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): May 422, 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 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

AsOn ~~previously~~May ~~noted~~22, on2023, ~~the~~Kaspien ~~Company’s~~Holdings ~~Form~~Inc. ~~8-K filed with~~ (the ~~Securities~~“Company”), ~~and~~pursuant ~~Exchange~~to ~~Commission~~an onauthorization ~~December~~by ~~15,~~its ~~2022,~~board ~~Kaspien~~of ~~Holdings Inc.~~directors (the “~~Company~~Board”), ~~had received written notice from~~ notified The Nasdaq Stock Market LLC (“Nasdaq”) ~~that~~of the Company’s isdecision ~~not~~to involuntarily ~~compliance~~delist its common stock from The Nasdaq Capital Market and its intent to file a Form 25 with the ~~minimum~~U.S. ~~bid~~Securities ~~price~~and ~~requirement~~Exchange ~~for~~Commission ~~continued~~(the ~~listing~~“SEC”) on ~~The~~or ~~Nasdaq~~about June 1, ~~Capital~~ 2023. ~~Market~~As ~~under~~a ~~Nasdaq~~result, ~~Listing~~the ~~Rule~~Company ~~5550(a)(2),~~expects ~~and~~the ~~must~~delisting ~~regain~~of ~~compliance~~its ~~with~~common ~~that~~stock ~~requirement~~to bybecome effective on or about June 12, 2023.

~~Separately,~~The onCompany ~~May~~anticipates 4,that ~~2023,~~its common stock will be quoted on the ~~Company~~OTCQB ~~received~~or ~~written~~other ~~notice~~market ~~from~~operated ~~Nasdaq~~by ~~that~~OTC ~~given~~Markets Group Inc. (the “OTC”), ~~reported~~and ~~stockholders’~~it ~~equity~~intends to take such actions to enable its common stock to be quoted on the ~~Company’s~~OTCQB ~~Form 10-K~~or on another OTC market so that a trading market may continue to exist for ~~the~~its ~~year~~common ~~ended~~stock. ~~January~~There 28is no guarantee, ~~2023~~however, ~~the~~that ~~Company~~a ~~also~~broker iswill continue ~~not~~to inmake ~~compliance~~a ~~with~~market in the ~~minimum~~common ~~stockholders’~~stock ~~equity~~and ~~requirement~~that ~~for~~trading ~~continued~~of ~~listing~~the oncommon ~~The~~stock ~~Nasdaq~~will ~~Capital~~continue ~~Market~~on ~~under~~an ~~Nasdaq~~OTC ~~Listing~~market ~~Rule~~or ~~5550(b)(1)~~otherwise.

InAt ~~accordance~~this ~~with the Nasdaq Listing Rules~~time, the Company ~~has~~is ~~been~~not ~~provided~~taking asteps ~~period of 45 calendar days, or until June 20, 2023,~~ to ~~submit~~deregister as a ~~plan~~ topublic ~~Nasdaq~~company tounder ~~regain compliance with~~ the ~~minimum~~Securities ~~stockholders’~~Exchange ~~equity~~Act ~~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 Company to evidence compliance~~1934. ~~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.~~

~~Neither~~Item ~~notice~~7.01. ~~has~~Regulation anFD ~~immediate impact on the listing of the Company’s common stock, which will continue to trade on The Nasdaq Capital Market~~Disclosure.

~~The~~On May 22, 2023, the Company ~~continues~~issued toa ~~monitor~~press ~~its~~release ~~closing~~as ~~bid~~required ~~price~~by ~~for~~the ~~its common~~Nasdaq ~~stock~~listing ~~and~~rules toregarding ~~consider~~the ~~available~~decision ~~options~~by the Board to ~~resolve~~voluntarily delist the Company’s ~~noncompliance~~common ~~with~~stock ~~the~~from ~~minimum~~The ~~bid~~Nasdaq ~~price~~Capital ~~requirement~~Market. ~~and~~A ~~noncompliance~~copy ~~with~~of the ~~minimum~~press ~~stockholders’~~release ~~equity~~is ~~requirement~~furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8‑K is being furnished under Item 7.01 and shall not be 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 9.01.

Financial Statements and Exhibits.

Exhibit Number	Description

99.1	Press Release, dated May 22, 2023

104	Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)

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 9, 2023	Kaspien Holding Inc.
Dated: May 22, 2023	Kaspien Holding Inc.
	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

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