Form 8-K - Current report

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): December 14, 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	OTCQB

Item 2.05

Costs Associated with Exit or Disposal Activities.

After an assessment of Kaspien Holdings Inc.’s (the “Company”) current cash and liquidity position and near-term debt maturities, we have initiated a plan to wind down the Company’s operations in an orderly fashion. Such plan includes the previously announced reduction in force of substantially all of the Company’s employees other than a core group of employees required to execute an orderly wind down of the Company and support the efforts to maximize the value of the Company’s business and assets. The Company’s previous estimate of approximately $1.8 million for retention, severance and other employee termination-related costs in the fourth quarter of 2023 remains unchanged. The Company also estimates that it will incur other wind down related costs of approximately $1.8 million. We expect that the actions to wind down the operations will be substantially completed by May 1, 2024. The estimate of costs that the Company expects to incur and the timing thereof are subject to a number of assumptions, and actual results may differ. The Company intends to wind down its operations in an orderly manner without the need for a bankruptcy filing.

Item 3.01

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

On December 18, 2023, the Company, pursuant to an authorization by its board of directors (the “Board”), issued a press release regarding its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about December 28, 2023. As a result, the Company expects the delisting of its common stock from the OTCQB to become effective on or about January 8, 2024. The Company also will be taking steps to deregister as a public company under the Securities Exchange Act of 1934 (the “Securities Act”).

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer

In order to effect an orderly wind down of the Company and support the efforts to maximize the value of the Company’s business and assets, on December 14, 2023, the Company’s wholly-owned subsidiary, Kaspien, Inc. (“Kaspien”), entered into a Senior Executive Retention Bonus & Severance Letter Agreement (the “Agreement”) with Brock Kowalchuk, its Chief Executive Officer and the Principal Executive Officer of the Company. Pursuant to the terms of the Agreement, Mr. Kowalchuk will continue to serve as Chief Executive Officer until May 1, 2024 (the “Retention Date”).

Subject to the terms and conditions set forth in the Agreement, Mr. Kowalchuk will receive a cash lump sum payment in the amount of $150,000 (the “Retention Bonus”), payable within three days following the effective date of the Agreement. As further described in the Agreement, in the event Mr. Kowalchuk’s employment with the Company terminates before the Retention Date for any reason other than a Qualifying Event (as defined in the Agreement), he will be required to repay up to 100% of the Retention Bonus. If Mr. Kowalchuk’s employment is terminated after the Retention Date by the Company without Cause or by Mr. Kowalchuk for Good Reason (each as defined in the Agreement), he shall be entitled to a payment in the amount of $150,000 (the “Severance Payment”). The Severance Payment shall be payable according to the achievement of certain milestones and contingent upon Mr. Kowalchuk signing a release reasonably acceptable to the Company. Mr. Kowalchuk’s eligibility to receive or retain the Retention Bonus or Severance Payment is in lieu of any incentive bonus for 2023 or 2024 or otherwise or any other severance payment or benefit to which he otherwise may be entitled under any applicable employment, severance or other agreement or arrangement with the Company or any of its affiliates, including the Severance and Restrictive Covenant Agreement between Mr. Kowalchuk and the Company dated July 31, 2020.

The foregoing is a summary of certain terms of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Chief Financial Officer

Additionally, on December 17, 2023, Kaspien entered into a Senior Executive Retention Bonus & Severance Letter Agreement (the “Agreement”) with Edwin Sapienza, its Chief Financial Officer and the Chief Financial Officer of the Company. Pursuant to the terms of the Agreement, Mr. Sapienza will continue to serve as Chief Financial Officer until May 1, 2024 (the “Retention Date”).

