Nina Footwear Corp. entered into a definitive agreement to acquire Kidpik Corp. (NasdaqCM:PIK) for $35.7 million in a reverse merger transaction on March 29, 2024. The transaction is structured as all-stock transaction. Based on the current number of issued and outstanding shares of Kidpik, the Shares issuable at the Closing would total approximately 7,806,552 shares of common stock. Nina Footwear have 2,320 shares have been issued and 2,320 shares are outstanding. In connection with the merger, the stockholders of Kidpik immediately prior to the Merger are expected to own approximately 20% of the outstanding shares of Kidpik common stock immediately after the Effective Time and the stockholders of Nina Footwear immediately prior to the Merger will own approximately 80% of the outstanding shares of Kidpik common stock immediately after the Effective Time. Mr. Dabah, his children and wife are expected to continue to control approximately 76.8% of the combined company?s voting shares following the closing of the merger. Upon closing of the merger, the combined company will be renamed ?Nina Holding Corp.? and its symbol will change to ?NINA?. The Board of Directors of both companies have approved the transaction as advised by the special committee. The transaction is subject to the listing of new shares and exemption of registration pursuant to Regulation D. The closing of the transaction is subject to customary closing conditions, including the preparation and mailing of a proxy statement by Kidpik, and the receipt of required stockholder approvals from Kidpik and Nina Footwear stockholders, and is expected to close in the third quarter of 2024. As of August 19, 2024, the transaction is expected to close in the fourth quarter of 2024. As of November 14, 2024, the transaction is expected to close in the first quarter of 2025. On December 20, 2024, Kidpik received a notification letter from The Nasdaq Stock Market Hearings Panel (the ? Panel ?) on December 20, 2024, indicating that trading in the Company?s common stock on Nasdaq?s Capital Market will be suspended effective at the open of business on December 26, 2024. Edward M. Grushko of Grushko & Mittman, P.C acted as legal advisor to Nina Footwear. David M. Loev and John S. Gillies of The Loev Law Firm, PC acted as legal advisor to Kidpik. Hempstead & Co. Inc. acted as fairness opinion provider to Kidpik.

Nina Footwear Corp. cancelled the acquisition of Kidpik Corp. (NasdaqCM:PIK) in a reverse merger transaction on January 6, 2025. As a result of the termination of the Merger, Kidpik will continue to operate as a standalone publicly-traded company on the OTC Markets. Upon termination of the merger agreement there was no termination fee or expense reimbursement payable by either party in connection with the termination.