UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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~~January 206, ~~2024~~2025

Kidpik Corp.

(Exact name of registrant as specified in its charter)

Delaware

001-41032

81-3640708

(State or other jurisdiction of
incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification Number)

200 Park Avenue South, 3rd Floor

New York, New York

10003

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (212) 399-2323

Not Applicable

(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 communications 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 Stock, $0.001 par value per share		~~PIK~~PIKM		~~The NASDAQ Stock Market LLC~~None(1)

⁽¹⁾On December 20, 2024, Kidpik Corp. (the “Company”) received written notice from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined that the Company’s common stock would be delisted from Nasdaq. On December 26, 2024, the Company’s common stock was suspended from trading and began trading on the OTC Pink Market under the symbol “PIKM.”

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 1.02. Termination of a Material Definitive Agreement.

On January 6, 2025, Nina Footwear Corp., a Delaware corporation (“Nina Footwear”), terminated the Agreement and Plan of Merger and Reorganization (as amended, the “Merger Agreement”), originally entered into on March 29, 2024, by and among Kidpik Corp. (the “Company”, “we” and “us”), Nina Footwear and Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Kidpik (“Merger Sub”), which contemplated Merger Sub being merged with and into Nina Footwear, with Nina Footwear surviving as a wholly-owned subsidiary of Kidpik (the “Merger”), by delivering a notice of termination to the Company’s Strategy and Alternatives Committee (the “Termination Notice”).

Pursuant to the Merger Agreement, either party could terminate the Merger Agreement if the Merger was not consummated by December 31, 2024, subject to certain extension rights, and Nina Footwear could terminate the Merger Agreement if certain material adverse effects affecting the Company occurred. The Termination Notice provides for termination of the Merger Agreement due to the failure of the Merger to close by December 31, 2024, and Kidpik’s failure to meet the condition to closing of the Merger which required Kidpik’s common stock to be traded on Nasdaq at closing. The Company does not plan to challenge the termination of the Merger Agreement.

Upon termination of the Merger Agreement there was no termination fee or expense reimbursement payable by either party in connection with the termination.

The foregoing description of the Merger Agreement (as amended or modified from time to time) does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement and its amendment, which are incorporated by reference herein as Exhibits 2.1 and 2.2.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~December~~previously ~~20,~~disclosed ~~2024,~~by ~~Kidpik~~the ~~Corp.~~Company in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “~~Company~~Commission”~~, “we”~~ ~~and~~or the “usSEC”) on December 26, 2024, on December 20, 2024, the Company received notice from The Nasdaq Stock Market LLC (“Nasdaq”) indicating that the Nasdaq Hearings Panel (the “Panel”) ~~has~~ had determined to delist the Company’s securities from Nasdaq based upon the Company’s non-compliance with Listing Rule 5550(b)(1), ~~the~~ ~~Exchange~~Nasdaq’s minimum shareholders’ equity rule (the “Equity Rule”). As a result of the Panel’s decision, Nasdaq ~~will~~suspended ~~suspend~~ trading in the Company’s securities effective at the open of business on Thursday, December 26, 2024. ~~The~~Concurrent ~~Company anticipates that, concurrent~~ with the suspension of trading of its common stock on Nasdaq, the Company’s shares ~~will~~began ~~begin~~ trading on the OTC Markets’ “OTC Pink Market” tier under the symbol “~~PIK~~PIKM.”