Subject to the terms and conditions set forth in the Agreement, Mr. Sapienza will receive a cash lump sum payment in the amount of $140,000 (the “Retention Bonus”), payable within three days following the effective date of the Agreement. As further described in the Agreement, in the event Mr. Sapienza’s employment with the Company terminates before the Retention Date for any reason other than a Qualifying Event or for Good Reason (each as defined in the Agreement), he will be required to repay up to 100% of the Retention Bonus. If Mr. Sapienza’s employment is terminated after the Retention Date by the Company without Cause or by Mr. Sapienza for Good Reason (each as defined in the Agreement), he shall be entitled to a payment in the amount of $140,000 (the “Severance Payment”). The Severance Payment shall be payable according to the achievement of certain milestones and contingent upon Mr. Sapienza signing a release reasonably acceptable to the Company. Mr. Sapienza’s eligibility to receive or retain the Retention Bonus or Severance Payment is in lieu of any incentive bonus for 2023 or 2024 or otherwise or any other severance payment or benefit to which he otherwise may be entitled under any applicable employment, severance or other agreement or arrangement with the Company or any of its affiliates, including the Severance and Restrictive Covenant Agreement between Mr. Sapienza and the Company dated February 26, 2019.

The foregoing is a summary of certain terms of the Agreement, does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 7.01.

Regulation FD Disclosure.

On December 18, 2023, the Company issued a press release regarding the decision by the Board to voluntarily delist the Company’s common stock from the OTCQB and deregister as a public company under the Securities Act. A copy of the press release is 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 or the Exchange Act.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be 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. These forward-looking statements include, without limitation, statements regarding the reduction-in-force, wind down, delisting and deregistration process, and the retention of the Company’s CEO and CFO, including the Company’s estimate of costs that it expects to incur in connection therewith. Any such statements that are not statements of historical fact may be deemed to be forward-looking statements.

Any forward-looking statements are based on the Company’s current expectations, estimates and projections only as of the date of this Current Report on Form 8-K and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ materially and adversely from those contained in the forward-looking statements, see the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and our subsequent periodic reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the SEC. The Company explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Item 9.01.

Financial Statements and Exhibits.

Exhibit Number	Description
10.1	Senior Executive Retention Bonus & Severance Letter Agreement of Brock Kowalchuk dated December 14, 2023
10.2	Senior Executive Retention Bonus & Severance Letter Agreement of Edwin Sapienza dated December 17, 2023
99.1	Press Release, dated December 18, 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: December 18, 2023	Kaspien Holding Inc.

	By:	/s/ Edwin Sapienza
		Name: Edwin Sapienza
		Title: Chief Financial Officer

EXHIBIT 10.1

KASPIEN, INC.

SENIOR EXECUTIVE RETENTION BONUS & SEVERANCE LETTER AGREEMENT

Dear Brock:

On behalf of Kaspien, Inc. (the “Company”), I am pleased to offer you the opportunity to receive an employee retention bonus and severance payment if you agree to the terms and conditions contained in this letter agreement (this “Agreement”), which shall be effective as of the date you execute and return a copy of this Agreement (such date, the “Effective Date”). If you do not execute and return a copy of this Agreement which must occur prior to December 18, 2023, this Agreement shall be null and void.

1. Retention Bonus. Subject to the terms and conditions set forth herein, and contingent upon the Company’s access to funds at the time of payment, you will receive a cash lump sum payment in the amount of $150,000 (the “Retention Bonus”), payable within three days following the Effective Date. You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination (as defined below): (i) before February 1, 2024, you will be required to repay 100% of the Retention Bonus; (ii) on or after February 1, 2024, and before March 1, 2024, you will be required to repay 75% of the Retention Bonus; (iii) on or after March 1, 2024, and before April 1, 2024, you will be required to repay 50% of the Retention Bonus; or (iv) on or after April 1, 2024, and before May 1, 2024, you will be required to repay 25% of the Retention Bonus, each to the Company within ten business days of such termination. For the sake of clarity, you will not be required to repay any amount of the Retention Bonus if (i) you are terminated in a Qualifying Termination or (ii) you are employed by the Company through May 1, 2024 (the “Retention Date”).

