Kidpik Corp. (NASDAQ: PIK) (“KIDPIK” or the “Company”), an online clothing subscription-based
e-commerce company, today announced that it will conduct a reverse
stock split of its outstanding shares of common stock at a ratio of
1-for-5 (the “Reverse Stock Split”).
The Reverse Stock Split is expected to become effective on March 7,
2024 at 12:01 a.m. Eastern Time (the “Effective Time”), with shares expected to begin
trading on the Nasdaq Capital Market, on a split-adjusted basis, at
market open on March 7, 2024. In connection with the Reverse Stock
Split, every five shares of the Company’s common stock issued and
outstanding as of the Effective Time will be automatically
converted into one share of the Company’s common stock. No change
will be made to the trading symbol for the Company’s shares of
common stock, “PIK”, in connection with the reverse split.
The Reverse Stock Split is part of the Company’s plan to regain
compliance with the minimum bid price requirement of $1.00 per
share required to maintain continued listing on The Nasdaq Capital
Market, among other benefits.
The Reverse Stock Split was approved by the Company’s
stockholders at the Company's Special Meeting of Stockholders held
on June 19, 2023 (the “Special
Meeting”) to be effected in the Board’s discretion within
approved parameters. Following the Special Meeting, the final ratio
was approved by the Company’s Board on February 20, 2024.
The Reverse Stock Split will reduce the number of shares of the
Company's outstanding common stock from approximately 9.5 million
shares (as of the date of this press release) to approximately 1.9
million shares, subject to adjustment for rounding, as discussed
below and potential additional issuances through the effective date
of the Reverse Stock Split.
The reverse split will affect all issued and outstanding shares
of common stock. All outstanding options and other securities
entitling their holders to purchase or otherwise receive shares of
common stock will be adjusted as a result of the reverse split, as
required by the terms of each security. The number of shares
available to be awarded under the Company’s equity incentive plan
will also be appropriately adjusted. Following the reverse split,
the par value of the Common Stock will remain unchanged at $0.001
par value per share. The reverse split will not change the
authorized number of shares of common stock or preferred stock. No
fractional shares will be issued in connection with the reverse
split, and stockholders who would otherwise be entitled to receive
a fractional share will instead receive one whole share of common
stock in lieu of such fractional share.
Additional information regarding the reverse stock split is
available in the Company’s definitive proxy statement originally
filed with the U.S. Securities and Exchange Commission (SEC) on May
1, 2023 and a Current Report on Form 8-K which the Company plans to
file following the Effective Time.
About Kidpik Corp.
Founded in 2016, KIDPIK (NASDAQ:PIK) is an online clothing
subscription box for kids, offering mix & match, expertly
styled outfits that are curated based on each member’s style
preferences. KIDPIK delivers a surprise box monthly or seasonally,
providing an effortless shopping experience for parents and a fun
discovery for kids. Each seasonal collection is designed in-house
by a team with decades of experience designing childrenswear.
KIDPIK combines the expertise of fashion stylists with proprietary
data and technology to translate kids’ unique style preferences
into surprise boxes of curated outfits. We also sell our branded
clothing and footwear through our e-commerce website,
shop.kidpik.com. For more information, visit www.kidpik.com.
