![](/cdn/assets/images/search/clock.png)
We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Trans World Entertainment | NASDAQ:TWMC | 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% | 8.35 | 7.55 | 8.83 | 0 | 01:00:00 |
New York | | | 454110 | | | 14-1541629 |
(State or other jurisdiction of incorporation or organization) | | | (Primary Standard Industrial Classification Code Number) | | | (I.R.S. Employer Identification Number) |
Large accelerated filer ☐ | | | Accelerated filer ☐ |
Non-accelerated filer ☒ | | | Smaller reporting company ☒ |
| | Emerging growth company ☐ |
| | Page | |
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| | ||
| |
• | We are partner obsessed. Our customers are our partners. Every decision is focused on building mutually beneficial relationships that deliver results. |
• | We are insights driven. We make data actionable. Our curiosity drives us to discover opportunities early and often. |
• | We create simplicity. We challenge the status quo. We take the complicated and simplify it. |
• | We take ownership. We make things happen. We hold ourselves accountable and have a bias for action. |
• | We empower each other. We welcome and learn from diverse experiences. Our empathy ignites innovation and empowers meaningful change. |
• | 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. |
Name of Selling Shareholder | | | Number of shares of Common Stock Owned Prior to Offering | | | Maximum Number of shares of Common Stock to be Sold Pursuant to this Prospectus | | | Number of shares of Common Stock Owned After Offering |
Empery Tax Efficient III, LP(1) | | | 1,157,077 | | | 1,157,077 | | | 0 |
Empery Tax Efficient, LP(2) | | | 738,542 | | | 738,542 | | | 0 |
Empery Asset Master, LTD(3) | | | 2,379,723 | | | 2,379,723 | | | 0 |
(1) | Consists of pre-funded warrants to purchase 492,072 shares of common stock and common warrants to purchase 665,005 shares of common stock issued in our recent private placement (each respective warrant is subject to a 4.99% blocker). Empery Asset Management LP, the authorized agent of Empery Tax Efficient III, LP (“ETE III”), has discretionary authority to vote and dispose of the shares held by ETE III and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address for Empery Tax Efficient III, LP is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020. |
(2) | Consists of pre-funded warrants to purchase 314,081 shares of common stock and common warrants to purchase 424,461 shares of common stock issued in our recent private placement (each respective warrant is subject to a 4.99% blocker). Empery Asset Management LP, the authorized agent of Empery Tax Efficient, LP (“ETE”), has discretionary authority to vote and dispose of the shares held by ETE and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address for Empery Tax Efficient, LP is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020. |
(3) | Consists of pre-funded warrants to purchase 1,012,029 shares of common stock and common warrants to purchase 1,367,694 shares of common stock issued in our recent private placement (each respective warrant is subject to a 4.99% blocker). Empery Asset Management LP, the authorized agent of Empery Asset Master, LTD (“EAM”), has discretionary authority to vote and dispose of the shares held by EAM and may be deemed to be the beneficial owner of these shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these shares. The address for Empery Asset Master, LTD is c/o Empery Asset Management LP, 1 Rockefeller Plaza Suite 1205, New York, NY 10020. |
• | continued operating losses; |
• | impact of the novel coronavirus identified as “COVID-19” on our business and operating results; |
• | the ability of the Company to satisfy its liabilities and to continue as a going concern; |
• | maintaining Kaspien’s relationship with Amazon; |
• | continued revenue declines; |
• | decline in the Company’s stock price; |
• | the limited public float and trading volume for our Common Stock; |
• | new product introductions; |
• | advancements in technology; |
• | dependence on key employees, the ability to hire new employees and pay competitive wages; advancements in technology; |
• | the Company’s level of debt and related restrictions and limitations; |
• | future cash flows; |
• | vendor terms; |
• | interest rate fluctuations; |
• | access to third party digital marketplaces; |
• | adverse publicity; |
• | product liability claims; |
• | changes in laws and regulations; |
• | breach of data security; |
• | increase in Amazon Marketplace fulfillment and storage fees; |
• | limitation on our acquisition and growth strategy as a result of our inability to raise necessary funding; |
• | the other matters set forth under Item 1A “Risk Factors,” Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, and other sections of the Company’s Annual Report on Form 10-K. |
• | ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
• | block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
• | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
• | an exchange distribution in accordance with the rules of the applicable exchange; |
• | privately negotiated transactions; |
• | settlement of short sales; |
• | in transactions through broker-dealers that agree with the Selling Shareholders to sell a specified number of such securities at a stipulated price per security; |
• | through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
• | a combination of any such methods of sale; or |
• | any other method permitted pursuant to applicable law. |
• | 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, July 1, 2022 and July 14, 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. |
Item 13. | Other Expenses of Issuance and Distribution |
SEC registration fee | | | $1,269.15 |
Legal fees and expenses | | | $* |
Accounting fees and expenses | | | $* |
Printing and miscellaneous expenses | | | $* |
Total | | | $* |
Item 14. | Indemnification of Directors and Officers |
Item 15. | Recent Sales of Unregistered Securities. |
Item 16. | Exhibits and Financial Statement Schedules |
(a) | Exhibits |
Exhibit Number | | | Exhibit Description |
| | Opinion of Cahill Gordon & Reindel LLP | |
| | ||
| | Engagement Agreement dated July 11, 2022 (incorporated herein by reference to Exhibit 10.1 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Securities Purchase Agreement (PIPE), dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.2 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Form of Investor Warrant (PIPE) (incorporated herein by reference to Exhibit 10.4 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Form of Pre-Funded Warrant (PIPE) (incorporated herein by reference to Exhibit 10.5 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Registration Rights Agreement, dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.7 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Securities Purchase Agreement (Registered Offering), dated July 12, 2022, by and among the Company and the purchasers party thereto (incorporated herein by reference to Exhibit 10.3 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Form of Pre-Funded Warrant (Registered Offering) (incorporated herein by reference to Exhibit 10.6 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | Form of Lockup Agreement (incorporated herein by reference to Exhibit 10.8 to the Company’s Form 8-K filed July 14, 2022. Commission File No. 0-14818) | |
| | ||
| | List of Subsidiaries (incorporated herein by reference to Exhibit 21 to the Company’s Annual Report on Form 10-K for the year ended January 29, 2022. Commission File No. 0-14818) | |
| | ||
| | Consent of Cahill Gordon & Reindel LLP (included in Exhibit 5.1) | |
| | ||
| | Consent of Fruci & Associates II, PLLC | |
| | ||
| | Calculation of Registration Fees |
* | Filed herewith. |
Item 17. | Undertakings |
| | KASPIEN HOLDINGS INC. | ||||
| | | | |||
| | By: | | | /s/ Brock Kowalchuk | |
| | | | Brock Kowalchuk | ||
| | | | Interim Chief Executive Officer |
Signature | | | Title | | | Date |
/s/ Brock Kowalchuk Brock Kowalchuk | | | Interim Chief Executive Officer (Principal Executive Officer) | | | July 28, 2022 |
/s/ Edwin Sapienza Edwin Sapienza | | | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | | | July 28, 2022 |
/s/ Jonathan Marcus Jonathan Marcus | | | Director | | | July 28, 2022 |
/s/ Michael Reichert Michael Reichert | | | Director | | | July 28, 2022 |
/s/ Tom Simpson Tom Simpson | | | Director | | | July 28, 2022 |
1 Year Trans World Entertainment Chart |
1 Month Trans World Entertainment 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