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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the fiscal year ended December 30, 2023

 OR

 TRANSITION
 REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
the transition period from to

 Commission
File Number: 001-41032

Corp.

 (Exact
name of Registrant as specified in its charter)

 Delaware

 81-3640708

 (State
 or other jurisdiction of

 incorporation
 or organization)

 (I.R.S.
 Employer

 Identification
 No.)

 Park Avenue South, 3rd Floor

 New
 York, New York

 10003

 (Address
 of principal executive offices)

 (Zip
 Code)

 Registrant's
Telephone Number, Including Area Code: (212) 399-2323

 Securities
registered pursuant to Section 12(b) of the Act:

 Title
 of each class

 Trading
 Symbol(s)

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 PIK

 The
 Nasdaq Stock Market LLC

 (Nasdaq
 Capital Market)

 Securities
registered pursuant to section 12(g) of the Act:

 None.

by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No

by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No

by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act") during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). Yes No

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated Filer

 Accelerated
 Filer

 Non-accelerated
 Filer

 Smaller
 reporting company

 Emerging
 growth company

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting fi rm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation
received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

 The
aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the last business day
of the registrant's most recently completed second fiscal quarter was $ 2,297,092. For purposes of calculating the aggregate market
value of shares held by non-affiliates, we have assumed that all outstanding shares are held by non-affiliates, except for shares held
by each of our executive officers, directors and 5% or greater stockholders. In the case of 5% or greater stockholders, we have not deemed
such stockholders to be affiliates unless there are facts and circumstances which would indicate that such stockholders exercise any
control over our company, or unless they hold 10% or more of our outstanding common stock. These assumptions should not be deemed to
constitute an admission that all executive officers, directors and 5% or greater stockholders are, in fact, affiliates of our company,
or that there are not other persons who may be deemed to be affiliates of our company. Further information concerning shareholdings of
our officers, directors and principal stockholders is incorporated by reference in Part III, Item 12 of this Annual Report on Form 10-K.

 Number
of shares of registrant's common stock outstanding as of April 10, 2024: 1,951,638.

 DOCUMENTS
INCORPORATED BY REFERENCE

 Portions
of the Registrant's definitive proxy statement relating to its 2024 annual meeting of stockholders (the "2024 Proxy Statement")
are incorporated by reference into Part III of this Annual Report on Form 10-K where indicated. The 2024 Proxy Statement will be filed
with the U.S. Securities and Exchange Commission within 120 days after the end of the fiscal year to which this report relates.

 TABLE
OF CONTENTS

 Cautionary
 Note Regarding Forward-Looking Statements

 Additional

 PART
 I

 Item
 1. Business

 Item
 1A. Risk Factors

 Item
 1B. Unresolved Staff Comments

 Item
 1C. Cybersecurity

 Item
 2. Properties

 Item
 3. Legal Proceedings

 Item
 4. Mine Safety Disclosures

 PART
 II

 Item
 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Item
 6. [Reserved]

 Item
 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item
 7A. Quantitative and Qualitative Disclosures about Market Risk

 Item
 8. Financial Statements and Supplementary Data

 Item
 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item
 9A. Controls and Procedures

 Item
 9B. Other Information

 Item
 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 PART
 III

 Item
 10. Directors, Executive Officers and Corporate Governance

 Item
 11. Executive Compensation

 Item
 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item
 13. Certain Relationships and Related Transactions, and Director Independence

 Item
 14. Principal Accountant Fees and Services

 Item 15. Exhibits and Financial Statement Schedules

 Item 16. Form 10–K Summary.

 Signature

 Cautionary
Note Regarding Forward-Looking Statements

 This
Annual Report on Form 10-K (this " Report ") contains forward-looking statements within the meaning of the federal securities
laws, including the Private Securities Litigation Reform Act of 1995, regarding future events and the future results of Kidpik Corp.
(the " Company ") that are based on current expectations, estimates, forecasts, and projections about the industry in
which the Company operates and the beliefs and assumptions of the management of the Company. In some cases, you can identify forward-looking
statements by the following words: "anticipate," "believe," "continue," "could," "estimate,"
"expect," "intend," "may," "ongoing," "plan," "potential," "predict,"
"project," "should," or the negative of these terms or other comparable terminology, although not all forward-looking
statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily
be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based
on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that
may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied
by the forward-looking statements in this Report. Factors that might cause or contribute to such differences include, but are not limited
to, those discussed elsewhere in this Report, including under, or incorporated by reference into, "Risk Factors", which factors
include:

 our
 ability to obtain additional funding, the terms of such funding and potential dilution caused thereby;

 the
 Company's ability to complete the pending acquisition of Nina Footwear Corp.; and disruptions caused by such acquisition and
 other risks associated therewith;

 the
 continuing effect of changing interest rates and inflation on our operations, sales, and market for our products;

 deterioration
 of the global economic environment;

 our
 ability to build and maintain our brand;

 cybersecurity,
 information systems and fraud risks and problems with our websites;

 our
 ability to expand and grow our operations, and successfully market our products and services;

 changes
 in, and our compliance with, rules and regulations affecting our operations, sales, the internet in general and/or our products;

 shipping,
 production or manufacturing delays and/or tariffs on our products;

 our
 ability to increase members and sales;

 regulations
 we are required to comply with in connection with our operations, manufacturing, labeling and shipping;

 competition
 from existing competitors or new competitors or products that may emerge;

 high
 interest rates and inflation and our ability to control our costs, including employee wages and benefits and other operating expenses,
 as a result thereof;

 our
 dependency on third-party manufacturers to supply or manufacture our products;

 our
 business, including our costs and supply chain, which is subject to risks associated with rising inflation;

 our
 ability to establish or maintain vendor and supplier relations and/or relationships with third parties;

 our
 ability and third parties' abilities to protect intellectual property rights;

 our
 ability to attract and retain key personnel to manage our business effectively; and

 other
 risk factors included under " Risk Factors " below.

 You
should read the matters described in, and incorporated by reference in, " Risk Factors " and the other cautionary statements
made in this Report, and incorporated by reference herein, as being applicable to all related forward-looking statements wherever they
appear in this Report. We cannot assure you that the forward-looking statements in this Report will prove to be accurate and therefore
prospective investors are encouraged not to place undue reliance on forward-looking statements. All forward-looking statements included
herein speak only as of the date of the filing of this Report. All subsequent written and oral forward-looking statements attributable
to the Company, or persons acting on its behalf, are expressly qualified in their entirety by the cautionary statements above. Other
than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may
change in the future.

 Additional

 Unless
the context otherwise requires, all references in this Report to "we," "us," "our," "our company,"
"Company", and "Kidpik" refer to Kidpik Corp.

 In
addition:

 "Active
 subscriptions" means individuals who are scheduled to receive future boxes;

 "Boxes"
 means the Company's subscription clothing, shoe and accessories boxes;

 "Customers"
 means anyone who has received at least one shipment through subscription, direct or indirect sale from the Company;

 "Exchange
 Act" refers to the Securities Exchange Act of 1934, as amended;

 "Members"
 means customers who registered at least one subscription;

 "Nasdaq"
 means the Nasdaq Capital Market;

 "SEC"
 or the "Commission" refers to the United States Securities and Exchange Commission;

 "Securities
 Act" refers to the Securities Act of 1933, as amended; and

 "Subscriptions"
 means orders for recurring box shipments.

 The
Kidpik design logo, "kidpik," and our other registered or common law trademarks, service marks, or trade names appearing
in this Report are the property of Kidpik Corp. Other trade names, trademarks, and service marks used in this Report are the property
of their respective owners. Solely for convenience, we have omitted the and designations, as applicable, for the trademarks
we name in this Report.

 References
to our websites and those of third parties below are for information purposes only and, unless expressly stated below, we do not desire
to incorporate by reference into this Report information in such websites.

 The
Company uses a 52-53 week fiscal year ending on the Saturday nearest to December 31 each year. The years ended December 30, 2023 and
December 31, 2022 were 52 week years. These years are referred to herein as " 2023 " or " FYE 2023 "
and " 2022 " or " FYE 2022 ", respectively.

 On
June 19, 2023, at the Company's 2023 Annual Meeting of the Stockholders (the " Annual Meeting "), of the Company,
the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation,
to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between
one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors
or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024 (the
" Stockholder Authority ").

 On
February 20, 2024, the Company's Board of Directors (the " Board "), with the Stockholder Authority, approved
an amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a
ratio of 1-for-5 (the " Reverse Stock Split ").

 On
March 4, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the " Certificate
of Amendment ") with the Secretary of State of the State of Delaware to affect the Reverse Stock Split.

to the Certificate of Amendment, the Reverse Stock Split was effective on March 7, 2024 at 12:01 a.m. Eastern Time (the " Effective
Time ") and the shares of the Company's common stock began trading on the Nasdaq Capital Market (" Nasdaq ")
on a post-split basis on March 7, 2024.

 At
the Effective Time, every five (5) shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding
common stock, and the total outstanding shares of common stock were reduced from approximately 9.5 million to approximately 1.9 million,
without giving effect to any rounding up of fractional shares. Because the Certificate of Amendment did not reduce the number of authorized
shares of our common stock, the effect of the Reverse Stock Split was to increase the number of shares of our common stock available
for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of our common
stock or modify any voting rights or other terms of our common stock.

 No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive
fractional shares, instead were entitled to have their fractional shares rounded up to the nearest whole share.

 In
addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares
reserved for issuance under the Company's equity compensation plan) were proportionately adjusted by the applicable administrator,
using the 1-for-5 ratio, and rounded up to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the
Company's equity plans. In addition, the exercise price for each outstanding stock option was increased in inverse proportion to
the 1-for-5 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee to the Company for the shares
subject to the option will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to
the terms of such securities.

 The
Reverse Stock Split has been retroactively reflected throughout this Report.

 PART
I

 Item
1. Business

 Overview

 We
began operations in 2016 as a subscription-based e-commerce company. We make shopping easy, convenient, and accessible for parents by
delivering, in a box, fashionable and personalized outfits for kids. kidpik provides kids clothing subscription boxes for boys and girls
of varying sizes from toddler to youth that include mix-&-match coordinated outfits that are personalized based on each member's
style preferences. We focus on providing entire outfits from head-to-toe (including shoes) by designing each seasonal collection in-house
from concept to box.

 Our
mission statement is "To change the way parents shop for their kids by delivering outfits that make their kids confident and happy."

 We
take a partially integrated approach allowing us to design, merchandise and procure our products with outfit coordination in mind from
the beginning of the process and to deliver what we believe is a beneficial customer experience in terms of style, quality, value, curation,
and outfit coordination.

 We
save parents time by delivering personalized, mix-&-match outfits curated by our team of seasoned stylists, that are ready
to wear right out-of-the-box. Members shop from the comfort of their home and have a week to decide what to keep, return or exchange.

 We
acquire most of our new members primarily through social media marketing where we continuously explore new ads, new audiences, new channels.
We attribute the positive engagement of our members to having solved the following two pain points for parents and kids:

 Difficulty
of selecting fashionable outfits that match: Parents do not always have the expertise to put together stylized, fashionable looks.

 Avoiding
challenging in-store shopping experiences: Shopping for children's clothing in stores and online can be challenging for
parents. It can be time consuming, difficult, and require going to multiple stores and online ecommerce sites, which may result in additional
challenges, including, but not limited to, parents being required to bring their children with them to go shopping.

 Business
Development

 kidpik
began operations in 2016, focused on personalized girls' fashions sizes 4-14, curated in a box. Our aim was to make it easy for
parents and save time by doing the shopping and styling for them, delivering personalized coordinated outfits (which we call 'piks'),
allowing them to try-on the clothing, shoes, and accessories in the comfort of their home, and within the context of their kids'
closets. We built our subscription 'box' which currently contains eight, twelve or fifteen items, which consists of apparel,
a shoe and an accessory — to create mix-&-match personalized outfits. Our subscription boxes are available on kidpik.com.

 After
launching with our girls' subscription box for sizes 4-14 in 2016, we have continued to expand our product offering and marketing
channels. We expanded into boys' clothes, added larger sizes up to 16 for apparel and 6 youth for shoes, added toddler sizes down
to 2T and 3T for apparel and 7 and 8 toddler shoes, launched shop.kidpik.com, where we sell our seasonal collection individually including
pre-styled outfits, and pre-styled boxes, and expanded to sell on Amazon.com as Fulfilled by Amazon and Fulfilled by Merchant for pre-packs
and individual items and Walmart as Fulfilled by Merchant.

 We
have also added new features and products to our core subscription service including add-on items, kidpik koins (our loyalty program),
and on-demand boxes.

 Initial
Public Offering

 In
November 2021, the Company completed an initial public offering (the " IPO "), in which the Company issued and sold
423,530 shares of its authorized common stock for $42.50 per share for net proceeds of $16.1 million, after deducting underwriting discounts
and commissions, and offering costs.

 Products

 We
offer all apparel categories including tops, bottoms, cardigans, jackets, dresses, and swimwear, in knit and woven fabrications. Shoes
are available from size 7 toddler to size 6 youth, including sneakers, boots, sandals, and dress shoes. Accessories include sunglasses,
jewelry, bags, socks, hats, and hair goods, among other items.

 We
create coordinating and matching outfits from head-to-toe, providing parents a convenient, time saving, and stress-free shopping experience,
while offering kids the excitement of unboxing and the opportunity to discover their own unique style.

 Our
personalized service and fashion boxes are primarily marketed towards parents and grandparents for their children and grandchildren.
All of our apparel, shoes, and accessories are produced to our specifications.

 As
of the date of this Report, we provide e-commerce services only throughout the contiguous United States and Army Post Offices (APOs)
and Fleet Post Offices (FPOs) and Canada.

 Our
Strengths

 We
believe that we have five core strengths that help kidpik compete in the still emerging subscription-based e-commerce industry and which
give us a competitive advantage:

 kidpik
 CEO, Ezra Dabah, led The Children's Place retail stores for 17 years from 1990 to 2007

 Ezra
 Dabah, as CEO of the Children's Place retail stores, led The Children's Place growth from approximately 150 to 1,200
 stores and revenue growth from approximately $150 million to over $2 billion. The executive team collectively have 100+ years of
 childrenswear experience across design, merchandising, procurement, retail, brand building, e-commerce, creative and marketing.

 Robust
 member and merchandising dataset

 We
 believe that the combination of our robust member and merchandising data sets helps us to improve revenue and profit utilizing predictive
 proprietary information. This data set provides insights that allows us to refine and improve the personalized shopping experience.

 Highly
 adaptable proprietary technological infrastructure and algorithm

 We
 believe that the combination of our robust member dataset and refined proprietary technology offers us a highly competitive advantage
 in a marketplace with considerable barriers to entry due to the complexity and length of time in building internal internet technology
 (IT) systems that can adequately support and scale our subscription growth.

 Deep
 expertise in the childrenswear industry leads to a superior subscription business model

 We
 believe we have a competitive advantage over our subscription-based e-commerce clothing competitors based on our teams' extensive
 knowledge and experience of the childrenswear market, and of implementing, optimizing, and executing, strong internal processes with
 our in-house design, merchandising, and procurement teams.

 Design
 and integration model

 Our
 integration process allows us to control all style specifications, including stitching detail, findings, hardware, color, sizing
 and fit, across all our apparel, shoe, and accessory categories. This ensures fit and color consistency, complete outfit coordination,
 quality value equation and takes over the challenging aspects of the shopping experience from our members.

 How
kidpik Works

 We
are a "subscription" service with no monthly subscription or styling fees.

 New
members take a 3-minute style quiz which provides us information about silhouettes, colors, prints, fits, favorite looks, and other style
preferences their kids like to wear. Members then select a box size of eight, twelve or fifteen items and a delivery frequency that works
best for them – every 4, 6, or 12 weeks, and enter their shipping and payment information. In conjunction with our proprietary
algorithm, our stylists select, coordinating outfits personalized to each child's style preferences. We send this information to
our warehouse, where we pick and pack the order, ensuring that each box is packed consistently and in a manner that is intended to make
opening the box an exciting event. The surprise box of personalized fashion is shipped and delivered to the member door. Members pay
no styling, shipping, return or exchange fees, for their 'boxes' and only pay for what they keep.

