DEF 14A 1 formdef14a.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant		☒
Filed by party other than the registrant		☐

Check the appropriate box:

☐	Preliminary Proxy Statement
☐	Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive additional materials
☐	Soliciting material under Rule 14a-12

KIDPIK CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Kidpik Corp.

200 Park Avenue South, 3rd Floor

New York, New York 10003

(212) 399-2323

May 1, 2023

Dear Stockholder:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders of Kidpik Corp., a Delaware corporation. On the following pages you will find the formal Notice of Annual Meeting and Proxy Statement, including a description in detail of the actions expected to be taken at the Annual Meeting.

We have determined that the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the meeting online, submit questions and vote your shares electronically by visiting www.cleartrustonline.com/kidpik (please note this link is case sensitive), with your 12-Digit Control Number included on your notice or proxy card. We recommend that you log in at least 15 minutes before the Annual Meeting to ensure you are logged in when the meeting starts.

We are pleased to be using the Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders primarily over the Internet. We believe that this process expedites stockholders’ receipt of the proxy materials, lowers the costs of the annual meeting and helps to conserve natural resources.

Stockholders attending the virtual meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting. On or about May 1, 2023, we began mailing our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our 2023 proxy statement and 2022 annual report, and how to vote online. The Notice also includes instructions on how to request a paper copy of the proxy materials, including the notice of annual meeting, 2023 proxy statement, 2022 annual report and proxy card.

To be admitted to the virtual annual meeting, stockholders must enter the 12-Digit Control Number included on your notice or proxy card, or, in the case of beneficial stockholders, requested in advance by pre-registration, at the website provided above, at the time of the virtual annual meeting. If you are unable to attend the virtual annual meeting, it is very important that your shares be represented and voted at the meeting.

Whether or not you plan to attend the Annual Meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the internet at the Annual Meeting. We encourage you to vote by proxy on the Internet, by telephone or by proxy card even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

I hope that you will attend the meeting and thank you for your continued support of Kidpik Corp.

	Sincerely,

	/s/ Ezra Dabah
	Ezra Dabah
	Chairman of the Board

Kidpik Corp.

200 Park Avenue South, 3rd Floor

New York, New York 10003

(212) 399-2323

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 19, 2023

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders (the “Annual Meeting”) of Kidpik Corp. (“Kidpik” or the “Company”), will be held on Monday, June 19, 2023, at 3:00 p.m., Eastern Standard Time, in a virtual format only at www.cleartrustonline.com/kidpik (please note this link is case sensitive). You will need to have your 12-Digit Control Number included on your notice or the instructions that accompanied your proxy materials in order to join the Annual Meeting. The annual meeting is being held for the following purposes:

	1.	To elect two Class II Directors to the Board of Directors;

	2.	To ratify the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2023;

	3.	To approve an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024; and

	4.	To transact such other business as may properly come before the Annual Meeting or at any adjournment or postponement thereof.

As of the date of this proxy statement, the Company has received no notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the Annual Meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes acting at the Annual Meeting, or any adjournment or postponement of the Annual Meeting, will be deemed authorized to vote the shares represented by proxy or otherwise act on such matters in accordance with their judgment.

The close of business on April 24, 2023, has been fixed as the record date for determining those stockholders entitled to vote at the Annual Meeting. Accordingly, only stockholders of record as of the close of business on that date are entitled to vote at the Annual Meeting or any adjournments or postponements of the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for the Virtual Annual Meeting of Stockholders to Be Held on June 19, 2023. The proxy statement and 2022 Annual Report are available on the Internet at www.cleartrustonline.com/kidpik (please note this link is case sensitive).