At the option of the Company, all or part of the amount to be re-paid to the Company may be deducted from any amounts owed by the Company or any of its subsidiaries to you, including without limitation, any amounts owed as wages, salary, bonuses, equity or other incentive compensation or awards, expense reimbursements, and any other remuneration due for or on account of your employment with the Company or any subsidiary, provided, however, that no such deduction shall be made to the extent that it would result in a tax being owed pursuant to Section 409A of the Code.

2. Severance. If your employment is terminated following the Retention Date by the Company without Cause or by you for Good Reason (each as defined below), you shall be entitled to a payment in the amount of $150,000 (the “Severance Payment”), which shall be contingent and payable according to the achievement of certain milestones by the Company (as detailed and discussed hereto) and you signing (and not revoking within any statutory period) a release reasonably acceptable to the Company (the “Release”), and such Release becoming irrevocable within 60 days of your termination. The Severance Payment will be earned and paid to you based on the Company achieving the following milestones, the amounts of which are exclusive of proceeds from the Supplemental Retirement Trust: (i) $50,000 will be earned and paid to you once the Company generates $1,000,000 of cash beyond the repayment in full of all amounts due and payable pursuant to that certain Loan and Security Agreement, by and among Kaspien Inc., Kaspien Holdings Inc., the Lenders Party thereto, and Eclipse Business Capital LLC, dated February 20, 2020, as amended, (the “Eclipse Line”); (ii) $50,000 will be earned and paid to you once the Company generates $3,000,000 of cash beyond the Eclipse Line; and (iii) $50,000 will be earned and paid to you once the Company generates $5,000,000 of cash beyond the Eclipse Line, for a total of up to $150,000 in the aggregate. Subject to Section 12 of this Agreement and you not revoking the Release (and the Release becoming irrevocable), the portion of the Severance Payment that is earned shall be paid on the first pay period following the date that the applicable milestone is achieved by the Company, as determined by the Board. For the sake of clarity, in the event that the Company does not generate $1,000,000 of cash or more beyond the Eclipse Line or if you do not timely execute, or if you revoke the Release, you will not be entitled to the Severance Payment. In addition, for the sake of clarity, the Severance Payment will rank pari passu with the claims of the Company’s other unsecured creditors.

3. Definitions. For purposes of this Agreement:

(a) “Cause” means your (i) willful neglect or willful misconduct in the performance of his duties with the Company; (b) conviction of, or plea of nolo contendere to, any felony or any other crime involving moral turpitude or your personal enrichment at the expense of the Company; (c) willful failure or refusal to perform his duties and responsibilities with the Company; or (d) material violation of the Company’s Code of Conduct. A termination for “Cause” shall include a determination by the Company following your termination of employment for any other reason that, prior to such termination of employment, circumstances constituting Cause existed with respect to you.

(b) “Good Reason” means, without your written consent, any of the following: (i) a material reduction in your base salary; or (ii) a requirement that you relocate your principal work location with the Company to a location that is more than 50 miles from your business location in effect on the date of this Agreement; provided, that, it shall be a condition precedent to your right to terminate for Good Reason that (x) you shall first have given the Company written notice that an event or condition constituting Good Reason has occurred within 90 days after such occurrence, (y) a period of 30 days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 30-day period, and (z) you shall have tendered his resignation to be effective within not more than 30 days following the end of such 30-day cure period.

(c) “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, including regulations and rules thereunder and successor provisions and regulations and rules thereto.

(d) “Disability” means a physical or mental disability or infirmity that prevents or is reasonably expected to prevent the performance of your employment-related duties for a period of six months or longer and, within 30 days after the Company notifies you in writing that it intends to terminate his employment, the Participant shall not have returned to the performance of his employment-related duties on a full-time basis. The Company’s judgment of Disability shall be final, binding and conclusive. Notwithstanding the foregoing, if you are a party to an employment agreement with the Company or any subsidiary, “Disability” shall have the meaning, if any, specified in such employment agreement.