 What's
in a Box

 Most
Kidpik fashion subscription boxes contain eight items —six items of apparel, a pair of shoes and an accessory, which creates mix
& match outfits, from head-to-toe. We have recently expanded our subscription box offerings, introducing twelve and fifteen -item
box options Members are informed they have 7 days to decide what to keep or return and complete the process by checking out online. Returns
or exchanges of any items are easy and free. They simply put the items into the provided pre-paid bag and drop it in a USPS mailbox.

 Membership

 We
define active subscriptions as an individual child in a member's account who is due to receive future boxes. One member can have
multiple subscriptions.

 Business
Strategy

 We
seek to capitalize on the advantages of being a digital first subscription-ecommerce fashion brand. We plan to achieve this goal by executing
our business strategy:

 1.

 Creating
 a strong value equation for consumers of quality and price, our partial integration allows us to capitalize on what we believe is
 a significant price sensitive childrenswear market. Focusing on controlling the product and process from concept to box, which allows
 us to price competitively while having our products under our own kidpik label reinforces the value of our brand to consumers and
 gives us the opportunity to market our brand through other third-party platforms and retail outlets.

 2.

 Delivering
 personalized and styled outfits directly to a member's door provides a seamless and easy experience for our members allowing
 us to connect with parents and kids emotionally, driving a stronger brand connection.

 3.

 Investing
 in our data science and technology platforms to drive a positive and frictionless member experience to increase lifetime value.

 We
believe focusing on personalization of fashion outfits at a value will set us apart from other children's clothing subscription
players. By delivering a consistent and seamless member experience it allows us to build trust and continue to expand our product lines
into our members households. Below is a discussion of how we plan to capitalize upon our business strategy.

 Members
& Marketing Channels

 Our
first member was acquired on January 20, 2016, and we shipped our first curated girl's fashion box on March 18, 2016. We believe
we drove many of our member acquisitions through Facebook and Instagram Ads, Google Ads, email, affiliates, public relations, influencer
marketing and search engine optimization (SEO), along with referrals from current members, word of mouth, and through family, friends,
and communities.

 In
the age of digital ads and e-commerce, we believe that social proof (a psychological and social phenomenon wherein people copy the actions
of others in an attempt to undertake behavior in a given situation) is an important factor for buying or signing up for a product and
displaying user generated content (UGC) in our marketing ads has had a role in the increase of member acquisition.

 Add-on
Items

 In
2021, we launched add-on items, which allows members to add items to their next box. We remind members of this option before their box
is styled, by sending an email featuring items available to be added. We have found that this increases the average transaction size
and our average profit per box.

 Member
Referral Program

 We
incentivize active members to refer their family and friends to kidpik by extending a discount to their friends on their first box and
awarding them a dollars-off credit when their friends make a purchase.

 During
certain promotional periods, kidpik will reward active members immediately after the friend subscribes to kidpik rather than waiting
to reward them until the referred member makes a purchase, and offer additional incentives and rewards.

 Member
Loyalty Program

 We
offer the opportunity for members to earn 'kidpik koins,' which are part of our loyalty program. Koins are rewarded to members
based on certain actions such as keeping the whole box, referring friends, and can be redeemed for free items. We launched this program
in October 2020, and it has already been used by thousands of our members.

 Blog

 In
addition to our subscription and e-commerce websites, we run and manage a brand blog, www.kidpik.com/blog, where we have built a
lifestyle around the kidpik brand through articles, activities, and posts, which helps to establish a brand voice and attract
new members. Consumers and members can discover more about the kidpik brand story, learn fashion and lifestyle tips, and are
treated to virtual events and craft projects designed for our target audience that offer fun for the entire family. Our
blog allows us to host long form content and share information about new launches, digital co-branded collaborations, and brand
events. The blog also hosts a library of articles that is updated to enhance our brand and serve as a host to SEO
keyword searches designed to strategically increase our SEO rankings.

 Large
Social Media Community

 We
have garnered a substantial number of social media followers across various platforms, particularly Facebook and Instagram. As of March
20, 2024, we had 534,000 likes on Facebook and 123,000 followers on Instagram (a like and follow may be done by the same person). A consistent
stream of user generated content, also known as UGC, is published to Facebook and Instagram by our members, which is then republished
to our social media accounts, ads, emails, and more which we have found helps build social proof and trust for people to subscribe with
kidpik. This UGC content accounts for some of our best performing brand assets in terms of conversion, engagement and also generates
awareness through our members' respective channels when they share about their experience with kidpik. We believe our thoughtful
unboxing experience inspires members to capture the moment and share it with us and their friends.

 Current
Status of Operations

 As
of the date of this Report, we are no longer buying merchandise as we believe we have adequate inventory on hand for the foreseeable
future. However, in the future, we may again start buying merchandise for our operations.

 Design
& Integration Model

 We
believe we have a competitive advantage over our subscription-based e-commerce clothing competitors based on our teams' extensive
knowledge and experience of the childrenswear and footwear industries, and of implementing, optimizing, and executing in-house strong
internal processes with our design, merchandising, and procurement teams.

 All
of our apparel and shoes have been developed by our in-house design team in New York City, our design team develops a sample line, mostly
created in our own sample room in China, allowing for style and trend flexibility, ensuring quality, consistency of fit, and outfit coordination.
Our design, and merchandising teams continuously collaborate to ensure that the customer preferences, market trends, and product offerings
are being met and we are maintaining our core fashion values. Our merchandising team also analyzes trends and feedback, as well as historical
data to identify essential styles, replenishment, and quantities to support the business needs. Our design, merchandising, and styling
teams work to build a collection where each style can be merchandised together to create beautiful mix-&-match outfits. Our production
team works directly with suppliers and factories to produce our finalized styles, ensuring each style is made to all of our detailed
specifications including quality, color, sizing, and fit. We rely on a limited number of suppliers and factories where we contract to
manufacture our products and while we have long-standing relations with them, we do not have long-term contracts with these parties.
For the years ended December 30, 2023 and December 31, 2022, three vendors accounted for approximately 81% and 48% of inventory purchases,
respectively. Our production team also coordinates and provides specific instruction on all packing and shipping requirements to ensure
efficiencies. Our products are shipped from our manufacturers directly to our distribution center in California, which handles all our
warehousing, fulfillment, packing, outbound shipping, returns, and exchanges. As discussed above, we are not currently purchasing any
new products as we work to clear our current inventory.

 This
process ensures consistency of style, quality, fit, and color along with complete outfit coordination beginning with style development
to final box coordination. The process also allows us to cater to each of our members' unique style, color, print, sparkle, fit,
and other preferences as well as lifestyle categories including girly, active, classic, urban, and trendy across boys, girls, and toddlers
since we design and merchandise these preferences.

 Our
internal design process allows us to control all style specifications, including color, sizing and fit, across all our apparel, shoe,
and accessory categories. This ensures consistency, complete outfit coordination, and takes over the challenging aspects of the shopping
experience from our members, as everything mixes and matches, from head-to-toe. Inconsistency of sizing and color differentiation is
something we have found can be very frustrating when shopping for kids' clothes from different brands.

 Pricing
Strategy

 The
childrenswear apparel and footwear market is one of necessity, and therefore it is very price sensitive as kids regularly out-grow their
clothes. Through our integration model, we control the entire process from design to merchandising, procurement and fulfillment, to offer
a balanced value equation of price, quality, and fashion. This allows us to negotiate the costs directly with the suppliers, avoiding
having to pay middlemen markups, enabling us to pass that savings along to our members in this very price sensitive childrenswear marketplace.

 Technology
Processes

 We
scale and do our best to stay ahead of the competition by putting technical innovation and execution at the heart of our business. Over
the past seven years, we have invested heavily in our proprietary technology and algorithm capabilities and built a robust infrastructure
that we believe is positioned accordingly to meet the clothing subscription industry. Our model collects consumer data through an interactive
quiz that allows us to deliver a unique and personalized experience in every box. As members keep and return items, our algorithm refines
its understanding of individual preferences which improves personalization.

 Our
members provide us with dozens of initial data points that include sizes, style preferences, dislikes, and fits, that we use to personalize
and style their boxes. This personalized data is refined over time by member feedback. This data is paired with our in-house algorithmic
software to match members with the best combinations of outfits. The algorithm combines initial data from various sources including the
style quiz, feedback given or received via product actions (i.e., returns), member box reviews, product and box-level data, target climate
and seasonal information, price-related feedback, along with other proprietary information. It uses this data to generate outfit combinations
designed to maximize keep rate results along several spectra including: member satisfaction, profit maximization and overall inventory
optimization.

 Most
of our internal systems and development tools are fully custom-built and designed specifically for our unique business model. These systems
allow us extensive flexibility and the ability to quickly and decisively respond to ever-changing business and technological needs. Building
proprietary tools is necessary as the technical complexity of the clothing subscription business currently cannot be managed by off-the-shelf
solutions.

 Warehouse
systems include features such as optimal pick path mapping and just-in-time replenishment of inventory from backstock, allowing pickers
to operate with maximum efficiency and ensuring necessary inventory is always available in active picking locations. The system also
manages a year-round cycle counting process, maintaining consistent inventory integrity which eliminates the need for an annual physical
inventory.

 Consumer
facing applications include our website and mobile site, both built and managed internally. Members can interact with our service, update
their style preferences, change payment methods, update delivery frequency, pause or skip a box, select add-ons, checkout for orders
and seamlessly exchange items for different sizing. Multiple member retention and experience features have been built into the application
as well, including refer-a-friend, loyalty (kidpik koins), add-on marketplace, and our influencer/ambassador gateways.

 We
have developed a powerful in-house application that affords our stylists and merchandising teams' complete visibility and control
over our product line. This allows styling to occur virtually and efficiently. An intuitive, easy-to-use interface allows for millions
of potential outfit combinations to be created and properly tagged with dozens of data markers for usage by our proprietary algorithm.
The application is fully integrated with our customer relationship management (CRM) database and inventory system and provides up-to-date
visibility to inventory levels and consumer feedback.

 Competition

 The
childrenswear market is highly competitive and price sensitive. We compete directly with other subscription clothing services. We also
compete with department stores, mass merchants, discount stores, specialty chains and other retail stores, including their online platforms,
brick-and-mortar locations, and other e-commerce companies selling children's apparel.

 Competitive
Advantage

 We
believe we have a competitive advantage over online and brick-and-mortar sellers who do not offer curated, personalized fashion, fully
coordinated outfits delivered free, and do not offer the convenience that our subscription service provides.

 We
further believe that the combination of our robust client dataset and refined proprietary technology offers us a competitive advantage
in a marketplace with considerable barriers to entry, due to the complexity of building IT systems that can adequately support this type
of clothing subscription process and the algorithm involved in yielding member personalization and satisfaction.

 Sourcing

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. We are no longer buying
merchandise as we believe we have adequate inventory on hand for the foreseeable future. However, in the future, we may again start buying
merchandise for our operations. When manufactured, our clothing, shoes and accessories are manufactured under our own kidpik brand name
and are produced according to our own specifications. We have long-standing relationships with our manufacturers; however, we have no
long-term contractual agreements. We have historically produced our goods in two countries, China and Turkey. We look at various points
of criteria before choosing factories - cost, product quality, social and safety conditions, reliability, minimum order quantity, technical
skills, and lead times (order to delivery). We test each style with a third party to ensure that it is compliant with the Consumer Product
Safety Improvement Act (CPSIA) requirements. As the goods arrive at our warehouse, we inspect each style, color, and size to make sure
that all products meet our standards and specifications, prior to shipping to customers.

 We
have a team of product buyers with years of experience. We have the knowledge and expertise in building each style's cost from
the bottom up.

 Organizational
History

 We
were formed as " ER18 LLC ", a Delaware limited liability company on April 16, 2015, in connection with the filing of
a Certificate of Formation with the Secretary of State of Delaware. On August 24, 2015, we filed a Certificate of Amendment to our Certificate
of Formation with the Secretary of State of Delaware, changing our name to Kidpik LLC. On August 18, 2016, pursuant to the filing of
a Certificate of Conversion from a Limited Liability Company to a Corporation pursuant to Section 265 of the Delaware General Corporation
Law, we converted from a Delaware limited liability company to a Delaware corporation (the " Conversion "). Immediately
prior to the Conversion, Ezra Dabah (our current Chief Executive Officer and Chairman), his wife and their children owned 100% of the
limited liability company interests. Immediately subsequent to the Conversion, Mr. and Mrs. Dabah and their children owned 671,000 shares
of common stock.

 On
January 14, 2019, we filed an Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware, which had been
approved by the stockholders, which among other things, affected a 10-for-1 forward stock split of our outstanding common stock and increased
our authorized common stock from 1,500 shares of common stock no par value per share, to 10,000 shares of common stock, no par value
per share.

 On
May 9, 2021, the stockholders approved the filing of a Second Amended and Restated Certificate of Incorporation, which was subsequently
filed with the Secretary of State of Delaware on May 10, 2021, which, among other things, effected a 671-for-1 forward split of our outstanding
common stock, increased our authorized common stock to 75 million shares of common stock, $0.001 par value per share, and authorized
25 million shares of " blank check " preferred stock, with a par value of $0.001 per share.

 Each
of the forward stock splits discussed above have been retroactively reflected throughout this Report.

 Recent
Events

 On
November 27, 2023, David Oddi provided notice to the Board of Directors, of his resignation as a member of the Board of Directors, effective
on the same date (November 27, 2023). Mr. Oddi's resignation was not the result of any disagreement with the Company relating to
the Company's operations, policies or practices, or otherwise. Prior to his resignation, Mr. Oddi served as the Chairman of the
Audit Committee of the Board of Directors.

 Effective
on December 6, 2023, the Board of Directors appointed Mr. Louis G. Schott as a member of the Board of Directors of the Company, to fill
the vacancy on the Board of Directors created by the resignation of David Oddi. Mr. Schott was appointed to the Board of Directors pursuant
to the power provided to the Board of Directors by the Company's Bylaws. Mr. Schott was appointed as a Class I director. As a Class
I director, Mr. Schott is expected to stand for election by the Company's stockholders at the 2025 Annual Meeting of Stockholders.

 The
Board of Directors determined that Mr. Schott was "independent" pursuant to the rules of the Nasdaq Capital Market and pursuant
to Rule 10A-3(b)(1) under the Securities Exchange Act of 1934, as amended.

 Mr.
Schott was appointed as a member of, and as Chairperson of, the Company's Audit Committee upon his appointment to the Board of
Directors, and as a result, the Company now has an Audit Committee consisting of three independent directors. Mr. Schott was also appointed
as a member of the Company's recently formed Strategy and Alternatives Committee.

 The
Company has no formal director compensation policy; however, Mr. Schott was granted 12,054 shares of fully-vested common stock of the
Company upon his appointment to the Board, valued at $25,000, with an effective date of February 27, 2024. The shares will be issued under the Company's First Amended and Restated
2021 Equity Incentive Plan. Moving forward, it is expected that Mr. Schott will receive equity consideration for his services on the
Board of Directors, issuable in the discretion of the Board of Directors, provided that the Company has no current plans to award any
additional equity compensation to Mr. Schott.

 On
June 19, 2023, at the Company's 2023 Annual Meeting of the Stockholders (the " Annual Meeting "), of the Company,
the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Certificate of Incorporation,
to effect a reverse stock split of our issued and outstanding shares of our common stock, par value $0.001 per share, by a ratio of between
one-for-four to one-for-twenty, inclusive, with the exact ratio to be set at a whole number to be determined by our Board of Directors
or a duly authorized committee thereof in its discretion, at any time after approval of the amendment and prior to April 24, 2024 (the
" Stockholder Authority ").

