Kidpik and Nina Footwear Announce Closing of Business Combination

Rhea-AI Summary

Kidpik (PIKM), a kids' online clothing subscription e-commerce company, has completed a merger with Nina Footwear Corp, a private company specializing in women's and kids' dress shoes. Under the merger agreement, Nina Footwear becomes a wholly-owned subsidiary of Kidpik, with Nina Footwear shareholders receiving approximately 77.2 million shares of Kidpik common stock, representing 97.2% of post-merger shares. The company will be renamed to Nina Holding Corp. CEO Ezra Dabah, who controlled both companies pre-merger, along with his family will maintain approximately 78.5% control of the combined company. The merger is expected to enhance Kidpik's revenue, cashflow, and retain significant net operating loss carryforwards of approximately $43 million. The deal was approved by Kidpik's Board following a special committee recommendation and third-party fairness opinion.

Positive

• Retention of significant $43 million in net operating loss carryforwards
• Expected increase in revenue and cashflow for the combined company
• Strengthening of Kidpik's balance sheet
• Opportunities for growth through brand extensions and international expansion
• Potential value from resurrection of Delman shoe brand

Negative

• Massive dilution for existing Kidpik shareholders with 97.2% ownership going to Nina Footwear shareholders
• High concentration of control with CEO Dabah and family owning 78.5% of voting shares
• Previous delisting from Nasdaq
• Failed initial merger attempt in January 2025

NEW YORK, NY / ACCESS Newswire / May 21, 2025 / Kidpik Corp. (OTC PINK:PIKM) ("Kidpik"), a kids' online clothing subscription-based e-commerce company, and Nina Footwear Corp., a private company operating a brand specializing in women's and kids' dress shoes and accessories for special occasions ("Nina Footwear"), today announced that they have entered into and closed the transactions contemplated by a merger agreement.

Pursuant to the merger agreement, Nina Footwear was merged with and into a wholly-owned subsidiary of Kidpik, which resulted in Nina Footwear becoming a wholly-owned subsidiary of Kidpik. Pursuant to the terms of the merger agreement, the shareholders of Nina Footwear will receive approximately 77.2 million shares of common stock of Kidpik, representing 97.2% of Kidpik's post-closing outstanding shares of common stock. In addition, management of Kidpik plans to change the name of the company from Kidpik Corp. to Nina Holding Corp.

Kidpik was controlled by Mr. Ezra Dabah, the Chief Executive Officer, Chairman, and majority stockholder (51.1% beneficial owner) of Kidpik prior to the transaction, who is also the Chief Executive Officer of Nina Footwear. Mr. Dabah and his children owned approximately 79.3% of Nina Footwear, and Mr. Dabah and his extended family owned 100% of Nina Footwear. Mr. Dabah, his children and wife continue to control approximately 78.5% of the combined company's voting shares following the closing of the merger.

Kidpik's entry into the merger agreement was approved by the Kidpik Board of Directors (with Mr. Dabah abstaining from the vote), acting on the unanimous recommendation of a special committee consisting of independent and disinterested directors of Kidpik that was formed to negotiate and evaluate a potential strategic transaction involving Kidpik, following receipt of a third-party fairness opinion. Separately, the Board of Directors and majority stockholders of Nina Footwear approved the transaction.

"Our transaction is expected to increase Kidpik's revenue, cashflow and prospects, while also strengthening Kidpik's balance sheet and significantly increasing stockholder value," said Mr. Dabah. "As a team we plan to refocus our attention on growing Nina Footwear through brand and category extensions, international expansion, the resurrection of the Delman shoe brand, and mining our extensive Nina Footwear archive for additional growth, which we believe presents great value. I believe the retention of the net operating loss carryforwards is of tremendous value to our shareholders in completing the merger."

The parties had previously entered into a merger agreement in March 2024, which was terminated by Nina Footwear in January 2025, following the failure of the parties to timely complete the merger and the delisting of Kidpik's common stock from Nasdaq. Subsequently, the parties negotiated updated business terms reflecting Kidpik's status as a non-Nasdaq listed company and its current financial position and prospects.

An important factor in the special committee of the Board of Directors recommending the approval of the merger was that due to Mr. Dabah's control of both companies, it is expected that Kidpik will retain its ability to use its significant net operating loss (NOL) carryforwards following the merger (currently estimated at approximately $43 million).

About the Transaction
Pursuant to the terms of the merger agreement, Kidpik acquired Nina Footwear through a reverse subsidiary merger that was structured as a tax-free reorganization. It is anticipated that the combined company will be renamed "Nina Holding Corp."

