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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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 3, 2024
Kidpik
Corp.
(Exact
name of registrant as specified in its charter)
Delaware |
|
001-41032 |
|
81-3640708 |
(State
or other jurisdiction
of
incorporation or organization) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
Number) |
200
Park Avenue South, 3rd Floor
New
York, New York |
|
10003 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (212) 399-2323
Not
Applicable
(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
communications 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
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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
Stock, $0.001 par value per share |
|
PIK |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
Item
1.01 Entry into a Material Definitive Agreement.
On
September 3, 2024, Ezra Dabah, the Chief Executive Officer and Chairman of Kidpik Corp., a Delaware corporation (“Kidpik”),
entered into a Voting Agreement, effective as of the same date (the “Voting Agreement”), with Ezra Dabah’s children,
Moshe Dabah, who is also our Vice President, Chief Operating Officer and Chief Technology Officer (who holds 36,852 shares of outstanding
common stock), Eva Yagoda (who holds 13,420 shares of common stock), Joia Kazam (who holds 13,420 shares of common stock), Chana Rapaport
(who holds 13,420 shares of common stock) and Yaacov Dabah (who holds 19,325 shares of common stock); and certain trusts in the names
of Mr. Dabah’s children, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997,
Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah (which in aggregate
hold 301,682 shares of common stock), and which are beneficially owned by Mr. Dabah’s wife and mother-in-law (each a “Stockholder”).
Pursuant to the Voting Agreement, each Stockholder party thereto provided complete authority to Ezra Dabah to vote the shares of common
stock held by such Stockholder, and any future voting shares obtained by such Stockholder, at any and all meetings of stockholders of
the Company and via any written consents.
The
Voting Agreement replaced a prior Voting Agreement which expired on August 31, 2024, pursuant to its terms, which was between each of
the parties to the Voting Agreement, and Ezra Dabah’s sister and brother, and provided Ezra Dabah similar voting rights to each
of the voting shares held by each of the other parties thereto (the “Prior Voting Agreement”).
The
Voting Agreement has a term through December 31, 2027, but can be terminated at any time by Mr. Dabah and terminates automatically upon
the death of Mr. Dabah, as to any specific Stockholder, when such stockholder no longer holds any voting shares, and to any individual
Stockholder, the date that Mr. Dabah has released such Stockholder from the terms of the Voting Agreement in writing. In connection with
their entry into the Voting Agreement, each of the Stockholders provided Mr. Dabah an irrevocable voting proxy to vote the shares covered
by the Voting Agreement.
As
a result of the Voting Agreement, Mr. Dabah beneficially owns approximately 59.4% of the Company’s outstanding voting stock. Prior
to the expiration of the Prior Voting Agreement, Mr. Dabah beneficially owned approximately 66.6% of the Company’s voting stock,
and between September 1, 2024 and September 3, 2024, Mr. Dabah beneficially owned approximately 39.0% of the Company’s outstanding
voting stock.
The
Company is a party to the Voting Agreement, solely to assist in the enforcement of its terms.
The
foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full
text of such Voting Agreement, a copy of which is filed herewith as Exhibit 10.1 and incorporated by reference herein in
its entirety.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
No. |
|
Description |
10.1* |
|
Voting Agreement effective September 3, 2024, by and among Ezra Dabah, and each of Eva Yagoda, Joia Kazam, Moshe Dabah, Chana Rapaport, Yaacov Dabah, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997, Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah |
104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Filed herewith.
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:
September 9, 2024
|
Kidpik
Corp. |
|
|
|
|
By: |
/s/
Ezra Dabah |
|
Name: |
Ezra
Dabah |
|
Title: |
Chief
Executive Officer |
Exhibit
10.1
VOTING
AGREEMENT
THIS
VOTING AGREEMENT, effective as of the later of (a) August 31, 2024; and (b) the date of Dabah’s signature on the signature
page hereof below (the “Effective Date”), this Voting Agreement (this “Agreement”),
is made by and among Ezra Dabah, an individual (“Dabah”) and each of Eva Yagoda, Joia Kazam, Moshe Dabah, Chana
Rapaport, Yaacov Dabah, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997,
Trust FBO Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah (each a “Stockholder”,
and collectively, the “Stockholders”).