 On
February 20, 2024, the Company's Board of Directors (the " Board "), with the Stockholder Authority, approved
an amendment to our Second Amended and Restated Certificate of Incorporation to effect a reverse stock split of our common stock at a
ratio of 1-for-5 (the " Reverse Stock Split ").

 On
March 4, 2024, we filed a Certificate of Amendment to our Second Amended and Restated Certificate of Incorporation (the " Certificate
of Amendment ") with the Secretary of State of the State of Delaware to affect the Reverse Stock Split.

to the Certificate of Amendment, the Reverse Stock Split was effective on March 7, 2024 at 12:01 a.m. Eastern Time (the " Effective
Time "). The shares of the Company's common stock began trading on the NASDAQ Capital Market (" NASDAQ ")
on a post-split basis on March 7, 2024, with new CUSIP number: 49382L207. No change was made to the trading symbol for the Company's
shares of common stock, "PIK", in connection with the Reverse Stock Split.

 At
the Effective Time, every five (5) shares of issued and outstanding common stock were converted into one (1) share of issued and outstanding
common stock, and the total outstanding shares of common stock were reduced from approximately 9.5 million to approximately 1.9 million,
without giving effect to any rounding up of fractional shares. Because the Certificate of Amendment did not reduce the number of authorized
shares of our common stock, the effect of the Reverse Stock Split was to increase the number of shares of our common stock available
for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split did not alter the par value of our common
stock or modify any voting rights or other terms of our common stock.

 No
fractional shares were issued in connection with the Reverse Stock Split. Stockholders of record who otherwise would be entitled to receive
fractional shares, instead were entitled to have their fractional shares rounded up to the nearest whole share.

 In
addition, the number of shares of common stock issuable upon exercise of our stock options and other equity awards (including shares
reserved for issuance under the Company's equity compensation plan) were proportionately adjusted by the applicable administrator,
using the 1-for-5 ratio, and rounded up to the nearest whole share, to be effective at the Effective Time, pursuant to the terms of the
Company's equity plans. In addition, the exercise price for each outstanding stock option was increased in inverse proportion to
the 1-for-5 split ratio such that upon an exercise, the aggregate exercise price payable by the optionee to the Company for the shares
subject to the option will remain approximately the same as the aggregate exercise price prior to the Reverse Stock Split, subject to
the terms of such securities.

 The
Reverse Stock Split has been retroactively reflected throughout this Report.

 Merger
Agreement

 On
March 29, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the " Merger Agreement ")
with Nina Footwear Corp., a Delaware corporation (" Nina Footwear "), a brand specializing in women's footwear,
particularly in dress shoes and accessories for special occasions, and Kidpik Merger Sub, Inc., a Delaware corporation and wholly-owned
subsidiary of the Company (" Merger Sub "). Upon the terms and subject to the satisfaction of the conditions described
in the Merger Agreement, Merger Sub will be merged with and into Nina Footwear, with Nina Footwear surviving as a wholly-owned subsidiary
of the Company (the " Merger ").

 At
the effective time of the Merger, the stockholders of the Company immediately prior to the Merger are expected to own approximately 20%
of the outstanding shares of the Company's common stock immediately after the Merger and the stockholders of Nina Footwear immediately
prior to the Merger will own approximately 80% of the outstanding shares of the Company's common stock immediately after the Merger.

 Mr.
Dabah and his children own approximately 79.3% of Nina Footwear, and Mr. Dabah and his extended family own 100% of Nina Footwear,
and Moshe Dabah (Mr. Dabah's son), is the Vice President, Chief Operating Officer and Chief Technology Officer of the Company,
and the Secretary of Nina Footwear. There are also a number of related party transactions between Nina Footwear and the Company. Mr.
Dabah and his family will continue to control approximately 76.8% of the combined company's voting shares following the
closing of the Merger.

 Following
the closing of the Merger, the Company's executive officers and directors will remain the same as immediately prior to the Merger.

 The
closing of the Merger is subject to certain mutual closing conditions. The Company's obligation to consummate the Merger is
also subject to (i) Nina Footwear acknowledging that all of the debt owed by the Company to Nina Footwear (approximately $1.8
million currently and which amount may increase until the closing of the Merger) is extinguished as consideration of entering into
the Merger; (ii) the waiver or termination of certain change of control and related triggering events held by certain stockholders
of Nina Footwear which if not waived may have required approximately $2.55 million to be paid to such stockholders of Nina Footwear
at Closing; and (iii) holders of no more than 10% of the shares of Nina Footwear capital stock exercising their statutory
appraisal rights in connection with the Merger.

 Government
Regulation

 We
are subject to numerous U.S. federal and state and foreign laws and regulations that affect companies conducting business on the internet.
Many of these laws and regulations are still evolving and being tested in courts, and could be interpreted in ways that could harm our
business. These may involve user privacy, data protection and personal information, the privacy of consumer information and other laws
regarding unfair and deceptive trade practices.

 U.S.
federal and state and foreign laws and regulations, which in some cases can be enforced by private parties in addition to government
entities, are constantly evolving and can be subject to significant change. As a result, the application, interpretation, and enforcement
of these laws and regulations are often uncertain, particularly in the new and rapidly evolving industry in which we operate, and may
be interpreted and applied inconsistently from country to country and inconsistently with our current policies and practices.

 Our
sales of apparel, shoes and accessories, are also subject to regulation, including in the United States by the Federal Trade Commission
and the Consumer Products Safety Commission (CPSC), as well as various other federal, state, local and foreign regulatory authorities.
These laws and regulations principally relate to the proper labeling, advertising, marketing, manufacture, safety, shipment and disposal
of our products. Because we import our products from abroad, we are also subject to import regulations and regulations relating to trade.
For example, the California Transparency in Supply Chains Act, which became effective on January 1, 2012, requires us to provide certain
information about our efforts to eradicate human trafficking from our supply chain.

 Because
we sell children's products, we are also subject to the Consumer Product Safety Improvement Act, which requires that children's
products: (a) comply with all applicable children's product safety rules; (b) be tested for compliance by a CPSC-accepted accredited
laboratory, unless subject to an exception; (c) have a written Children's Product Certificate that provides evidence of the product's
compliance; and (d) have permanent tracking information affixed to the product and its packaging where practicable.

 To
the best of our knowledge, all of our suppliers and manufacturers adhere to labor and workplace standards and operate in compliance with
all applicable laws, including laws prohibiting child labor, forced labor and unsafe working conditions.

 We,
as are many other companies, are also subject to environmental laws, rules and regulations which could affect our operations. We do not
estimate any significant capital expenditures for environmental control matters either in the current fiscal year or in the near future.

 Proposed
or new legislation and regulations could also significantly affect our business. There currently are a number of proposals pending before
federal, state, and foreign legislative and regulatory bodies.

 For
more information about laws and regulations applicable to our business, see "Risks Related to Government Regulation."

 Intellectual
Property

 Our
intellectual property includes the content of our websites, our registered domain names, our registered and unregistered trademarks,
and certain trade secrets. We believe that our intellectual property is an essential asset of our business and that our registered domain
name and our technology infrastructure will give us a competitive advantage in the marketplace. We plan to rely on a combination of patent
(where applicable), trademark, copyright, trade secret, including federal, state and common law rights in the United States and other
countries, nondisclosure agreements, and other measures to protect our intellectual property. Despite any measures taken to protect our
intellectual property, unauthorized parties may attempt to copy aspects of our products or to obtain and use information that we regard
as proprietary. Our business is affected by our ability to protect against misappropriation and infringement of our intellectual property
and other proprietary rights.

 Trademarks
and Copyrights

 We
maintain various U.S. federal and foreign (China, Canada, Mexico, the European Union and the United Kingdom) trademarks for our trademarks
and also rely on federal or statutory common law copyright and trade secret protections in relation to our brand name.

 Employees

 As
of the date of the filing of this Report, we had 14 full-time employees, located in New York and California. On
a limited basis, we may use temporary personnel to supplement our workforce as business needs arise. None of our employees are
represented by a labor union or covered by a collective bargaining agreement. However, our warehouse employees have decided to terminate
their employment with us rather than relocate to a new location.

 We
are focused on the safety, retention and development of our existing employees. We promote a holistic approach to building our team and
have created a culture that is inclusive, diverse and high performing. We believe our compensation programs are competitive relative
to others in our industry and are designed to attract, retain and reward personnel through the combination of cash-based compensation,
equity-based compensation and benefits.

 Emerging
Growth Company under the JOBS Act

 As
a company with less than $1.235 billion in revenue during our last fiscal year, we qualify as an " emerging growth company "
under the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. As an emerging growth company, we have elected to take advantage
of reduced reporting requirements and are relieved of certain other significant requirements that are otherwise generally applicable
to public companies. As an emerging growth company:

we may present only two years of audited financial statements and only two years of related Management's Discussion and Analysis
of Financial Condition and Results of Operations;

we are exempt from the requirement to obtain an attestation and report from our auditors on whether we maintained effective internal
control over financial reporting under the Sarbanes-Oxley Act;

we are permitted to provide less extensive disclosure about our executive compensation arrangements; and

we are not required to give our stockholders non-binding advisory votes on executive compensation or golden parachute arrangements.

 We
may take advantage of these provisions until January 2, 2027 (the last day of the fiscal year following the fifth anniversary of our
initial public offering) if we continue to be an emerging growth company. We would cease to be an emerging growth company if we have
more than $1.235 billion in annual revenue, have more than $700 million in market value of our shares held by non-affiliates or issue
more than $1.0 billion of non-convertible debt over a three-year period. We may choose to take advantage of some but not all of these
reduced burdens. We have elected to provide two years of audited financial statements. Additionally, we have elected to take advantage
of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting
standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an
emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in Section 7(a)(2)(B)
of the Securities Act.

 Controlled
Company

 Ezra
Dabah, our Chief Executive Officer and Chairman, our principal stockholder, currently controls approximately 66.6% of the voting power
of our capital stock (based on shares of common stock outstanding as of March 20, 2024), and we are therefore a " controlled
company " as defined under Nasdaq Marketplace Rules. We currently intend to rely on the controlled company exemptions provided
under Nasdaq Marketplace Rules, which permit us to rely on certain exemptions from corporate governance rules, including: (a) an exemption
from the rule that a majority of our board of directors must be independent directors; (b) an exemption from the rule that the compensation
of our chief executive officer must be determined or recommended solely by independent directors; and (c) an exemption from the rule
that our director nominees must be selected or recommended solely by independent directors.

 Available

 The
Company makes available free of charge through its internet website,  its annual reports on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to these reports filed or furnished pursuant to Section
or 15(d) of the Exchange Act, as soon as reasonably practicable after the Company electronically files such material with, or furnishes
it to, the SEC. Our SEC filings are also available to the public at the SEC's web site at  Information contained
in, or that can be accessed through, our website is not a part of, and is not incorporated into, this Report. Further, the Company's
references to website URLs are intended to be inactive textual references only.

 Item
1A. Risk Factors

 Summary
Risk Factors

 Our
business is subject to varying degrees of risk and uncertainty. Investors should consider the risks and uncertainties summarized below,
as well as the risks and uncertainties immediately following this summary. Our business operations could also be affected by factors
that we currently consider to be immaterial or that are unknown to us at the present time. If any of these risks occur, our business,
financial condition, and results of operations could be materially and adversely affected, and the trading price of our common stock
could decline or our common stock could become worthless:

 Our
 history of losses, our ability to achieve profitability, our need for additional funding and the availability and terms of such funding,
 as well as potential dilution caused thereby, and risks that if we do not raise such funding, we may be forced to seek bankruptcy
 protection and/or liquidate;

 Our
 ability to maintain current members and customers and grow our members and customers;

 Risks
 associated with our 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 our warehouse facility and/or of our
 data or information services, issues affecting our shipping providers, and disruptions to the internet, any of which may have a material
 adverse effect on our operations and other risks associated with the fact that we are not currently manufacturing any new products;

 Risks
 of changes in consumer spending due to changes in interest rates, increased inflation, declines in economic activity or recessions;

 Risks
 that effect our ability to successfully market our products to key demographics;

 The
 effect of data security breaches, malicious code and/or hackers;

 Increased
 competition and our ability to maintain and strengthen our brand name;

 Changes
 in consumer tastes and preferences and changing fashion trends;

 Material
 changes and/or terminations of our relationships with key vendors;

 Significant
 product returns from customers, excess inventory and our ability to manage our inventory;

 The
 effect of trade restrictions and tariffs, increased costs associated therewith and/or decreased availability of products;

 Our
 ability to innovate, expand our offerings and compete against competitors which may have greater resources;

 Our
 significant reliance on related party transactions and loans;

 The
 fact that our Chief Executive Officer, Ezra Dabah, has majority voting control over the 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, the amount or accuracy of internet user information
 would decrease, which could harm our business and operating results;

 Our
 ability to comply with future loan covenants;

 Our
 ability to prevent credit card and payment fraud;

 The
 risk of unauthorized access to confidential information;

 System
 interruptions that impair client access to our website or other performance failures in our technology infrastructure could damage
 our business;

 Our
 ability to protect our intellectual property and trade secrets, claims from third parties that we have violated their intellectual
 property or trade secrets and potential lawsuits in connection therewith;

 Our
 ability to comply with changing regulations and laws, penalties associated with any non-compliance (inadvertent or otherwise), the
 effect of new laws or regulations, our ability to comply with such new laws or regulations, and changes in tax rates;

 Our
 reliance on our current management, who are not party to any employment agreements with us;

 The
 outcome of future lawsuits, litigation, regulatory matters or claims;

 Certain
 terms and provisions of our governing documents which may prevent a change of control, and which provide for indemnification of officers
 and directors, limit the liability of officers or directors, and provide for the Board of Directors' ability to issue blank
 check preferred stock;

 Dilution
 which will occur upon the closing of the Merger; costs, fees and expenses, and the timing associated with, the Merger Agreement;
 the Company's ability to meet conditions to closing the Merger Agreement; the ability of the parties to the Merger Agreement
 to terminate such agreement, and potential break-fees due in connection therewith; uncertainties while the Merger Agreement is pending;
 and risks related to the ability of the combined company to recognize the benefits of the Merger;

 The
 fact that we have a limited operating history; the effect of future acquisitions on our operations and expenses;

 Our
 significant indebtedness;

 The
 fact that we may require additional capital to support business growth, and this capital might not be available or may be available
 only by diluting existing stockholders;

 The
 anticipated volatile nature of the trading prices of our common stock and dilution which may be caused by future sales of securities;
 and

 Our
 ability to maintain the listing of our common stock on the Nasdaq Capital Market.

 Risk
Factors

 Our
business involves significant risks. You should carefully consider the following risk factors, in addition to the other information contained
in this Report, including the section of this report captioned "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and our financial statements and related notes. If any of the events described in the following risk
factors or the risks described elsewhere in this Report occurs, our business, operating results and financial condition could be seriously
harmed. This Report also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially
from those anticipated in the forward-looking statements as a result of factors that are described below and elsewhere in this Report.
The risks and uncertainties described below are not the only ones we face. Additional risk and uncertainties that we are unaware of or
that we deem immaterial may also become important factors that adversely affect our business. The realization of any of these risks and
uncertainties could have a material adverse effect on our reputation, business, financial condition, results of operations, growth and
future prospects as well as our ability to accomplish our strategic objectives. In that event, the market price of our common stock could
decline and you could lose part or all of your investment. Our actual results could differ materially from those anticipated in the forward-looking
statements as a result of specific factors, including the risks and uncertainties described below.

 Risks
Related to Our Business and Industry

 There
is substantial doubt about our ability to continue as a going concern and we will need additional capital which may not be available
on favorable terms, if at all.