About Kidpik
Founded in 2016, Kidpik (OTC PINK:PIKM) is an online clothing subscription box for kids, offering mix & match, expertly styled outfits that are curated based on each member's style preferences. Kidpik delivers a surprise box monthly or seasonally, providing an effortless shopping experience for parents and a fun discovery for kids. Kidpik combines the expertise of fashion stylists with proprietary data and technology to translate kids' unique style preferences into surprise boxes of curated outfits. We also sell our branded clothing and footwear through our e-commerce website, shop.kidpik.com. For more information, visit www.kidpik.com.

About Nina Footwear
Nina Footwear has been a leader in the women's fashion footwear industry for over 70 years. The company was founded by Stanley and Mike Silverstein in a factory on Prince Street in SoHo, making women's premium clogs. Stanley named the brand after his daughter, Nina Miner, who is now Nina's Chief Creative Officer. Under the leadership of CEO Ezra Dabah, the Nina brand includes women's and children's premium footwear and accessories. The Nina collection is designed for the modern woman who enjoys glamorous footwear, fashionable design and exceptional quality at an accessible price. The highly sought-after brand has been worn by many style icons and celebrities. To discover the collection visit www.ninashoes.com.

About Ezra Dabah
Ezra Dabahhas served as the Chief Executive Officer and director of the Company since April 2015 and as Chairman since October 2021. Mr. Dabah has also served since 2012 as the Chief Executive Officer and member of the Board of Directors of, and is the majority owner of, Nina Footwear Corp., a wholesaler of women's and kids' shoes and accessories. From 2013 to June 2015, Mr. Dabah served as the Chief Executive Officer of Ezrani 2 Corp. d/b/a RUUM American Kid's Wear ("RUUM"), a company which owned and operated childrenswear specialty retail stores. Mr. Dabah purchased this business from American Eagle Outfitters Inc (AEO) and rebranded the stores and business from 77 kids by American Eagle to RUUM American kids wear. Ezrani 2 Corp., voluntarily filed for Chapter 7 bankruptcy on June 18, 2015, while Mr. Dabah was its Chief Executive Officer, which bankruptcy was closed in August 2018. Mr. Dabah has over 45 years of experience in apparel wholesale and retail operations. From 1972 to 1993, he was a director and an executive officer of The Gitano Group, Inc. (GIT)("Gitano"), where he managed product design, merchandising, and procurement. In 1984, he founded and became president of E.J. Gitano, a children's apparel division of Gitano. In 1991, Mr. Dabah joined The Children's Place Retail Stores, Inc. (PLCE) as its Chairman and CEO, leading the company's turnaround and repositioning it from a store that sold discounted brands to a single vertically integrated brand that has stores, taking it public in 1997. In November 2004, The Children's Place purchased The Disney Stores (300+ stores) from the Walt Disney Co (DIS). Under Mr. Dabah's leadership the store count grew from approximately 150 in 1990 to almost 1,200 and sales reached $2 billion by the end of 2006. Mr. Dabah resigned from The Children's Place as its Chief Executive in September 2007. Between 2007 and 2012, Mr. Dabah developed Ahhmigo, a natural and organic energy drink with patented ingredients dispensing cap technology.

