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~~December 121, 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)

~~509-900-6287~~(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	OTCQB

~~ITEM~~Item 2.~~02.~~05 ~~RESULTS~~Costs OFAssociated ~~OPERATIONS~~with ~~AND~~Exit ~~FINANCIAL~~or ~~CONDITION~~Disposal Activities.

OnAfter ~~September~~an ~~12,~~assessment ~~2023~~of our current cash and liquidity position, ~~Kaspien~~we ~~Holding~~decided ~~Inc.~~to ~~issued~~initiate a ~~press~~reduction ~~release~~in ~~announcing~~force ~~its~~of ~~financial~~substantially ~~results~~all ~~for~~of ~~its~~our ~~Second~~employees ~~Quarter~~other ~~ended~~than a ~~July~~core 29group of employees. We estimate that we will incur approximately $1.8 million for retention, severance and other employee termination-related costs in the fourth quarter of 2023. AWe ~~copy~~expect ofto substantially complete the workforce reduction ~~Kaspien~~ prior ~~Holdings~~to ~~Inc.~~the ~~press~~end ~~release~~of isJanuary ~~furnished~~2024. The ~~with~~estimate ~~this~~of ~~report~~costs asthat ~~Exhibit~~the ~~99.1~~Company expects to incur and isthe ~~incorporated~~timing ~~herein~~thereof byare ~~reference~~subject to a number of assumptions, and actual results may differ.

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 2.02 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.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements ~~within~~, including statements made pursuant to the ~~meaning~~safe harbor provisions of the Private Securities Litigation Reform Act of 1995. ~~Certain~~These statements inmay ~~this~~be ~~communication~~identified by words and phrases such as “aims,” “anticipates,” “believes,” “could,” “designed to,” “estimates,” “expects,” “forecasts,” “goal,” “intends,” “may,” “plans,” “possible,” “potential,” “seeks,” “will,” and variations of these words and phrases or similar expressions that are intended to identify forward-looking statements. ~~The~~These forward-looking statements ~~contained~~include, ~~herein~~without ~~that~~limitation, ~~are~~statements ~~not~~regarding ~~statements~~the Company’s estimate of ~~historical~~costs ~~fact~~that ~~may~~it ~~include forward~~expects to incur in connection with the reduction-~~looking~~in-force. Any such statements that ~~involve~~are anot ~~number~~statements of ~~risks~~historical ~~and~~fact ~~uncertainties~~may be deemed to be forward-looking statements.

WeAny ~~have~~forward-looking ~~used~~statements ~~the~~are ~~words~~based ~~“anticipate”,~~on ~~“believe”,~~the ~~“could”,~~Company’s ~~“estimate”,~~current ~~“expect”~~expectations, ~~“intend”,~~estimates ~~“may”, “plan”, “predict”, “project”,~~ and ~~similar~~projections ~~terms~~only ~~and~~as ~~phrases,~~of ~~including references~~the todate ~~assumptions,~~of in this ~~document~~Current toReport ~~identify~~on Form ~~forward~~8-~~looking~~K ~~statements.~~and ~~These forward-looking statements~~ are ~~made~~subject ~~based~~to ona ~~management’s~~number ~~expectations~~of ~~and~~risks ~~beliefs concerning future events~~ and ~~are subject to~~ uncertainties ~~and factors~~ that could cause actual results to differ materially and adversely from ~~the~~those ~~results~~set ~~expressed~~forth in ~~the~~or implied by such forward-looking statements. ~~The~~For ~~following~~a ~~factors~~discussion ~~are~~of ~~among~~these ~~those~~and ~~that~~other ~~may~~risks ~~cause~~and uncertainties, ~~actual~~and ~~results~~other toimportant ~~differ~~factors, ~~materially~~any ~~from~~of which could cause the Company’s ~~forward-looking~~actual ~~statements: risk~~results ~~of disruption~~to ofdiffer ~~current~~materially ~~plans~~ and ~~operations~~adversely offrom ~~etailz~~those ~~and~~contained in the ~~potential~~forward-looking ~~difficulties in customer~~statements, ~~supplier~~see ~~and employee retention;~~ the ~~outcome~~section ofentitled ~~any~~“Risk ~~legal~~Factors” ~~proceedings~~in ~~that may be instituted against~~ the Company~~; the Company~~’s ~~level of debt and~~most ~~related~~ recent ~~restrictions~~Annual ~~and~~Report ~~limitations,~~on ~~unexpected~~Form ~~costs,~~10-K ~~charges,~~and ~~expenses,~~our orsubsequent ~~liabilities;~~periodic ~~the~~reports ~~Company’s~~on ~~ability~~Form to10-Q, ~~operate~~ as awell ~~going-concern;~~as ~~deteriorating~~discussions ~~economic~~of ~~conditions~~potential ~~and~~risks, ~~macroeconomic~~uncertainties, ~~factors;~~ and other ~~risks~~important ~~described~~factors in the Company’s other filings with the SEC,. ~~such~~The asCompany ~~its~~explicitly ~~Quarterly~~disclaims any ~~Reports~~obligation onto ~~Form~~update 10any forward-Qlooking ~~and~~statements ~~Annual~~except ~~Reports~~to onthe ~~Form~~extent ~~10-K~~required by law.

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 12, 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: September 18, 2023	Kaspien Holding Inc.
Dated: December 4, 2023	Kaspien Holdings Inc.
	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

Name: Edwin Sapienza Title: Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Kaspien Holding Inc. press release date September 12, 2023

Filing Compare · Kaspien Holdings Inc.