	By Order of the Board of Directors,

	/s/ Ezra Dabah
	Ezra Dabah
	Chairman of the Board

New York, New York
May 1, 2023

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING	4

Why am I receiving these proxy materials?	4
What is included in the proxy materials?	4
How can I get electronic access to the proxy materials?	4
How do I attend the Annual Meeting?	4
How do I ask questions during the Annual Meeting?	5
What do I do if I have technical difficulties or trouble accessing the virtual meeting website?	5
What is the purpose of the Annual Meeting?	5
Who is entitled to vote at the Annual Meeting?	5
How many votes do I have?	6
What are the Board of Directors’ voting recommendations?	6
How can I vote my shares?	6
Will my vote be confidential?	6
How may I vote my shares in person at the Annual Meeting?	6
Who will conduct the Annual Meeting?	7
If I am the beneficial owner of shares held in “street name” by my broker, will my broker automatically vote my shares for me?	7
How will my voting instructions be treated?	7
Could other matters be decided at the Annual Meeting?	7
How can I change my vote?	8
What are the quorum and voting requirements to elect Directors and approve the other proposal described in the proxy statement?	8
What are the Board of Directors’ recommendations for voting at the Annual Meeting?	8
What is an “abstention” and how would it affect the vote?	8
What is a broker “non-vote” and how would it affect the vote?	9
Who will count the votes?	9
Who will conduct the proxy solicitation and how much will it cost?	9

DEFINITIONS	9

FORWARD-LOOKING STATEMENTS AND WEBSITE LINKS	9

INCORPORATION BY REFERENCE	10

REFERENCES TO ADDITIONAL INFORMATION	10

PROPOSAL NO. 1 ELECTION OF DIRECTORS	10

Nominee Information	11
Continuing Directors	12
Recommendation of the Board of Directors	12

CORPORATE GOVERNANCE	13

Board Leadership Structure	13
Risk Oversight	13
Family Relationships amongst Directors and Officers	13
Arrangements between Officers and Directors	13
Involvement in Certain Legal Proceedings	14
Other Directorships	14
Classified board of directors	14
Committees of the Board	15
Board Committee Membership	15
Audit Committee	15
Compensation Committee and Nominating and Corporate Governance Committee	16
Nominations for Directors	16
Director Independence	16

Board Diversity Matrix	17
Website Availability of Documents	17
Stockholder Communications with the Board	17
Board of Directors Meetings	18
Executive Sessions of the Board of Directors	18
Policy on Equity Ownership	18
Policy Against Hedging	18
Compensation Recovery and Clawback Policies	18
Code of Ethics	18
Whistleblower Protection Policy	18
Controlled Company Exception	19
Delinquent Section 16(a) Reports	19

EXECUTIVE OFFICERS	20

General	20
Business Experience	20

EXECUTIVE COMPENSATION	21

Summary Compensation Table	21
Outstanding Equity Awards at Fiscal Year End	22
Employment Agreements and Key Man Insurance	22

DIRECTORS COMPENSATION	23

Non-Executive Director Compensation Table	23
Non-Executive Director Compensation Policy	23

EQUITY COMPENSATION PLAN INFORMATION	23

Equity Compensation Plan Table	23
First Amended and Restated 2021 Equity Compensation Plan	24

REPORT OF THE AUDIT COMMITTEE	25

VOTING RIGHTS AND PRINCIPAL STOCKHOLDERS	26

Security Ownership of Management and Certain Beneficial Owners and Management	26
Change of Control	27

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	28

Related Party Transactions	28
Indemnification Agreements	33
Review, Approval and Ratification of Related Party Transactions	33

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	33

Fees to Independent Registered Public Accounting Firm	34
Pre-Approval Policy for Services Performed by Independent Auditor	34
Recommendation of the Board of Directors	35

PROPOSAL NO. 3 APPROVAL OF AN AMENDMENT TO THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO AFFECT A REVERSE STOCK SPLIT	35

General	35
Purpose	35
Accounting Matters	37
Risks of the Proposed Reverse Stock Split	37
Fractional Shares	40
Determination of the Reverse Stock Split Ratio	41
Potential Consequences if the Reverse Stock Split Proposal is Not Approved	41

Effective Date and Time of the Reverse Stock Split	41
No Dissenters’ Rights	41
Potential Anti-Takeover Implications of the Reverse Stock Split	42
Book-Entry Shares	43
Interests of Directors and Executive Officers	43
Material U.S. Federal Income Tax Consequences of the Reverse Stock Split	43
Impact of Potential Reverse Stock Split Upon Other Data Contained in this Proxy Statement	45
Vote Required	45
Recommendation of the Board of Directors	45

ANNUAL REPORT	45

ADDITIONAL FILINGS	45

STOCKHOLDER PROPOSALS FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS	46

Proxy Statement Proposals	46
Other Proposals and Nominations	46

IMPORTANT NOTICE REGARDING DELIVERY OF STOCKHOLDER DOCUMENTS	46

OTHER MATTERS	47

INTEREST OF CERTAIN PERSONS IN OR OPPOSITION TO MATTERS TO BE ACTED UPON	47

COMPANY CONTACT INFORMATION	47

Appendix A –

Form of Certificate of Amendment to Second Amended and Restated Certificate of Incorporation of Kidpik Corp.

