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 30,
2020
Kaspien Holdings Inc.
(Exact Name of Registrant as Specified in Charter)
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New York
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14-1541629
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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2818 N. Sullivan Rd. Ste 30
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
Trans World Entertainment Corporation
38 Corporate Circle,
(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):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common shares, $0.01 par value per share
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KSPN
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NASDAQ Stock Market
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NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING.
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As previously disclosed in a Current Report on Form 8-K filed by
the Company with the SEC on
August 10, 2020,
the Company received a notice from The Nasdaq Stock Market LLC (
“Nasdaq”) on
August 4, 2020 that
the Company
was not in compliance with Nasdaq Listing Rule 5550(b), which requires listed companies to maintain a minimum stockholders’ equity of at least $2,500,000 (the
“Stockholders’ Equity Requirement”). On
September 18, 2020,
the Company submitted to
Nasdaq a plan to regain compliance with the Stockholders’ Equity Requirement (the
“Compliance Plan”). On
September 30, 2020,
the Company received another notice from Nasdaq that it had accepted the Compliance Plan and granted
the Company an
extension period to
February 1, 2021 to regain compliance with the Stockholders’ Equity Requirement.
Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Certain statements in this communication are forward-looking statements. The
statements contained herein that are not statements of historical fact may include forward-looking statements that involve a number of risks and uncertainties.
We have used the words
“anticipate”,
“believe”,
“could”,
“estimate”,
“expect”,
“intend”,
“may”,
“plan”,
“predict”,
“project”, and similar terms and phrases, including references to assumptions, in this document to
identify forward-looking statements. These forward-looking statements are made based on management’s expectations and beliefs concerning future events and are subject to uncertainties and factors that could cause actual results to differ materially
from the results expressed in the statements. The following factors are among those that may cause actual results to differ materially from
the Company’s forward-looking statements: risk of disruption of current plans and operations of etailz and
the potential difficulties in customer, supplier and employee retention; the outcome of any legal proceedings that may be instituted against
the Company;
the Company’s level of debt and related restrictions and limitations, unexpected costs,
charges, expenses, or liabilities;
the Company’s ability to operate as a going-concern; deteriorating economic conditions and macroeconomic factors; the impact of the COVID-19 pandemic; and other risks described in
the Company’s filings with the
SEC, such as its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K.
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.
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.
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Name:
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Title:
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Chief Financial Officer
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