AsAt ~~previously disclosed, on April 16, 2024,~~ the ~~Listing~~time ~~Qualifications~~of ~~department (~~the ~~“Staff”)~~filing of ~~Nasdaq notified~~ the ~~Company~~ ~~that~~December ~~its~~26, ~~stockholders’~~2024, ~~equity~~Current ~~as reported in its Annual~~ Report on Form 108-K, ~~for~~ the ~~period~~Company ~~ending~~disclosed ~~December~~that ~~30,~~it ~~2023~~intended ~~(the “Form~~to ~~10-K”),~~appeal ~~did not meet~~ the ~~minimum stockholders~~Panel’ ~~equity requirement ($2.5 million) for continued listing~~s ondecision; ~~the~~however, ~~Nasdaq~~as ~~Capital~~a ~~Market~~result ~~and~~of ~~that~~ the ~~Company~~termination ~~was out~~ of ~~compliance with~~ the ~~Equity~~Merger ~~Rule.~~Agreement, ~~The~~the Company ~~subsequently~~determined ~~submitted a plan of compliance to regain compliance with the Equity Rule, and~~ that it ~~expected~~would tobe ~~regain~~unable ~~compliance~~to ~~with~~timely meet the Equity Rule ~~upon the closing of our previously announced March 29, 2024, Agreement~~ and ~~Plan~~that ofsuch ~~Merger~~an ~~and~~appeal ~~Reorganization~~would ~~(the~~likely ~~“Merger~~be ~~Agreement”) entered into between the Company, Nina Footwear Corp~~denied., As a ~~Delaware corporation~~result, ~~which~~on ~~entity~~January ~~Mr. Dabah controls (“Nina Footwear”)~~6, ~~and~~ ~~Kidpik Merger Sub~~2025, ~~Inc., a Delaware corporation and wholly-owned subsidiary of~~ the Company ~~(“Merger~~determined ~~Sub”), pursuant~~ to ~~which,~~not ~~upon~~move ~~the terms and subject to the satisfaction of the conditions described in the Merger Agreement, Merger Sub will be merged~~forward with ~~and into Nina Footwear, with Nina Footwear surviving as a wholly-owned subsidiary of Kidpik (~~the ~~“Merger”)~~appeal.

~~However,~~The ~~due~~Nasdaq toListing ~~certain delays in completing the Merger~~ and ~~re-meeting~~Hearing ~~the~~Review ~~Equity~~Council ~~Rule~~may, on ~~October~~its 2,own ~~2024~~motion, determine to review the ~~Company~~Panel’s ~~received~~decision awithin ~~delist~~45 ~~determination~~calendar days ~~letter~~after ~~from~~ the ~~Staff~~December 20, ~~notifying~~2024, ~~the~~Nasdaq ~~Company~~Delisting ~~that~~Notice. In connection with the ~~Staff~~Nasdaq ~~had~~Delisting ~~determined~~Notice, ~~that~~Nasdaq ~~the~~will ~~Company~~complete ~~did~~the ~~not~~delisting by ~~provide~~filing a ~~definitive~~Notification ~~plan~~of ~~evidencing its~~Removal ~~ability~~from toListing ~~achieve~~and/or ~~compliance~~Registration ~~with~~under ~~the~~Section ~~continued~~12(b) ~~listing~~of ~~requirements~~the Securities and toExchange ~~deny~~Act ~~the~~of ~~Company’s~~1934 ~~request~~on Form ~~for~~25 ~~continued~~with ~~listing on~~the ~~The~~Commission after the applicable Nasdaq ~~Capital~~review ~~Market~~and appeal periods have lapsed.

The Company’s ~~subsequently~~common ~~appealed~~stock ~~the~~is ~~Staff’s~~currently ~~determination~~quoted toon the ~~Panel~~OTC ~~and~~Markets’ ~~the~~“OTC ~~Panel~~Pink ~~denied~~Market” tier under the symbol “PIK”. The Company’s ~~appeal~~can ~~and~~provide ~~determined~~no assurances that any broker-dealer will make a market in its common stock or that totrading ~~delist~~levels, ~~the~~liquidity, or quotation prices will be maintained. The Company’s ~~securities~~also ~~notwithstanding~~cautions its shareholders that trading on the ~~pending~~“OTC Pink ~~Merger~~Market” may be subject to limited availability of information, reduced transparency, and greater volatility.

