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): ~~April~~May 284, 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)

~~509~~(855) 300-~~900-6287~~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 23.0201. ~~RESULTS~~Notice OFof ~~OPERATIONS~~Delisting ~~AND~~or ~~FINANCIAL~~Failure ~~CONDITION~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~April~~previously 28noted on the Company’s Form 8-K filed with the Securities and Exchange Commission on December 15, ~~2023~~2022, Kaspien ~~Holding~~ Holdings Inc. ~~issued~~(the a“Company”) ~~press~~had ~~release~~received ~~announcing~~written ~~its~~notice ~~financial~~from ~~results~~The ~~for~~Nasdaq ~~its~~Stock ~~Fourth~~Market ~~Quarter~~(“Nasdaq”) ~~and~~that ~~Annual~~the ~~Results~~Company ~~ended~~is ~~January 28,~~not ~~2023. A~~in ~~copy~~compliance ofwith ~~Kaspien~~the ~~Holdings~~minimum ~~Inc.~~bid ~~press~~price ~~release~~requirement isfor ~~furnished~~continued ~~with~~listing ~~this~~on ~~report~~The asNasdaq Capital ~~Exhibit~~Market ~~99.1~~under Nasdaq Listing Rule 5550(a)(2), and ismust ~~incorporated~~regain ~~herein~~compliance with that requirement by ~~reference~~June 12, 2023.

InSeparately, ~~accordance~~on ~~with~~May ~~General~~4, ~~Instruction B.2 of Form 8-K~~2023, the ~~information~~Company inreceived ~~this~~written ~~Current~~notice ~~Report~~from onNasdaq ~~Form~~that ~~8-K~~given isthe ~~being~~reported ~~furnished~~stockholders’ ~~under~~equity ~~Item~~on ~~2.02~~the ~~and~~Company’s ~~shall~~Form ~~not~~ 10-K ~~be deemed to be “filed”~~ for ~~purposes of Section 18 of~~ the ~~Securities~~year ~~Exchange~~ended ~~Act~~January of28, ~~1934~~2023, (the ~~“Exchange~~Company ~~Act”)~~also oris ~~otherwise~~not ~~subject~~in tocompliance with the ~~liabilities~~minimum ofstockholders’ ~~such~~equity ~~section,~~requirement ~~nor~~for ~~shall~~continued ~~such~~listing ~~information~~on beThe ~~deemed~~Nasdaq ~~incorporated~~Capital byMarket ~~reference in any filing~~ under ~~the~~Nasdaq ~~Securities~~Listing ~~Act~~Rule ~~of 1933 or the Exchange Act~~5550(b)(1).

~~Forward-Looking~~In accordance with the Nasdaq Listing Rules, the Company has been provided a period of 45 calendar days, or until June 20, 2023, to submit a plan to Nasdaq to regain compliance with the minimum stockholders’ equity requirement. If the Company’s plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of its letter, or until October 31, 2023, for the ~~Statements~~Company to evidence compliance. If the Company’s plan is not accepted, the Company expects that at that time Nasdaq will provide written notice to the Company that the Company’s common stock will be subject to delisting.

~~This~~Neither ~~Current~~notice ~~Report~~has onan ~~Form~~immediate ~~8-K~~impact ~~contains~~on ~~forward-looking statements within~~ the ~~meaning~~listing of the ~~Private~~Company’s ~~Securities~~common ~~Litigation~~stock, ~~Reform~~which ~~Act~~will ofcontinue ~~1995.~~to ~~Certain~~trade ~~statements~~on ~~in this communication are forward-looking statements.~~ The ~~statements contained herein that are not statements of historical fact may include~~Nasdaq ~~forward-looking~~Capital ~~statements that involve a number of risks and uncertainties~~Market.

WeThe ~~have~~Company ~~used~~continues ~~the~~to ~~words~~monitor ~~“anticipate”,~~its ~~“believe”,~~closing ~~“could”,~~bid ~~“estimate”,~~price ~~“expect”,~~for ~~“intend”, “may”, “plan”, “predict”, “project”, and similar terms and phrases, including~~its ~~references~~ common tostock ~~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~~consider ~~and~~available ~~factors~~options ~~that could cause actual results~~ to ~~differ~~resolve ~~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~~noncompliance ~~statements: risk~~with ~~of disruption of current plans and operations of etailz and~~ the ~~potential~~minimum ~~difficulties~~bid inprice ~~customer,~~requirement ~~supplier~~ and ~~employee~~noncompliance ~~retention;~~with the ~~outcome~~minimum ~~of any legal proceedings that may be instituted against the Company; the Company~~stockholders’s ~~level~~equity 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-Krequirement.

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

Exhibit No.	Description
99.1	Kaspien Holding Inc. Press Release dated April 28, 2023.

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: May 1, 2023	Kaspien Holding Inc.
Dated: May 9, 2023	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 April 28, 2023

Filing Compare · Kaspien Holdings Inc.