(e) “Qualifying Termination” means the termination of your employment before the Retention Date (i) by the Company for a reason other than Cause, or (ii) due to your death or Disability if, and only if, in the case of any such termination, other than in the case of your death, you execute the Release, and such Release becomes irrevocable within 60 days of your termination, in which case the effective date of the Qualifying Termination will be deemed to have occurred on your date of termination. For the sake of clarity, a termination of employment (other than in the case of death) will not be a Qualifying Termination if you do not execute, or if you revoke, the Release, in which case you will be required to repay the Retention Bonus within ten (10) business days after the expiration of the 60-day period.

4. Waiver of Severance & Incentive Bonus. Unless otherwise determined by the Board, eligibility to receive or retain the Retention Bonus or Severance Payment is in lieu of any incentive bonus for 2023 or 2024 or otherwise or any other severance payment or benefit to which you otherwise may be entitled under any applicable employment, severance or other agreement or arrangement with the Company or any of its affiliates, including the Severance and Restrictive Covenant Agreement between you and the Company, dated July 31, 2020, (the “Severance Agreement”), and you hereby waive and release any right to any such amounts, including the payments and benefits described in Section 2 of the Severance Agreement.

5. Waiver of Restricted Covenants. In the event you remain employed through the Retention Date or in the event you experience a Qualifying Termination, effective as of such date, the Company hereby releases and waives any post-termination non-competition or employee or customer non-solicitation or similar provisions set forth in the Severance Agreement or any other agreement with the Company to which you may be subject; provided, however, that you will remain subject to any provisions governing the use of the Company’s confidential information or trade secrets, solely to the extent necessary to protect the good will of the Company’s or its’ subsidiaries operations as a going concern.

6. Withholding Taxes. The Company may withhold from any and all amounts payable to you hereunder such federal, state and local taxes as the Company determines in its sole discretion may be required to be withheld pursuant to any applicable law or regulation.

7. No Right to Continued Employment. Nothing in this Agreement will confer upon you any right to continued employment with the Company (or its subsidiaries or their respective successors) or to interfere in any way with the right of the Company (or its subsidiaries or their respective successors) to terminate your employment at any time.

8. Other Benefits. Each of the Retention Bonus and Severance Payment is a special payment to you and will not be taken into account in computing the amount of salary or compensation for purposes of determining any other severance, bonus, incentive, pension, retirement, death or other benefit under any other severance, bonus, incentive, pension, retirement, insurance or other employee benefit plan of the Company, unless such plan or agreement expressly provides otherwise.

9. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of Washington, without reference to rules relating to conflicts of laws.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

11. Entire Agreement; Amendment. This Agreement constitutes the entire agreement between you and the Company with respect to the Retention Bonus and Severance Payment and supersedes any and all prior agreements or understandings between you and the Company with respect to the Retention Bonus or Severance Bonus, whether written or oral. This Agreement may be amended or modified only by a written instrument executed by you and the Company.

12. Section 409A Compliance. The intent of the parties is that the Retention Bonus and Severance Payment be exempt from the requirements of Section 409A of the Code, and accordingly, to the maximum extent permitted, this Agreement shall be interpreted in a manner consistent therewith.

13. Voluntary Nature of this Agreement. The Retention Bonus, Severance Payment and this Agreement are a voluntary decision being offered to you. You understand that accepting the Retention Bonus and Severance Payment is optional.

[Signature Page Follows]

KASPIEN, INC.

By: /s/ Jonathan Marcus
Name: Jonathan Marcus
Title: Chairman

My signature below confirms my agreement to the terms of this letter agreement.

Dated:

December 14, 2023


	Signature:	/s/ Brock Kowalchuk


	Name:	Brock Kowalchuk

[Signature Page to Senior Executive Retention & Severance Agreement]

Exhibit 10.2

KASPIEN, INC.

