We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Kaspien Holdings Inc | NASDAQ:KSPN | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.2014 | 0.3015 | 0.3099 | 0 | 01:00:00 |
Per Share
|
Per Pre-funded
Warrant
|
Total
|
||||||||||
Public offering price
|
$
|
3.13
|
$
|
3.129
|
$
|
1,999,492
|
||||||
Placement agent fee(1)
|
$ |
0.0219
|
$ |
0.0219
|
$
|
139,964
|
||||||
Proceeds, before expenses, to us
|
$ |
2.9109
|
$ |
2.91
|
$
|
1,859,528
|
PROSPECTUS SUPPLEMENT
|
Page
|
PROSPECTUS |
Page
|
• |
Retail business model: We buy inventory and use our expertise, technology, and services to generate revenue through marketplace transactions. Kaspien provides account management, brand
communications, listings management, data reporting, joint business planning and comprehensive marketing support services. Our target partners are enterprise-level and other large growth brands, and derive margin based on pricing.
|
• |
Agency business model: We use our expertise, technology, and services to manage our partners’ marketplace presence through channel management with no inventory position. Kaspien provides account
management, media planning, media analytics, search strategy, business planning and data reporting support services. Our target partners in this space range from small, first-to-market brands to full-scale, enterprise brands. We derive margin
based on a percentage of ad spend, commissions, and/or specific service fees.
|
Shares of common stock offered
|
130,000 shares of common stock
|
|
Pre-funded warrants offered by us
|
We are also offering pre-funded warrants to purchase 508,978 shares of our common stock. The purchase price of each pre-funded warrant will equal the price per share of our common stock at which the shares of our common stock are being sold
to the public in this offering, minus $0.001, and the exercise price of each pre-funded warrant will equal $0.001 per share. Each pre-funded warrant will be exercisable from the date of issuance until fully exercised, subject to an ownership
limitation. See “Description of Pre-Funded Warrants.” This prospectus supplement also relates to the offering of the shares of our common stock issuable upon the exercise of such pre-funded warrants.
|
|
Common Stock outstanding before this offering
|
2,501,568 shares of common stock
|
|
Common stock to be outstanding immediately after this offering
|
2,631,568 shares of common stock, assuming no exercise of any pre-funded warrants offered and sold by us
|
|
Use of proceeds
|
We estimate the net proceeds to us from this offering will be approximately $1.7 million, after deducting placement agent fees and certain estimated offering expenses payable by us. We also anticipate receiving
net proceeds of approximately $5.6 million from the Private Placement, after deducting placement agent fees and certain estimated offering expenses payable by us, We intend to use the net proceeds from the sale of the securities offered by
this prospectus and the Private Placement for general corporate purposes, including working capital to implement our strategic plans focused on brand acquisition, investments in technology to enhance our scalable platform and our core retail
business.
|
|
Nasdaq Capital Market symbol
|
Our common stock is listed on the Nasdaq Capital Market under the symbol “KSPN.” We do not intend to list the pre-funded warrants.
|
|
Risk factors
|
• |
the exercise of the pre-funded warrants;
|
• |
issuance and sale of 1,818,182 shares of common stock (or pre-funded warrants in lieu thereof with an exercise price of $0.001) and 2,457,160 warrants in the Private Placement at the price of $3.30 per unit;
|
• |
approximately 76,279 shares of our common stock issuable upon exercise of outstanding stock options under our equity incentive plans having a weighted average exercise price of $11.04 per share;
|
• |
approximately 35,000 shares of our common stock issuable upon exercise of outstanding restricted stock units under our equity incentive plans; and
|
• |
approximately 325,126 shares of common stock issuable upon the exercise of warrants issued to debtholders, subject to adjustment in accordance with the terms of such warrants, at an exercise price of $0.01 per share.
|
• |
on an actual basis; and
|
• |
on an as adjusted basis, giving effect to the (i) issuance and sale of 130,000 shares of common stock and 508,978 pre-funded warrants in this offering at the public offering price of $3.13 per share and $3.129 per pre-funded warrant
(assuming no exercise of the pre-funded warrants), and excluding shares of our common stock issued and any proceeds received upon exercise of the pre-funded warrants and any resulting accounting associated with the pre-funded warrants, and (ii)
issuance and sale of 1,818,182 shares of common stock (or pre-funded warrants in lieu thereof with an exercise price of $0.001) and 2,457,160 warrants in the Private Placement at the price of $3.30 per unit (assuming no exercise of the warrants
or pre-funded warrants), and excluding shares of our common stock issued and any proceeds received upon exercise of the warrants and pre-funded warrants and any resulting accounting associated with the warrants and pre-funded warrants, in each
case after deducting placement agent fees and estimated offering expenses payable by us.