RECITALS
WHEREAS,
the Stockholders hold that number of shares of the common stock of Kidpik Corp., a Delaware corporation (the “Company”)
as set forth next to their names on Appendix 1 hereto (the “Shares”); and
WHEREAS,
the Stockholders each desire to enter into this Agreement to provide Dabah, a significant shareholder and the Chief Executive Officer
of the Company, voting rights to the Shares, on the terms and pursuant to the conditions set forth below.
Accordingly,
in consideration of the mutual representations, warranties, covenants and agreements set forth herein, for $10, the receipt and sufficiency
of which each Stockholder acknowledges from Dabah, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties to this Agreement, intending to be legally bound, agree as follows:
ARTICLE
I.
SHARES;
AGREEMENT TO VOTE AND VOTING PROXY; TERM AND RIGHTS
1.1.
The Shares. Any interest or other voting securities, or the voting rights relating thereto, of the Company, that may be owned,
held or subsequently acquired in any manner, legally or beneficially, directly or indirectly, of record or otherwise, by the Stockholders,
other than the Shares, at any time during the term of this Agreement as (a) a result of that certain Agreement and Plan of Merger and
Reorganization entered into on March 29, 2024, between the Company, Nina Footwear Corp., a Delaware corporation, and Kidpik Merger Sub,
Inc., a Delaware corporation and wholly-owned subsidiary of the Company, as such agreement may be amended or restated from time to time;
(b) a result of the ownership of the Shares whether issued incident to any split, dividend, conversion, increase in capitalization, recapitalization,
merger, consolidation, reorganization, or other transaction; and (c) any additional voting shares or other voting securities of the Company,
or the voting rights relating thereto, that may be owned, held or subsequently acquired in any manner, legally or beneficially, directly
or indirectly, of record or otherwise, by the Stockholders from time to time during the Term of this Agreement; shall be included within
the term “Shares” as used herein and shall be subject to the terms of this Agreement.
Page 1 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
1.2.
Agreement to Vote Shares.
1.2.1
Each Stockholder, by each Stockholder’s entry into this Agreement, hereby constitutes and appoints Dabah, with the power to act
alone and with full power of substitution, during and for the Term, as such Stockholder’s true and lawful attorney and irrevocable
proxy, for and in the Stockholder’s name, place and stead, to vote or act by written consent with respect to the Shares owned or
held by Stockholder as Stockholder’s proxy, and to execute all appropriate instruments consistent with this Agreement on behalf
of Stockholder, in all proceedings in which the vote or written consent of the Stockholder may be required or authorized by law during
the Term (including, but not limited to actual meetings of the stockholders of the Company and written consents to action) regardless
of whether such Stockholder actually attends any applicable meeting or signs any applicable consent, or not (the “Proxy”).
Each Stockholder intends the foregoing Proxy to be, and it shall be, irrevocable and coupled with an interest during the Term. All action
to be taken on any question shall be determined by Dabah, or his assigns, in his/their sole discretion. Without limiting the foregoing,
each Stockholder shall deliver to Dabah a duly executed Irrevocable Voting Proxy, which shall be irrevocable to the fullest extent permissible
by law, in the form attached hereto as Exhibit A simultaneously with the execution hereof.
1.2.2
The proxy and power granted by each such Stockholder pursuant to this Section 1.2 are coupled with an interest. The proxy and
power will be irrevocable for the Term hereof, and the vote (or action by written consent) of Dabah (or his assigns), in his capacity
as proxyholder, shall control in any conflict between the vote (or action by written consent) of Dabah (or his assigns), in his capacity
as proxyholder, with respect to each Stockholder’s Shares and the vote (or action by written consent) of each such Stockholder
with respect to such Stockholder’s Shares.
1.2.3
Each Stockholder agrees that, except as required under the Company’s organizational documents, as soon as reasonably practicable
prior to (i) any meeting of the stockholders of the Company, however called, including any adjournment, recess or postponement thereof,
and (ii) the requested execution of any written consent of the stockholders of the Company, Stockholder shall notify Dabah in writing
of such meeting or written consent and, in the case of a meeting, deliver to Dabah any proxy card received by Stockholder relating thereto.