Cautionary Statement Regarding Forward-Looking Statements
Certain statements contained in this press release regarding matters that are not historical facts, are forward-looking statements. These include, but are not limited to, statements regarding the anticipated benefits of the merger, projections and estimates of Kidpik's corporate strategies, future operations and plans, including the costs thereof; and other statements regarding management's intentions, plans, beliefs, expectations or forecasts for the future. No forward-looking statement can be guaranteed, and actual results may differ materially from those projected. Kidpik and Nina Footwear undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except to the extent required by law. We use words such as "anticipates," "believes," "plans," "expects," "projects," "future," "intends," "may," "will," "should," "could," "estimates," "predicts," "potential," "continue," "guidance," and similar expressions to identify these forward-looking statements. Such forward-looking statements are based on our expectations and involve risks and uncertainties; consequently, actual results may differ materially from those expressed or implied in the statements due to a number of factors, including, but not limited to, the inability to recognize the anticipated benefits of the merger, which may be affected by, among other things, competition, the ability of the combined company to grow and successfully execute on its business plan; changes in the applicable laws or regulations; the possibility that the combined company may be adversely affected by other economic, business, and/or competitive factors; the combined company's ability to manage future growth; the combined company's ability to raise funding; the complexity of numerous regulatory and legal requirements that the combined company needs to comply with to operate its business; the reliance on the combined company's management; the prior experience and successes of the combined company's management team are not indicative of any future success; the ability to obtain additional funding, the terms of such funding and potential dilution caused thereby; the effects of tariffs and trade wars; deterioration of the global economic environment; changing interest rates and inflation and Kidpik's and the combined company's ability to control costs, including employee wages and benefits and other operating expenses; Kidpik's decision to cease manufacturing new products; risks associated with the effect of global pandemics, and governmental responses thereto on Kidpik's and the combined company's operations, those of Kidpik's and the combined company's vendors, Kidpik's and the combined company's customers and members and the economy in general; risks associated with Kidpik's and the combined company's supply chain and third-party service providers, interruptions in the supply of raw materials and merchandise; increased costs of raw materials, products and shipping costs due to inflation; disruptions at Kidpik's and the combined company's warehouse facility and/or of their data or information services, Kidpik's and the combined company's ability to locate warehouse and distribution facilities and the lease terms of any such facilities; issues affecting our shipping providers; disruptions to the internet; risks that effect our ability to successfully market Kidpik's and the combined company's products to key demographics; the effect of data security breaches, malicious code and/or hackers; increased competition and our ability to maintain and strengthen Kidpik's and the combined company's brand name; changes in consumer tastes and preferences and changing fashion trends; material changes and/or terminations of Kidpik's and the combined company's relationships with key vendors; significant product returns from customers, excess inventory and Kidpik's and the combined company's ability to manage inventory; the effect of trade restrictions and tariffs, increased costs associated therewith and/or decreased availability of products; Kidpik's and the combined company's ability to innovate, expand their offerings and compete against competitors which may have greater resources; the fact that Kidpik's Chief Executive Officer has majority voting control over the combined company; if the use of "cookie" tracking technologies is further restricted, regulated, or blocked, or if changes in technology cause cookies to become less reliable or acceptable as a means of tracking consumer behavior; Kidpik's and the combined company's ability to comply with the covenants of future loan and lending agreements and covenants; Kidpik's and the combined company's ability to prevent credit card and payment fraud; the risk of unauthorized access to confidential information; Kidpik's and the combined company's ability to protect intellectual property and trade secrets, claims from third-parties that Kidpik and/or the combined company have violated their intellectual property or trade secrets and potential lawsuits in connection therewith; Kidpik's and the combined company's ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the effect of new laws or regulations, and Kidpik's and the combined company's ability to comply with such new laws or regulations; changes in tax rates; Kidpik's and the combined company's reliance and retention of management; the outcome of future lawsuits, litigation, regulatory matters or claims; and the fact that Kidpik and the combined company have a limited operating history.

Kidpik cautions that the foregoing list of important factors is not complete. All subsequent written and oral forward-looking statements attributable to Kidpik or any person acting on behalf of Kidpik are expressly qualified in their entirety by the cautionary statements referenced above. Other unknown or unpredictable factors also could have material adverse effects on Kidpik's and the combined company's future results and/or could cause their actual results and financial condition to differ materially from those indicated in the forward-looking statements. The forward-looking statements included in this press release are made only as of the date hereof. Kidpik cannot guarantee future results, levels of activity, performance or achievements. Accordingly, you should not place undue reliance on these forward-looking statements. Except as required by law, neither Nina Footwear nor Kidpik undertakes any obligation to update publicly any forward-looking statements for any reason after the date of this press release to conform these statements to actual results or to changes in their expectations. If they update one or more forward-looking statements, no inference should be drawn that they will make additional updates with respect to those or other forward-looking statements.

Contacts
Investor Relations and Media Contact:
investor@kidpik.com

SOURCE: Kidpik

View the original press release on ACCESS Newswire

FAQ

What is the ownership structure of PIKM after the merger with Nina Footwear?

Nina Footwear shareholders received 77.2 million shares (97.2%) of Kidpik, with CEO Ezra Dabah and his family controlling approximately 78.5% of the combined company's voting shares.

What are the expected benefits of the Kidpik and Nina Footwear merger?

The merger is expected to increase Kidpik's revenue, cashflow, strengthen its balance sheet, and retain $43 million in net operating loss carryforwards, while enabling growth through brand extensions and international expansion.

Why did Kidpik's stock get delisted from Nasdaq?

The press release mentions the delisting but doesn't specify the reason. The delisting occurred prior to January 2025 and led to updated merger terms reflecting Kidpik's non-Nasdaq listed status.

What is the new name of the combined company after the PIKM merger?

The management plans to change the company name from Kidpik Corp. to Nina Holding Corp.

What growth strategies are planned for the merged PIKM company?

The company plans to focus on growing through brand and category extensions, international expansion, resurrection of the Delman shoe brand, and leveraging Nina Footwear's extensive archive.