|
|
|
State or Other Jurisdiction of Incorporation or Organization
|
I.R.S. Employer Identification No.
|
|
|
|
Address of Principal Executive Offices
|
Zip Code
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
|
|
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
|
Smaller reporting company
|
Emerging growth company
|
|
•
|
continued operating losses;
|
•
|
the ability of the Company to satisfy its liabilities and to continue as a going concern;
|
•
|
maintaining Kaspien’s relationship with Amazon;
|
•
|
continued revenue declines;
|
•
|
decline in the Company’s stock price;
|
•
|
the limited public float and trading volume for our Common Stock;
|
•
|
new product introductions;
|
•
|
advancements in technology;
|
•
|
dependence on key employees, the ability to hire new employees and pay competitive wages;
|
•
|
the Company’s level of debt and related restrictions and limitations;
|
•
|
future cash flows;
|
•
|
vendor terms;
|
•
|
interest rate fluctuations;
|
•
|
access to third party digital marketplaces;
|
•
|
adverse publicity;
|
•
|
product liability claims;
|
•
|
changes in laws and regulations;
|
•
|
breach of data security;
|
•
|
increase in Amazon Marketplace fulfillment and storage fees;
|
•
|
limitation on our acquisition and growth strategy as a result of our inability to raise necessary funding;
|
•
|
the Company’s ability to meet the continued listing standards of the NASDAQ; and
|
•
|
the other matters set forth under Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other sections of this Annual Report on Form
10-K.
|
• |
the reported amounts and timing of revenue and expenses,
|
• |
the reported amounts and classification of assets and liabilities, and
|
• |
the disclosure of contingent assets and liabilities.
|
Item 1. |
BUSINESS
|
• |
We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results.
|
• |
We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often.
|
• |
We create simplicity. We challenge the status quo. We take the complicated and simplify it.
|
• |
We take ownership. We make things happen. We hold ourselves accountable and have a bias for action.
|
• |
We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change.
|
• |
Retail business model: We buy inventory and use our expertise, technology, and services to generate revenue through marketplace transactions. Kaspien provides account
management, brand communication, listings management, data reporting, joint business planning, and comprehensive marketing support services. Our target partners are enterprise-level large growth brands that derive margins based on pricing.
|
• |
Agency business model: We use our expertise, technology, and services to manage our partners’ marketplace presence through channel management with no inventory position.
Kaspien provides support services for account management, media planning, media analytics, search strategy, business planning, and data reporting. Our target partners in this space range from medium size to enterprise-level brands. We
derive margin based on a retainer plus a percentage of transactions and/or specific service fees.
|
• |
Ad management
|
• |
Brand protection and seller tracking
|
• |
Cost recovery and case management
|
• |
Dropship automation
|
• |
Inventory & supply chain management
|
• |
Creative services
|
Item 1A. |
RISK FACTORS
|
Item 1B. |
UNRESOLVED SEC COMMENTS
|
Item 2. |
PROPERTIES
|
Location
|
Square
Footage
|
Owned or
Leased
|
Use
|
|||
Spokane, WA
|
30,700
|
Leased
|
Office administration
|
|||
Spokane, WA
|
32,000
|
Leased
|
Distribution center
|
Item 3. |
LEGAL PROCEEDINGS
|
Item 4. |
MINE SAFETY DISCLOSURES
|
Item 5. |
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Item 6. |
[Reserved]
|
Item 7. |
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
January 28,
2023
|
% to
Total
|
January 29,
2022
|
% to
Total
|
Change
|
||||||||||||||||
Amazon US
|
$
|
121,561
|
94.8
|
%
|
$
|
134,125
|
93.3
|
%
|
$
|
(12,564
|
)
|
|||||||||
Amazon International
|
3,241
|
2.5
|
%
|
5,576
|
3.9
|
%
|
(2,335
|
)
|
||||||||||||
Walmart, Target & Other Marketplaces
|
1,645
|
1.3
|
%
|
2,172
|
1.5
|
%
|
(527
|
)
|
||||||||||||
Subtotal Retail
|
126,447
|
98.6
|
%
|
141,873
|
98.7
|
%
|
(15,426
|
)
|
||||||||||||
Subscriptions & Other
|
1,781
|
1.4
|
%
|
1,840
|
1.3
|
%
|
(59
|
)
|
||||||||||||
Total
|
$
|
128,228
|
100.0
|
%
|
$
|
143,713
|
100.0
|
%
|
$
|
(15,485
|
)
|
Change
|
||||||||||||||||
(amounts in thousands)
|
January 28,
2023
|
January 29,
2022
|
$ |
|
%
|
|||||||||||
Merchandise margin
|
$
|
52,893
|
$
|
64,410
|
(11,517
|
)
|
(17.9
|
)%
|
||||||||
% of net revenue
|
41.2
|
%
|
44.8
|
%
|
(3.6
|
)%
|
||||||||||
Fulfillment fees
|
(17,940
|
)
|
(21,655
|
)
|
3,715
|
17.2
|
%
|
|||||||||
Warehousing and freight
|
(10,563
|
)
|
(9,982
|
)
|
(581
|
)
|
(5.8
|
)%
|
||||||||
Gross profit
|
$
|
24,390
|
$
|
32,773
|
(8,383
|
)
|
(25.6
|
)%
|
||||||||
% of net revenue
|
19.0
|
%
|
22.8
|
%
|
Change
|
||||||||||||||||
(amounts in thousands)
|
January 28,
2023
|
January 29,
2022
|
$ |
|
%
|
|||||||||||
Selling expenses
|
$
|
18,427
|
$
|
20,794
|
$
|
(2,367
|
)
|
(11.3
|
)%
|
|||||||
General and administrative expenses
|
20,154
|
19,501
|
653
|
|
3.3
|
%
|
||||||||||
Depreciation and amortization expenses
|
1,233
|
2,096
|
(863
|
)
|
(41.2
|
)%
|
||||||||||
Total SG&A expenses
|
$
|
39,814
|
$
|
42,391
|
$
|
(2,577
|
)
|
(8.0
|
)%
|
|||||||
As a % of total revenue
|
31.0
|
%
|
29.5
|
%
|
(amounts in thousands)
|
Change
|
|||||||||||
January 28,
2023
|
January 29,
2022
|
$ |
||||||||||
Income tax expense
|
$
|
43
|
$
|
27
|
$
|
16
|
||||||
Effective tax rate
|
0.2
|
%
|
0.3
|
%
|
-
|
%
|
(amounts in thousands)
|
Change
|
|||||||||||
January 28,
2023
|
January 29,
2022
|
$ |
||||||||||
Net loss
|
$
|
(19,044
|
)
|
$
|
(8,031
|
)
|
$
|
(11,013
|
)
|
|||
Net loss as a percentage of Net revenue
|
(14.9
|
)%
|
(5.6
|
)%
|
(9.3
|
)%
|
(amounts in thousands)
|
2022
|
2021
|
2022 vs.