Dabah agrees that he shall exercise his duty as proxyholder in accordance with the terms of this Section 1.2.
1.2.4
Each Stockholder hereby agrees that, except for this Agreement, such Stockholder (i) has not entered into, and shall not enter into at
any time while this Agreement remains in effect, any voting agreement or voting trust with respect to any Shares and (ii) has not granted,
and shall not grant at any time while this Agreement remains in effect, a proxy, consent or power of attorney with respect to any Shares,
in the case of each of clause (i) and (ii), that would prevent the Stockholder’s compliance with this Agreement.
1.2.5
The voting requirements set forth in this Section 1.2 shall be defined herein as the “Voting Requirements”.
Page 2 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
1.3.
Irrevocable Proxy and Power of Attorney.
1.3.1
Each Stockholder, by his, her or its entry into this Agreement, hereby constitutes and appoints Dabah, with the power to act alone and
with full power of substitution, during and for the Term, as Stockholder’s true and lawful attorney and irrevocable proxy, for
and in the Stockholder’s name, place and stead, to vote or act by written consent with respect to the Shares owned or held by Stockholder
as Stockholder’s proxy, solely in connection with the Voting Requirements, and to execute all appropriate instruments consistent
with this Agreement on behalf of Stockholder, in all proceedings in which the vote or written consent of the Stockholder may be required
or authorized by law during the Term (including, but not limited to actual meetings of the stockholders of the Company and written consents
to action) regardless of whether such Stockholder actually attends any applicable meeting or signs any applicable consent, or not (the
“Proxy”). Each Stockholder intends the foregoing Proxy to be, and it shall be, irrevocable and coupled with
an interest during the Term. All action to be taken on any question relating to the Voting Requirements shall be determined by Dabah,
or his assigns, in his/their sole discretion. Without limiting the foregoing, each Stockholder shall deliver to Dabah a duly executed
Irrevocable Voting Proxy in the form of Exhibit A hereto, which shall be irrevocable to the fullest extent permissible
by law, in the form attached hereto simultaneously with the execution hereof.
1.3.2
The proxy and power granted by such Stockholder pursuant to this Section 1.3 are coupled with an interest. The proxy and power
will be irrevocable for the Term hereof, and the vote (or action by written consent) of Dabah (or his assigns), in his capacity as proxyholder,
in connection with the Director Voting Requirements shall control in any conflict between the vote (or action by written consent) of
Dabah (or his assigns), in his capacity as proxyholder, with respect to such Stockholder’s Shares and the vote (or action by written
consent) of each such Stockholder with respect to Stockholder’s Shares.
1.3.3
Each Stockholder agrees that, except for this Agreement (and a prior Voting Agreement entered into with Dabah), Stockholder (i) has not
entered into, and shall not enter into at any time while this Agreement remains in effect, any voting agreement or voting trust with
respect to any Shares and (ii) has not granted, and shall not grant at any time while this Agreement remains in effect, a proxy, consent
or power of attorney with respect to any Shares, in the case of each of clause (i) and (ii), that would prevent the Stockholder’s
compliance with this Agreement.
1.4.
Termination. The provisions of this Agreement shall terminate automatically upon the earlier of (a) December 31, 2027, (b) the
death of Dabah, (c) as to any individual Stockholder, the date that such Stockholder no longer owns any Shares of the Company, and (d)
as to each individual Stockholder, the date that Dabah has provided written notice to such Stockholder of the termination of this Agreement
(the “Term”). No termination of the rights hereunder as to any one Stockholder shall have any effect on the
obligations of any other Stockholder hereunder.
1.5.
Reservation of Rights. All other rights and privileges of ownership of the Shares shall be reserved to and retained by the Stockholders,
except to the extent expressly set forth herein.
Page 3 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
ARTICLE
II.
GENERAL
PROVISIONS
2.1.
Proxyholder’s Liability. Dabah, in his capacity as a proxyholder pursuant to Section 1.2, shall not be liable for
any error of judgment nor for any act done or omitted, nor for any mistake of fact or law nor for anything which Dabah may do or refrain
from doing in good faith in his capacity as a proxyholder, nor shall Dabah have any accountability hereunder, except for his own bad
faith, gross negligence or willful misconduct. Furthermore, upon any judicial or other inquiry or investigation of or concerning Dabah’s
acts pursuant to his rights and powers as a proxyholder, such acts shall be deemed reasonable and in the best interests of the Stockholder
unless proved to the contrary by clear and convincing evidence.
