Form SC 13D/A - General statement of acquisition of beneficial ownership: [Amend]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

KIRKLAND’S, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

497498105

(CUSIP Number)

John H. Lewis

Osmium Partners, LLC

5 Ross Ave,

San Anselmo, CA 94960

[phone]

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 6, 2024

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☒

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

 

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	John H. Lewis
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			111,231
		8	SHARED VOTING POWER
			1,155,289
		9	SOLE DISPOSITIVE POWER
			111,231
		10	SHARED DISPOSITIVE POWER
			1,155,289
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,266,520
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.7%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	Osmium Partners, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			1,155,289
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			1,155,289
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	1,155,289
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.9%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, OO

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	Osmium Capital, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			701,556
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			701,556
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	701,556
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	5.4%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	Osmium Capital II, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			40,821
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			40,821
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	40,821
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.3%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	Osmium Spartan, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			204,490
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			204,490
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	204,490
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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CUSIP No. 497498105

1	NAMES OF REPORTING PERSONS
	Osmium Diamond, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☒
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			0
		8	SHARED VOTING POWER
			208,422
		9	SOLE DISPOSITIVE POWER
			0
		10	SHARED DISPOSITIVE POWER
			208,422
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	208,422
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	1.6%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

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EXPLANATORY NOTE

This Amendment (this “Schedule 13D Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 24, 2024, which served as the fourth amendment to the Schedule 13G filed with the SEC on August 24, 2020, as amended on January 18, 2022, April 28, 2022 and December 21, 2022. This Schedule 13D Amendment is being filed on behalf of John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (“Fund I”), Osmium Capital II, LP, a Delaware limited partnership (“Fund II”), Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), and Osmium Diamond, LP a Delaware limited partnership (“Fund IV” and together with Fund I, Fund II and Fund III, the “Funds”) (all of the foregoing, collectively, the “Reporting Persons”). Mr. Lewis and Osmium Partners may be deemed to share with the Funds (and not with any third party) voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Reporting Person.

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On June 6, 2024, the Reporting Persons delivered a letter to the Issuer’s board of directors stating, among other things, that Osmium Partners has been approached by a strategic buyer expressing interest in a potential transaction with the Issuer. The letter is attached as Exhibit 4 to this Schedule 13D Amendment and is incorporated by reference herein.

Item 5.

Interest in Securities of the Issuer.

(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D is incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 13,038,978 shares of Common Stock outstanding on April 29, 2024, as disclosed in the Issuer’s definitive proxy statement for its annual meeting of shareholders, filed with the Securities and Exchange Commission on May 10, 2024.

(c) None of the Reporting Persons have effected any transaction in Common Stock during the past sixty (60) days.

(d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds of the sale of, the securities that are the subject of this Schedule 13D.

(e) Not applicable.

Item 7.

Material to be Filed as Exhibits.

4	Letter from the Reporting Persons to the Issuer, dated June 6, 2024.

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2024
	John H. Lewis
	Osmium Partners, LLC
	Osmium Capital, LP
	Osmium Capital II, LP
	Osmium Spartan, LP
	Osmium Diamond, LP
	By:	/s/ John H. Lewis
	John H. Lewis, for himself and as
	Managing Member of Osmium
	Partners, LLC, for itself and as
	General Partner of Osmium
	Capital, LP, Osmium Capital II,
	LP, Osmium Spartan, LP, and
	Osmium Diamond, LP

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Exhibit 4

Strategic Buyer Interested in a Potential Transaction

with Kirkland’s Approaches Osmium Partners

Dear Kirkland’s Board Members,

On May 28, 2024, a potential strategic buyer contacted Osmium, indicating interest in a possible transaction with Kirkland’s. We did not discuss any transaction with the buyer. We believe there is a large universe of potential buyers given Kirkland’s omnichannel assets and projected earnings power - $600 million in revenue by 2028 with a mid-to-high single-digit adjusted EBITDA margin – which management highlighted on its June 6, 2024 earnings call, and we discussed in our May 24, 2024 letter to Kirkland’s board of directors.

Sincerely,

John H. Lewis

Managing Partner

Osmium Partners

The foregoing letter contains “forward-looking” statements that are based on current expectations, estimates, forecasts and projections about Kirkland, its future performance, liquidity and Osmium’s beliefs and assumptions. These “forward-looking” statements include statements relating to, among other things, the value of Kirkland, the amount a strategic buyer would pay for Kirkland, the value of a strategic alternative or partnership and growth plan for Kirkland, Kirkland’s brand power, expected future financial results including EBITDA, and other statements that include words such as "may," "will," "expects," "believes," "anticipates," "plans," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms. These statements involve risks and uncertainties that may cause results to differ materially from the statements set forth in this letter, including as a result of general conditions in the capital markets and general global economic conditions. The forward-looking statements in this letter speak only as of the date of this letter and are subject to uncertainty and changes. Osmium expressly disclaims any obligation or undertaking to provide publicly any updates or revisions to such statements to reflect any change in its expectations with regard thereto or any changes in the events, conditions or circumstances on which any such statement is based.

Further, the foregoing letter contains Osmium’s current views on the value of Kirkland’s securities and actions that may be taken to enhance the value of those securities. Osmium’s views are based on its analysis of publicly available information and assumptions Osmium believes to be reasonable. There can be no assurance that the information Osmium considered is accurate or complete, nor can there be any assurance that Osmium’s assumptions are correct. The actual performance and results of Kirkland may differ materially from Osmium’s assumptions and analysis. Osmium does not recommend or advise, nor does it intend to recommend or advise, any person to purchase or sell securities and no one should rely on this letter or any information contained herein to purchase or sell securities. Although Osmium may state in the letter what it believes should be the value of Kirkland’s securities, this letter does not purport to be, nor should it be read, as an expression of any opinion or prediction as to the price at which such securities may trade at any time. Osmium’s views and holdings of the securities mentioned in the letter could change at any time.

The foregoing letter may contain certain factual and statistical (both historical and projected) industry and market data and other information that was obtained by Osmium from independent, third-party sources that it deems to be reliable. However, Osmium has not independently verified such data or information or the reasonableness of the assumptions upon which such data and other information was based and therefore there can be no assurance as to the accuracy of such data or other information.

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