~~The~~Item Company has 15 days after the date of the Nasdaq Delisting Notice to request that the Panel review the decision, or the Nasdaq Listing and Hearing Review Council may, on its own motion, determine to review the Panel’s decision within 45 calendar days after the Nasdaq Delisting Notice8.01. InOther connection with the Nasdaq Delisting Notice, Nasdaq will complete the delisting by filing a Notification of Removal from Listing and/or Registration under Section 12(b) of the Securities and Exchange Act of 1934 on Form 25 with the Commission after the applicable Nasdaq review and appeal periods have lapsedEvents.

~~The~~With ~~Company~~the ~~intends~~delisting toof ~~appeal~~ the ~~Panel~~Company’s ~~decision~~common stock from Nasdaq, the Company no longer meets the required conditions precedent to the ~~Nasdaq~~sale of ~~Listing~~up ~~and~~to ~~Hearing~~an ~~Review~~additional ~~Council~~$1,500,000 in convertible debentures which were expected to be sold for $1,350,000 pursuant to the terms of a May 31, 2024 Securities Purchase Agreement (the “~~Council~~SPA”) entered into with EF Hutton YA Fund, LP, as previously disclosed in the Current Report on Form 8-K filed by the Company with the Commission on June 5, 2024, and as a result, the Company no longer expects to sell any additional convertible debentures under the SPA.

AnFollowing ~~appeal~~the totermination of the ~~Council~~Merger ~~will~~and ~~not~~to ~~stay~~ the ~~delisting~~extent ofthat that the Company’s ~~securities.~~has ~~Once~~ the ~~Company’s~~financial ~~securities~~means ~~are~~to ~~delisted~~do so, ~~there~~ the Company may explore bestrategic alternatives focused on maximizing shareholder value including a ~~very~~potential ~~limited~~sale ~~market~~of inassets ~~which~~of the Company’s, ~~shares~~a ~~are~~sale ~~traded~~of the Company, another merger, liquidation or other strategic action, including a potential bankruptcy. There can be no assurance that the Company’s ~~stockholders~~will ~~may~~have ~~find~~sufficient itfunds ~~difficult~~ to ~~sell~~explore ~~their~~strategic ~~shares~~alternatives, ofthat the ~~Company~~exploration ~~and~~of ~~the~~strategic ~~trading~~alternatives ~~price~~will result ofin ~~the~~any ~~Company’s~~agreements ~~securities~~or transactions, or that, if ~~any~~completed, ~~may~~any agreements or transactions will be ~~adversely~~successful ~~affected~~or on attractive terms. The Company does not expect to disclose or provide an update concerning developments related to this process until the Company enters into definitive agreements or arrangements with respect to a transaction or otherwise determines that other disclosure is necessary or appropriate.

~~Item~~On 3January 8, 2025, the Company issued a press release announcing the termination of the Merger Agreement and decision not to move forward with the appeal of the Panel’s determination to delist the Company’s common stock from Nasdaq.~~02.~~ ~~Unregistered~~A ~~Sales~~copy of ~~Equity~~the ~~Securities~~press release is attached as Exhibit 99.1 and incorporated herein by reference.

As previously disclosed in the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on June 5, 2024, on May 31, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with EF Hutton YA Fund, LP (the “Investor”). Pursuant to the SPA, we agreed to sell the Investor three tranches of convertible debentures, in an aggregate principal amount of $2,000,000 (the “Convertible Debentures”), including the first tranche of Convertible Debentures with a face amount of $500,000 (the “Initial Debenture”) which was sold to the Investor on May 31, 2024. On December 23, 2024, the Investor converted the remaining $300,000 owed under the Initial Debenture into common stock of the Company, as discussed below, leaving a balance of $0 owed under the Initial Debenture as of the date of this Report.

On December 23, 2024, the Investor converted the remaining $300,000 of the principal amount of the Initial Debenture into 166,554 shares of common stock of the Company, at a conversion price of $1.8012 per share, pursuant to the terms of the Initial Debenture.