2.2.
Counterparts. This Agreement and any signed agreement or instrument entered into in connection with this Agreement, and any amendments
hereto or thereto, may be executed in one or more counterparts, all of which shall constitute one and the same instrument. Any such counterpart,
to the extent delivered by means of a facsimile machine or by .pdf, .tif, .gif, .jpeg or similar attachment to electronic mail (any such
delivery, an “Electronic Delivery”) shall be treated in all manner and respects as an original executed counterpart
and shall be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.
At the request of any party, each other party shall re-execute the original form of this Agreement and deliver such form to all other
parties. No party shall raise the use of Electronic Delivery to deliver a signature or the fact that any signature or agreement or instrument
was transmitted or communicated through the use of Electronic Delivery as a defense to the formation of a contract, and each such party
forever waives any such defense, except to the extent such defense relates to lack of authenticity.
2.3.
Review of Agreement and Representations. Each party herein expressly represents and warrants to all other parties hereto that
(a) before executing this Agreement, said party has fully informed itself of the terms, contents, conditions and effects of this Agreement;
(b) said party has relied solely and completely upon its own judgment in executing this Agreement; (c) said party has had the opportunity
to seek and has obtained the advice of its own legal, tax and business advisors before executing this Agreement; (d) said party has acted
voluntarily and of its own free will in executing this Agreement; and (e) this Agreement is the result of arm’s length negotiations
conducted by and among the parties and their respective counsel.
2.4.
Entire Agreement. This Agreement (including the exhibits, appendixes and schedules hereto and thereto) contains all of the terms,
conditions and representations and warranties agreed to by the parties relating to the subject matter of this Agreement and supersedes
all prior or contemporaneous agreements, negotiations, correspondence, undertakings, understandings, representations and warranties,
both written and oral, among the parties to this Agreement with respect to the subject matter of this Agreement. No representation, warranty,
inducement, promise, understanding or condition not set forth in this Agreement has been made or relied upon by any of the parties to
this Agreement.
Page 4 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
2.5.
Authority to Enter Into Agreement. Each of the parties to this Agreement hereby represents and warrants to the other that he is
duly authorized and empowered to execute, deliver and perform this Agreement and the transactions contemplated herein, and that such
actions do not conflict with or violate any provision of law, regulation, policy, contract, deed of trust or other instrument to which
he is a party or by which he, she or it is bound and that this Agreement constitutes a valid and binding obligation, enforceable in accordance
with its terms. Assuming the due authorization, execution and delivery of this Agreement by the parties hereto and thereto, this Agreement
constitutes, the legal, valid and binding obligation of the parties enforceable against each party in accordance with its terms, except
as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’
rights generally and general equitable principles.
2.6.
Governing Law. This Agreement and any claim, controversy or dispute arising under or related thereto, the relationship of the
parties, and/or the interpretation and enforcement of the rights and duties of the parties, whether arising in law or in equity, in contract,
tort or otherwise, shall be governed by, and construed and interpreted in accordance with, the laws of the State of Delaware without
regard to its rules regarding conflicts of law to the extent that the application of the laws of another jurisdiction would be required
thereby.
2.7.
Stock Splits, Stock Dividends, etc. Wherever in this Agreement (or the Proxy) there is a reference to a specific number of Shares
of the equity securities of the Company, then, upon the occurrence of any of foregoing events, the specific number of Shares so referenced
in this Agreement (or the Proxy) shall automatically be proportionally adjusted to reflect the effect on the outstanding shares of such
class or series of stock by such event.
2.8.
Binding Effect. This Agreement shall not be binding on any Stockholder unless and until this Agreement is executed by Dabah, and
upon such execution by Dabah, shall be binding on and inure to the benefit of each of the Stockholders that have executed this Agreement
as of such date, even if not all Stockholders have signed, and their respective heirs, successors, and assigns. Additional Stockholders
may become party to this Agreement at any time by the execution of a counterparty hereto, along with delivery of an executed Proxy.