2021
|
||||||||||
Operating Cash Flows
|
$
|
(11,282
|
)
|
$
|
(14,534
|
)
|
$
|
3,252
|
|||||
Investing Cash Flows
|
(898
|
)
|
(1,431
|
)
|
533
|
||||||||
Financing Cash Flows
|
10,983
|
14,233
|
(3,250
|
)
|
|||||||||
Capital Expenditures
|
(898
|
)
|
(1,431
|
)
|
533
|
||||||||
End of Period Balances:
|
|||||||||||||
Cash, Cash Equivalents, and Restricted Cash
|
(1)
|
3,626
|
4,823
|
(1,197
|
)
|
||||||||
Merchandise Inventory
|
26,704
|
29,277
|
(2,573
|
)
|
|||||||||
Working Capital
|
12,533
|
16,334
|
(3,801
|
)
|
(1)
|
Cash and cash equivalents per Consolidated Balance Sheets
|
$
|
1,130
|
$
|
1,218
|
(88
|
)
|
||||||
Add: Restricted cash
|
2,496
|
3,605
|
(1,109
|
)
|
|||||||||
Cash, cash equivalents, and restricted cash
|
$
|
3,626
|
$
|
4,823
|
(1,197
|
)
|
• |
Subordinated Loan and Security Agreement (as amended), pursuant to which the Related Party Entities made a $5.2 million secured term loan ($2.7 million from Alimco, $0.5 million from
Kick-Start, and $2.0 million from RJHDC) to Kaspien with a scheduled maturity date of March 31, 2024, interest accruing at the rate of twelve percent (12%) per annum and compounded on the last day of each calendar quarter by becoming a part
of the principal amount, and secured by a second priority security interest in substantially all of the assets of the Company and Kaspien;
|
• |
Common Stock Purchase Warrants (“Warrants”), pursuant to which the Company issued warrants to purchase up to 244,532 shares of Common Stock to the Related Party Entities (127,208 shares for Alimco, 23,401 shares
for Kick-Start, and 93,923 shares for RJHDC), subject to adjustment in accordance with the terms of the Warrants, at an exercise price of $0.01 per share. As of April 28, 2023, 236,993 of the Warrants had been exercised by the Related
Party Entities and 5,126 warrants remained outstanding;
|
• |
Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to receive cash payments from the
Company in an amount equal, in the aggregate, to 19.9% of the proceeds (10.35% for Alimco, 1.90% for Kick-Start, and 7.64% for RJHDC) received by the Company in respect of certain intercompany indebtedness owing to it by Kaspien and/or its
equity interest in Kaspien; and
|
• |
Voting Agreement (the “Voting Agreement”), pursuant to which the Related Party Entities, the Trust, Mr. Simpson and their respective related entities agreed to how their respective shares of the Company’s capital
stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board of Directors of the Company. On August 2, 2022, the parties entered into Amendment No. 1 to the Voting
Agreement setting forth their agreements and understandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Certificate of Incorporation of the Company to
set the size of the Board of Directors of the Company at four directors and (ii) the designation, election, removal, and replacement of members of the Board.
|
• |
An amendment to the Subordinated Loan and Security Agreement, pursuant to which Alimco made an additional $5,000,000.00 secured term loan (the “Additional Subordinated Loan”) with a
scheduled maturity date of March 31, 2024, interest accruing at the rate fifteen percent (15.0%) per annum, compounded on the last day of each calendar quarter by becoming a part of the principal amount of the Additional Subordinated
Loan, and secured by a second priority security interest in substantially all of the assets of the Company and Kaspien;
|
• |
Common Stock Purchase Warrant (“Alimco Warrant”), pursuant to which the Company issued warrants to purchase up to 320,000 shares of Common Stock to Alimco, subject to adjustment in
accordance with the terms of the Alimco Warrant, at an exercise price of $0.01 per share. All such warrants were outstanding as of April 28, 2023;
|
• |
Registration Rights Agreement, pursuant to which Alimco has been granted customary demand and piggyback registration rights with respect to the Warrant Shares issued upon exercise of
the Alimco Warrant; and
|
• |
Contingent Value Rights Agreement (the “Second CVR Agreement”) pursuant to which Alimco received additional contingent value rights (“Additional CVRs”) representing the contractual
right to receive cash payments from the Company in an amount equal, in the aggregate, to 9.0% of the proceeds received by the Company in respect of certain distributions by the Company or Kaspien; recapitalizations or financings of the
Company or Kaspien (with appropriate carve out for trade financing in the ordinary course); repayment of intercompany indebtedness owing to the Company by Kaspien; or sale or transfer of any stock of the Company or Kaspien.
