UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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EXPLANATORY NOTE
As previously disclosed in the Current Report on Form 8-K filed by Kidpik Corp. (the “Company”, “we” and “us”) with the Securities and Exchange Commission on June 5, 2024, on May 31, 2024, Kidpik Corp. (the “Company”, “Kidpik”, “we” or “us”) 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 4, 2024 and December 20, 2024, the Investor converted a portion of the Initial Debenture into common stock of the Company, as discussed below.
Item 3.02 Unregistered Sales of Equity Securities.
On December 4, 2024, the Investor converted $100,000 of the principal amount of the Initial Debenture into 49,721 shares of common stock of the Company, at a conversion price of $2.0112 per share, pursuant to the terms of the Initial Debenture.
On December 20, 2024, the Investor converted $100,000 of the principal amount of the Initial Debenture into 55,518 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, 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.
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 23, 2024
| Kidpik Corp. | ||
| By: | /s/ Ezra Dabah | |
| Name: | Ezra Dabah | |
| Title: | Chief Executive Officer | |