|
As of April 30, 2022
|
||||||||
In thousands
|
||||||||
Actual
|
As adjusted
|
|||||||
Cash and cash equivalents
|
$
|
828
|
$
|
8,193
|
||||
Total liabilities
|
44,413
|
44,413
|
||||||
Stockholders’ equity:
|
||||||||
Preferred Stock, par value $0.01 per share; 5,000,000 shares authorized; none issued and outstanding
|
-
|
-
|
||||||
Common Stock, par value $0.01 per share; 200,000,000 shares authorized; 3,902,985 shares issued and 2,501,568 outstanding actual; 2,631,568 shares outstanding as adjusted
|
39
|
43
|
||||||
Additional paid-in capital
|
360,738
|
368,103
|
||||||
Accumulated deficit
|
(125,322
|
)
|
(125,322
|
)
|
||||
Total stockholders’ equity
|
4,375
|
11,740
|
Public offering price per share
|
$
|
3.13
|
||
Net tangible book value per share as of April 30, 2022
|
$
|
1.75
|
||
Increase per share attributable to this offering
|
$
|
2.71
|
||
As adjusted net tangible book value per share as of April 30, 2022 after this offering
|
$
|
4.46
|
||
Increase per share to new investors participating in this offering
|
$
|
1.33
|
• |
the issuance of the pre-funded warrants and any exercise of the pre-funded warrants;
|
• |
issuance and sale of 1,818,182 shares of common stock (or pre-funded warrants in lieu thereof with an exercise price of $0.001) and 2,457,160 warrants in the Private Placement at the price of $3.30 per unit;
|
• |
approximately 76,279 shares of our common stock issuable upon exercise of outstanding stock options under our equity incentive plans having a weighted average exercise price of $11.04 per share;
|
• |
approximately 35,000 shares of our common stock issuable upon exercise of outstanding restricted stock units under our equity incentive plans; and
|
• |
approximately 325,126 shares of common stock issuable upon the exercise of warrants issued to debtholders, subject to adjustment in accordance with the terms of such warrants, at an exercise price of $0.01 per share.
|
• |
our Annual Report on Form 10-K for the fiscal year ended January 29, 2022, filed with the SEC on April 29, 2022;
|
• |
our Quarterly Report on Form 10-Q for the period ended April 30, 2022, filed with the SEC on June 14, 2022;
|
• |
our Current Reports on Form 8-K filed with the SEC on March 8, 2022, March 11, 2022, April 1, 2022,
April 5, 2022, and July
1, 2022;
|
• |
our Definitive Proxy Statement on Schedule 14A filed with the SEC on May 31, 2022;
|
• |
our Definitive Information Statement on Schedule 14C filed with the SEC on May 10, 2022; and
|
• |
the description of our common stock contained in the Registration Statement on Form 8-A/A filed with the SEC on November 27, 2007 (File No.
000-14818), including any amendment or report filed for the purpose of updating such description.
|
Page
|
|
•
|
trends in our operating expenses, including personnel costs, sales and marketing expense, and general and administrative expense;
|
•
|
the effect of competitors and competition in our markets;
|
•
|
our products and services and their market acceptance and future potential;
|
•
|
our ability to develop, timely introduce and effectively manage the introduction of new products and services or improve our existing products and services;
|
•
|
expected technological advances by us or by third parties and our ability to leverage them;
|
•
|
our ability to attract and retain vendors;
|
•
|
our ability to accurately forecast consumer demand and adequately manage inventory;
|
•
|
our ability to deliver an adequate supply of product to meet demand;
|
•
|
our ability to maintain and promote our brand and expand brand awareness;
|
•
|
our ability to detect, prevent, or fix defects in our products and services;
|
•
|
our reliance on third-party suppliers and logistics providers and our limited control over such parties;
|
•
|
trends in revenue, costs of revenue, and gross margin and our possible or assumed future results of operations;
|
•
|
our ability to attract and retain highly skilled employees;
|
•
|
the impact of foreign currency exchange rates;
|
•
|
the effect of future regulations;
|
•
|
the sufficiency of our existing cash and cash equivalent balances and cash flow from operations to meet our working capital and capital expenditure needs for at least the next 12 months;
|
•
|
Our ability to obtain additional financing, if needed or on acceptable terms; and
|
•
|
general market, political, economic and business conditions.