|
Item 7A. |
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
Item 8. |
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
Item 9. |
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
Item 9A. |
CONTROLS AND PROCEDURES
|
Item 9B. |
OTHER INFORMATION
|
Item 9C. |
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
|
Item 10. |
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
Item 11. |
EXECUTIVE COMPENSATION
|
Item 12. |
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED SHAREHOLDER MATTERS
|
Item 13. |
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
Item 14. |
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
Item 15. |
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Item 16. |
Form 10-K Summary
|
KASPIEN HOLDINGS INC.
|
|
Date: April 28, 2023
|
By: /s/ Brock Kowalchuk
|
Brock Kowalchuk
Principal Executive Officer
|
Name
|
Title
|
Date
|
/s/ Brock Kowalchuk
|
April 28, 2023
|
|
(Brock Kowalchuk)
|
Principal Executive Officer
|
|
/s/ Edwin Sapienza
|
Chief Financial Officer
|
April 28, 2023
|
(Edwin Sapienza)
|
(Principal Financial and Chief Accounting Officer)
|
|
/s/ Mark Holliday
|
Director
|
April 28, 2023
|
(Mark Holliday)
|
||
/s/ Jonathan Marcus
|
||
(Jonathan Marcus)
|
Director
|
April 28, 2023
|
/s/ Michael Reickert
|
||
(Michael Reickert)
|
Director
|
April 28, 2023
|
/s/ Tom Simpson
|
||
(Tom Simpson)
|
Director
|
April 28, 2023
|
|
Form 10-K
Page No.
|
|
|
|
|
30 | |
|
|
Consolidated Financial Statements
|
|
|
|
32 | |
|
|
33 | |
|
|
34 | |
|
|
35 | |
|
|
36
|
|
|
|
38 |
•
|
We evaluated the appropriateness and consistency of management's methods and assumptions used in the identification, recognition, and measurement of the
inventory costs and reserves in considering applicable generally accepted accounting principles, including the completeness and accuracy of underlying data used in developing those assumptions.
|
•
|
We tested the significant inputs, sampled underlying transactions, and analyzed historical trends and timing of receipts associated with management’s reserve
estimates and recognition of inbound costs and inventory in-transit.
|
•
|
We evaluated whether management had appropriately considered new information that could significantly change the measurement or disclosure of the inventory
valuation, and evaluated the disclosures related to the financial statement impacts of those transactions.
|
January 28,
2023
|
January 29,
2022
|
|||||||
ASSETS
|
||||||||
CURRENT ASSETS
|
||||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Accounts receivable
|
|
|
||||||
Merchandise inventory
|
|
|
||||||
Prepaid expenses and other current assets
|
|
|
||||||
Total current assets
|
|
|
||||||
Restricted cash
|
|
|
||||||
Fixed assets, net
|
|
|
||||||
Operating lease right-of-use assets
|
|
|
||||||
Cash surrender value
|
|
|
||||||
Other assets
|
|
|
||||||
TOTAL ASSETS
|
$
|
|
$
|
|
||||
LIABILITIES
|
||||||||
CURRENT LIABILITIES
|
||||||||
Accounts payable
|
$
|
|
$
|
|
||||
Short-term borrowings
|
|
|
||||||
Accrued expenses and other current liabilities
|
|
|
||||||
Current portion of operating lease liabilities
|
|
|
||||||
Total current liabilities
|
|
|
||||||
Operating lease liabilities
|
|
|
||||||
Long-term debt
|
|
|
||||||
Other long-term liabilities
|
|
|
||||||
TOTAL LIABILITIES
|
|
|
||||||
SHAREHOLDERS’ EQUITY
|
||||||||
Preferred stock ($
|
|
|
||||||
Common stock ($
|
|
|
||||||
Additional paid-in capital
|
|
|
||||||
Treasury stock at cost (
|
(
|
)
|
(
|
)
|
||||
Accumulated other comprehensive gain (loss)
|
|
(
|
)
|
|||||
Accumulated deficit
|
(
|
)
|
(
|
)
|
||||
TOTAL SHAREHOLDERS’ EQUITY (DEFICIT)
|
(
|
)
|
|
|||||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
|
$
|
|
$
|
|
Fiscal Year Ended
|
||||||||
January 28,
2023
|
January 29,
2022
|
|||||||
Net revenue
|
$
|
|
$
|
|
||||
Cost of sales
|
|
|
||||||
Gross profit
|
|
|
||||||
Selling, general and administrative expenses
|
|
|
||||||
Loss from continuing operations
|
(
|
)
|
(
|
)
|
||||
Interest expense
|
|
|
||||||
Other income |
( |
) | ||||||
Loss from operations before income tax
|
(
|
)
|
(
|
)
|
||||
Income tax expense
|
|
|
||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Basic and diluted loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Weighted average number of shares outstanding - basic and diluted
|
|
|
Fiscal Year Ended
|
||||||||
January 28,
2023
|
January 29,
2022
|
|||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Pension actuarial gain adjustment