 We
have experienced net losses in each year since our inception. We had accumulated deficits of $51,440,227 and $41,534,445 as of December
30, 2023 and December 31, 2022, respectively. In the years ended December 30, 2023 and December 31, 2022, we incurred net losses of $9,905,782
and $7,615,261, respectively. The Company's ability to continue its operations is dependent upon obtaining new financing for its
ongoing operations. To manage operating cash flows in the near term, the Company has ceased the purchase of new inventory and if available,
may enter into cash advance or other financing arrangements. Future financing options available to the Company include equity financings,
debt financings or other capital sources, including collaborations with other companies or other strategic transactions to fund existing
operations and execute management's growth strategy. Equity financings may include sales of common stock, warrants and/or preferred
stock. Such financing may not be available on terms favorable to the Company or at all. The terms of any financing may adversely affect
the holdings or rights of the Company's stockholders and may cause significant dilution to existing stockholders. Although management
continues to pursue these plans, there is no assurance that the Company will be successful in obtaining sufficient funding on terms acceptable
to the Company to fund continued operations, if at all, which would have a material adverse effect on its business, financial condition
and results of operations, and it could ultimately be forced to discontinue its operations, seek bankruptcy protection and/or liquidate.
These matters, when considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern
for a reasonable period of time, which is defined as within one year after the date that the financial statements are issued. The accompanying
financial statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts
and classification of liabilities that might result from the outcome of this uncertainty. The doubt regarding our potential ability to
continue as a going concern may adversely affect our ability to obtain new financing on reasonable terms or at all. Additionally, if
we are unable to continue as a going concern, our stockholders may lose some or all of their investment in the Company. If we are unable
to access additional capital moving forward, it may hurt our ability to grow and to generate future revenue, or may force us to seek
bankruptcy protection and any investment in the Company could be lost as part of any bankruptcy proceeding.

 We
will require additional capital to fund our existing operations and grow, and our inability to obtain such capital, or to adequately
manage our existing capital resources, could materially adversely affect our business, financial condition and operating results.

 To
support our existing operations or any future expansion of our business, including our ability to continue to execute our growth strategy,
we must have sufficient capital to continue to make investments and to fund our operations. If required financing is not available, on
favorable terms or at all, we may be unable to operate our business, develop new business or execute on our strategic plan to sustain
net revenue growth, in each case at the rate desired or at all, and our operating results would suffer. Our inability to obtain adequate
capital resources, whether in the form of equity or debt, to adequately manage our existing capital resources, or to fund our business
and strategies would require us to delay, scale back or eliminate some or all of our operations or any future expansion of our business,
which could materially adversely affect our business, financial condition and operating results.

 We
have ceased the purchase of new inventory.

 In
an effort to conserve cash, we have ceased the purchasing of new inventory and currently plan to sell only our current inventory on hand
for the near term. Moving forward, we may restart the purchasing of new inventory. During the period which we will rely on current inventory
on hand our growth will be restricted as we will not be able to adapt to changing styles or release any new product lines. Additionally,
our revenues will be capped at the amount of inventory we have on hand. As a result our operations may be materially adversely effected,
our cash flows may be diminished, we may not generate sufficient cash to support our operations and may be forced to curtail our operations
or seek bankruptcy protection, which could result in the value of our securities decreasing in value or becoming worthless.

 We
have a history of losses, and we may be unable to achieve or sustain profitability.

 We
have experienced net losses in each year since our inception. In the years ended December 30, 2023 and December 31, 2022, we incurred
net losses of $9,905,782 and $7,615,261, respectively. We anticipate that we will continue to incur substantial operating expenses in
the foreseeable future. We incur significant expenses in operating our fulfillment center, including personnel costs, obtaining and storing
inventory, and developing our technology. In addition, many of our expenses, including the costs associated with our fulfillment center,
are fixed. We have also historically incurred significant expenses associated with the production of merchandise and currently incur
significant expenses associated with the shipping of such merchandise to members and customers. Accordingly, we may not be able to achieve
or maintain profitability, and we may incur significant losses for the foreseeable future.

 Our
move to a new warehouse space may be costly and/or result in an interruption of our operations.

 The
Company entered into a sub-lease agreement for warehouse space from a related party on April 1, 2021. The Company pays 33.3% of the related
party's fixed monthly rent. The lease was to expire on September 30, 2023, but the warehouse sub-lease has been extended until
March 31, 2024. The move from our current warehouse to a new warehouse could result in a temporary or prolonged interruption in our business
activities. The terms of such warehouse space rental may require us to expend additional amounts on expenses which are not covered by
our current agreement. Additionally, our warehouse employees have decided to terminate their employment with us rather than relocate
to a new location. Any of the above could result in an increase in our operating expenses, interruptions in our business activities,
and decreased revenues, which could have a material adverse effect on the value of our securities.

 If
we fail to retain our existing subscription members and traditional point-of-purchase e-commerce customers or cost effectively acquire
new members and customers or if we fail to achieve profitability, our business would be materially adversely affected.

 Our
ability to grow net revenue and operate profitably, may require additional financing and, together with cost optimization initiatives,
will depend largely on our ability to retain existing members (i.e., those persons who have signed up for our subscription services)
and customers (i.e., those persons who have not signed up for subscription services, but who purchase our merchandise directly from our
website or through other e-commerce sites where we offer items for sale (for example, through Amazon.com and Walmart.com), to cost effectively
acquire new members and customers, and to keep members and customers engaged so that they continue to purchase products from us. If we
are unable to retain our existing members and customers, cost effectively acquire new members and customers, or keep members and customers
engaged, our business, financial condition and operating results would be materially adversely affected. While our revenues for the year
ended December 30, 2023, decreased by 13.6% to $14,240,724, compared to $16,477,984 for the year ended December 31, 2022, a decrease
of $2,237,260 from the prior year, partly due to a decrease in customer base, we cannot assure you that our number of members, or the
revenues generated thereby, will increase in the future.

 We
have historically spent significant amounts on advertising and other marketing activities. The majority of our advertisements to date
have been on Facebook Ads and Google Ads. For the years ended December 30, 2023 and December 31, 2022, our marketing expenses were relatively
the same at $3.1 million for both years, representing approximately 21.4% and 18.6% of each year's net revenue, respectively, and
are included in general and administrative expenses. We may, however, choose to increase or decrease such spending in the future, which
could have a material adverse effect on our results of operations.

 Our
net revenue in any period is essentially a function of our ability to attract and retain members and customers and the frequency and
size of the orders purchased or placed by those members and customers. If members and customers do not perceive our product offerings
to be of sufficient value and quality, or if we fail to offer new and relevant product offerings, we may not be able to attract or retain
members and customers or engage existing members and customers so that they continue to purchase products from us, which could have a
material adverse effect on our results of operations.

 The
children of our current and future customers and members will likely age out of our product offerings.

 We
sell our fashion subscription boxes (which we call 'piks') for boys and girls, sizes 2T-16. We also sell shoes, from size
7 toddler to size 6 youth, including sneakers, boots, sandals, and dress shoes. Because we do not currently offer sizing above 16 in
our clothing lines and/or above 6 youth in our shoes, it is likely that the children of our current members and customers, and future
customers and members, will age out of our product offerings. For example, the children of any current members or customers, who fit
into the merchandise sizing that we currently offer as of the date of this Report, will likely grow too big for such sizing in the future.
We believe that a size 16 will fit the average child, ages 11-13; however, each child is different. Because children age/size out of
our offerings over time, we are constantly needing to find new members and customers to maintain and expand our revenues.

 A
significant portion of our marketing is dependent upon advertisements placed on Facebook, Instagram and other social media platforms
and changes to such social media platforms terms of use, or changes that limit the ability of advertisers to collect and use data to
target and measure advertising, similar to those already adopted, are expected to have a negative impact on our advertising costs and
marketing efforts in the future.

 Historically,
we have acquired a significant portion of new members and subscribers through advertisements placed on the Facebook, Instagram, Google
and other social media platforms. In connection therewith we are subject to the terms and conditions of Facebook, Instagram, Google and
such other platforms, which may be changed by such platforms at their sole discretion at any time. If these social media platforms change
their standard terms and conditions in a way that is detrimental to us, our business would be harmed and our operating results would
be adversely affected.

 Furthermore,
our business may be harmed if any of the social media platforms we advertise on:

 discontinue
 or limit our access to their platform;

 modify
 their terms of service or other policies which limit our ability to advertise on their platforms;

 change
 how the personal information of its users is made available to advertisers or is able to be shared by users, in furtherance of similar
 changes discussed below;

 establish
 more favorable relationships with one or more of our competitors; or

 develop
 or acquire its own competitive offerings.

 Further,
mobile operating system and web browser providers, such as Apple and Google, have implemented product changes to limit the ability of
advertisers to collect and use data to target and measure advertising. For example, Apple made a change in iOS 14 that required apps
to get a user's opt-in permission before tracking or sharing the user's data across apps or websites owned by companies other
than the app's owner. Google intends to further restrict the use of third-party cookies in its Chrome browser in 2024, consistent
with similar actions taken by the owners of other browsers, such as Apple in its Safari browser, and Mozilla in its Firefox browser.
These changes have reduced and will continue to reduce our ability to efficiently target and measure advertising, in particular through
online social networks, making our advertising less cost effective and successful. We expect to continue to be impacted by these changes.

 Finally,
with respect to our email marketing efforts, if we are unable to successfully deliver emails to our clients or if clients do not engage
with our emails, whether out of choice, because those emails are marked as low priority or spam, or for other reasons, our business could
be adversely affected.

 Economic
uncertainty may affect consumer purchases of discretionary items, which has affected and may continue to adversely affect demand for
our products.

 Our
products may be considered discretionary items for consumers. Factors affecting the level of consumer spending for such discretionary
items include general economic conditions and other factors such as consumer confidence in future economic conditions, fears of recession
and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the availability and timing
of government stimulus programs, levels of unemployment, inflation, and tax rates. Adverse economic conditions, such as a recession,
in the United States, or protracted periods of high inflation or high energy prices may contribute to higher unemployment levels, decreased
consumer spending, reduced credit availability and declining consumer confidence and demand, any of which poses a risk to our business.
Any sustained economic downturn in the United States may cause significant readjustments in both the volume and mix of our product sales
and level of members, which could materially and adversely affect our business, operating results and financial condition. Additionally,
disruptions in the credit and other financial markets and economic conditions could, among other things, impair the financial condition
of one or more of the Company's vendors, which could have a material adverse effect on the Company's business, prospects,
results of operations, financial condition and/or cash flows. If we are unable to successfully navigate adverse economic conditions,
including offsetting the impact of high inflation and high energy prices on our business, our business, financial condition, and results
of operations may be adversely affected. Additionally, unfavorable economic conditions have led and in the future may lead, consumers
to delay or reduce purchases of our products. Consumer demand for our products may decline as a result of an economic downturn, recession,
or economic uncertainty in the United States. Our sensitivity to economic cycles and any related fluctuation in consumer demand may have
a material adverse effect on our business, results of operations, and financial condition.

 Economic
uncertainty may affect our access to capital and/or increase the costs of such capital.

 Global
economic conditions continue to be volatile and uncertain due to, among other things, consumer confidence in future economic conditions,
fears of recession and trade wars, the price of energy, fluctuating interest rates, the availability and cost of consumer credit, the
availability and timing of government stimulus programs, levels of unemployment, increased inflation, tax rates, and the war between
Ukraine and Russia which began in February 2022, as well as the current ongoing war between Hamas and Israel, which began in October
2023. These conditions remain unpredictable and create uncertainties about our ability to raise capital in the future. In the event required
capital becomes unavailable in the future, or more costly, it could have a material adverse effect on our business, future results of
operations, and financial condition.

 Adverse
macro-economic conditions, including inflation, could adversely impact our operating results.

 Heightened
levels of inflation and the potential worsening of macro-economic conditions, including slower growth or recession, changes to fiscal
and monetary policy, tighter credit, higher interest rates and currency fluctuations, present a risk for us, our suppliers and the stability
of our industry. If inflation remains at current levels for an extended period, or increases, and we are unable to successfully mitigate
the impact, our costs are likely to increase, resulting in pressure on our profits, margins and cash flows, particularly any fixed-price
contracts. Any of the above may have a material adverse effect on our results of operations and the value of our securities.

 Our
industry and the broader US economy have experienced higher than expected inflationary pressures in 2022, related to continued supply
chain disruptions, labor shortages and geopolitical instability. Should these conditions persist, our business, results of operations
and cash flows could be materially and adversely affected.

 In
2022, we saw significant increases in the costs of labor and certain materials and equipment, and longer lead times for such materials
and equipment, as a result of availability constraints, supply chain disruption, increased demand, labor shortages associated with a
fully employed US labor force, high inflation and other factors. Supply and demand fundamentals have been further aggravated by disruptions
in global energy supply caused by multiple geopolitical events, including the ongoing conflict between Russia and Ukraine. Recent supply
chain constraints and inflationary pressures have in the past, and may in the future, adversely impact our operating costs, as a result,
our business, financial condition, results of operations and cash flows could be materially and adversely affected.

 The
termination of, or material changes to, our relationships with key vendors could materially adversely affect our business, financial
condition and operating results, which could be exacerbated due to our historical reliance on a small number of vendors for a significant
portion of our inventory.

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory; however for the years ended
December 30, 2023, three vendors accounted for approximately 81% of inventory purchases. It can take a significant amount of time and
resources to identify, develop and maintain relationships with vendors. The termination of, or material changes to, arrangements with
key vendors, disagreements with key vendors as to payment or other terms, or the failure of a key supplier or vendor to meet its contractual
obligations to us may require us to contract with alternative vendors. If we have to replace key vendors, we may be subject to pricing
or other terms less favorable than those we currently enjoy, and it may be difficult to identify and secure relationships with alternative
vendors that are able to meet our volume requirements and quality or other standards. If we cannot replace or engage vendors who meet
our specifications and standards in a short period of time in the future, we could encounter increased expenses, shortages of items,
disruptions or delays in customer shipments. Such affects could be further exacerbated due to our historical reliance on a small number
of vendors for the majority of our inventory purchases. If any of the above were to occur, we could experience delays in shipments, cancellations
and a reduction in sales revenue, any of which could materially adversely affect our business, financial condition and operating results.

 Our
business and results of operations could be adversely affected by natural disasters, public health crises, political crises, negative
global climate patterns, or other catastrophic events.

 Natural
disasters, such as hurricanes, tornadoes, floods, earthquakes, wildfires, and other extreme weather conditions; unforeseen public health
crises, such as pandemics and epidemics (including, for example, the COVID-19 pandemic); political crises, such as terrorist attacks,
war, labor unrest, and other political instability; negative global climate patterns, especially in water stressed regions; or other
catastrophic events or disasters occurring in or impacting the areas in which fulfilment center, corporate offices or our vendors'
manufacturing facilities are located, whether occurring in the United States or internationally, could disrupt our and our vendors'
operations. Additionally, climate change may increase both the frequency and severity of extreme weather conditions and natural disasters,
and the physical changes prompted by climate change could result in increased regulation or changes in consumer preferences.

 In
particular, these types of events could impact our supply chain from or to the impacted region and could impact our ability or other
third parties to operate our websites or distribution center. These types of events could also negatively impact consumer spending in
the impacted regions or, depending upon the severity, globally. Disasters occurring at our vendors' manufacturing facilities could
impact our reputation and our customers' perception of our brand. To the extent any of these events occur, our business and results
of operations could be adversely affected.

 In
February 2022, in response to the military conflict between Russia and Ukraine, the United States and other North Atlantic Treaty Organization
member states, as well as non-member states, announced targeted economic sanctions on Russia, including certain Russian citizens and
enterprises, and the continuation of the conflict may trigger additional economic and other sanctions. The potential impact of the conflict
and any resulting bans, sanctions and boycotts on our business is uncertain at the current time due to the fluid nature of the conflict
as it is unfolding. The potential impacts could include supply chain and logistics disruptions, macro financial impacts resulting from
the exclusion of Russian financial institutions from the global banking system, volatility in foreign exchange rates and interest rates,
inflationary pressures on raw materials and energy and heightened cybersecurity threats. We have no current operations in Russia or Ukraine;
however, we do not and cannot know if the conflict, which is unfolding in real-time, could escalate and result in broader economic and
security concerns which could adversely affect our business, financial condition or results of operations.