We claim an exemption from registration provided by Section 3(a)(9) of the Securities Act of 1933, as amended (the “Securities Act”), for such issuances of common stock upon conversion of the Initial Debenture, as the securities were exchanged by us with our existing security holder in a transaction where no commission or other remuneration was paid or given directly or indirectly for soliciting such exchanges.

Item 7.01. Regulation FD Disclosure.

On December 26, 2024, the Company issued a press release announcing the receipt of the Panel letter and suspension of trading on Nasdaq and its intention to appeal. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

The information contained in, or incorporated into, this Item 7.01 of this Current Report, is furnished under Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act or the Exchange Act regardless of any general incorporation language in such filings.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibit No.		Description
99.1**		Press Release dated December 26, 2024
2.1#£		Agreement and Plan of Merger and Reorganization, dated March 29, 2024, by and among Kidpik Corp., Kidpik Merger Sub, Inc. and Nina Footwear Corp. (Filed as Exhibit 2.1 to the Current Report on Form 8-K filed by the Company with the SEC on April 1, 2024, and incorporated herein by reference)
2.2		First Amendment to Agreement and Plan of Merger and Reorganization, dated July 2024, by and among Kidpik Corp., Kidpik Merger Sub, Inc. and Nina Footwear Corp. (Filed as Exhibit 2.2 to the Current Report on Form 8-K filed by the Company with the SEC on July 26, 2024, and incorporated herein by reference)
99.1*		Press Release dated January 8, 2025
104		Inline XBRL for the cover page of this Current Report on Form 8-K

* Filed herewith.

**# Certain ~~Furnished~~schedules ~~herewith~~and exhibits have been omitted pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Commission upon request; provided, however that Kidpik Corp. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished.

£ Certain personal information which would constitute an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

