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.

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.