 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, the amount or accuracy of internet user information
we collect would decrease, which could harm our business and operating results.

 Cookies
are small data files that are sent by websites and stored locally on an internet user's computer or mobile device. Some of our
third parties, collect data via cookies that are used to track the behavior of visitors to our sites, provide a more personal and interactive
experience and increase the effectiveness of our marketing. However, internet users can easily disable, delete and block cookies directly
through browser settings or through other software, browser extensions or hardware platforms that physically block cookies from being
created and stored.

 Privacy
regulations and policies by device operating systems, such as iOS or Android, restrict how we deploy our cookies and this could potentially
increase the number of internet users that choose to proactively disable cookies on their systems. Users can decide to opt out of nearly
all cookie data creation, which could negatively impact our operating results. We may have to develop alternative systems to determine
our consumers' behavior, customize their online experience or efficiently market to them if consumers block cookies or regulations
introduce additional barriers to collecting cookie data.

 System
interruptions that impair client access to our website or other performance failures in our technology infrastructure could damage our
business.

 The
satisfactory performance, reliability, and availability of our website, internal applications, and technology infrastructure are critical
to our business. We rely on our website to engage with our clients and sell them merchandise. We also rely on a host of internal custom-built
applications to run critical business functions, such as styling, merchandise purchasing, warehouse operations, and order fulfillment.
In addition, we rely on a variety of third-party, cloud-based solution vendors for key elements of our technology infrastructure. These
systems are vulnerable to damage or interruption. Interruptions may also be caused by a variety of incidents, including human error,
our failure to update or improve our proprietary systems, cyber attacks, fire, flood, earthquake, power loss, or telecommunications failures.
These risks are exacerbated by hybrid remote workforce. Any failure or interruption of our website, internal business applications, or
our technology infrastructure could harm our ability to serve our clients, which would adversely affect our business and operating results.

 Our
business, including our costs and supply chain, is subject to risks associated with sourcing, manufacturing and warehousing.

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. However, we historically
have sourced all of the merchandise we offer from third-party vendors, and as a result we may be subject to price fluctuations or demand
disruptions. Our operating results would be negatively impacted by increases in the future prices of our merchandise, and we have no
guarantees that prices will not rise in the future. In addition, if we expand into new categories and product types, we expect that we
may not have strong purchasing power in these new areas, which could lead to higher prices than we have historically seen in our current
categories. We may not be able to pass increased prices on to members, which could adversely affect our operating results. Moreover,
in the event of a significant disruption in the supply of the fabrics or raw materials used in the manufacture of the merchandise we
offer, the vendors that we have worked with might not be able to locate alternative suppliers of materials of comparable quality at an
acceptable price. For example, natural disasters have in the past increased raw material costs, impacting pricing with certain of our
vendors, and caused shipping delays for certain of our merchandise. Any delays, interruption, damage to or increased costs in the manufacture
of the merchandise we offer could result in higher prices to acquire the merchandise or non-delivery of merchandise altogether, and could
adversely affect our operating results. We are also subject to risks associated with inflation and increasing costs of raw materials,
manufacturing or vendor costs. We are also subject to risks associated with inflation and increasing costs of raw materials, manufacturing
or vendor costs.

 In
addition, we cannot guarantee that future merchandise we receive from vendors will be of sufficient quality or free from damage, or that
such merchandise will not be damaged during shipping, while stored in our distribution center or when returned by customers. While we
take measures to ensure merchandise quality and avoid damage, including evaluating vendor product samples, conducting inventory inspections
and inspecting returned product, we cannot control merchandise while it is out of our possession. We may incur additional expenses and
our reputation could be harmed if members and potential members believe that our merchandise is not of high-quality or may be damaged.

 Increased
competition presents an ongoing threat to the success of our business.

 We
expect competition for our services to increase in the future. We compete with other clothing subscription delivery companies, online
clothing stores and traditional brick and mortar clothing stores. We believe that our ability to compete depends upon many factors both
within and beyond our control, including:

 our
 marketing efforts;

 the
 flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new product initiatives;

 the
 quality and price of products offered by us and our competitors;

 our
 reputation and brand strength relative to our competitors;

 customer
 satisfaction;

 consumer
 tastes and preferences, which change from time to time;

 the
 size and composition of our customer base;

 the
 convenience of the experience that we provide;

 our
 ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business;

 our
 ability to cost-effectively source and distribute the products we offer and to manage our operations, including as a result of changes
 in inflation;

 the
 styling of our products; and

 the
 coordination of items we ship in each box.

 Some
of our current competitors have, and potential competitors may have, longer operating histories, larger or more efficient fulfillment
infrastructures, greater technical capabilities, significantly greater financial, marketing and other resources and larger customer bases
than we do. In addition, business combinations and consolidation in and across the industries in which we compete could further increase
the competition we face and result in competitors with significantly greater resources and customer bases than us. Further, some of our
other current or potential competitors may be smaller, less regulated, and have a greater ability to reposition their product offerings
than we do. These factors may allow our competitors to derive greater sales and profits from their existing customer base, acquire members
and customers at lower costs, respond more quickly than we can to changes in consumer demand and tastes, or otherwise compete with us
effectively, which may adversely affect our business, financial condition and operating results. These competitors may engage in more
extensive research and development efforts, undertake more far-reaching marketing campaigns and adopt more aggressive pricing policies,
which may allow them to build larger customer bases or generate additional sales more effectively than we do.

 Furthermore,
companies with greater resources or more well-known brand names may attempt to compete with us, and as a result, we may lose current
or potential members and customers and may be unable to generate sufficient revenues to support our operations, any one of which could
have a material adverse effect on our ability to grow and our results of operations.

 If
we fail to successfully improve our customer experience, including by continuing to develop new product offerings and enhancing our existing
product offerings, our ability to retain existing members and customers and attract new members and customers, may be materially adversely
affected.

 Our
members and customers have a wide variety of options for purchasing clothes, and consumer tastes and preferences may change from time
to time. Our ability to retain existing members and customers, attract new members and customers and increase customer engagement with
us will depend in part on our ability to successfully improve our customer experience, including by continuing to create and introduce
new product offerings in the future, provided that we not currently purchasing any new products, improving upon and enhancing our existing
product offerings in the future, and strengthening our members' interactions with our brand and products. If new or enhanced product
offerings are unsuccessful, we may be unable to attract or retain members and customers and our operating results could be materially
adversely affected. Furthermore, new or shifting customer demands, tastes or interests, superior competitive offerings or a deterioration
in our product offering quality or our ability to bring new or enhanced product offerings to market quickly and efficiently could negatively
affect the attractiveness of our products and the economics of our business and require us to make substantial changes to and additional
investments in our product offerings or business model.

 Our
business depends on our brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our
control, could materially adversely affect our business.

 We
believe that we have developed a strong and trusted brand, and we believe our future success depends on our ability to maintain and grow
the value of the " kidpik " brand. Maintaining, promoting and positioning our brand and reputation will depend on, among
other factors, the success of our marketing and merchandising efforts and our ability to provide a consistent, high-quality customer
experience. Any negative publicity, regardless of its accuracy, could materially adversely affect our business. Brand value is based
in large part on perceptions of subjective qualities, and any incident that erodes the loyalty of our members and customers or suppliers,
including adverse publicity or a governmental investigation or litigation, could significantly reduce the value of our brand and significantly
damage our business.

 The
value of our brand also depends on effective customer support to provide a high-quality customer experience, which requires significant
personnel expense. If not managed properly, this expense could impact our profitability. Failure to manage or train our own or outsourced
customer support representatives properly, or our inability to hire sufficient customer support representatives could result in lower-quality
customer support and/or increased customer response times, compromising our ability to handle customer complaints effectively.

 Changes
in consumer tastes and preferences or in consumer spending and other economic or financial market conditions could materially adversely
affect our business and our inability to develop and introduce new merchandise offerings in a timely and cost-effective manner may damage
our business, financial condition and operating results.

 The
largest portion of our revenue today comes from the sale of girls' apparel. In the Summer of 2020, we expanded our merchandise
offering to boys and in the Spring of 2021, we introduced Toddler for boys and girls in sizes 2T and 3T. Our operating results may be
materially adversely affected by changes in consumer tastes and preferences. Our future success depends in part on our ability to anticipate
the tastes, shopping habits, trends and lifestyle preferences of consumers and to offer products that appeal to consumer tastes and preferences.
Consumer tastes and preferences may change from time to time and can be affected by a number of different trends and other factors that
are beyond our control. Our competitors may react more efficiently and effectively to these changes than we can. If we fail to anticipate,
identify or react to changes and trends, or to introduce new and improved product offerings on a timely basis, we may experience reduced
demand for our product offerings, which could materially adversely affect our business, financial condition and operating results.

 In
addition, the business of selling clothing products over the internet, and more specifically, selling such products as part of a subscription
model, is dynamic and continues to evolve. Our market segment has grown significantly, and this growth may not continue or may decline,
including specifically with respect to the subscription model portion of the industry. If members and customers cease to find value in
this model or otherwise lose interest in our product offerings or our business model generally, we may not acquire new members and customers
in numbers sufficient to sustain growth in our business or retain existing members and customers at rates consistent with our business
model, our business, financial condition and operating results could be materially adversely affected.

 Furthermore,
preferences and overall economic conditions that impact consumer confidence and spending, including discretionary spending, could have
a material impact on our business. Economic conditions affecting disposable consumer income such as employment levels, business conditions,
slower growth or recession, market volatility and related uncertainty, negative financial news, changes in housing market conditions,
the availability of credit, interest rates, tax rates, new or increased tariffs, fuel and energy costs, the effect of natural disasters
or acts of terrorism, and other matters, including as a result of changing interest rates and inflation and their impact on economic
conditions, could reduce consumer spending or cause consumers to shift their spending to lower-priced alternatives, each of which could
materially adversely affect our business, financial condition and operating results.

 In
addition to an adverse impact on demand for our products, uncertainty about, or a decline in, economic conditions, could have a significant
impact on our suppliers, logistics providers and other business partners, including resulting in financial instability, inability to
obtain credit to finance operations and insolvency. Our vendors and their manufacturing and assembly activities are located outside the
United States, and as a result our operations and performance depend on both global and regional economic conditions. These and other
economic factors could materially adversely affect our business, financial condition and operating results.

 Changes
in clothing and footwear costs and availability could materially adversely affect our business.

 The
future success of our business depends in part on our ability to anticipate and react to changes in clothing and footwear costs and availability.
We are susceptible to increases in clothing costs as a result of factors beyond our control, such as general economic conditions, market
changes, increased competition, general risk of inflation, exchange rate fluctuations, seasonal fluctuations, shortages or interruptions,
weather conditions, changes in global climates, shipping delays, global demand, public health crises, such as pandemics and epidemics,
generalized infectious diseases, changes in law or policy, declines in fertile or arable lands suitable for growing textiles, the availability
of synthetic fabrics, product recalls and government regulations. For example, future pandemic or diseases or climate change on the availability
of natural or man-made fabrics and other clothing or footwear materials could materially and adversely affect our business, financial
condition and operating results. We generally do not have long-term supply contracts or guaranteed purchase commitments with our suppliers.
Additionally, inflation, which has recently been higher than it had in the past several decades, can have both a short-term and a long-term
impact on us because of increasing costs of materials, shipping and labor, which may impact our ability to maintain satisfactory margins.
We have experienced increases in our product manufacturing costs and other expenses due to inflation. Increases in inflation may not
be matched by rises in income, which also could have a negative impact on spending by our customers.

 We
may be unable to scale our operations fast enough to bring down our cost of sales and generate revenues sufficient to support our operations.

 We
believe that in general, the faster we are able to scale up our operations, the lower our cost of sales, as a percentage of revenue,
will be, as we believe that certain economics of scale exist with our operations. If we are unable to grow our business fast enough to
take advantage of these economies of scale, our operations may suffer, and we may not be profitable.

 Our
acquisition, sales and shipping operations require us to manage and communicate with vendors, partners and third parties all over the
world.

 Our
operations require us to keep in contact with, and communicate with, vendors, partners and third parties all over the world. Our failure
to effectively communicate which such parties, either due to issues with connectivity, communication issues, or changes in time zones,
among others, could have a material adverse effect on our ability to complete our business plan, expand our operations, manage our sales
and growth, and meet customer needs. As a result, such failure could have a material adverse effect on our operations, revenues and future
growth.

 Disruptions
in our warehouse operations could adversely affect sales and customer satisfaction.

 We
currently receive, package and ship merchandise at our warehouse located in Southern California. We depend on the orderly operation of
our warehouse, and will in the future depend on additional warehouses, to distribute our products. Although we believe that our receiving
and distribution process is efficient, unforeseen disruptions in operations due to fires, hurricanes, earthquakes or other catastrophic
events, labor issues or other shipping problems may result in delays in the delivery of products to our warehouse(s), delays in shipping
products to members and customers, or delays in such members and customers receiving products on a timely basis, which could adversely
affect sales and the satisfaction of our members and customers. Separately, if we are unable to adequately staff our warehouse(s) or
if the cost of such staffing is higher than historical or projected costs, our margins may be negatively affected. In addition, warehousing
comes with potential risks, such as workplace safety issues and employment claims for the failure or alleged failure to comply with labor
laws or laws respecting union organizing activities. Any such issues may result in delays in shipping times or packing quality, and our
reputation and operating results may be harmed.

 We
are planning on relocating our warehouse location from California to Texas, before end of April 2024.

 We
face risks associated with product returns and the costs of such returns which could reduce our net revenues and results of operations.

 Our
members and customers are able to return products which we ship to them for free. If we do not do a good job anticipating the upcoming
trends or ship items to members that do not fit their style and receive a higher return rate than expected, we could lose money on shipping
costs and could have to find ways to unload excess inventory at prices below those anticipated. Although we maintain a reserve for returns,
we could be forced to accept substantial product returns beyond such reserve in the future, which would be costly, not just due to the
excess inventory that would create, but because we have to pay the costs of shipping and returns. Product returns that exceed our reserves
could harm our business and financial results. From time to time our products are damaged in transit, which can increase return rates
and harm our brand.

 We
rely upon independent third-party transportation providers for substantially all of our product shipments and are subject to increased
shipping costs as well as the potential inability of our third-party transportation providers to deliver on a timely basis.

 We
currently rely upon independent third-party transportation providers for substantially all of our product shipments, including shipments
to and from all of members and customers, and currently rely on FedEx SmartPost shipping in connection with U.S. Postal Service for substantially
all of our shipping needs.

 Our utilization of these
delivery services (and more specifically, FedEx via the U.S. Post Office) for shipments is subject to risks which may impact a shipping
company's ability to provide delivery services that adequately meet our shipping needs, including risks related to employee strikes,
labor and capacity constraints, port security considerations, trade policy changes or restrictions, military conflicts, acts of terrorism,
accidents, natural disasters and inclement weather.

 Our
gross margins could be adversely affected if we are unable to manage our inventory effectively.

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. The nature of the apparel
and footwear industry requires us to carry a significant amount of inventory. Merchandise usually must be ordered well in advance of
the season and frequently before apparel trends are confirmed by customer purchases. We may enter into contracts for the purchase and
manufacture of merchandise well in advance of the applicable selling season. As a result, we are vulnerable to demand and pricing shifts
and to sub-optimal selection and timing of merchandise purchases. If sales do not meet expectations (for example, due to decreased demand
due to deteriorating economic conditions or recessions), too much inventory may cause excessive markdowns and, therefore, lower-than-planned
margins. We have not always predicted member's and customers' preferences with accuracy and may have issues predicting preferences
in the future. Our failure to accurately predict market trends and manage our inventory may require us to write-down future inventory
or sell such inventory at a loss.

 The
Company is exposed to the risk of write-downs on the value of its inventory and other assets.