|
|
|
||||||
Comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
Common
Shares
|
Treasury
Shares
|
Common
Stock
|
Additional
Paid-in
Capital
|
Treasury
Stock
At Cost
|
Accumulated
Other
Comprehensive
Gain (Loss)
|
Retained
Earnings
(Accumulated
Deficit)
|
Shareholders’
Equity (Deficit)
|
|||||||||||||||||||||||||
Balance as of January 30, 2021
|
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||||
Net Loss
|
-
|
-
|
|
|
|
|
(
|
)
|
(
|
)
|
||||||||||||||||||||||
Pension actuarial gain adjustment
|
-
|
-
|
|
|
|
|
|
|
||||||||||||||||||||||||
Exercise of warrants
|
|
|
|
|
(
|
)
|
|
|
|
|||||||||||||||||||||||
Common stock issued- Director grants
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Exercise of stock options
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||||
Amortization of unearned compensation/restricted stock amortization
|
-
|
-
|
|
|
|
|
|
|
||||||||||||||||||||||||
Issuance of shares, net of expense | ||||||||||||||||||||||||||||||||
Balance as of January 29, 2022
|
|
(
|
)
|
$
|
|
$
|
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
||||||||||||||
Net Loss | - | - | ( |
) | ( |
) | ||||||||||||||||||||||||||
Pension actuarial gain adjustment
|
- | - | ||||||||||||||||||||||||||||||
Exercise of warrants | ( |
) | ||||||||||||||||||||||||||||||
Common stock issued- Director grants
|
||||||||||||||||||||||||||||||||
Issuance of warrants | - | - | ||||||||||||||||||||||||||||||
Amortization of unearned compensation/restricted stock amortization
|
- | - | ||||||||||||||||||||||||||||||
Vested restricted shares | ||||||||||||||||||||||||||||||||
Issuance of shares, net of expense | ( |
) | ||||||||||||||||||||||||||||||
Balance as of January 28, 2023 | ( |
) | $ | $ |
$ |
( |
) | $ | $ |
( |
) | $ |
( |
) |
Fiscal Year Ended
|
||||||||
January 28,
2023
|
January 29,
2022
|
|||||||
OPERATING ACTIVITIES:
|
||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Depreciation of fixed assets
|
|
|
||||||
Amortization of intangible assets
|
|
|
||||||
Amortization of right-of-use asset
|
|
|
||||||
Stock based compensation
|
|
|
||||||
Warrant proceeds amortization to interest
|
|
|
||||||
Interest on long term debt
|
|
|
||||||
Forgiveness of PPP loan
|
( |
) | ||||||
Change in cash surrender value
|
|
(
|
)
|
|||||
Changes in operating assets and liabilities that provide (use) cash:
|
||||||||
Accounts receivable
|
|
|
||||||
Merchandise inventory
|
|
(
|
)
|
|||||
Prepaid expenses and other current assets
|
(
|
)
|
(
|
)
|
||||
Other long-term assets
|
|
|
||||||
Accounts payable
|
|
(
|
)
|
|||||
Accrued expenses and other current liabilities
|
|
(
|
)
|
|||||
Other long-term liabilities
|
(
|
)
|
(
|
)
|
||||
Net cash used in operating activities
|
(
|
)
|
(
|
)
|
||||
INVESTING ACTIVITIES:
|
||||||||
Purchases of fixed assets
|
(
|
)
|
(
|
)
|
||||
Net cash provided by (used in) investing activities
|
(
|
)
|
(
|
)
|
||||
FINANCING ACTIVITIES:
|
||||||||
Payments of (proceeds from) long term borrowings
|
|
(
|
)
|
|||||
Payments of (proceeds from) PPP Loan
|
|
(
|
)
|
|||||
Proceeds from short term borrowings
|
|
|
||||||
Payments of short-term borrowings
|
(
|
)
|
(
|
)
|
||||
Proceeds from stock offering
|
||||||||
Exercise of stock options
|
||||||||
Net cash provided by financing activities
|
|
|
||||||
Net decrease in cash, cash equivalents, and restricted cash
|
(
|
)
|
(
|
)
|
||||
Cash, cash equivalents, and restricted cash, beginning of year
|
|
|
||||||
Cash, cash equivalents, and restricted cash, end of year
|
$
|
|
$
|
|
||||
Supplemental disclosures and non-cash investing and financing activities:
|
||||||||
Interest paid
|
$
|
|
$
|
|
||||
Warrants issued with debt | $ |
$ |
Note
No.
|
|
Pages
No
|
|
||
1.
|
Nature of Operations and Summary of Significant Accounting Policies
|
38
|
|
||
2.
|
Recently Adopted and Issued Accounting Pronouncements
|
43 |
|
||
3.
|
Other Intangible Assets
|
44 |
|
||
4.
|
Fixed Assets
|
45
|
|
||
5.
|
Restricted Cash
|
45
|
|
||
6.
|
Debt
|
46
|
|
||
7.
|
Leases
|
48
|
|
||
8.
|
Shareholders’ Equity
|
48
|
|
||
9.
|
Benefit Plans
|
49
|
|
||
10.
|
Income Taxes
|
54
|
|
||
11.
|
Related Party Transactions
|
55
|
|
||
12.
|
Commitments and Contingencies
|
56
|
|
||
13.
|
Quarterly Financial Information (Unaudited)
|
58
|
Fixtures and equipment
|
|
Leasehold improvements
|
|
Technology
|
|
• |
Level 1 — Quoted prices in active markets for identical assets or liabilities.
