Kidpik Corp. (NASDAQ:PIK), a retail-catalog and mail-order company, has entered into a new voting agreement with key stakeholders, as detailed in a recent SEC 8-K filing. The agreement, effective September 3, 2024, grants Ezra Dabah, the CEO and Chairman of Kidpik, the authority to vote on behalf of certain family members and trusts holding shares in the company.
The agreement involves Moshe Dabah, Kidpik's Vice President, COO, and CTO, alongside other family members Eva Yagoda, Joia Kazam, Chana Rapaport, and Yaacov Dabah, as well as trusts established for the benefit of Dabah's children.
Under the terms, Ezra Dabah will have the power to vote their combined shares totaling approximately 59.4% of the company's outstanding voting stock.
This new arrangement replaces a prior voting agreement that expired on August 31, 2024, which had included additional family members and had given Ezra Dabah control over approximately 66.6% of the voting stock. In the interim period between the expiration of the previous agreement and the establishment of the new one, Ezra Dabah's beneficial ownership had decreased to approximately 39.0%.
The new voting agreement is set to last until December 31, 2027, but it can be terminated at any time by Ezra Dabah. It will also automatically terminate upon his death, if a stockholder no longer holds any voting shares, or if Dabah releases a stockholder from the agreement in writing. Each stockholder involved has provided an irrevocable proxy to Ezra Dabah to vote their shares.
In other recent news, Kidpik Corp. has revised its merger agreement with Nina Footwear Corp., pushing the deadline for completion to December 31, 2024. The modification follows the initial merger announcement made earlier this year.
The terms of the agreement dictate that Kidpik's common stock will be swapped for shares of Nina Footwear in a tax-free reorganization, granting Nina Footwear shareholders an 80% pro rata share of Kidpik's outstanding common stock post-merger.
The decision to extend the merger's completion date from August 31, 2024, to the end of the year is attributed to the need for additional time to address SEC comments on the proxy statement, organize a stockholder meeting, and meet other closing conditions.
Kidpik is currently preparing the necessary proxy statement to seek shareholder approval for the issuance of common stock in connection with the merger. The company emphasizes that the merger process is progressing, but the timeline extension is a precautionary measure to ensure all regulatory requirements and closing conditions are thoroughly met.
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