 The
Company records a write-down for product inventories that have become obsolete or exceed anticipated demand, or for which cost exceeds
net realizable value. The Company reviews long-lived assets and inventory for impairment whenever events or circumstances indicate the
assets may not be recoverable. If the Company determines that an impairment has occurred, it records a write-down equal to the amount
by which the carrying value of the asset exceeds its fair value. In 2023, the Company affected a one-time inventory write-down adjustment
of approximately $2.9 million, related to the Company's plan to sell-off inventory below cost. In the future, the Company may incur
additional write-downs, fees, impairments and other charges, and such impairments may be material and may materially adversely affect
the Company's cash flows, results of operations and working capital.

 Our
ability to source our merchandise could be negatively impacted if new trade restrictions are imposed or existing trade restrictions become
more burdensome.

 As
discussed above, we are not currently manufacturing any new products as we work to clear our current inventory. However, the United States
and China and Turkey, where our products have historically been manufactured, may impose additional quotas, duties, tariffs, or other
restrictions or regulations, or may adversely adjust prevailing quota, duty, or tariff levels. These restrictions or regulations could
have an adverse effect on our financial statements for the period or periods for which the applicable final determinations are made.
Countries impose, modify, and remove tariffs and other trade restrictions in response to a diverse array of factors, including global
and national economic and political conditions, which make it impossible for us to predict future developments regarding tariffs and
other trade restrictions. Trade restrictions, including tariffs, quotas, embargoes, safeguards, and customs restrictions, could increase
the cost or reduce the supply of products available to us or may require us to modify our future supply chain organization or other business
practices, any of which could harm our business, financial condition, and results of operations. We are dependent on international trade
agreements and regulations. If the United States were to withdraw from or materially modify certain international trade agreements, our
business could be adversely affected.

 In
recent years, the U.S. government has imposed increased
tariffs on certain imports from China. Additional tariffs may be imposed on other imports from China in the future, including on items
that we import. While it is too early to predict how the recently enacted and proposed tariffs on items imported from China will impact
our business, such tariffs could require us to increase prices, which could reduce the competitiveness of our products or, if we do not
increase prices, result in lower gross margin on products sold. In either case, increased tariffs or trade restrictions implemented by
the United States or other countries in connection with a global trade war could have a material adverse effect on our business, financial
condition and results of operations.

 Our
business is highly dependent upon our ability to identify and respond to new and changing fashion trends, customer preferences, and other
related factors. Our inability to identify and respond to these new trends may lead to inventory markdowns and write-offs, which could
adversely affect us and our brand image.

 Our
success depends in large part upon our ability to effectively identify and respond to changing fashion trends and consumer demands and
to translate market trends into desired product offerings. Our failure to identify and react appropriately to new and changing fashion
trends or tastes, to accurately forecast demand for certain product offerings, could lead to, among other things, excess or insufficient
amounts of inventory, markdowns, write-offs, and lower product margins, any of which could materially adversely affect our business.
Because our success depends significantly on our brand image, damage to our brand image as a result of our failure to identify and respond
to changing fashion trends could have a material negative impact on us. We often place orders for products ahead of when the product
will be sold. Therefore, we are vulnerable to changes in consumer preference and demand, and pricing shifts, between the time we design
and order our products and when the merchandise will be sold. There can be no assurance that we will be able to adequately and timely
respond to the preferences of our members and customers. The failure of any of our product offerings to appeal to our members and customers
could have a material adverse effect on our business, results of operations, and financial condition.

 Our
business is sensitive to overall levels of consumer spending, particularly in the children's apparel market.

 Both
retail and wholesale consumer demand for children apparel and accessories, is affected by the overall level of consumer spending. Overall
spending in the market is affected by a number of factors, including birth rate fluctuations and general economic conditions. In addition,
discretionary consumer spending is affected by a number of factors, such as the weather, the overall economy and employment levels, stock
market returns, inflation, interest rates, uncertainty in the political climate, gasoline and utility costs, business conditions, availability
of consumer credit, tax rates, the availability of tax credits, interest rates, levels of consumer indebtedness, foreign currency exchange
rates, and overall levels of consumer confidence. Reductions, or lower-than-expected growth, in the level of discretionary or overall
end consumer spending may have a material adverse effect on our sales and results of operations. Furthermore, any increases in consumer
discretionary spending during times of crisis may be temporary, such as those related to government stimulus programs. Economic conditions
in certain regions may also be affected by natural disasters, such as hurricanes, tropical storms, earthquakes, and wildfires; other
public health crises; and other major unforeseen events. These and other social, political and economic factors could adversely affect
demand for our products, which would negatively impact our business, results of operations and financial condition. Furthermore, economic
conditions in certain regions may also be affected by natural disasters, such as hurricanes, tropical storms, earthquakes, and wildfires;
public health crises; and other major unforeseen events.

 We
may be unable to maintain a high level of engagement with our members and customers and increase their spending with us, which could
harm our business, financial condition, or operating results.

 Most
of our revenue comes from repeat purchases by active members and subscribers. If existing members and customers no longer find our service
and products appealing or appropriately priced, they may make fewer purchases and may stop using our service. Even if our existing members
and customers continue to find our service and products appealing, they may decide to reduce the frequency of shipments and purchase
fewer products over time as their demand for new apparel declines. A decrease in the number of members and customers, a decrease in customer
spending on the products we offer, or our inability to attract high-quality members and customers could negatively affect our operating
results. Further, we believe that our future success will depend in part on our ability to increase sales to our existing members and
customers over time and, if we are unable to do so, our business may suffer.

 Our
ability to grow our operations and revenues depends on our ability to attract new members and customers.

 Our
ability to grow our operations and revenues depends on our ability to cost-effectively attract new members and customers. To do that,
we must appeal to and acquire members and customers who have historically used other means to purchase children's apparel, shoes,
and accessories, such as traditional brick-and-mortar apparel retailers or the websites of our competitors. We also face competition
for members and customers from other retailers who offer or plan to offer similar services as ours. We reach new members and customers
through paid marketing, referral programs, organic word of mouth, email, and other methods of discovery, such as mentions in the press
or internet search engine results. Although we expect to increase marketing spend over time, our marketing activity and spend may vary
from period to period and we may adjust our marketing strategy or spend within a period if we are not achieving the intended results
or if we believe the return-on-investment is not favorable, which may result in faster or slower rates of active client growth in any
given period. Moreover, new members and customers may not purchase from us as frequently or spend as much with us as existing members
and customers, and the revenue generated from new members and customers may not be as high as the revenue generated from our existing
members and customers.

 We
have historically been significantly reliant on related party relationships and loans.

 Prior
to our IPO, our operating expenses were significantly supplemented by related party loans and equity purchases from Ezra Dabah, our
Chief Executive Officer and Chairman and his family, all of which have since been converted into equity or repaid. We also sublease
our corporate office and our California fulfillment center from Nina Footwear Corp., which Mr. Ezra Dabah and his children own
approximately 79.3% of, and Mr. Dabah and his extended family own 100% of, including Moshe Dabah, our Vice President, Chief
Operating Officer and Chief Technology Officer, and Secretary, and which entity Mr. Ezra Dabah serves as Chief Executive Officer and
member of the Board of Directors of Nina Footwear. Nina Footwear also provides us
administrative and executive support services under a Management Services Agreement in consideration for 0.75% of our monthly net
sales. For the years ended December 30, 2023 and December 31, 2022, the total fees payable to Nina Footwear pursuant to the
Management Services Agreement were $98,055 and $110,836, respectively, and are included in general and administrative expenses. In
the event the sublease agreements are terminated, we may not be able to find comparable office and fulfillment center arrangements
and/or the costs of such arrangements may be significantly higher than those charged by Nina Footwear. Furthermore, we may be unable
to support our operations if Ezra Dabah and his family members stop loaning us money. As of December 30, 2023 and December 31, 2022,
there was $1,868,411 and $1,107,665 due to Nina Footwear, respectively. Additionally, in the event the Management Services Agreement
was terminated, our costs may increase, and we may be unable to cost effectively obtain the services currently provided by Nina
Footwear. While we believe that all related party agreements are on terms similar to, or more favorable to, the Company than we
would obtain from third parties, such significant related party relationships may be perceived negatively by potential stockholders
or investors. Our significant related party relationships and transactions, the terms of such relationships and transactions, and/or
the termination of any such relationships or transactions, may have a material adverse effect on our results of operations moving
forward.

 The
ability of certain key employees to devote adequate time to us is critical to the success of our business, and failure to do so may adversely
affect our revenues and as a result could materially adversely affect our business, financial condition and results of operations.

 We
must retain the services of our key employees and strategically recruit and hire new talented employees to obtain customer
transactions that generate most of our revenues. Mr. Ezra Dabah also serves as the Chief Executive Officer and director of our
Company since April 2015 (and Chairman since October 2021). Ezra Dabah also serves as the Chief Executive Officer and member of the
Board of Directors of Nina Footwear, a wholesaler of women's and kids' shoes and accessories (a position he has held
since 2012). Mr. Moshe Dabah is currently Chief Operating Officer and Chief Technology Officer of the Company and has served as Vice
President of the Company since July 2019. Since January 2021, Moshe Dabah has served as the Secretary of Nina Footwear. Mr. Dabah
and his children own approximately 79.3% of Nina Footwear, and Mr. Dabah and his extended family own 100% of Nina Footwear. Ezra Dabah spends approximately
50% of his time on Company matters and approximately 50% of his time as Chief Executive Officer and director of Nina Footwear and
Moshe Dabah spends approximately 75% of his time on Company matters and approximately 25% of his time as the Secretary of Nina
Footwear. As a result, these key employees dedicate only a portion of their professional efforts to our business and operations, and
there is no contractual obligation for them to spend a specific amount of their time with us. These key employees may not be able to
dedicate adequate time to our business and operations and we could experience an adverse effect on our operations due to the demands
placed on our management team by their other professional obligations. In addition, these key employees' other
responsibilities could cause conflicts of interest with us.

 Risks
Relating to Data and Information Systems

 Disruptions
in our data and information systems could harm our reputation and our ability to run our business.

 We
rely extensively on data and information systems for our supply chain, order processing algorithm, fulfillment operations, financial
reporting, human resources and various other operations, processes and transactions. Furthermore, a significant portion of the communications
between, and storage of personal data of, our personnel, members, customers and suppliers depend on information technology. Our data
and information systems are subject to damage or interruption from power outages, computer and telecommunications failures, computer
viruses, security breaches (including breaches of our transaction processing or other systems that could result in the compromise of
confidential customer data), catastrophic events, data breaches and usage errors by our employees or third-party service providers. Our
data and information technology systems may also fail to perform as we anticipate, and we may encounter difficulties in adapting these
systems to changing technologies or expanding them to meet the future needs of our business. If our systems are breached again, damaged
or cease to function properly, we may have to make significant investments to fix or replace them, suffer interruptions in our operations,
incur liability to our members, customers and others or face costly litigation, and our reputation with our members and customers may
be harmed. We also rely on third parties for a majority of our data and information systems, including for third-party hosting and payment
processing. If these facilities fail, or if they suffer a security breach or interruption or degradation of service, a significant amount
of our data could be lost or compromised and our ability to operate our business and deliver our product offerings could be materially
impaired. In addition, various third parties, such as our suppliers and payment processors, also rely heavily on information technology
systems, and any failure of these systems could also cause loss of sales, transactional or other data and significant interruptions to
our business. Any material interruption in the data and information technology systems we rely on, including the data or information
technology systems of third parties, could materially adversely affect our business, financial condition and operating results.

 Our
business has in the past been, and may in the future be, subject to data security risks, including security breaches.

 We,
or our third-party vendors on our behalf, collect, process, store and transmit substantial amounts of information, including information
about our members and customers. We take steps to protect the security and integrity of the information we collect, process, store or
transmit, but there is no guarantee that inadvertent or unauthorized use or disclosure will not occur or that third parties will not
gain unauthorized access to this information despite such efforts. Security breaches, computer malware, computer hacking attacks and
other compromises of information security measures have become more prevalent in the business world and may occur on our systems or those
of our vendors in the future. We were subject to a ransomware attack in July 2020. The attack was exacted on equipment located at our
executive offices located at 200 Park Avenue South, New York, New York 10003. The attackers gained access to the network via virtual
private network (VPN) and proceeded to encrypt local desktop computers and servers connected to that domain. There was no exposure of
our customer database or primary system servers which host our website in the attack, as they are not located at our corporate offices.
By the following day, the threat had been mitigated and office systems were decrypted a few days later. Large internet companies and
websites have from time to time disclosed sophisticated and targeted attacks on portions of their websites, and an increasing number
have reported such attacks resulting in breaches of their information security. We and our third-party vendors are at risk of suffering
from similar attacks and breaches (similar to the July 2020 breach described above). Although we take steps to maintain confidential
and proprietary information on our information systems, these measures and technology may not adequately prevent security breaches and
we rely on our third-party vendors to take appropriate measures to protect the security and integrity of the information on those information
systems. Because techniques used to obtain unauthorized access to or to sabotage information systems change frequently and may not be
known until launched against us, we may be unable to anticipate or prevent these attacks. In addition, a party who is able to illicitly
obtain a customer's identification and password credentials may be able to access the customer's account and certain account
data.

 Any
actual (similar to the attack described above) or suspected security breach or other compromise of our security measures or those of
our third-party vendors, whether as a result of hacking efforts, denial-of-service attacks, viruses, malicious software, break-ins, phishing
attacks, social engineering or otherwise, could harm our reputation and business, damage our brand and make it harder to retain existing
members and customers or acquire new ones, require us to expend significant capital and other resources to address the breach, and result
in a violation of applicable laws, regulations or other legal obligations. Our insurance policies may not cover, or may not be adequate
to reimburse us for, losses caused by any such security breach.

 We
rely on email and other messaging services to connect with our existing and potential members and customers. Our members and customers
may be targeted by parties using fraudulent spoofing and phishing emails to misappropriate passwords, payment information or other personal
information or to introduce viruses through Trojan horse programs or otherwise through our members' and customers' computers,
smartphones, tablets or other devices. Despite our efforts to mitigate the effectiveness of such malicious email campaigns through product
improvements, spoofing and phishing may damage our brand and increase our costs. Any of these events or circumstances could materially
adversely affect our business, financial condition and operating results.

 Our
websites have in the past encountered, and may in the future encounter, technical problems and service interruptions.

 Our
websites have in the past encountered, and may in the future experience, slower response times or interruptions as a result of increased
traffic or other reasons. These delays and interruptions resulting from failure to maintain internet service connections to our site
have in the past and may in the future frustrate visitors and reduce our future web site traffic, which could have a material adverse
effect on our business.

 Our
business is exposed to risks associated with credit card and other online payment chargebacks and fraud.

 A
majority of our revenue is processed through credit cards and other online payments (including PayPal). If our refunds or chargebacks
increase, our processors could require us to create reserves, increase fees or terminate their contracts with us, which would have an
adverse effect on our financial condition. Our failure to limit fraudulent transactions conducted on our websites, such as through the
use of stolen credit card numbers, could also subject us to liability and adversely impact our reputation. Under credit card association
rules, penalties may be imposed at the discretion of the association for inadequate fraud protection. Any such potential penalties would
be imposed on our credit card processor by the association. However, we face the risk that we may fail to maintain an adequate level
of fraud protection and that one or more credit card associations or other processors may, at any time, assess penalties against us or
terminate our ability to accept credit card payments or other form of online payments from members and customers, which would have a
material adverse effect on our business, financial condition and operating results.

 We
could also incur significant fines or lose our ability to give members and customers the option of using credit cards to pay for our
products if we fail to follow payment card industry data security standards, even if there is no compromise of customer information.
Although we believe we are in compliance with payment card industry data security standards and do not believe there has been a compromise
of customer information, it is possible that at times we have not, or may not be, in full compliance with these standards. Accordingly,
we could be fined, which could impact our financial condition, or our ability to accept credit and debit cards as payment could be suspended,
which would cause us to be unable to process payments using credit cards. If we are unable to accept credit card payments, our business,
financial condition and operating results may be adversely affected.