|
• |
Level 2 — Significant observable inputs other than quoted prices in active markets for similar assets and liabilities, such as quoted prices for identical or similar assets or liabilities
in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
|
• |
Level 3 — Significant unobservable inputs reflecting our own assumptions, consistent with reasonably available assumptions made by other market participants.
|
(amounts in thousands)
|
January 30,
2021
|
Amortization
|
January 29,
2022
|
|||||||||
Amortized intangible assets:
|
||||||||||||
Technology
|
$
|
|
$
|
|
$
|
|
||||||
Trade names and trademarks
|
|
|
|
|||||||||
Net amortized intangible assets
|
$
|
|
$
|
|
$
|
|
January 28,
2023
|
January 29,
2022
|
|||||||
(amounts in thousands)
|
||||||||
Capitalized software
|
$
|
|
$
|
|
||||
Fixtures and equipment
|
|
|
||||||
Leasehold improvements
|
|
|
||||||
Total fixed assets
|
|
|
||||||
Allowances for depreciation and amortization
|
(
|
)
|
(
|
)
|
||||
Fixed assets, net
|
$
|
|
$
|
|
January 28,
2023
|
January 29,
2022
|
|||||||
Cash and cash equivalents
|
$
|
|
$
|
|
||||
Restricted cash
|
|
|
||||||
Total cash, cash equivalents and restricted cash
|
$
|
|
$
|
|
Operating Leases
|
||||
(amounts in thousands)
|
||||
2023
|
$ |
|
||
2024
|
|
|||
2025
|
|
|||
Thereafter
|
|
|||
Total lease payments
|
|
|||
Less: amounts representing interest
|
(
|
)
|
||
Present value of lease liabilities
|
$
|
|
As of January 28, 2023
|
||||
Weighted-average remaining lease term (years)
|
||||
Operating leases
|
|
|||
Weighted-average discount rate Operating leases
|
|
%
|
Fiscal 2022
|
||||
(amounts in thousands)
|
||||
Cash paid for amounts included in the measurement of operating lease liabilities
|
||||
Operating cash flows from operating leases
|
$
|
|
(amounts in thousands)
|
Operating Leases
|
|||
2023
|
$
|
|
||
2024
|
|
|||
2025
|
|
|||
Thereafter
|
|
|||
Total minimum lease payments
|
$
|
|
Exercise
|
Number
|
|||||
Price
|
Outstanding
|
|||||
$
|
|
|
||||
$
|
|
|
||||
|
|
||||||||||||
|
Number of
Shares
Subject To
Warrant
|
Warrant
Exercise Price
Range Per Share
|
Weighted
Average
Exercise
Price
|
|||||||||
|
||||||||||||
Balance January 30, 2021
|
|
$
|
|
$
|
|
|||||||
Granted
|
|
$
|
|
|
||||||||
Exercised
|
(
|
)
|
$
|
|
|
|||||||
Balance January 29, 2022
|
|
$
|
|
$
|
|
|||||||
Granted
|
|
$
|
|
|
||||||||
Exercised
|
(
|
)
|
$
|
|
|
|||||||
Balance January 28, 2023
|
|
$
|
|
$
|
|
2022
|
2021
|
|||||||
Dividend yield
|
|
% |
|
% | ||||
Expected stock price volatility
|
|
%
|
|
%
|
||||
Risk-free interest rate
|
|
%
|
|
%
|
||||
Expected award life (in years)
|
|
|
||||||
Weighted average fair value per share of awards granted during the year
|
$
|
|
$
|
|
Employee and Director Stock Award Plans
|
||||||||||||||||||||
Number of
Shares
Subject To
Option
|
Stock Award
Exercise Price
Range Per Share
|
Weighted
Average
Exercise
Price
|
Other
Share
Awards (1)
|
Weighted
Average Grant
Fair Value/
Exercise Price
|
||||||||||||||||
Balance January 30, 2021
|
|
$
|
|
$
|
|
|
$
|
|
||||||||||||
Granted
|
|
$
|
|
|
|
|
||||||||||||||
Cancelled/Forfeited
|
(
|
)
|
$
|
|
|
(
|
)
|
(
|
)
|
|||||||||||
Exercised
|
(
|
)
|
$ |
|
|
(
|
)
|
(
|
)
|
|||||||||||
Balance January 29, 2022
|
|
$
|
|
$
|
|
|
$
|
|
||||||||||||
Granted
|
|
$
|
|
|
|
|
||||||||||||||
Cancelled/Forfeited
|
(
|
)
|
$
|
|
|
(
|
)
|
(
|
)
|
|||||||||||
Exercised
|
|
$
|
|
|
(
|
)
|
(
|
)
|
||||||||||||
Balance January 28, 2023
|
|
$
|
|
$
|
|
|
$
|
|
(amounts in thousands)
|
January 28,
2023
|
January 29,
2022
|
||||||
Change in Projected Benefit Obligation:
|
||||||||
Benefit obligation at beginning of year
|
$
|
|
$
|
|
||||
Service cost
|
|
|
||||||
Interest cost
|
|
|
||||||
Actuarial gain
|
(
|
)
|
(
|
)
|
||||
Benefits paid
|
(
|
)
|
(
|
)
|
||||
Benefit obligation at end of year
|
$
|
|
$
|
|
||||
Fair value of plan assets at end of year
|
$
|
|
$
|
|
||||
Funded status
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Unrecognized net actuarial loss
|
(
|
)
|
(
|
)
|
||||
Accrued benefit cost
|
$
|
(
|
)
|
$
|
(
|
)
|
January 28,
2023
|
January 29,
2022
|
|||||||
(amounts in thousands)
|
||||||||
Current liability
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Long term liability
|
(
|
)
|
(
|
)
|
||||
Accumulated other comprehensive loss
|
(
|
)
|
(
|
)
|
||||
Net amount recognized
|
$
|
(
|
)
|
$
|
(
|
)