[Signature
pages follow.]
Page 5 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
IN
WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties to this Agreement
to be effective as of the Effective Date.
|
“Dabah” |
|
|
|
/s/
Ezra Dabah |
|
Ezra
Dabah |
|
|
|
Date:
Sept/3/2024 |
“Stockholders” |
|
|
|
/s/
Eva Yagoda |
|
Eva
Yagoda |
|
Date:
9/3/2024 |
|
|
|
/s/
Joia Kazam |
|
Joia
Kazam |
|
Date:
8/29/2024 |
|
|
|
/s/
Moshe Dabah |
|
Moshe
Dabah |
|
Date:
8/29/2024 |
|
|
|
/s/
Chana Rapaport |
|
Chana
Rapaport |
|
Date:
8/29/2024 |
|
|
|
/s/
Yaacov Dabah |
|
Yaacov
Dabah |
|
Date:
8/29/2024 |
|
Page 6 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
u/a/d
0202/1997, Trust FBO Eva Dabah |
|
|
|
/s/
Raine Silverstein |
|
/s/
Renee Dabah |
Raine
Silverstein |
|
Renee
Dabah |
Co-Trustee |
|
Co-Trustee |
Date:
8/28/2024 |
|
Date:
8/28/2024 |
|
|
|
u/a/d
0202/1997, Trust FBO Moshe Dabah |
|
|
|
/s/
Raine Silverstein |
|
/s/
Renee Dabah |
Raine
Silverstein |
|
Renee
Dabah |
Co-Trustee |
|
Co-Trustee |
Date:
8/28/2024 |
|
Date:
8/28/2024 |
|
|
|
u/a/d
0202/1997, Trust FBO Chana Dabah |
|
|
|
/s/
Raine Silverstein |
|
/s/
Renee Dabah |
Raine
Silverstein |
|
Renee
Dabah |
Co-Trustee |
|
Co-Trustee |
Date:
8/28/2024 |
|
Date:
8/28/2024 |
|
|
|
u/a/d 0202/1997, Trust FBO Yaacov Dabah |
|
/s/
Raine Silverstein |
|
/s/
Renee Dabah |
Raine
Silverstein |
|
Renee
Dabah |
Co-Trustee |
|
Co-Trustee |
Date:
8/28/2024 |
|
Date:
8/28/2024 |
|
|
|
The u/a/d 02/02/1997, Trust FBO Joia Kazam |
|
|
|
/s/
Raine Silverstein |
|
/s/
Renee Dabah |
Raine
Silverstein |
|
Renee
Dabah |
Co-Trustee |
|
Co-Trustee |
Date:
9/5/2024 |
|
Date:
9/5/2024 |
Page 7 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
“Company”
Confirming
that the Company agrees to use commercially reasonable efforts: (a) to assist in the enforcement of the terms of this Agreement, including,
without limitation; (b) to inform the parties of this Agreement of any breach of this Agreement (to the extent the Company has knowledge
thereof); and (c) to assist the parties of this Agreement in the exercise of their rights and the performance of their obligations under
this Agreement:
Kidpik
Corp. |
|
|
|
/s/
Jill Pasechnick |
|
Jill
Pasechnick |
|
Chief
Accounting Officer |
|
Date:
8/29/2024 |
|
Page 8 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
Appendix
1
Stockholder | |
Initial Shares Subject to Voting Agreement | |
Eva Yagoda | |
| 13,420 | |
Joia Kazam | |
| 13,420 | |
Moshe Dabah | |
| 36,852 | |
Chana Rapaport | |
| 13,420 | |
Yaacov Dabah | |
| 19,325 | |
u/a/d 02/02/1997, Trust FBO Eva Dabah | |
| 33,550 | |
u/a/d 02/02/1997, Trust FBO Joia Kazam | |
| 65,490 | |
u/a/d 02/02/1997, Trust FBO Moshe Dabah | |
| 66,966 | |
u/a/d 02/02/1997, Trust FBO Chana Dabah | |
| 64,819 | |
u/a/d 02/02/1997, Trust FBO Yaacov Dabah | |
| 70,858 | |
| |
| 398,120 | |
Page 9 of 9 |
Voting Agreement |
Dabah – Kidpik – August 2024 |
EXHIBIT
A
IRREVOCABLE
VOTING PROXY
The
undersigned (the “Stockholder”), who/which owns certain shares of the common stock of Kidpik Corp., a Delaware
corporation (the “Company” and such number of shares of common stock of the Company as set forth next to the
Stockholder’s name on Appendix 1 to the Agreement (defined below), the “Shares”, which term shall
include such other shares as Stockholder may come to own or have voting control over, as described in greater detail in the Voting Agreement,
to which this Irrevocable Voting Proxy is attached to as Exhibit A)(the “Agreement”), of the Company
as of the date hereof, hereby appoints Ezra Dabah, an individual, as his, her or its proxy (the “Proxy”), with
the power to act alone and with full power of substitution, during and for the Term, as Stockholder’s true and lawful attorney
and irrevocable proxy, for and in the Stockholder’s name, place and stead, to vote or act by written consent with respect to the