	●	Our proxy statement for the Annual Meeting; and

	●	Our 2022 Annual Report on Form 10-K, for the year ended December 31, 2022, which includes our audited financial statements for the fiscal year ended December 31, 2022 (the “2022 Annual Report”).

	●	the election of two Class II Directors to hold office until the 2026 Annual Meeting of Stockholders;

	●	the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2023; and

	●	the approval of an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024.

	1.	“FOR” the appointment of the two Class II nominees to the Board of Directors;
	2.	“FOR” the ratification of the appointment of CohnReznick LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year 2023; and
	3.	“FOR” the approval of an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024.

●	By Internet—If you have internet access, you may submit your proxy by going to www.cleartrustonline.com/kidpik (please note this link is case sensitive) and by following the instructions on how to complete an electronic proxy card. You will need the 12-Digit Control Number included on your notice or proxy card, in order to vote by internet.

●	By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-813-235-4490 and by following the recorded instructions. You will need the 12-Digit Control Number included on your notice or proxy card in order to vote by telephone.

●	By Mail—If you have received a printed copy of the proxy materials by mail, you may vote by mail by indicating your vote, signing and dating the enclosed proxy card where indicated and by mailing or otherwise returning the card in the postage-paid envelope provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as a guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

●	sending a written statement to that effect to our Secretary, provided such statement is received no later than June 16, 2023;

●	voting by internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 11:59 p.m., Eastern Time, on June 16, 2023;

●	submitting a properly signed proxy card, which has a later date than your previous vote, and that is received by ClearTrust no later than June 16, 2023; or

●	attending the virtual Annual Meeting and voting via the internet.

	●	“FOR” the appointment of the two Class II nominees to the Board of Directors (Proposal No. 1).
	●	“FOR” the ratification of the appointment of CohnReznick LLP, as the Company’s independent auditors for the fiscal year 2023 (Proposal No. 2).
	●	“FOR” approval of an amendment to our Second Amended and Restated Certificate of Incorporation, to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between one-for-five to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024 (Proposal No. 3).

	●	“Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

	●	“IPO” refers to the Company’s initial public offering, which closed on November 15, 2021, pursuant to which the Company sold 2,117,647 shares of common stock at a price to the public of $8.50 per share, pursuant to that certain Underwriting Agreement, dated November 10, 2021, between the Company and EF Hutton, division of Benchmark Investments, LLC, as representative of several underwriters named in the Underwriting Agreement;

	●	“SEC” or the “Commission” refers to the United States Securities and Exchange Commission; and

	●	“Securities Act” refers to the Securities Act of 1933, as amended.

Name	Position	Age	Director Since
Ezra Dabah	Chairman, President and Chief Executive Officer	69	August 2016
David Oddi	Director	52	October 2021
Bart Sichel	Director	58	March 2022
Jill Kronenberg	Director	53	November 2022

	●	the Class I director is David Oddi, and his term will expire at the annual meeting of stockholders to be held in 2025;

	●	the Class II directors are Ezra Dabah and Jill Kronenberg, and each of their terms will expire at the 2023 annual meeting, subject to the Board’s recommendation, as set forth above, for their re-appointment as a member of the Board of Directors at the 2023 Annual meeting; and

	●	the Class III director is Bart Sichel, and his term will expire at the annual meeting of stockholders to be held in 2024.