|
Fiscal Year
|
||||||||
2022
|
2021
|
|||||||
Service cost
|
$
|
|
$
|
|
||||
|
|
|
||||||
Amortization of actuarial net gain
|
|
|
||||||
Net periodic benefit cost
|
$
|
|
$
|
|
2022
|
2021
|
|||||||
Net prior service cost recognized as a component of net periodic benefit cost
|
$
|
|
$
|
|
||||
Net actuarial (gain) loss arising during the period
|
(
|
)
|
(
|
)
|
||||
(
|
)
|
(
|
)
|
|||||
Income tax effect
|
|
|
||||||
Total recognized in other comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Total recognized in net periodic benefit cost and other comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
(amounts in thousands)
|
January 28,
|
January 29,
|
||||||
2023
|
2022
|
|||||||
Net unrecognized actuarial loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Other actuarial adjustments
|
(
|
)
|
|
|||||
Accumulated other comprehensive loss
|
$
|
(
|
)
|
$
|
(
|
)
|
||
Tax expense
|
|
|
||||||
Accumulated other comprehensive loss
|
$
|
(
|
)
|
$
|
|
2022
|
2021
|
|||||||
Weighted-average assumptions used to determine benefit obligation:
|
||||||||
Discount rate
|
|
%
|
|
%
|
||||
Salary increase rate
|
|
%
|
|
%
|
||||
Measurement date
|
|
|
Fiscal Year
|
||||||||
2022
|
2021
|
|||||||
Weighted-average assumptions used to determine net periodic benefit cost:
|
||||||||
Discount rate
|
|
%
|
|
%
|
||||
Salary increase rate
|
N/A
|
N/A
|
Year
|
Pension Benefits
|
|||
(amounts in thousands)
|
||||
2023
|
|
|||
2024
|
|
|||
2025
|
|
|||
2026
|
|
|||
2027
|
|
|||
2028 – 2032
|
|
Fiscal Year
|
||||||||
2022
|
2021
|
|||||||
(amounts in thousands)
|
||||||||
Federal - current
|
$
|
|
$
|
|
||||
State - current
|
|
|
||||||
Deferred
|
|
|
||||||
Income tax (benefit) expense
|
$
|
|
$
|
|
Fiscal Year
|
||||||||
2022 |
2021
|
|||||||
Federal statutory rate
|
% |
|
%
|
|||||
State income taxes, net of federal tax effect
|
( |
%) |
(
|
%)
|
||||
Change in Valuation Allowance
|
( |
%) |
(
|
%)
|
||||
Cash surrender value - insurance / benefit program
|
( |
%) |
|
%
|
||||
Other
|
% |
|
%
|
|||||
Effective tax rate
|
( |
%) |
(
|
%)
|
January 28,
2023
|
January 29,
2022
|
|||||||
(amounts in thousands)
|
||||||||
DEFERRED TAX ASSETS
|
||||||||
Accrued Expenses
|
$
|
|
$
|
|
||||
Inventory
|
|
|
||||||
Retirement and compensation related accruals
|
|
|
||||||
Federal and state net operating loss and credit carry forwards
|
|
|
||||||
Losses on investment
|
|
|
||||||
Others
|
|
|
||||||
Gross deferred tax assets before valuation allowance
|
|
|
||||||
Less: valuation allowance
|
(
|
)
|
(
|
)
|
||||
Total deferred tax assets
|
$
|
|
$
|
|
||||
DEFERRED TAX LIABILITIES
|
||||||||
Fixed assets |
( |
) | ( |
) | ||||
Total deferred tax liabilities
|
$
|
(
|
)
|
$
|
(
|
)
|
||
NET DEFERRED TAX ASSET
|
$
|
|
$
|
|
Fiscal Year
|
||||||||
2022
|
2021
|
|||||||
(amounts in thousands)
|
||||||||
Unrecognized tax benefits at beginning of year
|
$
|
|
$
|
|
||||
Decreases in tax positions from prior years
|
|
|
||||||
Unrecognized tax benefits at end of year
|
$
|
|
$
|
|
• |
Subordinated Loan and Security Agreement (as amended), pursuant to which the Related Party Entities made a $
|
• |
Common Stock Purchase Warrants (“Warrants”), pursuant to which the Company issued warrants to purchase up to
|
• |
Contingent Value Rights Agreement (the “CVR Agreement”), pursuant to which the Related Party Entities received contingent value rights (“CVRs”) representing the contractual right to
receive cash payments from the Company in an amount equal, in the aggregate, to
|
• |
Voting Agreement (the “Voting Agreement”), pursuant to which the Related Party Entities, the Trust, Mr. Simpson and their respective related entities agreed to how their respective shares
of the Company’s capital stock held by the parties will be voted with respect to the designation, election, removal, and replacement of members of the Board of Directors of the Company. On August 2, 2022, the parties entered into Amendment
No. 1 to the Voting Agreement setting forth their agreements and understandings with respect to how shares of the Company’s capital stock held by the parties thereto will be voted with respect to (i) amending the Certificate of
Incorporation of the Company to set the size of the Board of Directors of the Company at four directors and (ii) the designation, election, removal, and replacement of members of the Board.
