other statutory or regulatory filings and assistance with and review of documents filed with the SEC.

	(2)	Audit-related fees for 2022 consisted of fees for professional services rendered in connection with our Form S-3 registration statements.

Exhibit Number		Description

31.3*		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.4*		Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

	KIDPIK CORP.

Date: April 29, 2024	By:	/s/ Ezra Dabah
	Name:	Ezra Dabah
	Title:	President and Chief Executive Officer (Principal Executive Officer)

SEC Form 10-K/A filed by Kidpik Corp. (Amendment)