UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. – Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard
On March 4, 2025, Kidpik Corp. (the “Company”) filed Form 15 with the U.S. Securities and Exchange Commission (the “SEC”) to deregister its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to suspend its reporting obligations under Section 15(d) of the Exchange Act.
The Company has filed Form 15 because it has fewer than 300 shareholders of record, making it eligible for deregistration. As a result of this filing:
| ● | The Company’s obligations to file periodic reports, including Forms 10-K, 10-Q, and 8-K, will be immediately suspended. | |
| ● | Full deregistration will become effective 90 days after the filing of Form 15, unless the SEC objects. |
The Company intends to continue its operations as a private entity and may provide periodic financial updates to shareholders via its corporate website or other communications.
Item 8.01 – Other Events
The Company previously filed Form 25 on February 18, 2025 to voluntarily delist its common stock from Nasdaq, which became effective February 28, 2025. As a result of the delisting and deregistration process, the Company will no longer be subject to SEC reporting requirements.
While the Company’s common stock may be quoted on an Over-the-Counter (OTC) market, there can be no assurance regarding the continued liquidity or trading volume of its securities.
Investors and shareholders should be aware that the Company will no longer be required to provide public financial disclosures, earnings reports, or other SEC filings.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1* | Form 15 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K |
* Filed herewith.
** Furnished herewith.
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
This Current Report on Form 8-K contains forward-looking statements regarding the delisting, deregistration, and anticipated impacts. These statements are subject to risks and uncertainties, including those described in the Company’s filings with the SEC. The Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.
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: March 4, 2025
| Kidpik Corp. | ||
| By: | /s/ Ezra Dabah | |
| Name: | Ezra Dabah | |
| Title: | Chief Executive Officer | |