As filed with the Securities and Exchange Commission on November 5, 2021
Registration No. 333-260101
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2 to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Kidpik Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 5961 | 81-3640708 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
200 Park Avenue South, 3rd Floor
New York, New York 10003
(212) 399-2323
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Mr. Ezra Dabah, Chief Executive Officer
200 Park Avenue South, 3rd Floor
New York, New York 10003
(212) 399-2323
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent For Service)
Copies to:
David M. Loev, Esq. | Richard I. Anslow, Esq. | |
John S. Gillies, Esq. The Loev Law Firm, PC | Sarah E. Williams, Esq. Matthew Bernstein, Esq. | |
6300 West Loop South, | Ellenoff Grossman & Schole LLP | |
Suite 280 | 1345 Avenue of the Americas, 11th FL | |
Bellaire, Texas 77401 | New York, New York 10105 | |
Telephone: (713) 524-4110 | Telephone: (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
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 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Kidpik Corp. (the “Registrant”) is filing this Amendment No. 2 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No. 333-260101) (the “Registration Statement”) to file Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1), an updated version of Exhibit 1.1 and executed versions of Exhibits 10.58, 10.59 and 10.60 (which were inadvertently filed without conforming signatures in the last amendment). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibits 5.1 and 23.2 (which is included in Exhibit 5.1), Exhibit 1.1 and Exhibits 10.58, 10.59 and 10.60. The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits: Exhibits Pursuant to Item 601 of Regulation S-K:
II-1 |
II-2 |
* Previously filed.
† Filed herewith.
** To be filed by amendment.
# Indicates management contract or compensatory plan or arrangement.
(b) Financial Statement Schedule.
All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or the notes thereto.
II-3 |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, New York on the 5th day of November 2021.
KIDPIK CORP. | ||
By: | /s/ Ezra Dabah | |
Name: | Ezra Dabah | |
Title: | President and Chief Executive Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mr. Ezra Dabah, with full power of substitution, as his or her, true and lawful attorneys-in-fact and agents, with full power of substitution and re-substitution for him/her and in his/her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he/she might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or his/her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
NAME | POSITION | DATE | ||
/s/ Ezra Dabah | President, Chief Executive Officer and Chairman | November 5, 2021 | ||
Ezra Dabah | (Principal Executive Officer) | |||
/s/ Adir Katzav | Executive Vice President, Chief Financial Officer, and Treasurer | November 5, 2021 | ||
Adir Katzav | (Principal Financial and Accounting Officer) | |||
/s/ David Oddi | Director | November 5, 2021 | ||
David Oddi |
II-4 |