SENIOR EXECUTIVE RETENTION BONUS & SEVERANCE LETTER AGREEMENT

Dear Ed:

1. Retention Bonus. Subject to the terms and conditions set forth herein, and contingent upon the Company’s access to funds at the time of payment, you will receive a cash lump sum payment in the amount of $140,000 (the “Retention Bonus”), payable within three days following the Effective Date. You agree that in the event your employment with the Company terminates for any reason other than a Qualifying Termination (as defined below): (i) before February 1, 2024, you will be required to repay 100% of the Retention Bonus; (ii) on or after February 1, 2024, and before March 1, 2024, you will be required to repay 75% of the Retention Bonus; (iii) on or after March 1, 2024, and before April 1, 2024, you will be required to repay 50% of the Retention Bonus; or (iv) on or after April 1, 2024, and before May 1, 2024, you will be required to repay 25% of the Retention Bonus, each to the Company within ten business days of such termination. For the sake of clarity, you will not be required to repay the Retention Bonus if (i) you are terminated in a Qualifying Termination, (ii) your employment is terminated by you for Good Reason or (iii) you are employed by the Company through May 1, 2024 (the “Retention Date”).

2. Severance. If your employment is terminated following the Retention Date by the Company without Cause or by you for Good Reason (each as defined below), you shall be entitled to a payment in the amount of $140,000 (the “Severance Payment”), which shall be contingent and payable according to the achievement of certain milestones by the Company (as detailed and discussed hereto) and you signing (and not revoking within any statutory period) a release reasonably acceptable to the Company (the “Release”), and such Release becoming irrevocable within 60 days of your termination. The Severance Payment will be earned and paid to you based on the Company achieving the following milestones, the amounts of which are exclusive of proceeds from the Supplemental Retirement Trust: (i) $46,666 will be earned and paid to you once the Company generates $1,000,000 of cash beyond the repayment in full of all amounts due and payable pursuant to that certain Loan and Security Agreement, by and among Kaspien Inc., Kaspien Holdings Inc., the Lenders Party thereto, and Eclipse Business Capital LLC, dated February 20, 2020, as amended, (the “Eclipse Line”); (ii) $46,666 will be earned and paid to you once the Company generates $3,000,000 of cash beyond the Eclipse Line; and (iii) $46,667 will be earned and paid to you once the Company generates $5,000,000 of cash beyond the Eclipse Line, for a total of up to $140,000 in the aggregate. Subject to Section 12 of this Agreement and you not revoking the Release (and the Release becoming irrevocable), the portion of the Severance Payment that is earned shall be paid on the first pay period following the date that the applicable milestone is achieved by the Company, as determined by the Board. For the sake of clarity, in the event that the Company does not generate $1,000,000 of cash or more beyond the Eclipse Line or if you do not timely execute, or if you revoke the Release, you will not be entitled to the Severance Payment. In addition, for the sake of clarity, the Severance Payment will rank pari passu with the claims of the Company’s other unsecured creditors.

3. Definitions. For purposes of this Agreement:

(b) “Good Reason” means, without your written consent, any of the following: (i) a material reduction in your base salary, including failure of the Company to pay you your base salary in accordance with payroll practices in effect on the date hereof; or (ii) a requirement that you relocate your principal work location with the Company to a location that is more than 50 miles from your business location in effect on the date of this Agreement; provided, that, it shall be a condition precedent to your right to terminate for Good Reason that (x) you shall first have given the Company written notice that an event or condition constituting Good Reason has occurred within 90 days after such occurrence, (y) a period of 2 business days from and after the giving of such written notice shall have elapsed without the Company having effectively cured or remedied such occurrence during such 2 business day period, and (z) you shall have tendered your resignation to be effective within not more than 1 business day following the end of such 2 business day cure period.

(c) “Code” means the Internal Revenue Code of 1986, as it may be amended from time to time, including regulations and rules thereunder and successor provisions and regulations and rules thereto.