Non-Active Hyperlinks

The inclusion of any website address in this Form 8-K, and any exhibit thereto, is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, such website is not part of or incorporated into this Form 8-K.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Current Report on Form 8-K and the press release attached, regarding matters that are not historical facts, are forward-looking statements within the meaning of Section 21E of the Securities and Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995 (the “PSLRA”). These include, but are not limited to, statements ~~regarding~~relating ~~the~~to ~~anticipated~~exploring ~~completion~~strategic alternatives, ~~timing~~to ~~and effects of~~ the ~~proposed~~extent ~~merger~~that ~~(the “Merger”) contemplated by~~ that ~~certain Agreement and Plan of Merger and Reorganization (~~the ~~“Merger~~Company ~~Agreement”)~~has ~~entered into between~~ the ~~Company,~~financial ~~Nina~~means ~~Footwear Corp.,~~to ado ~~Delaware corporation (“Nina Footwear”)~~so, ~~and~~that ~~Kidpik~~may ~~Merger~~include ~~Sub, Inc., a Delaware corporation and wholly-owned~~sale ~~subsidiary~~ of ~~Kidpik~~assets ~~(“Merger Sub”), projections and estimates~~ of ~~Kidpik’s corporate strategies, future operations and plans, including~~ the ~~costs thereof; and other statements regarding management’s intentions~~Company, ~~plans,~~a ~~beliefs,~~sale ~~expectations~~of ~~or forecasts for~~ the ~~future. No forward-looking statement can be guaranteed~~Company, ~~and actual results may differ materially from those projected. Kidpik and Nina Footwear undertake no obligation to publicly update any forward-looking statement, whether as~~ a ~~result~~merger ~~of new information, future events~~ or ~~otherwise,~~other ~~except~~strategic ~~to the extent required by law. We use words such as “anticipates~~action,” ~~“believes,” “plans,”~~including ~~“expects~~bankruptcy,” “projects,” “future,” “intends,” “may,” “will,” “should,” “could,” “estimates,” “predicts,” “potential,” “continue,” “guidance,” and similar expressions to identify these forward-looking statements that are intended to be covered by the ~~safe-harbor~~timing ~~provisions~~ of ~~the~~such ~~PSLRA.~~strategic ~~Such~~alternatives ~~forward-looking statements are based on our expectations~~ and ~~involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in~~ the ~~statements~~value ~~due~~ to ashareholders ~~number~~resulting ~~of factors~~therefrom, including, but not limited to, the ~~outcome~~fact ~~of any legal proceedings~~ that shareholders may ~~be instituted against Nina Footwear or Kidpik following the announcement of the Merger; the inability~~receive tono ~~complete~~value the Merger, including due to the failure to obtain approval of the stockholders of Kidpik or Nina Footwear, the failure to timely obtain required financial statements or to finalize or clear SEC comments on our proxy statement; delays in ~~obtaining,~~a ~~adverse conditions~~bankruptcy contained in, or the inability to obtain necessary regulatory approvals or complete regular reviews required to complete the Merger, if any; the inability to recognize the anticipated benefits of the Merger, which may be affected by, among other things, competition, the ability of the combined company to grow and ~~successfully execute on its business plan; costs related to the Merger; the timing to complete the Merger; changes in the applicable laws or regulations; the possibility that the combined company~~ may behave ~~adversely~~their ~~affected by~~equity ~~other economic~~cancelled, ~~business,~~considering ~~and/or competitive factors; timing to complete~~ the ~~Merger; the combined company~~Company’s ~~ability~~significant tooutstanding ~~manage future growth~~debt; ~~the combined company’s ability to raise funding; the complexity of numerous regulatory and legal requirements that~~projections ~~the combined company needs to comply with to operate its business; the reliance on the combined company’s management; the prior experience~~ and ~~successes~~estimates of the ~~combined company~~Company’s ~~management~~corporate ~~team~~strategies, ~~are not indicative of any~~ future ~~success;~~operations ~~Kidpik’s~~ and ~~the~~ ~~combined company’s ability to meet Nasdaq’s continued listing requirements~~plans, including the ~~fact~~costs ~~that~~thereof; ~~Kidpik~~and isother ~~not currently~~statements inregarding ~~compliance with Nasdaq~~management’s ~~continued~~intentions, ~~listing~~plans, ~~standards;~~beliefs, ~~the~~expectations ~~fact~~or ~~that~~forecasts ~~Nasdaq~~for ~~has determined to delist Kidpik’s common stock and~~ the ~~outcome of a planned appeal of the panel hearing’s determination to delist Kidpik’s common stock~~future; ~~Kidpik and~~ the ~~combined~~ ~~company’s~~ ability ~~to maintain the listing~~ of ~~their common stock on Nasdaq, including as a result of~~ the Company~~’s non-compliance~~ ~~with Nasdaq’s continued listing rules and recent delisting notices; the ability~~ to obtain additional funding, the terms of such funding and potential dilution caused thereby; ~~dilution caused by~~ the ~~conversion of convertible debentures; the~~ continuing effect of ~~changing~~changes in interest rates and inflation on ~~Kidpik’s and~~ the ~~combined company~~Company’s operations, sales, and market for ~~their~~ its products; deterioration of the global economic environment; rising interest rates and inflation and ~~Kidpik’s and~~ the ~~combined company~~Company’s ability to control costs, including employee wages and benefits and other operating expenses; ~~Kidpik~~the Company’s prior decision to cease purchasing new products and the resulting