Forward-Looking Statements
This press release may contain statements that constitute
“forward-looking statements” within the federal securities laws,
including The Private Securities Litigation Reform Act of 1995,
which provide a safe-harbor for forward-looking statements. In
particular, when used in the preceding discussion, the words “may,”
“could,” “expect,” “intend,” “plan,” “seek,” “anticipate,”
“believe,” “estimate,” “predict,” “potential,” “continue,”
“likely,” “will,” “would” and variations of these terms and similar
expressions, or the negative of these terms or similar expressions
are intended to identify forward-looking statements within the
meaning of such laws, and are subject to the safe harbor created by
such applicable laws. Any statements made in this news release
other than those of historical fact, about an action, event or
development, are forward-looking statements. These statements
involve known and unknown risks, uncertainties and other factors,
which may cause the results of KIDPIK to be materially different
than those expressed or implied in such statements. The
forward-looking statements may include projections and estimates of
KIDPIK’s corporate strategies, future operations and plans,
including the costs thereof. We have based these forward-looking
statements on our current expectations and assumptions and analyses
made by us in light of our experience and our perception of
historical trends, current conditions and expected future
developments, as well as other factors we believe are appropriate
under the circumstances. However, whether actual results and
developments will conform with our expectations and predictions is
subject to a number of risks and uncertainties, including our
ability to meet Nasdaq’s minimum bid price requirement; our ability
to maintain the listing of our common stock on Nasdaq; our ability
to obtain additional funding, the terms of such funding and
potential dilution caused thereby; the continuing effect of rising
interest rates and inflation on our operations, sales, and market
for our products; deterioration of the global economic environment;
rising interest rates and inflation and our ability to control our
costs, including employee wages and benefits and other operating
expenses; our history of losses; the review and evaluation of
potential strategic transactions and their impact on stockholder
value; the process by which the Company engages in evaluation of
strategic transactions; the outcome of potential future strategic
transactions and the terms thereof; our ability to achieve
profitability; our ability to execute our growth strategy and scale
our operations and risks associated with such growth; our ability
to maintain current members and customers and grow our members and
customers; risks associated with the effect of global pandemics,
and governmental responses thereto on our operations, those of our
vendors, our customers and members and the economy in general;
risks associated with our 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; disruptions at our warehouse
facility and/or of our data or information services, our ability to
locate new warehouse and distribution facilities and the lease
terms of any such facility; issues affecting our shipping
providers; disruptions to the internet; risks that effect our
ability to successfully market our products to key demographics;
the effect of data security breaches, malicious code and/or
hackers; increased competition and our ability to maintain and
strengthen our brand name; changes in consumer tastes and
preferences and changing fashion trends; material changes and/or
terminations of our relationships with key vendors; significant
product returns from customers, excess inventory and our ability to
manage our inventory; the effect of trade restrictions and tariffs,
increased costs associated therewith and/or decreased availability
of products; our ability to innovate, expand our offerings and
compete against competitors which may have greater resources;
certain anti-dilutive, drag-along and tag-along rights which may be
deemed to be held by a former minority stockholder; our significant
reliance on related party transactions and loans; the fact that our
Chief Executive Officer has majority voting control over the
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; our ability to comply with the
covenants of future loan and lending agreements and covenants; our
ability to prevent credit card and payment fraud; the risk of
unauthorized access to confidential information; our ability to
protect our intellectual property and trade secrets, claims from
third-parties that we have violated their intellectual property or
trade secrets and potential lawsuits in connection therewith; our
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 our ability to comply with
such new laws or regulations; changes in tax rates; our reliance
and retention of our current management; the outcome of future
lawsuits, litigation, regulatory matters or claims; the fact that
we have a limited operating history; the effect of future
acquisitions on our operations and expenses; our significant
indebtedness; and others that are included from time to time in
filings made by KIDPIK with the Securities and Exchange Commission,
many of which are beyond our control, including, but not limited
to, in the “Cautionary Note Regarding Forward-Looking Statements”
and “Risk Factors” sections in its 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 U.S. Securities and Exchange Commission, including, but
not limited to its Annual Report on Form 10-K for the year ended
December 31, 2022 and its Quarterly Report on Form 10-Q for the
quarter ended September 30, 2023. These reports are available at
www.sec.gov and on our website at
https://investor.kidpik.com/sec-filings. The Company cautions that
the foregoing list of important factors is not complete. All
subsequent written and oral forward-looking statements attributable
to the Company or any person acting on behalf of 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 future results and/or
could cause our actual results and financial condition to differ
materially from those indicated in the forward-looking statements.
The forward-looking statements included in this press release are
made only as of the date hereof. KIDPIK cannot guarantee future
results, levels of activity, performance or achievements.
Accordingly, you should not place undue reliance on these
forward-looking statements. We undertake no obligation to update
publicly any of these forward-looking statements to reflect actual
results, new information or future events, changes in assumptions
or changes in other factors affecting forward-looking statements,
except to the extent required by applicable laws and take no
obligation to update or correct information prepared by third
parties that is not paid for by the Company. If we update one or
more forward-looking statements, no inference should be drawn that
we will make additional updates with respect to those or other
forward-looking statements.
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version on businesswire.com: https://www.businesswire.com/news/home/20240304858118/en/
Investor Relations: ir@kidpik.com Media: press@kidpik.com
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