4. Waiver of Severance & Incentive Bonus. Unless otherwise determined by the Board, eligibility to receive or retain the Retention Bonus or Severance Payment is in lieu of any incentive bonus for 2023 or 2024 or otherwise or any other severance payment or benefit to which you otherwise may be entitled under any applicable employment, severance or other agreement or arrangement with the Company or any of its affiliates, including the Severance and Restrictive Covenant Agreement between you and the Company, dated February 26, 2019, (the “Severance Agreement”), and you hereby waive and release any right to any such amounts, including the payments and benefits described in Section 2 of the Severance Agreement.

9. Governing Law. This Agreement will be governed by, and construed under and in accordance with, the internal laws of the State of New York, without reference to rules relating to conflicts of laws.

10. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

KASPIEN, INC.

By: /s/ Jonathan Marcus
Name: Jonathan Marcus
Title: Chairman

My signature below confirms my agreement to the terms of this letter agreement.

Dated:

December 17, 2023


	Signature:	/s/Edwin Sapienza


	Name:	Edwin Sapienza

[Signature Page to Senior Executive Retention & Severance Agreement]

Exhibit 99.1

Kaspien Holdings Inc. Announces Voluntary Delisting from the OTCQB and

Deregistration Under the Securities Act

SPOKANE, Wash. – December 18, 2023 – Kaspien Holdings Inc. (OTCQB: KSPN) (“Kaspien” or the “Company”) today notified the OTCQB of the Company’s decision to voluntarily delist its common stock from the OTCQB and its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) on or about December 28, 2023. As a result, the Company expects the delisting of its common stock to become effective on or about January 8, 2024. The Company also will be taking steps to deregister as a public company under the Securities Exchange Act of 1934.

After an assessment of the Company’s current cash and liquidity position and near-term debt maturities, the Company has initiated a plan to wind down the Company’s operations in an orderly fashion. Such plan includes the previously announced reduction in force of substantially all of the Company’s employees other than a core group of employees required to execute an orderly wind down of the Company and support the efforts to maximize the value of the Company’s business and assets. The Company expects that the actions to wind down the operations will be substantially completed by May 1, 2024. The Company intends to wind down its operations in an orderly manner without the need for a bankruptcy filing.

Forward-Looking Statements

This press release contains forward-looking statements, including statements made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements may be 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. These forward-looking statements include, without limitation, statements regarding the reduction-in-force, wind down, delisting and deregistration process. Any such statements that are not statements of historical fact may be deemed to be forward-looking statements.

Any forward-looking statements are based on the Company’s current expectations, estimates and projections only as of the date of this press release and are subject to a number of risks and uncertainties that could cause actual results to differ materially and adversely from those set forth in or implied by such forward-looking statements. For a discussion of these and other risks and uncertainties, and other important factors, any of which could cause the Company’s actual results to differ materially and adversely from those contained in the forward-looking statements, see the section entitled “Risk Factors” in the Company’s most recent Annual Report on Form 10-K and our subsequent periodic reports on Form 10-Q, as well as discussions of potential risks, uncertainties, and other important factors in the Company’s other filings with the SEC. The Company explicitly disclaims any obligation to update any forward-looking statements except to the extent required by law.

Company Contact

Ed Sapienza

Chief Financial Officer

509-202-4261

esapienza@kaspien.com

Document and Entity Information	Dec. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 14, 2023
Entity File Number	0-14818
Entity Registrant Name	Kaspien Holdings Inc.
Entity Central Index Key	0000795212
Entity Incorporation, State or Country Code	NY
Entity Tax Identification Number	14-1541629
Entity Address, Address Line One	2818 N. Sullivan Rd.
Entity Address, Address Line Two	Ste 130
Entity Address, City or Town	Spokane Valley
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	99216
City Area Code	855
Local Phone Number	300-2710
Title of 12(b) Security	Common shares, $0.01 par value per share
Trading Symbol	KSPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false