|
•
|
Partner Obsession
|
•
|
Results
|
•
|
Insights Driven
|
•
|
Ownership
|
•
|
Simplicity
|
•
|
Diversity and Teamwork
|
•
|
Innovation
|
•
|
the title and stated or par value of the preferred stock;
|
•
|
the number of shares of the preferred stock offered, the liquidation preference per share and the offering price of the preferred stock;
|
•
|
the dividend rate(s), period(s) and/or payment date(s) or method(s) of calculation thereof applicable to the preferred stock;
|
•
|
whether dividends shall be cumulative or non-cumulative and, if cumulative, the date from which dividends on the preferred stock shall accumulate;
|
•
|
the provisions for a sinking fund, if any, for the preferred stock;
|
•
|
any voting rights of the preferred stock;
|
•
|
the provisions for redemption, if applicable, of the preferred stock;
|
•
|
any listing of the preferred stock on any securities exchange;
|
•
|
the terms and conditions, if applicable, upon which the preferred stock will be convertible into our common stock, including the conversion price or the manner of calculating the conversion price and conversion period;
|
•
|
if appropriate, a discussion of Federal income tax consequences applicable to the preferred stock; and
|
•
|
any other specific terms, preferences, rights, limitations or restrictions of the preferred stock.
|
•
|
the title of the warrants;
|
•
|
the aggregate number of the warrants;
|
•
|
the price or prices at which the warrants will be issued;
|
•
|
the designation, amount and terms of the offered securities purchasable upon exercise of the warrants;
|
•
|
if applicable, the date on and after which the warrants and the offered securities purchasable upon exercise of the warrants will be separately transferable;
|
•
|
the terms of the securities purchasable upon exercise of such warrants and the procedures and conditions relating to the exercise of such warrants;
|
•
|
any provisions for adjustment of the number or amount of securities receivable upon exercise of the warrants or the exercise price of the warrants;
|
•
|
the price or prices at which and currency or currencies in which the offered securities purchasable upon exercise of the warrants may be purchased;
|
•
|
the date on which the right to exercise the warrants shall commence and the date on which the right shall expire;
|
•
|
the minimum or maximum amount of the warrants that may be exercised at any one time;
|
•
|
information with respect to book-entry procedures, if any;
|
•
|
if appropriate, a discussion of Federal income tax consequences; and
|
•
|
any other material terms of the warrants, including terms, procedures and limitations relating to the exchange and exercise of the warrants.
|
•
|
the terms of the units and of any of the common stock, preferred stock and warrants comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately;
|
•
|
a description of the terms of any unit agreement governing the units; and
|
•
|
a description of the provisions for the payment, settlement, transfer or exchange of the units.
|
•
|
the terms of the offering;
|
•
|
the names of any underwriters or agents;
|
•
|
the name or names of any managing underwriter or underwriters;
|
•
|
the purchase price of the securities;
|
•
|
any over-allotment options under which underwriters may purchase additional securities from us;
|
•
|
the net proceeds from the sale of the securities;
|
•
|
any delayed delivery arrangements;
|
•
|
any underwriting discounts, commissions and other items constituting underwriters’ compensation;
|
•
|
any initial public offering price;
|
•
|
any discounts or concessions allowed or reallowed or paid to dealers;
|
•
|
any commissions paid to agents; and
|
•
|
any securities exchange or market on which the securities may be listed.
|
•
|
our Annual Report on Form 10-K for the fiscal year ended February 1, 2020, filed with the SEC on June 15, 2020;
|
•
|
our Quarterly Report on Form 10-Q for the period ended May 2, 2020, filed with the SEC on July 31, 2020;
|
•
|
our Quarterly Report on Form 10-Q for the period August 1, 2020, filed with the SEC on September 15, 2020;
|
•
|
our Quarterly Report on Form 10-Q for the period ended October 31, 2020, filed with the SEC on December 15, 2020;
|
•
|
our Current Reports on Form 8-K filed with the SEC on;
|
•
|
our Definitive Proxy Statement on Schedule 14A filed with the SEC on July 15, 2020;
|
•
|
the description of our common stock contained in the Registration Statement on Form 8-A/A filed with the SEC on November 27, 2007 (File No.
000-14818), including any amendment or report filed for the purpose of updating such description; and
|
1 Year Kaspien Chart |
1 Month Kaspien Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions