8-K 1 nt10021834x4_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): March 16, 2021

Kaspien Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

New York		0-14818		14-1541629
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

2818 N. Sullivan Rd. Ste 30

Spokane, WA 99216

(Address of Principal Executive Offices, and Zip Code)

(855) 300-2710

Registrant’s Telephone Number, Including Area Code

Trans World Entertainment Corporation

38 Corporate Circle,

Albany, New York 12203

(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 communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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. ☐

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 shares, $0.01 par value per share	KSPN	NASDAQ Stock Market

Item 8.01 Other Events.

On March 16, 2021, Kaspien Holdings Inc. (the “Company”), entered into an Underwriting Agreement with Aegis Capital Corp., as representative of the underwriters identified therein, pursuant to which the Company agreed to issue and sell 416,600 shares of common stock, $0.01 par value per share, at a public offering price of $32.50 per share (the “Offering”). In connection with the Offering, the Company is filing a legal opinion and consent as Exhibit 5.1 and Exhibit 23.1 to this report, which are incorporated by reference into the Registration Statement.

Item 9.01

Financial Statements and Exhibits.

Exhibit No.		Description
5.1		Opinion of Sichenzia Ross Ference LLP
23.1		Consent of Sichenzia Ross Ference LLP (included in Exhibit 5.1).

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 16, 2021	Kaspien Holding Inc.

	By:	/s/ Edwin Sapienza
		Name:	Edwin Sapienza
		Title:	Chief Financial Officer

SEC Form 8-K filed by Kaspien Holdings Inc.