Kidpik Corp. (NASDAQ:PIK), a retail-catalog and mail-order house, has amended its merger agreement with Nina Footwear Corp., extending the deadline for completion to December 31, 2024. The initial agreement, reported in a prior 8-K filing on April 1, 2024, detailed plans for Nina Footwear to merge into Kidpik, with the latter surviving as the parent company.
The amendment, filed on Friday, July 26, 2024, follows the original announcement of the merger on March 29, 2024. Kidpik's shares of common stock are expected to be exchanged for shares of Nina Footwear at a ratio that grants Nina Footwear shareholders a pro rata share of 80% of Kidpik's outstanding common stock post-merger. This exchange is designed to be a tax-free reorganization under U.S. federal income tax laws.
The decision to delay the merger's completion from the original end date of August 31, 2024, to the new date at year's end, is attributed to the need for additional time to clear SEC comments on the proxy statement, convene a stockholder meeting, and satisfy other closing conditions.
Kidpik, based in New York and incorporated in Delaware, 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 while the merger process is advancing earnestly, the timeline extension is a precaution to ensure all regulatory requirements and closing conditions are thoroughly met.
The details of this report are based on information provided in the SEC filing by Kidpik. The forward-looking statements in the filing are based on current expectations and are subject to risks and uncertainties that could cause actual results to differ materially. Kidpik has not updated any forward-looking statements since the date of the filing. The company's filings with the SEC can be accessed for further information.
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