Shares owned or held by Stockholder as Stockholder’s proxy, and to execute all appropriate instruments consistent with this Irrevocable
Voting Proxy on behalf of Stockholder, in all proceedings in which the vote or written consent of the stockholders may be required or
authorized by law during the Term (including, but not limited to actual meetings of the stockholders of the Company and written consents
to action) regardless of whether Stockholder actually attends any applicable meeting or signs any applicable consent, or not, as if the
undersigned were present and voting such Shares, in connection with the Voting Requirements (as defined in the Agreement).
Upon
Stockholder’s execution of this Irrevocable Voting Proxy, any and all prior proxies (other than this Irrevocable Voting Proxy)
given by Stockholder with respect to the subject matter contemplated by this Irrevocable Voting Proxy are hereby revoked with respect
to such subject matter and Stockholder agrees not to grant any subsequent proxies with respect to such subject matter or enter into any
agreement or understanding with any person to vote or give instructions with respect to such subject matter in any manner inconsistent
with the terms of this Irrevocable Voting Proxy until after the expiration of the Term (as defined below).
The
Proxy named above, and his assigns, are hereby authorized and empowered by Stockholder, at any time prior to the end of the Term, to
act as Stockholder’s attorney and proxy to vote the Shares, and to exercise all voting and other rights of Stockholder with respect
to the Shares (including, without limitation, the power to execute and deliver written consents pursuant to the Delaware General Corporation
Law (or such law applicable to the Company’s then jurisdiction of organization)), at every annual, special or adjourned meeting
of the stockholders of the Company and in every written consent in lieu of such meeting. The undersigned hereby affirms that this Irrevocable
Voting Proxy, which shall be irrevocable to the fullest extent permissible by law, is coupled
with an interest and ratifies and confirms all that the Proxy may lawfully do or cause to be done by virtue hereof. This Irrevocable
Voting Proxy shall terminate upon the earlier of (a) August 31, 2027, (b) the death of Dabah, (c) the date that Stockholder no longer
owns any Shares of the Company, and (d) the date that Dabah has provided written notice to Stockholder of the termination of this Agreement
(the “Term”).
All
authority herein conferred shall be binding upon the heirs, representatives, successors and assigns of Stockholder.
“Stockholder” |
|
|
|
__________________________ |
|
|
|
Date:______________________ |
|
Irrevocable Voting Proxy |
Dabah – Kidpik – August 2024 |
v3.24.2.u1
Cover
|
Sep. 03, 2024 |
Cover [Abstract] |
|
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 03, 2024
|
Entity File Number |
001-41032
|
Entity Registrant Name |
Kidpik
Corp.
|
Entity Central Index Key |
0001861522
|
Entity Tax Identification Number |
81-3640708
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
200
Park Avenue South
|
Entity Address, Address Line Two |
3rd Floor
|
Entity Address, City or Town |
New
York
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10003
|
City Area Code |
(212)
|
Local Phone Number |
399-2323
|
Written Communications |
false
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Soliciting Material |
false
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Pre-commencement Tender Offer |
false
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Pre-commencement Issuer Tender Offer |
false
|
Title of 12(b) Security |
Common
Stock, $0.001 par value per share
|
Trading Symbol |
PIK
|
Security Exchange Name |
NASDAQ
|
Entity Emerging Growth Company |
true
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