|
• |
An
amendment to the Subordinated Loan and Security Agreement, pursuant to which Alimco made an additional $
|
• |
Common
Stock Purchase Warrant (“Alimco Warrant”), pursuant to which the Company issued warrants to purchase up to
|
• |
Registration
Rights Agreement, pursuant to which Alimco has been granted customary demand and piggyback registration rights with respect to the Warrant Shares issued upon exercise of the Alimco Warrant; and
|
• |
Contingent
Value Rights Agreement (the “Second CVR Agreement”) pursuant to which Alimco received additional contingent value rights (“Additional CVRs”) representing the contractual right to receive cash payments from the Company in an amount
equal, in the aggregate, to
|
Fiscal 2022 Quarter Ended
|
||||||||||||||||||||
Fiscal
2022
|
January 28,
2023
|
October 29,
2022
|
July 30,
2022
|
April 30,
2022
|
||||||||||||||||
Net Revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Gross profit
|
|
|
|
|
|
|||||||||||||||
Net loss
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
|||||
Basic and diluted loss per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
Fiscal 2021 Quarter Ended
|
||||||||||||||||||||
Fiscal
2021
|
January 29,
2022
|
October 30,
2021(1)
|
July 31,
2021(2)
|
May 1,
2021
|
||||||||||||||||
Net Revenue
|
$
|
|
$
|
|
$
|
|
$
|
|
$
|
|
||||||||||
Gross profit
|
|
|
|
|
|
|||||||||||||||
Net income (loss)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
||||||
Diluted income (loss) per share
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
(
|
)
|
$
|
|
$
|
(
|
)
|
1.
|
|
2. |
|
Underwriting Agreement, dated March 16, 2021, by and between Kaspien Holdings Inc. and Aegis Capital Corp. - incorporated herein by reference to Exhibit 1.1 to the Company’s Form 8-K
filed on March 16, 2021. Commission File No. 0-14818.
|
|
Asset Purchase Agreement by and among Record Town, Inc., Record Town USA LLC, Record Town Utah LLC, Trans World FL LLC, Trans World New York, LLC, Kaspien Holdings Inc., 2428392 Inc.,
and 2428391 Ontario Inc, o/a Sunrise Records, dated as of January 23, 2020 – incorporated herein by reference to Exhibit 2.1 to the Company’s Form 8-K filed on January 23, 2020. Commission File No. 0-14818.
|
|
Amendment No. 1 to Asset Purchase Agreement by and among Record Town, Inc., Record Town USA LLC, Record Town Utah LLC, Trans World FL LLC, Trans World New York, LLC, Kaspien Holdings
Inc., 2428392 Inc., and 2428391 Ontario Inc, o/a Sunrise Records, dated as of February 20, 2020 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed on February 20, 2020. Commission File No. 0-14818.
|
|
3.1
|
Restated Certificate of Incorporation – incorporated herein by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended January 29, 1994. Commission File No.
0-14818.
|
Certificate of Amendment to the Certificate of Incorporation — incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
October 29, 1994. Commission File No. 0-14818.
|
|
Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 31,
1998. Commission File No. 0-14818.
|
|
Form of Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 3.5 to the Company’s Registration Statement on Form S-4, No. 333-75231.
|
|
Form of Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 3.6 to the Company’s Registration Statement on Form S-4, No. 333-75231.
|
|
Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed August 15, 2000. Commission
File No. 0-14818.
|
|
Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 2 to the Company’s Current Report on Form 8-A filed August 15, 2000.
Commission File No. 0-14818.
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Certificate of Amendment to the Certificate of Incorporation – incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed July 16, 2019. Commission File No.
0-14818.
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Certificate of Amendment of Certificate of Incorporation of Trans World Entertainment Corporation, dated September 3, 2020 – incorporated herein by reference to Exhibit 3.1 to the
Company’s Form 8-K filed on September 3, 2020. Commission File No. 0-14818.
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Certificate of Amendment of Certificate of Incorporation of Kaspien Holdings Inc., dated March 8, 2022 – incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed
on March 8, 2022. Commission File No. 0-14818.
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Certificate of Amendment of Certificate of Incorporation of Kaspien Holdings Inc. – incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed on August 2, 2022. Commission File No. 0-14818.
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Amended By-Laws – incorporated herein by reference to Exhibit 3.4 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2000. Commission File No. 0-14818.
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Amendment No. 1 to By-Laws – incorporated herein by reference to Exhibit 3.1 to the Company’s Form 8-K filed March 31, 2020. Commission File No. 0-14818.
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Amendment No. 2 to Bylaws of Kaspien Holdings Inc., dated September 3, 2020 – incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed on September 3, 2020.
Commission File No. 0-14818.
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Amendment No. 3 to Bylaws of Kaspien Holdings Inc., dated March 8, 2022 – incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed on March 8, 2022. Commission
File No. 0-14818.
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Amendment No. 4 to Bylaws of Kaspien Holdings Inc. – incorporated herein by reference to Exhibit 3.2 to the Company’s Form 8-K filed on August 2, 2022. Commission File No. 0-14818.
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Specimen of Kaspien Holdings Inc. Stock Certificate – incorporated herein by reference to Exhibit 4.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended January 29,
2022. Commission File No. 0-14818.
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Description of Kaspien Holdings Inc. Capital Stock.
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4.3 |
Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K dated March 8, 2022). Commission File No. 0-14818.