 In
addition, we could be liable if there is a breach of the payment information. Online commerce and communications depend on the secure
transmission of confidential information over public networks. We rely on encryption and authentication technology to authenticate and
secure the transmission of confidential information, including cardholder information. However, this technology may not prevent breaches
of the systems we use to protect cardholder information. In addition, some of our partners also collect or possess information about
our members and customers, and we may be subject to litigation or our reputation may be harmed if our partners fail to protect our members'
and customers' information or if they use it in a manner inconsistent with our policies and practices. Data breaches can also occur
as a result of non-technical issues. Under our contracts with our processors, if there is unauthorized access to, or disclosure of, credit
card information we store, we could be liable to the credit card issuing banks for their cost of issuing new cards and related expenses.

 There
may be losses or unauthorized access to or releases of confidential information, including personally identifiable information, that
could subject the Company to significant reputational, financial, legal and operational consequences.

 The
Company's business requires it to use, transmit and store confidential information including, among other things, personally identifiable
information (" PII ") with respect to the Company's members, customers and employees. The Company devotes significant
resources to network and data security, including through the use of encryption and other security measures intended to protect its systems
and data. But these measures cannot provide absolute security, and losses or unauthorized access to or releases of confidential information
could occur and could materially adversely affect the Company's reputation, financial condition and operating results. The Company's
business also requires it to share confidential information with third parties. Although the Company takes steps to secure confidential
information that is provided to third parties, such measures are not always effective and losses or unauthorized access to or releases
of confidential information occur and could materially adversely affect the Company's reputation, financial condition and operating
results.

 For
example, the Company may experience a security breach impacting the Company's information technology systems that compromises the
confidentiality, integrity or availability of confidential information. Such an incident could, among other things, impair the Company's
ability to attract and retain members and customers for its products and services, impact the Company's stock price, materially
damage supplier relationships, and expose the Company to litigation or government investigations, which could result in penalties, fines
or judgments against the Company.

 Under
payment card rules and obligations, if cardholder information is potentially compromised, the Company could be liable for associated
investigatory expenses and could also incur significant fees or fines if the Company fails to follow payment card industry data security
standards. The Company could also experience a significant increase in payment card transaction costs or lose the ability to process
payment cards if it fails to follow payment card industry data security standards, which would materially adversely affect the Company's
reputation, financial condition and operating results.

 Risks
Related to Government Regulation

 Our
business is subject to a wide variety of U.S. and foreign government laws and regulations. These laws and regulations, as well as any
new or changed laws or regulations, could disrupt our operations or increase our compliance costs. Failure to comply with such laws and
regulations could have a further adverse impact on our business.

 We
are subject to a wide variety of laws and regulations relating to the markets in which we operate or to various aspects of our business.
Laws and regulations at the foreign, federal, state and local levels frequently change, and we cannot always reasonably predict the impact
from, or the ultimate cost of compliance with, future regulatory or administrative changes. Changes in law, the imposition of new or
additional regulations or the enactment of any new or more stringent legislation that impacts employment and labor, trade, advertising
and marketing practices, pricing, consumer credit offerings, product testing and safety, transportation and logistics, health care, tax,
accounting, privacy and data security, health and safety, financial crimes and sanctions or environmental issues, among others, could
require us to change the way we do business and could have a material adverse impact on our sales, profitability, cash flows and financial
condition. Moreover, our production, marketing, advertising and other business practices could become the subject of proceedings before
regulatory authorities or the subject of claims by other parties that could require us to alter or end those practices or adopt new practices
that are not as effective or are more expensive.

 In
addition, our operations are subject to federal, state, provincial and local laws and regulations relating to pollution, environmental
protection, occupational health and safety and labor and employee relations. New or different laws or regulations could increase direct
compliance costs for us or may cause our vendors to raise the prices they charge us because of increased compliance costs. Further, the
adoption of a multi-layered regulatory approach to any one of the state or federal laws or regulations to which we are currently subject,
particularly where the layers are in conflict, could require alteration of our processes which may adversely impact our business. We
may not be in complete compliance with all such requirements at all times and, even when we believe that we are in complete compliance,
a regulatory agency may determine that we are not. Our operations could also be impacted by a number of pending legislative and regulatory
proposals in the United States and other countries to address global climate change. These actions could increase costs associated with
our operations, including costs for raw materials, pollution control equipment and transportation. Because it is uncertain what laws
will be enacted, we cannot predict the potential impact of such laws on our business, financial condition, and results of operations.
Additionally, our operations and those of our suppliers are subject to foreign exchange, tariff, environmental, tax and regulatory compliance
risks, among others, which could have a material adverse effect on our business, financial condition, and results of operations.

 As
a distributor of consumer products, we are subject to the Consumer Products Safety Act, which empowers the Consumer Products Safety Commission
(CPSC) to exclude from the market products that are found to be unsafe or hazardous. We are also subject to the Consumer Product Safety
Improvement Act, which requires that children's products: (a) comply with all applicable children's product safety rules;
(b) be tested for compliance by a CPSC-accepted accredited laboratory, unless subject to an exception; (c) have a written Children's
Product Certificate that provides evidence of the product's compliance; and (d) have permanent tracking information affixed to
the product and its packaging where practicable. Under certain circumstances, the Consumer Products Safety Commission could require us
to repurchase or recall one or more of our products. In addition, laws regulating certain consumer products exist in some cities and
states in which we sell our products, and more restrictive laws and regulations may be adopted in the future. Any repurchase or recall
of our products could be costly to us and could damage our reputation. If we were required to remove, or we voluntarily removed, our
products from the market, our reputation could be tarnished and we could have large quantities of products that we are unable to sell.

 Several
states currently have laws in effect that are similar to, and, in certain cases, more restrictive than, these federal laws. Compliance
with all of these regulations is costly and time-consuming. Inadvertent violation of any of these regulations could cause us to incur
fines and penalties and may also lead to restrictions on our ability to manufacture and sell our products and services and to import
or export the products we sell. All of which could have a negative effect on revenues or gross profit.

 Government
regulation of the internet and e-commerce is evolving, and unfavorable changes or failure by us to comply with these regulations could
substantially harm our business and results of operations.

 We
are subject to general business regulations and laws as well as regulations and laws specifically governing the internet and e-commerce.
Existing and future regulations and laws could impede the growth of the internet, e-commerce or mobile commerce. These regulations and
laws may involve taxes, tariffs, privacy and data security, anti-spam, content protection, electronic contracts and communications, consumer
protection and internet neutrality. It is not clear how existing laws governing issues such as property ownership, sales and other taxes,
and consumer privacy apply to the internet as the vast majority of these laws were adopted prior to the advent of the internet and do
not contemplate or address the unique issues raised by the internet or e-commerce. It is possible that general business regulations and
laws, or those specifically governing the internet or e-commerce, may be interpreted and applied in a manner that is inconsistent from
one jurisdiction to another and may conflict with other rules or our practices. We cannot be sure that our practices have complied, comply
or will comply fully with all such laws and regulations. Any failure, or perceived failure, by us to comply with any of these laws or
regulations could result in damage to our reputation, a loss in business and proceedings, or actions against us by governmental entities
or others. Any such proceeding or action could hurt our reputation, force us to spend significant amounts in defense of these proceedings,
distract our management, increase our costs of doing business, decrease the use of our sites by members, customers and suppliers and
may result in the imposition of monetary liability. We may also be contractually liable to indemnify and hold harmless third parties
from the costs or consequences of non-compliance with any such laws or regulations. In addition, it is possible that governments of one
or more countries may seek to censor content available on our websites or may even attempt to completely block access to our websites.
Adverse legal or regulatory developments could substantially harm our business. In particular, in the event that we are restricted, in
whole or in part, from operating in one or more countries, our ability to retain or increase our customer base may be adversely affected,
and we may not be able to maintain or grow our net revenue and expand our business as anticipated.

 Failure
to comply with federal, state and foreign laws and regulations relating to privacy, data protection and consumer protection, or the expansion
of current or the enactment of new laws or regulations relating to privacy, data protection and consumer protection, could adversely
affect our business and our financial condition.

 A
variety of federal, state and foreign laws and regulations govern the collection, use, retention, sharing and security of consumer data.
Laws and regulations relating to privacy, data protection and consumer protection are evolving and subject to potentially differing interpretations.
These requirements may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another or may conflict with
other rules or our practices. As a result, our practices may not have complied or may not comply in the future with all such laws, regulations,
requirements and obligations. Any failure, or perceived failure, by us to comply with any federal, state or foreign privacy or consumer
protection-related laws, regulations, industry self-regulatory principles, industry standards or codes of conduct, regulatory guidance,
orders to which we may be subject or other legal obligations relating to privacy or consumer protection could adversely affect our reputation,
brand and business, and may result in claims, investigations, proceedings or actions against us by governmental entities or others or
other liabilities or require us to change our operations.

 We
collect, store, process, and use personal information and other customer data, and we rely on third parties that are not directly under
our control to manage certain of these operations and to collect, store, process and use payment information. Our members' and
customers' personal information may include names, addresses, phone numbers, email addresses, payment card data, and payment account
information, as well as other information. Due to the volume and sensitivity of the personal information and data we and these third
parties manage, the security features of our information systems are critical. If our security measures, some of which are managed by
third parties, are breached or fail, unauthorized persons may be able to access sensitive customer data, including payment card data.
As discussed above, our network has previously been breached by hackers via a virtual private network (VPN) and while they encrypted
certain local desktop computers and servers connected to that domain, there was no exposure of our customer database or primary system
servers which host our website in the attack. If we or our independent service providers or business partners experience a breach of
systems that collect, store or process our members' and customers' sensitive data, our brand could be harmed, sales of our
products could decrease, and we could be exposed to claims, losses, administrative fines, litigation or regulatory and governmental investigations
and proceedings. Any such claim, investigation, proceeding or action could hurt our reputation, brand and business, force us to incur
significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss
of members, customers and suppliers and may result in the imposition of monetary penalties and administrative fines. Depending on the
nature of the information compromised, we may also have obligations to notify users, law enforcement, or payment companies about the
incident and may need to provide some form of remedy, such as refunds, for the individuals affected by the incident.

 Privacy
laws, rules, and regulations are constantly evolving in the United States and abroad and may be inconsistent from one jurisdiction to
another. We expect that new industry standards, laws and regulations will continue to be proposed regarding privacy, data protection
and information security in many jurisdictions, including the California Consumer Privacy Act of 2018, which went effective January 1,
2020, the California Consumer Privacy Rights Act, which goes effective on January 1, 2023, the Colorado Privacy Act, which goes effective
on July 1, 2023 and the Virginia Consumer Data Protection Act, which went effective on January 1, 2023, and others. We cannot yet determine
the impact such future laws, regulations and standards may have on our business. Complying with these evolving obligations is costly.
For instance, expanding definitions and interpretations of what constitutes " personal data " (or the equivalent) within
the United States and elsewhere may increase our compliance costs. Any failure to comply could give rise to unwanted media attention
and other negative publicity, damage our customer and consumer relationships and reputation, and result in lost sales, claims, administrative
fines, lawsuits or regulatory and governmental investigations and proceedings and may harm our business and results of operations.

 Outside
of the United States, there are many countries with data protection laws, and new countries are adopting data protection legislation
with increasing frequency. Many of these laws may require consent from members and customers for the use of data for various purposes,
including marketing, which may reduce our ability to market our products. There is no harmonized approach to these laws and regulations
globally. Consequently, we will increase our risk of non-compliance with applicable foreign data protection laws and regulations if we
expand internationally. We may need to change and limit the way we use personal information in operating our business and may have difficulty
maintaining a single operating model that is compliant. Compliance with such laws and regulations will result in additional costs and
may necessitate changes to our business practices and divergent operating models, limit the effectiveness of our marketing activities,
adversely affect our business and financial condition, and subject us to additional liabilities.

 In
addition, various federal, state and foreign legislative and regulatory bodies, or self-regulatory organizations, may expand current
laws or regulations, enact new laws or regulations or issue revised rules or guidance regarding privacy, data protection and consumer
protection. Further regulation and interpretation of existing regulation of cookies and similar technologies may lead to broader restrictions
on our marketing and personalization activities and may negatively impact our efforts to understand users' internet usage, as well
as the effectiveness of our marketing and our business generally. Such regulations may have a negative effect on businesses, including
ours, that collect and use online usage information for consumer acquisition and marketing, it may increase the cost of operating a business
that collects or uses such information and undertakes online marketing, it may also increase regulatory scrutiny and increase potential
civil liability under data protection or consumer protection laws. Any such changes may force us to incur substantial costs or require
us to change our business practices. This could compromise our ability to pursue our growth strategy effectively and may adversely affect
our ability to acquire members and customers or otherwise harm our business, financial condition, and operating results.

 We
may experience fluctuations in our tax obligations and effective tax rate, which could adversely affect our business, results of operations,
and financial condition.

 We
are subject to taxes in every jurisdiction in which we operate. We record tax expense based on current tax liabilities and our estimates
of future tax liabilities, which may include reserves for estimates of probable settlements of tax audits. At any one-time, multiple
tax years are subject to audit by various taxing jurisdictions. The results of these audits and negotiations with taxing authorities
may affect the ultimate settlement of these issues. Further, our effective tax rate in a given financial statement period may be materially
impacted by changes in tax laws, changes in the mix and level of earnings by taxing jurisdictions, or changes to existing accounting
rules or regulations. Fluctuations in our tax obligations and effective tax rate could adversely affect our business, results of operations,
and financial condition.

 Our
failure to collect state or local sales, use or other similar taxes could result in substantial tax liabilities, including for past sales,
as well as penalties and interest, and our business could be materially adversely affected.

 On
June 21, 2018, the U.S. Supreme Court decided, in South Dakota v. Wayfair, Inc., that state and local jurisdictions may, at least
in certain circumstances, enforce a sales and use tax collection obligation on remote vendors that have no physical presence in such
jurisdiction. As a result, all states require sales and use tax collection by remote vendors and/or by online marketplaces. The details
and effective dates of these collection requirements vary from state to state. It is possible that one or more jurisdictions may assert
that we have liability for periods for which we have not collected sales, use or other similar taxes, and if such an assertion or assertions
were successful it could result in substantial tax liabilities, including for past sales as well as penalties and interest, which could
materially adversely affect our business, financial condition and operating results.

 Our
historical reliance on overseas manufacturing, including vendors located in jurisdictions presenting an increased risk of bribery and
corruption, exposes us to legal, reputational and supply chain risk through the potential for violations of federal and international
anti-corruption law.

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. However, we have historically
derived our merchandise from third-party manufacturing in foreign countries and territories, including countries and territories perceived
to carry an increased risk of corrupt business practices. The U.S. Foreign Corrupt Practices Act, or the FCPA, prohibits U.S. corporations
and their representatives from offering, promising, authorizing or making payments to any foreign government official, government staff
member, political party or political candidate in an attempt to obtain or retain business abroad. Likewise, the SEC, the U.S. Department
of Justice, OFAC, the U.S. Department of State, as well as other foreign regulatory authorities continue to enforce economic and trade
regulations and anti-corruption laws across industries. U.S. trade sanctions relate to transactions with designated foreign countries
and territories as well as specially targeted individuals and entities that are identified on U.S. and other government blacklists, and
those owned by them or those acting on their behalf. Notwithstanding our efforts to conduct our operations in material compliance with
these regulations, our international vendors could be determined to be our "representatives" under the FCPA, which could
expose us to potential liability for the actions of these vendors under the FCPA. If we or our vendors were determined to have violated
OFAC regulations, the FCPA, the U.K. Bribery Act of 2010, or any of the anti-corruption and anti-bribery laws in the countries and territories
where we and our vendors do business, we could suffer severe fines and penalties, profit disgorgement, injunctions on future conduct,
securities litigation, bans on transacting certain business, and other consequences that may have a material adverse effect on our business,
financial condition and results of operations. In addition, the costs we may incur in defending against any anti-corruption investigations
stemming from our or our vendors' actions could be significant. Moreover, any actual or alleged corruption in our supply chain
could carry significant reputational harms, including negative publicity, loss of good will, and decline in share price.