	Independent		Audit Committee
Ezra Dabah⁽¹⁾
David Oddi		X		C
Bart Sichel		X		M
Jill Kronenberg		X		M

Board Diversity Matrix (As of April 24, 2023)*
Total Number of Directors	4
	Female	Male	Non- Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	3	—	—
Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	1	3	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—
Did Not Disclose Demographic Background	—

Name and Principal Position	Fiscal Year Ended			Salary ($)		Bonus ($)		Stock awards ($)⁽²⁾		Option awards ($)		All other compensation ($)		Total ($)
Ezra Dabah		2022	⁽¹⁾	$	—		—		—		—		—	$	—
Chief Executive Officer		2021	⁽¹⁾	$	—		—		—		—		—	$	—

Moshe Dabah		2022		$	215,000		—		—		—		—	$	215,000
Vice President, Chief Operating Officer, Chief Technology Officer, and Secretary		2021		$	215,000		—		1,079,500		—		—	$	1,294,500

Adir Katzav		2022		$	260,000		—		—		—		—	$	260,000
Executive Vice President, Chief Financial Officer, and Treasurer		2021	⁽³⁾	$	125,000		—		1,079,500		—		—	$	1,204,500

	Stock awards*
Name	Number of shares or units of stock that have not vested (#)		Market value of shares or units of stock that have not vested (#)		Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#)			Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($)⁽²⁾
Moshe Dabah		—		—		84,667	⁽¹⁾		59,098
Adir Katzav		—		—		84,667	⁽¹⁾		59,098

(1)	Stock award vests in three equal installments (i) 1/3 vested on May 15, 2022; (ii) 1/3 vest on May 15, 2023; and (iii) 1/3 vest on May 15, 2024. All the above grants are subject to continued employment with the Company on each applicable vesting date.
(2)	Calculated by multiplying the closing market price of the Company’s common stock at the end of the last completed fiscal year ($0.6980) by the number of shares of stock.

(1)	Appointed as a member of the Board of Directors on March 21, 2022.

(2)	Appointed as a member of the Board of Directors on November 10, 2022.

(3)	As of December 31, 2022, the aggregate number of restricted stock units outstanding held by each non-executive director serving on that date was as follows: David Oddi – 6,667. None of the non-executive directors held any unvested option awards as of December 31, 2021.

Plan category	Number of securities to be issued upon exercise of outstanding options (a)⁽¹⁾		Weighted-average exercise price of outstanding options, warrants (b)		Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column(a)) (c)
Equity compensation plans approved by security holders		435,000	$	8.50		2,299,530	(2)
Equity compensation plans not approved by security holders		—		—		—
		435,000				2,299,530	(2)

	(1)	Not including 176,000 shares of common stock which may be issuable upon vesting of 176,000 outstanding restricted stock units.
	(2)	Represents 2,299,530 shares of the Company’s common stock available for future awards under the 2021 Plan (defined below).

Name of Beneficial Owner	Number of Common Stock Shares Beneficially Owned			Percent of Common Stock
Directors, Named Executive Officers and Executive Officers
Ezra Dabah		4,821,017	⁽¹⁾⁽²⁾		62.7	%
Moshe Dabah		148,844	⁽²⁾⁽³⁾		1.9	%
Adir Katzav		69,949	⁽⁴⁾		*
David Oddi		6,666	⁽⁵⁾		*
Bart Sichel		—			—
Jill Kronenberg		—			—
All executive officer and directors as a group (6 persons)		4,897,632	⁽¹⁾⁽²⁾		63.7	%

5% Stockholders
Raine Silverstein ⁽⁶⁾		1,508,408	⁽⁷⁾		19.6	%
Gila Goodman ⁽⁸⁾		453,596	⁽²⁾⁽⁹⁾		5.9	%

Name	Relation to Company	Debt Converted		Shares Issued
Ezra Dabah	Chief Executive Officer, director greater than 5% stockholder	$	1,100,000		187,880
Renee Dabah	Wife of Ezra Dabah	$	200,000		34,221
Gila Goodman	Sister of Ezra Dabah	$	500,000		85,217
A trust for the benefit of Eva Yagoda	Trust is for the benefit of the daughter of Ezra Dabah, CEO and trustees (including Renee Dabah, the wife of Ezra Dabah) are greater than 5% stockholders	$	50,000		8,052
A trust for the benefit of Moshe Dabah	Trust is for the benefit of Moshe Dabah, Chief Operating and Technology Officer of Company, and the son of Ezra Dabah, CEO, and trustees (including Renee Dabah, the wife of Ezra Dabah) are greater than 5% stockholders	$	50,000		8,052
A trust for the benefit of Chana Rapaport	Trust is for the benefit of the daughter of Ezra Dabah, CEO and trustees (including Renee Dabah, the wife of Ezra Dabah) are greater than 5% stockholders	$	50,000		8,052
A trust for the benefit of Yaacov Dabah	Trust is for the benefit of the son of Ezra Dabah, CEO and trustees (including Renee Dabah, the wife of Ezra Dabah) are greater than 5% stockholders	$	50,000		8,052
			2,000,000		339,526

