Kidpik to merge with Nina Footwear; Nina holders get 80% of combined company

KIDPIK CORP.

Nina Footwear stockholders to receive 80% of Kidpik post-merger shares; existing Kidpik holders get 20%.
CEO Ezra Dabah, who controls both entities, will hold ~75.8% voting power of combined company.
Kidpik to extinguish ~$1.8M debt owed to Nina Footwear as merger consideration.
Waiver of change-of-control payments valued at ~$2.55M negotiated; termination fee of $100k.
Kidpik will issue ~7.8M unregistered shares; name change to 'Nina Holding Corp.' and ticker to 'NINA' expected.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

KIDPIK CORP. entered into Agreement and Plan of Merger and Reorganization with Nina Footwear Corp. and Kidpik Merger Sub, Inc. (effective 2024-03-29).

Action: entry
Agreement: merger
Counterparty: Nina Footwear Corp. and Kidpik Merger Sub, Inc.
Effective: 2024-03-29

Exact text from the filing

On March 29, 2024, Kidpik Corp., a Delaware corporation (“ Kidpik ”), entered into an Agreement and Plan of Merger and Reorganization (the “ Merger Agreement ”) with Nina Footwear Corp., a Delaware corporation (“ Nina Footwear ”), a brand specializing in women’s footwear, particularly in dress shoes and accessories for special occasions, and Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Kidpik (“ Merger Sub ”).

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Source: SEC EDGAR

accession 0001493152-24-012463

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