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): ~~August~~September 213, 2022

Kaspien Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

New York	0-14818	14-1541629
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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):

☐

Written communication 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 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))

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:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common shares, $0.01 par value per share	KSPN	NASDAQ Stock Market

~~Item~~ITEM 12.0102. ~~Entry~~RESULTS ~~into~~OF aOPERATIONS ~~Material~~AND ~~Definitive~~FINANCIAL ~~Agreement.~~CONDITION

On ~~August~~September 213, 2022, Kaspien ~~Holdings~~Holding Inc. ~~(the~~issued ~~“Company”),~~a ~~the Robert~~press J.release ~~Higgins~~announcing ~~TWMC~~its ~~Trust,~~financial ~~RJHDC,~~results ~~LLC,~~for ~~Alimco~~its ReSecond ~~Ltd.,~~Quarter ~~Mr.~~ended ~~Thomas~~July ~~C. Simpson~~30, ~~Kick-Start~~2022. A I,copy ~~LLC,~~of Kaspien ~~Kick-Start~~Holdings ~~III,~~Inc. ~~LLC~~press ~~and~~release ~~Kick-Start~~is ~~IV,~~furnished ~~LLC,~~with ~~and~~this ~~the~~report ~~other~~as ~~parties~~Exhibit ~~thereto entered into Amendment No~~99. 1 ~~to Voting Agreement (“Amendment No. 1”) setting forth their agreements~~ and ~~understandings~~is ~~with~~incorporated ~~respect~~herein ~~to how shares of the Company’s capital stock held~~ by the parties thereto will be voted with respect to (i) amending the Certificate of Incorporation of the Company to set the size of the Board of Directors of the Company (the “Board”) at four directors and (ii) the designation, election, removal, and replacement of members of the Boardreference.

~~The~~In ~~foregoing~~accordance ~~summary~~with isGeneral ~~qualified~~Instruction inB.2 ~~its~~of ~~entirety~~Form by8-K, ~~reference~~the toinformation ~~Amendment~~in ~~No.1,~~this aCurrent ~~copy~~Report ofon ~~which~~Form 8-K is ~~filed~~being ~~hereto~~furnished asunder ~~Exhibit~~Item 102.102 and shall ~~and~~not ~~incorporated~~be ~~herein~~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.

~~Item~~Forward-Looking ~~3.03 Material Modification to Rights of Security Holders~~Statements

~~The~~This ~~applicable~~Current ~~information~~Report ~~set~~on ~~forth~~Form in8-K ~~Items~~contains ~~5.03~~forward-looking statements within the meaning of ~~this~~the ~~Current~~Private ~~Report~~Securities onLitigation ~~Form~~Reform ~~8-K~~Act isof ~~incorporated~~1995. byCertain ~~reference~~statements in this ~~Item~~communication 3are forward-looking statements.03 The statements contained herein that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

~~Item~~We 5have 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.02 ~~Departure~~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 ~~Directors~~of orcurrent ~~Certain~~plans ~~Officers;~~and ~~Election~~operations of ~~Directors~~etailz and the potential difficulties in customer, supplier and employee retention; the outcome of any legal proceedings that may be instituted against the Company; ~~Appointment~~the Company’s level of ~~Certain~~debt ~~Officers~~and related restrictions and limitations, unexpected costs, charges, expenses, or liabilities; the Company’s ability to operate as a going-concern; ~~Compensatory~~deteriorating ~~Arrangements~~economic conditions and macroeconomic factors; the impact of ~~Certain~~the ~~Officers~~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 ~~Board~~reader ~~approved,~~should ~~subject~~keep toin ~~stockholder~~mind ~~approval~~that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the ~~Kaspien~~ ~~Holdings~~date ~~Inc.~~on ~~2005~~which ~~Long~~we ~~Term~~make ~~Incentive~~it. New risks and ~~Share~~uncertainties ~~Award~~come ~~Plan,~~up asfrom ~~amended~~time-to-time and ~~restated~~it’s onimpossible ~~August~~for 2,us ~~2022~~to ~~(the~~predict ~~“Plan”)~~these events or how they may affect us. ~~The~~In ~~Plan,~~light asof ~~amended~~these risks and ~~restated~~uncertainties, you should keep in mind that any forward-looking statements made in this document ~~provides~~or ~~for~~elsewhere ~~the~~might ~~following~~not ~~key changes:~~occur.

~~• The~~ITEM ~~share~~9.01. ~~reserve~~FINANCIAL ~~for~~STATEMENTS ~~awards~~AND ~~granted after August 2, 2022 (the “Effective Date”) is increased to 500,000 Shares (from 156,346 Shares on August 2, 2022);~~EXHIBITS

~~• The annual cap on options and stock appreciation rights granted under the Plan to each non-employee director is increased to 10,000~~ (~~from 1,250~~d),EXHIBITS. ~~and~~The ~~the~~following ~~corresponding~~are ~~annual~~furnished ~~cap~~as ~~for~~Exhibits ~~awards (other than options or stock appreciation rights) granted~~ to ~~each~~this ~~non-employee director is increased to 15,000 (from 3,750);~~Report:

• Provisions designed to allow compliance with an exception to nondeductibility of certain executive compensation under Section 162(m) of the Code are deleted since the exception was repealed by Congress and is no longer applicable; and

Exhibit No.	Description

99.1	Kaspien Holding Inc. Press Release dated September 13, 2022.

• The term of the Plan is extended until ten years after the Effective Date.

The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is filed hereto as Exhibit 10.2 and incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or By-Laws; Change in Fiscal Year.

Item 5.03(a)(i). Amendment to Certificate of Incorporation.

Kaspien Holdings Inc. (the “Company”) intends to file with the State of New York Department of State a Certificate of Amendment of its Certificate of Incorporation, setting the size of the Board of Directors (the “Board”) at four directors.

The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 5.03(a)(ii). Amendment to By-Laws.

Effective as of the filing of the Certificate of Amendment described above, the Company’s Bylaws shall be amended to set the size of the Board at four directors and provide for the filling of director vacancies.

The amendment to the Bylaws is filed as Exhibit 3.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Exhibits. The following exhibits are included in this report:

No.		Description
3.1		Certificate of Amendment of Certificate of Incorporation of Kaspien Holdings Inc.
3.2		Amendment No. 4 to Bylaws of Kaspien Holdings Inc.
10.1		Voting Agreement
10.2		2005 Long Term Incentive and Share Award Plan, as amended and restated on August 2, 2022
104		Cover Page Interactive Data File (formatted in iXBRL)

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: August 2, 2022	Kaspien Holdings Inc.
Dated: September 14, 2022	Kaspien Holding Inc.
	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description

99.1	Kaspien Holding Inc. press release date September 13, 2022

Filing Compare · Kaspien Holdings Inc.