reduced revenues associated therewith; ~~Kidpik~~the Company’s history of losses; ~~Kidpik’s and~~ the ~~combined company~~Company’s ability to maintain current members and customers and grow members and customers; risks associated with the effect of global pandemics, and governmental responses thereto on ~~Kidpik’s and~~ the ~~combined company~~Company’s operations, those of ~~Kidpik’s and~~ the ~~combined company~~Company’s vendors, ~~Kidpik’s and~~ the ~~combined company~~Company’s customers and members and the economy in general; ~~risks associated with Kidpik’s and the combined company’s supply chain and third-party service providers, interruptions in the supply of raw materials and merchandise;~~ increased ~~costs of raw materials, products and~~ shipping costs due to inflation and other matters; disruptions at ~~Kidpik’s and~~ the ~~combined company~~Company’s warehouse facility and/or of ~~their~~its data or information services, ~~Kidpik’s and~~ the ~~combined company~~Company’s ability to locate warehouse and distribution facilities and the lease terms of any such facilities; issues affecting the ~~our~~Company’s shipping providers; disruptions to the internet; risks that effect ~~our~~the Company’s ability to successfully market ~~Kidpik’s and the combined company’s~~ products to key demographics; the effect of data security breaches, malicious code and/or hackers; increased competition and ~~our~~the Company’s ability to maintain and strengthen ~~Kidpik’s and~~ the ~~combined company~~Company’s brand name; ~~changes in consumer tastes and preferences and changing fashion trends; material changes and/or terminations of Kidpik’s and~~ the ~~combined~~fact ~~company’s~~that ~~relationships with key vendors; significant product returns from customers, excess inventory and Kidpik’s and~~ the ~~combined company~~Company’s ability to manage our inventory; the effect of trade restrictions and tariffs, including potential new tariffs as a result of the Trump Administration, increased costs associated therewith and/or decreased availability of products; Kidpik’s and the combined company’s ability to innovate, expand their offerings and compete against competitors which may have greater resources; the fact that Kidpik’s Chief Executive Officer has majority ~~voting~~ ~~control~~voting ~~over Kidpik and will have majority~~ control over the ~~combined company~~Company; if the use of “cookie” tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior; KidpikCompany’s ~~and the combined company’s~~ ability to comply with the covenants of ~~future~~securities ~~loan~~purchase ~~and lending~~ agreements and ~~covenants;~~termination rights ~~Kidpik’s~~associated ~~and~~therewith; the ~~combined company~~Company’s ability to prevent credit card and payment fraud; the risk of unauthorized access to confidential information; ~~Kidpik’s and~~ the ~~combined company~~Company’s ability to protect intellectual property and trade secrets, claims from third-parties that ~~Kidpik and/or~~ the ~~combined~~Company ~~company~~has ~~have~~ violated their intellectual property or trade secrets and potential lawsuits in connection therewith; ~~Kidpik’s and~~ the ~~combined company~~Company’s ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, ~~and~~ ~~Kidpik’s~~ and the ~~combined company~~Company’s ability to comply with such new laws or regulations; changes in tax rates; ~~Kidpik’s and~~ the ~~combined company~~Company’s reliance and retention of management; the outcome of future lawsuits, litigation, regulatory matters or claims; ~~the fact that Kidpik~~ and the combined company have a limited operating history; dilution caused by the conversion of convertible debentures; the effect of future acquisitions on Kidpik’s and the combined company’s operations and expenses; and others that are included from time to time in filings made by ~~Kidpik~~the Company with the Securities and Exchange Commission, many of which are beyond the control of ~~Kidpik and~~ the ~~combined company~~Company, including, but not limited to, in the “Cautionary Note Regarding Forward-Looking Statements” and “Risk Factors” sections in ~~Kidpik~~the Company’s Form 10-Ks and Form 10-Qs and in its Form 8-Ks, which it has filed, and files from time to time, with the Securities and Exchange Commission, including, but not limited to its Annual Report on Form 10-K for the year ended December 30, 2023 and its Quarterly Report on Form 10-Q for the quarter ended September 28, 2024. These reports are available at www.sec.gov and on ~~Kidpik~~the Company’s website at https://investor.kidpik.com/sec-filings. ~~Kidpik~~The Company cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to ~~Kidpik~~the Company or any person acting on behalf of ~~Kidpik~~the Company are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on ~~Kidpik’s and~~ the ~~combined company~~Company’s future results and/or could cause their actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this ~~Current Report on Form 8-K and the attached~~ press release are made only as of the date hereof. ~~Kidpik~~The Company cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Except as required by law, ~~neither~~the ~~Nina~~Company ~~Footwear~~does ~~nor~~not ~~Kidpik~~undertake ~~undertakes~~ any obligation to update publicly any forward-looking statements for any reason after the date of this ~~Current Report on Form 8-K and the attached~~ press release to conform these statements to actual results or to changes in their expectations. If they update one or more forward-looking statements, no inference should be drawn that they will make additional updates with respect to those or other forward-looking statements.

