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): ~~September~~October 1326, 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))

☐

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 25.02. ~~RESULTS~~Departure OFof ~~OPERATIONS~~Directors ~~AND~~or ~~FINANCIAL~~Certain ~~CONDITION~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~October 1326, 2022, the board of directors (the “Board”) of Kaspien ~~Holding~~Holdings Inc. ~~issued~~(the a“Company”) ~~press~~appointed ~~release~~Mark ~~announcing~~Holliday ~~its~~as ~~financial~~a ~~results~~director of the Company for ~~its~~the ~~Second~~term ~~Quarter~~expiring ~~ended~~at ~~July~~the ~~30,~~Company’s ~~2022. A~~2023 ~~copy~~Annual Meeting of ~~Kaspien~~ ~~Holdings~~Shareholders ~~Inc.~~Meeting ~~press~~and ~~release~~appointed isMr. ~~furnished~~Holliday ~~with~~to ~~this~~the ~~report~~Audit, asCompensation ~~Exhibit~~and ~~99.1~~Nominating and isGovernance ~~incorporated~~Committees ~~herein~~of bythe ~~reference~~Board.

InThere ~~accordance~~are ~~with~~no ~~General~~arrangements ~~Instruction~~or ~~B.2~~understandings ofbetween ~~Form~~Mr. ~~8-K,~~Holliday ~~the~~and ~~information~~any inother ~~this~~person, ~~Current~~pursuant ~~Report~~to onwhich ~~Form~~Mr. ~~8-K~~Holliday iswas ~~being~~appointed ~~furnished~~to ~~under~~the ~~Item 2~~Board.~~02 and shall~~ ~~not~~ Further, bethere ~~deemed~~are tono betransactions ~~“filed”~~involving ~~for~~Mr. ~~purposes~~Holliday ofthat ~~Section~~require 18disclosure ofpursuant ~~the~~to ~~Securities~~Item ~~Exchange Act of 1934~~ 404(~~the “Exchange Act”~~a) ~~or otherwise subject to the liabilities~~ of ~~such~~Regulation ~~section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act~~S-K.

~~Forward~~In connection with his appointment, Mr. Holliday was granted the same compensation as the other non-~~Looking~~employee ~~Statements~~directors. As such, he is entitled to receive (i) an annual retainer of $50,000 and (ii) an annual equity grant of the lesser of (x) a restricted stock award of the Company’s Class A Common Stock equal to the value of $75,000 or (y) 15,000 restricted stock units, in each case prorated as a result of Mr. Holliday joining the Board following the Annual Meeting of Shareholders in the current fiscal year.

This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements. The statements contained herein that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.

We have 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. 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 of current plans and operations of etailz and the potential difficulties in customer, supplier and employee retention; the outcome of any legal proceedings that may be instituted against the Company; the Company’s level of debt and related restrictions and limitations, unexpected costs, charges, expenses, or liabilities; the Company’s ability to operate as a going-concern; deteriorating economic conditions and macroeconomic factors; the impact of the 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 reader should keep in mind that any forward-looking statement made by us in this document, or elsewhere, pertains only as of the date on which we make it. New risks and uncertainties come up from time-to-time and it’s impossible for us to predict these events or how they may affect us. In light of these risks and uncertainties, you should keep in mind that any forward-looking statements made in this document or elsewhere might not occur.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)EXHIBITS. The following are furnished as Exhibits to this Report:

Exhibit No.	Description
99.1	Kaspien Holding Inc. Press Release dated September 13, 2022.

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: September 14, 2022	Kaspien Holding Inc.
Dated: November 1, 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.