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Amended and Restated Common Stock Purchase Warrant, dated as of April 4, 2022 – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 5, 2022.
Commission File No. 0-14818.
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Loan and Security Agreement by and among Kaspien Inc. and Encina Business Credit, LLC, dated as of February 20, 2020 – incorporated herein by reference to Exhibit 10.1 to the Company’s
Form 8-K filed February 20, 2020. Commission File No. 0-14818.
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Amendment No. 1 to Loan and Security Agreement by and among Kaspien Inc. and Encina Business Credit, LLC, dated as of March 30, 2020 – incorporated herein by reference to Exhibit 10.1
to the Company’s Form 8-K filed March 31, 2020. Commission File No. 0-14818.
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Amendment No. 2 to Loan and Security Agreement by and among Kaspien Inc. and Encina Business Credit, LLC, dated as of March 30, 2020 – incorporated herein by reference to Exhibit 10.1
to the Company’s Form 8-K filed April 8, 2021. Commission File No. 0-14818.
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Amendment No. 3 to Loan and Security Agreement dated September 17, 2021 – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed September 20, 2021.
Commission File No. 0-14818.
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Amendment No. 4 to Loan and Security Agreement – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed March 8, 2022. Commission File No. 0-14818.
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Amendment No. 5 to Loan and Security Agreement
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Subordinated Loan and Security Agreement dated as of March 30, 2020 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed March 31, 2020. Commission File
No. 0-14818.
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Amendment No. 1 to Subordinated Loan and Security Agreement dated September 17, 2021 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed September 20,
2021. Commission File No. 0-14818.
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Amendment No. 2 to Subordinated Loan and Security Agreement – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed March 8, 2022. Commission File No.
0-14818.
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Contingent Value Rights Agreement, dated as of March 30, 2020 – incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed March 31, 2020. Commission File No.
0-14818.
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Contingent Values Rights Agreement – incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed March 8, 2022. Commission File No. 0-14818.
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Common Stock Purchase Warrants, dated as of March 30, 2020 – incorporated herein by reference to Exhibit 4.1 to the Company’s Form 8-K filed March 31, 2020. Commission File No.
0-14818.
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Voting Agreement, dated as of March 30, 2020 – incorporated herein by reference to Exhibit 4.2 to the Company’s Form 8-K filed March 31, 2020. Commission File No. 0-14818.
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Registration Rights Agreement – incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed March 8, 2022. Commission File No. 0-14818.
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Form of Indemnification Agreement dated May 1, 1995 between the Company and its officers and directors – incorporated herein by reference to Exhibit 10.2 to the Company’s Quarterly Report on
Form 10-Q for the fiscal quarter ended April 29, 1995. Commission File No. 0-14818.
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Kaspien Holdings Inc. Supplemental Executive Retirement Plan, as amended – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 16, 2012. Commission File
No. 0-14818.
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Kaspien Holdings Inc. Bonus Plan – incorporated herein by reference to Appendix A to Kaspien Holdings Inc.’s Definitive Proxy Statement on Form 14A filed as of May 30, 2014. Commission File
No. 0-14818.
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Kaspien Holdings Inc. 2005 Long Term Incentive and Share Award Plan (As Amended and Restated on August 2, 2022) – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K
filed on August 2, 2022. Commission File No. 0-14818.
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Severance, Retention and Restrictive Covenant Agreement between the Company and Edwin J. Sapienza, dated February 26, 2019 – incorporated herein by reference to Exhibit 10.2 to the Company’s
Form 8-K filed on March 4, 2019. Commission File No. 0-14818.
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Brock Kowalchuk Offer Letter dated as of March 28, 2022 – incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 1, 2022. Commission File No. 0-14818.
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Brock Kowalchuk Severance Agreement dated as of July 31, 2020 – incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed April 1, 2022. Commission File No.
0-14818.
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Amendment No. 1 to Voting Agreement – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed on August 2, 2022. Commission File No. 0-14818.
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Engagement Agreement dated July 11, 2022 – incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Securities Purchase Agreement (PIPE), dated July 12, 2022, by and among the Company and the purchasers party hereto – incorporated herein by reference to Exhibit 10.2 to the Company’s
Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Securities Purchase Agreement (Registered Offering), dated July 12, 2022, by and among the Company and the purchasers party thereto – incorporated herein by reference to Exhibit 10.3 to
the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Form of Investor Warrant (PIPE) – incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Form of Pre-Funded Warrant (PIPE) – incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Form of Pre-Funded Warrant (Registered Offering) – incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Registration Rights Agreement, dated July 12, 2022, by and among the Company and the purchasers party thereto – incorporated herein by reference to Exhibit 10.7 to the Company’s Form
8-K filed July 14, 2022. Commission File No. 0-14818.
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Form of Lockup Agreement – incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818.
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Significant Subsidiaries of the Registrant.
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Consent of Fruci & Associates II, PLLC.
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Certification of Chief Executive Officer dated April 28, 2023, relating to the Registrant’s Annual Report on Form 10-K for the year ended January 28, 2023, pursuant to Rule 13a-14(a) or Rule
15a-14(a).
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Certification of Chief Financial Officer dated April 28, 2023, relating to the Registrant’s Annual Report on Form 10-K for the year ended January 28, 2023, pursuant to Rule 13a-14(a) or
Rule 15a-14(a).
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Certification of Chief Executive Officer and Chief Financial Officer of Registrant, dated April 28, 2023, pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 relating to the Registrant’s Annual Report on Form 10-K for the year ended January 28, 2023.
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