Kaspien Holdings Inc. (or the “Company”), a leading e-commerce marketplace growth platform, today announced that it has entered into a securities purchase agreement with a single institutional investor for the issuance and sale of 638,978 shares of its common stock at a purchase price of $3.13 per share (or pre-funded warrant in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, Kaspien Holdings Inc. has also agreed to issue and sell to the investor 1,818,182 shares of common stock at a purchase price of $3.30 per share (or pre-funded warrant in lieu thereof) and warrants to purchase 2,457,160 shares of common stock at an exercise price of $3.13. The warrants will have a 5-year term from the date of issuance. The aggregate gross proceeds to the Company of both offerings are expected to be approximately $8 million. The offerings are expected to close on or about July 14, 2022, subject to the satisfaction of customary closing conditions.
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Aegis Capital Corp. is acting as the Exclusive Placement Agent for the Offerings.
Additional details regarding the offering will be available in a Form 8-K to be filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”).
A shelf registration statement on Form S-3 (File No. 333-252911) relating to the registered direct offering of the securities described above was filed with the Securities and Exchange Commission (“SEC”) on February 9, 2021 and was declared effective on March 11, 2021. The offering of the common stock in the registered direct offering is being made only by means of a prospectus supplement and accompanying prospectus that forms a part of the effective registration statement. Electronic copies of the final prospectus supplement and the accompanying prospectus will be filed with the SEC and may be obtained, when available, from Aegis Capital Corp., Attention: Syndicate Department, 1345 6th Avenue, 27th floor, New York, NY 10019, by email at syndicate@aegiscap.com, or by telephone at (212) 813-1010 or at the SEC’s website at http://www.sec.gov.
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The offer and sale of the securities in the private placement are being made in a transaction not involving a public offering and have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or applicable state securities laws. Accordingly, the securities may not be reoffered or resold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The securities were offered only to accredited investors. Pursuant to a registration rights agreement with the investor, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock and the shares issuable upon exercise of the pre-funded warrants and warrants.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