Type of Fees	2022		2021
Audit Fees (1)	$	196,350	$	172,650
Audit-Related Fees(2)	$	1,942	$	62,440
Total	$	198,292	$	235,090

	(1)	Audit fees represent fees for professional services provided by our principal accountant in connection with the audit of our financial statements, the quarterly reviews of financial statements included in our Form 10-Q filings, the reviews of other statutory or regulatory filings and assistance with and review of documents filed with the SEC.

	(2)	Audit-related fees consist of fees for professional services rendered in connection with the submission of Registration Statements on Form S-1 in 2021 and Form S-8 in 2022.

	●	raising capital to fund our operations and to continue as a going concern;
	●	establishing strategic relationships with other companies;
	●	providing equity incentives to our employees, officers or directors; and
	●	expanding our business or product lines through the acquisition of other businesses or products.

	Pre-Reverse Stock Split			After a 1-for-5 Reverse Stock Split			After a 1-for-10 Reverse Stock Split			After a 1-for-15 Reverse Stock Split			After a 1-for-20 Reverse Stock Split
Common Stock authorized⁽¹⁾		75,000,000			75,000,000			75,000,000			75,000,000			75,000,000
Common Stock outstanding		7,688,194			1,537,639			768,820			512,547			384,410
Number of shares of Common Stock reserved for issuance upon vesting of Restricted Stock Units⁽²⁾		176,000			35,200			17,600			11,734			8,800
Number of shares of Common Stock reserved for issuance upon exercise of outstanding options		480,000			96,000			48,000			32,000			24,000
Number of shares of Common Stock reserved for issuance under outstanding equity incentive plans (not including outstanding or vested awards)⁽³⁾		2,566,300			513,260			256,630			171,087			128,315
Number of shares of Common Stock authorized but unissued and unreserved		64,089,506			72,817,901			73,908,950			74,272,632			74,454,475

Net income (loss) applicable to Common Stock per share for the year ended December 31, 2022 (basic and diluted)	$	(0.99	)	$	(4.95	)	$	(9.90	)	$	(14.85	)	$	(19.80	)
Weighted Average Exercise Price of Outstanding Options	$	8.50		$	42.50		$	85.00		$	127.50		$	170.00

	(1)	There will be no change to the 75,000,000 authorized shares of common stock of the Company as a result of the Reverse Stock Split.

	(2)	The restricted stock units vest in two equal installments (i) 1/3 on May 15, 2023; and (ii) 1/3 on May 15, 2024, subject to continued service to the Company on each applicable vesting date.

	(3)	Represents shares of common stock available for future awards under the 2021 Plan.

	●	our ability to maintain the listing of our common stock on The Nasdaq Capital Market;

	●	the per share price of our common stock immediately prior to the Reverse Stock Split;

	●	the expected stability of the per share price of our common stock following the Reverse Stock Split;

	●	the likelihood that the Reverse Stock Split will result in increased marketability and liquidity of our common stock;

	●	prevailing market conditions;

	●	general economic conditions in our industry; and

	●	our market capitalization before and after the Reverse Stock Split.

(a)	No officer or director of the Company has any substantial interest in the matters to be acted upon, other than his role as an officer or director of the Company.

(b)	No director of the Company has informed the Company that he intends to oppose the action taken by the Company set forth in this proxy statement.

	BY ORDER OF THE BOARD OF DIRECTORS

	/s/ Ezra Dabah
	Ezra Dabah
	Chairman of the Board

Dated: May 1, 2023

SEC Form DEF 14A filed by Kidpik Corp.