Additional Information and Where to Find It

In connection with the proposed Merger, Kidpik intends to file a definitive proxy statement with the Securities and Exchange Commission (the “Proxy Statement”), that will be distributed to holders of Kidpik’s common stock in connection with its solicitation of proxies for the vote by Kidpik’s stockholders with respect to the proposed Merger and other matters as may be described in the Proxy Statement. The Proxy Statement, when it is filed and mailed to stockholders, will contain important information about the proposed Merger and the other matters to be voted upon at a meeting of Kidpik’s stockholders to be held to approve the proposed Merger and other matters (the “Merger Meeting”). Kidpik may also file other documents with the SEC regarding the proposed Merger. Kidpik stockholders and other interested persons are advised to read, when available, the Proxy Statement, as well as any amendments or supplements thereto, because they will contain important information about the proposed Merger. When available, the definitive Proxy Statement will be mailed to Kidpik stockholders as of a record date to be established for voting on the proposed Merger and the other matters to be voted upon at the Merger Meeting.

Kidpik’s stockholders may obtain copies of the aforementioned documents and other documents filed by Kidpik with the SEC, without charge, once available, at the SEC’s web site at www.sec.gov, on Kidpik’s website at https://investor.kidpik.com/sec-filings or, alternatively, by directing a request by mail, email or telephone to Kidpik at 200 Park Avenue South, 3rd Floor, New York, New York 10003; ir@kidpik.com; or (212) 399-2323, respectively.

Participants in the Solicitation

Kidpik, Nina Footwear, and their respective directors, executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies from Kidpik’s stockholders with respect to the proposed Merger. Information regarding the persons who may be deemed participants in the solicitation of proxies from Kidpik’s stockholders in connection with the proposed Merger will be contained in the Proxy Statement relating to the proposed Merger, when available, which will be filed with the SEC. Additionally, information about Kidpik’s directors and executive officers and their ownership of Kidpik is available in Kidpik’s Annual Report on Form 10-K/A (Amendment No. 1), as filed with the Securities and Exchange Commission on April 29, 2024 (the “Amended Form 10-K”) . To the extent holdings of securities by potential participants (or the identity of such participants) have changed since the information contained in the Amended Form 10-K, such information has been or will be reflected on Kidpik’s Statements of Change in Ownership on Forms 3 and 4 filed with the SEC. You may obtain free copies of these documents using the sources indicated above.

Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the Proxy Statement and other relevant materials to be filed with the SEC regarding the Merger Agreement when they become available. Investors should read the Proxy Statement carefully when it becomes available before making any voting or investment decisions. You may obtain free copies of these documents from Kidpik using the sources indicated above.

Non-Solicitation

This communication is for informational purposes only and is not intended to and shall not constitute a proxy statement or the solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Merger Agreement and is not intended to and shall not constitute an offer to sell or the solicitation of an offer to sell or the solicitation of an offer to buy or subscribe for any securities or a solicitation of any vote of approval, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

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~~January 268, ~~2024~~2025

	Kidpik Corp.

	By:	/s/ Ezra Dabah
	Name:	Ezra Dabah
	Title:	Chief Executive Officer

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