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): ~~December~~March 1430, ~~2022~~2023

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 35.0102. ~~Notice~~Departure of ~~Delisting~~Directors or ~~Failure~~Certain toOfficers; ~~Satisfy~~Election aof ~~Continued~~Directors; ~~Listing~~Appointment ~~Rule~~of orCertain ~~Standard~~Officers; ~~Transfer~~Compensatory Arrangements of ~~Listing~~Certain Officers.

OnThe ~~December~~board ~~14,~~of ~~2022,~~directors of Kaspien Holdings Inc. (the “Company”) ~~received~~has ~~written~~appointed ~~notice~~Brock ~~(the~~Kowalchuk ~~“Notice”)~~as ~~from~~Chief ~~The~~Executive ~~Nasdaq~~Officer ~~Stock~~of ~~Market (“Nasdaq”) that~~ the ~~closing~~Company, ~~bid~~effective ~~price~~March ~~for~~30, 2023. ~~its~~Mr. ~~common~~Kowalchuk ~~stock~~previously had ~~been~~served ~~below~~as ~~$1.00~~Interim ~~for~~Chief ~~the~~Executive ~~previous~~Officer 30of ~~consecutive business days, and that~~ the Company ~~therefore~~since isMarch ~~not~~11, ~~in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2)~~2022.

InBiographical ~~accordance~~and ~~with~~other ~~Nasdaq~~information ~~Listing~~regarding ~~Rule~~Mr. ~~5810(c)(3)(A),~~Kowalchuk was included in the Company’s ~~has~~Current ~~been~~Reports ~~provided~~on aForm ~~period~~8-K offiled ~~180~~with ~~calendar~~the ~~days,~~Securities orand ~~until~~Exchange Commission ~~June~~(the 12“SEC”) on March 11, ~~2023,~~ to2022 ~~regain~~and ~~compliance~~April 1, 2022. In ~~order~~connection towith ~~regain~~his ~~compliance~~appointment ~~with~~as ~~the~~Chief ~~minimum~~Executive ~~closing~~Officer, ~~bid~~Mr. ~~price~~Kowalchuk’s ~~rule,~~base ~~the~~salary ~~closing~~has ~~bid~~been ~~price~~increased from an annual rate of ~~the~~$280,000 ~~Company’s~~to ~~common~~$300,000, ~~stock~~subject ~~must~~to applicable withholdings. He also will be ateligible ~~least~~to ~~$1.00~~receive ~~for~~a discretionary performance bonus with a ~~minimum~~target of ~~ten~~50% ~~consecutive~~of ~~business~~his ~~days~~annual ~~during~~base ~~the compliance period~~salary. If ~~the~~The ~~Company~~bonus ~~does~~amounts ~~not~~will ~~regain~~be ~~compliance~~payable ~~during~~only ~~the~~if ~~initial~~Mr. ~~compliance~~Kowalchuk ~~period,~~is employed by the Company ~~may~~on the beapplicable ~~eligible~~payment ~~for~~dates. ~~additional~~Aside ~~time~~from tothe ~~regain~~changes ~~compliance.~~described Ifherein, ~~the~~there ~~Company~~ is ~~not~~no ~~eligible,~~change ~~the~~to ~~Company~~Mr. ~~expects~~Kowalchuk’s ~~that~~compensation atin ~~that~~connection ~~time~~with ~~Nasdaq~~his ~~will~~appointment ~~provide written~~as ~~notice~~Chief toExecutive ~~the~~Officer ~~Company~~from ~~that~~what was described in the Company’s ~~common~~Current ~~stock~~Report on ~~will~~Form be8-K ~~subject~~filed towith ~~delisting~~the SEC on April 1, 2022.

The Notice has no immediate impact on the listing of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market. The Company intends to monitor its closing bid price for its common stock between now and June 12, 2023 and will consider available options to resolve the Company’s noncompliance with the minimum bid price requirement, as may be necessary.

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: December 15, 2022	Kaspien Holding Inc.
Dated: April 5, 2023	Kaspien Holding Inc.
	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

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