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~~June 226, 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~~509) ~~300~~900-~~2710~~6287

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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing.~~Agreement

On ~~May~~June 226, 2023, Kaspien ~~Holdings~~ Inc. (~~the~~ “~~Company~~Kaspien”), ~~pursuant~~a towholly-owned ansubsidiary ~~authorization~~of byKaspien ~~its~~Holdings ~~board~~Inc. ~~of directors~~ (the “~~Board~~Company”), ~~notified The~~and ~~Nasdaq~~Channel ~~Stock~~Key, ~~Market~~ LLC (“~~Nasdaq~~Buyer”) ofentered ~~the~~into an ~~Company’s~~Asset ~~decision~~Purchase toAgreement ~~voluntarily~~(the ~~delist~~“Asset ~~its~~Purchase ~~common~~Agreement”), ~~stock~~pursuant ~~from~~to ~~The~~which ~~Nasdaq~~Kaspien ~~Capital~~sold ~~Market~~substantially ~~and~~all ~~its~~of ~~intent~~the toassets ~~file~~of aand ~~Form~~certain 25of ~~with~~ the ~~U.S.~~liabilities ~~Securities~~relating ~~and~~to ~~Exchange~~Kaspien’s ~~Commission~~agency ~~(the~~business ~~“SEC”)~~model onthrough orwhich ~~about~~Kaspien ~~June~~provides 1,support ~~2023.~~services Asfor aaccount ~~result~~management, ~~the~~media ~~Company~~planning, ~~expects~~media ~~the~~analytics, ~~delisting~~search ofstrategy, ~~its~~business ~~common~~planning, ~~stock~~and data reporting to ~~become~~its ~~effective~~partners on(the or“Business” ~~about~~and the transaction, the “Transaction”). The Transaction closed on June 126, 2023.

The ~~Company~~consideration ~~anticipates~~for ~~that~~the ~~its~~sale ~~common~~consisted ~~stock~~of ~~will~~the bebase ~~quoted~~purchase onprice ~~the~~of ~~OTCQB~~$200,000, orpaid ~~other~~in ~~market~~cash, ~~operated~~plus bythe ~~OTC~~assumption ~~Markets~~of ~~Group~~certain ~~Inc~~liabilities. ~~(the~~Kaspien will ~~“OTC”),~~also ~~and~~be itentitled ~~intends~~ to ~~take~~an ~~such~~earnout ~~actions~~payment equal to ~~enable~~50% ~~its~~of ~~common~~the ~~stock~~Total toRevenue bethat ~~quoted~~Buyer onearns ~~the~~for ~~OTCQB~~each orquarter onin ~~another~~the ~~OTC~~12-month ~~market~~period soimmediately ~~that~~following athe ~~trading~~closing ~~market~~of ~~may~~the ~~continue~~Transaction, up to ~~exist~~a ~~for~~maximum ~~its~~aggregate ~~common~~amount ~~stock~~of $550,000. “Total ~~There~~Revenue” will isbe noan ~~guarantee,~~amount ~~however,~~equal ~~that~~to athe ~~broker~~quarterly ~~will continue~~retainer toreceived ~~make~~by aBuyer ~~market~~pursuant into ~~the~~each ~~common~~of ~~stock~~the ~~and~~purchased ~~that~~assets, ~~trading~~plus of the ~~common~~quarterly ~~stock~~commission ~~will~~received ~~continue~~by onBuyer anpursuant ~~OTC~~to ~~market~~each orof ~~otherwise~~the purchased assets.

AtThe ~~this~~parties ~~time,~~to the ~~Company~~Asset isPurchase ~~not~~Agreement ~~taking~~have ~~steps~~each tomade ~~deregister~~customary asrepresentations aand ~~public~~warranties ~~company~~in ~~under~~ the ~~Securities~~Asset ~~Exchange~~Purchase ~~Act~~Agreement, and have agreed to indemnify each other for breaches of ~~1934~~such representations and warranties, subject to certain specified limitations.

~~Item~~The 7Asset Purchase Agreement and the foregoing description has been included to provide the Company’s stockholders with information regarding its terms and is not intended to provide any other factual information about the parties to the Transaction.01 The Asset Purchase Agreement contains representations and warranties by each of the parties to the Asset Purchase Agreement, which are made solely for the benefit of the other parties to the Asset Purchase Agreement. ~~Regulation~~The FDrepresentations ~~Disclosure~~and warranties in the Asset Purchase Agreement (i) are not intended to be treated as categorical statements of fact but rather as a way of allocating risk to one of the parties if any such representation or warranty proves to be inaccurate, (ii) may be subject to standards of materiality applicable to the parties to the Asset Purchase Agreement that differ from what might be viewed as material to shareholders of such party and (iii) were made only as of the date of the Asset Purchase Agreement or such other date or dates as may be specified in the Asset Purchase Agreement. The Company’s stockholders should not rely on the representations, warranties and covenants, or any descriptions thereof, as characterizations of the actual state of facts or condition of the parties to the Transaction.

OnThe ~~May~~foregoing ~~22,~~description ~~2023,~~of the ~~Company~~Asset ~~issued~~Purchase aAgreement ~~press~~is ~~release~~qualified asin ~~required~~its byentirety ~~the Nasdaq listing rules regarding the decision~~ by ~~the~~reference ~~Board~~ to ~~voluntarily delist~~ the ~~Company’s~~complete ~~common~~text ~~stock~~thereof, ~~from~~a ~~The Nasdaq Capital Market. A~~ copy of ~~the~~which ~~press~~is included ~~release~~as isExhibit ~~furnished~~2.1 ~~with~~to 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
2.1	Asset Purchase Agreement dated as of June 6, 2023 by and among Kaspien Inc. and Channel Key, LLC.*
104	Cover Page Interactive Data File, formatted in Inline XBRL (embedded within the Inline XBRL document)
*	Schedules, annexes and exhibits attached to the Asset Purchase Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Kaspien Holdings Inc will furnish the omitted items to the Securities and Exchange Commission upon request by the Commission.

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 22, 2023	Kaspien Holding Inc.
Dated: June 6, 2023	Kaspien Holding Inc.
	By:	~~/s/ Edwin Sapienza~~	/s/ Edwin Sapienza
		~~Name: Edwin Sapienza~~	Name: Edwin Sapienza
		~~Title: Chief Financial Officer~~	Title: Chief Financial Officer

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