 We
incur significant costs to ensure compliance with U.S. and Nasdaq reporting and corporate governance requirements.

 We
incur significant costs associated with our public company reporting requirements and with applicable U.S. and Nasdaq corporate governance
requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC and Nasdaq. We expect
all of these applicable rules and regulations to significantly increase our legal and financial compliance costs compared to prior periods
before our IPO and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations
may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept
reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be
more difficult for us to attract and retain qualified individuals to serve on our Board of Directors or as executive officers.

 Risks
Related to Management and Directors

 Ezra
Dabah, our Chief Executive Officer and member of our Board of Directors, exercises majority voting control over us, which limits your
ability to influence corporate matters and could delay or prevent a change in corporate control.

 Ezra
Dabah, our Chief Executive Officer and Chairman, our principal stockholder, currently controls approximately 66.6% of the voting power
of our capital stock. As a result, Mr. Dabah can influence our management and affairs and control the outcome of matters submitted to
our stockholders for approval, including the election of directors and any sale, merger, consolidation, or sale of all or substantially
all of our assets.

 Mr.
Dabah acquired his shares of common stock for substantially less than the current trading prices of our shares of common stock, and may
have interests, with respect to his common stock, that are different from other holders of our common stock and the concentration of
voting power held by Mr. Dabah may have an adverse effect on the price of our common stock.

 In
addition, this concentration of ownership might adversely affect the market price of our common stock by: (1) delaying, deferring or
preventing a change of control of our Company; (2) impeding a merger, consolidation, takeover or other business combination involving
our Company; or (3) discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our Company.
Because Mr. Dabah can control the stockholder vote, investors may find it difficult or impossible to replace Mr. Dabah (and such persons
as he may appoint from time to time) as members of our management if they disagree with the way our business is being operated. Additionally,
the interests of Mr. Dabah may differ from the interests of the other stockholders and thus result in corporate decisions that are adverse
to other stockholders.

 Ezra
Dabah, our Chief Executive Officer and member of our Board of Directors, beneficially owns greater than 50% of our outstanding shares
of common stock, which means we are deemed a "controlled company" under the rules of Nasdaq.

to the terms of a voting agreement, Mr. Dabah individually, currently controls approximately 66.6% of the voting power of our capital
stock. As a result, Mr. Dabah, our Chief Executive Officer and member of our Board of Directors and members of his family, own more than
50% of our outstanding shares, and as such, we are a " controlled company " under the rules of Nasdaq. Under these rules,
a company of which more than 50% of the voting power is held by an individual, a group or another company is a " controlled company "
and, as such, can elect to be exempt from certain corporate governance requirements, including requirements that:

 a
 majority of the Board of Directors consist of independent directors;

 the
 board maintain a nominations committee with prescribed duties and a written charter; and

 the
 board maintain a compensation committee with prescribed duties and a written charter and comprised solely of independent directors.

 As
a " controlled company, " we may elect to rely on some or all of these exemptions, and we have, and currently intend
to continue, to take advantage of all of these exemptions. Accordingly, should the interests of Mr. Dabah and his family differ from
those of other stockholders, the other stockholders may not have the same protections afforded to stockholders of companies that are
subject to all of the Nasdaq corporate governance standards. Even if we do not avail ourselves of these exemptions in the future, our
status as a controlled company could make our common stock less attractive to some investors or otherwise harm our stock price. Additionally,
as a " controlled company ", and because we have, and continue to intend to, take advantage of all of the exemptions
under the rules of Nasdaq relating to " controlled companies ", you will not have the same protections afforded to stockholders
of companies that are subject to all of the corporate governance requirements of Nasdaq.

 We
rely on our management and if they were to leave our company or not devote sufficient time to our company, our business plan could be
adversely affected.

 We
are largely dependent upon the personal efforts and abilities of our existing management, including Ezra Dabah, our Chief Executive Officer,
and Moshe Dabah, our Chief Operating and Technology Officer, each of whom plays an active role in our operations. Moving forward, should
the services of any of such persons, or other management of the Company, be lost for any reason, the Company will incur costs associated
with recruiting replacements and any potential delays in operations which this may cause. If we are unable to replace our executive officers
or other management with a suitably trained alternative individual(s), we may be forced to scale back or curtail our business plan. We
do not currently have any employment agreements or maintain key person life insurance policies on our executive officers. Furthermore,
certain of our executives do not work for the Company on a full-time basis. If such executive officers do not devote sufficient time
towards our business, we may not be able to effectuate our business plan which would have an adverse effect on our financial conditions
and results of operations.

 We
do not currently have any employment agreements in place with management.

 The
Company has not entered into an employment agreement with Mr. Dabah, our Chief Executive Officer and Chairman, nor any of our other executive
officers. As such, there are no contractual relationships guaranteeing that Mr. Dabah or other management will stay with the Company
and continue its operations. In the event Mr. Dabah or other members of management were to resign or be unable to continue to serve in
their positions with the Company, due to their death, incapacity or disability, the Company may be unable to find another officer to
replace such members of management which may adversely affect the Company's financial condition and results of operations.

 Risks
Relating to our Intellectual Property

 We
may be unable to protect our proprietary information and intellectual property, and as a result, our business could be adversely affected.

 We
rely to a significant degree on trade secret laws to protect our proprietary information. Our principal trademark assets include the
registered trademarks " kidpik " and our logos and taglines. Our trademarks are valuable assets that support our brand
and consumers' perception of our services and merchandise. We also hold the rights to the " kidpik.com " internet
domain name and various other related domain names, which are subject to internet regulatory bodies and trademark and other related laws
of each applicable jurisdiction. If we are unable to protect our trademarks or domain names in the United States or in other jurisdictions
in which we may ultimately operate, our brand recognition and reputation would suffer, we would incur significant expense establishing
new brands and our operating results would be adversely impacted. Additionally, breaches of the security of data center systems and infrastructure
or other IT resources could result in the exposure of proprietary information. Additionally, trade secrets may be independently developed
by competitors. The steps we have taken to protect our trade secrets and proprietary information may not prevent unauthorized use or
reverse engineering of trade secrets or proprietary information. Additionally, to the extent that we have not registered the copyrights
in any of our copyrightable works, we will need to register the copyrights before we can file an infringement suit in the United States
(or another jurisdiction), and our remedies in any such infringement suit may be limited.

 Effective
protection of our intellectual property rights may require additional filings and applications in the future. However, pending and future
applications may not be approved, and any existing or future patents, trademarks or other intellectual property rights may not provide
sufficient protection for our business as currently conducted or may be challenged by others or invalidated through administrative process
or litigation.

 Further,
the laws of certain countries do not protect proprietary rights to the same extent as the laws of the United States and, therefore, in
certain jurisdictions, we may be unable to protect our proprietary rights and trade secrets adequately against unauthorized third-party
copying, infringement or use, which could adversely affect our competitive position.

 To
protect or enforce our intellectual property rights, we may initiate litigation against third parties. Any lawsuits that we initiate
could be expensive, take significant time and divert management's attention from other business concerns. Additionally, we may
unintentionally provoke third parties to assert claims against us. These claims could invalidate or narrow the scope of our own intellectual
property. We may not prevail in any lawsuits that we initiate and the damages or other remedies awarded, if any, may not be commercially
valuable. Accordingly, despite our efforts, we may be unable to prevent third parties from infringing upon or misappropriating our intellectual
property. The occurrence of any of these events may adversely affect our business, financial condition and results of operations.

 We
may be subject to claims that we violated intellectual property rights of others, which are extremely costly to defend and could require
us to pay significant damages and limit our ability to operate.

 Companies
on the internet and technology industries, and other patent and trademark holders seeking to profit from royalties in connection with
grants of licenses, own large numbers of patents, copyrights, trademarks and trade secrets and frequently enter into litigation based
on allegations of infringement or other violations of intellectual property rights. There may be intellectual property rights held by
others, including issued or pending patents and trademarks, that cover significant aspects of our technologies, content, branding or
business methods. Any intellectual property claims against us, regardless of merit, could be time-consuming and expensive to settle or
litigate and could divert our management's attention and other resources. These claims also could subject us to significant liability
for damages and could result in our having to stop using technology, content, branding or business methods found to be in violation of
another party's rights. We might be required or may opt to seek a license for rights to intellectual property held by others, which
may not be available on commercially reasonable terms, or at all. If we cannot license or develop technology, content, branding or business
methods for any allegedly infringing aspect of our business, we may be unable to compete effectively. Even if a license is available,
we could be required to pay significant royalties, which could increase our operating expenses. We may also be required to develop alternative
non-infringing technology, content, branding or business methods, which could require significant effort and expense and be inferior.
Any of these results could harm our operating results.

 Risks
Associated with Our Governing Documents and Delaware Law

 Our
Second Amended and Restated Certificate of Incorporation provides for indemnification of officers and directors at our expense, which
may result in a major cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit
of officers or directors.

 Our
Second Amended and Restated Certificate of Incorporation provides for us to indemnify and hold harmless, to the fullest extent permitted
by applicable law, each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that
he or she is or was a director or officer of the Company or, while a director or officer of the Company, is or was serving at the request
of the Company as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise
or nonprofit entity, including service with respect to an employee benefit plan. These indemnification obligations may result in a major
cost to us and hurt the interests of our stockholders because corporate resources may be expended for the benefit of officers or directors.

 We
have been advised that, in the opinion of the SEC, indemnification for liabilities arising under federal securities laws is against public
policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification for liabilities
arising under federal securities laws, other than the payment by us of expenses incurred or paid by a director, officer or controlling
person in the successful defense of any action, suit or proceeding, is asserted by a director, officer or controlling person in connection
with our activities, we will (unless in the opinion of our counsel, the matter has been settled by controlling precedent) submit to a
court of appropriate jurisdiction, the question whether indemnification by us is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue. The legal process relating to this matter if it were to occur is likely
to be very costly and may result in us receiving negative publicity, either of which factors is likely to materially reduce the market
and price for our shares.

 Our
Second Amended and Restated Certificate of Incorporation contains a specific provision that limits the liability of our directors for
monetary damages to the Company and the Company's stockholders and requires us, under certain circumstances, to indemnify officers,
directors and employees.

 The
limitation of monetary liability against our directors, officers and employees under Delaware law and the existence of indemnification
rights to them may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

 Our
Second Amended and Restated Certificate of Incorporation contains a specific provision that limits the liability of our directors for
monetary damages to the Company and the Company's stockholders. The foregoing indemnification obligations could result in us incurring
substantial expenditures to cover the cost of settlement or damage awards against our directors and officers, which the Company may be
unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against our directors and officers
for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against our
directors and officers, even though such actions, if successful, might otherwise benefit us and our stockholders.

 Our
directors have the right to authorize the issuance of shares of preferred stock.

 Our
directors, within the limitations and restrictions contained in our Second Amended and Restated Certificate of Incorporation, subject
to Nasdaq rules and requirements, and without further action by our stockholders, have the authority to issue shares of preferred stock
from time to time in one or more series and to fix the number of shares and the relative rights, conversion rights, voting rights, and
terms of redemption, liquidation preferences and any other preferences, special rights and qualifications of any such series. Such rights
and preferences may be superior to our common stock, provide for voting rights, board appointment rights, priority rights to dividends
or in liquidation, and/or may negatively affect the rights of common stockholders or the value of our common shares. Any issuance of
shares of preferred stock could adversely affect the rights of holders of our common stock.

 Anti-takeover
provisions in our Second Amended and Restated Certificate of Incorporation and our Amended and Restated Bylaws, as well as provisions
of Delaware law, might discourage, delay or prevent a change in control of our company or changes in our management and, therefore, depress
the trading price of our common stock.

 Our
Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws and Delaware law contain provisions that may
discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions
in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or delay attempts
by our stockholders to replace or remove our management. Our corporate governance documents include provisions:

 a
 classified board of directors, as a result of which our board of directors is divided into three classes, with each class serving
 for staggered three-year terms;

 the
 removal of directors only for cause;

 requiring
 advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates
 for election to our Board of Directors;

 authorizing
 blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our common stock;
 and

 limiting
 the liability of, and providing indemnification to, our directors and officers.

 As
a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the Delaware General Corporation
Law, which limits the ability of stockholders holding shares representing more than 15% of the voting power of our outstanding voting
stock from engaging in certain business combinations with us, subject to certain exceptions. Any provision of our Second Amended and
Restated Certificate of Incorporation or Amended and Restated Bylaws or Delaware law that has the effect of delaying or deterring a change
in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also
affect the price that some investors are willing to pay for our common stock.

 The
existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the
future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that
you could receive a premium for your common stock in an acquisition.

 Our
Second Amended and Restated Certificate of Incorporation contains exclusive forum provisions that may discourage lawsuits against us
and our directors and officers.

 Our
Second Amended and Restated Certificate of Incorporation provides that unless the corporation consents in writing to the selection of
an alternative forum, the Court of Chancery of the State of Delaware, will be the sole and exclusive forum for (i) any derivative action
or proceeding brought on behalf of the Company, (ii) any action asserting a claim for breach of a fiduciary duty owed by any current
or former director, officer, employee or stockholder of the Company to the Company or the Company's stockholders, (iii) any action
asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, our Second Amended and Restated Certificate
of Incorporation or Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine.

 The
choice of forum provision in our Second Amended and Restated Certificate of Incorporation does not waive our compliance with our obligations
under the federal securities laws and the rules and regulations thereunder. Moreover, the provision does not apply to suits brought to
enforce a duty or liability created by the Exchange Act or by the Securities Act. Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder,
and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts with respect to suits brought to enforce
a duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts
have jurisdiction to entertain claims under the Securities Act.

 Notwithstanding
the above, to prevent having to litigate claims in multiple jurisdictions and the threat of inconsistent or contrary rulings by different
courts, among other considerations, our Second Amended and Restated Certificate of Incorporation provides that unless the Company consents,
the U.S. federal district courts will be the exclusive forum for resolving any complaint asserting a cause of action arising under the
Securities Act. However, there is uncertainty as to whether a court would enforce such a provision. While the Delaware courts have determined
that choice of forum provisions of the type included in our Second Amended and Restated Certificate of Incorporation are facially valid,
a stockholder may nevertheless seek to bring a claim in a venue other than those designated in our exclusive forum provision. In such
instance, to the extent applicable, we would expect to vigorously assert the validity and enforceability of our exclusive forum provision.
This may require additional costs associated with resolving such action in other jurisdictions and there can be no assurance that the
provisions will be enforced by a court in those other jurisdictions.

 These
exclusive forum provisions may limit the ability of the Company's stockholders to bring a claim in a judicial forum that such stockholders
find favorable for disputes with the Company or the Company's directors or officers, which may discourage such lawsuits against
the Company and the Company's directors and officers. Alternatively, if a court were to find one or more of these exclusive forum
provisions inapplicable to, or unenforceable in respect of, one or more of the specified types of actions or proceedings described above,
we may incur additional costs associated with resolving such matters in other jurisdictions or forums, which could materially and adversely
affect our business, financial condition or results of operations.

 Risks
Related to Our Common Stock

 We
currently have an illiquid and volatile market for our common stock, and the market for our common stock is and may remain illiquid and
volatile in the future.

 We
currently have a highly sporadic, illiquid and volatile market for our common stock, which market is anticipated to remain sporadic,
illiquid and volatile in the future. Over the past 12 months our common stock has traded as low as $1.55 and as high as $10.70 per share
(each after adjusting for the 1-for-5 reverse stock split effective March 7, 2024). The market price of our common stock may continue
to be highly volatile and subject to wide fluctuations. Our financial performance, government regulatory action, tax laws, interest rates,
and market conditions in general could have a significant impact on the future market price of our common stock.

 Some
of the factors that could negatively affect or result in fluctuations in the market price of our common stock include:

 actual
 or anticipated variations in our quarterly operating results;

 changes
 in market valuations of similar companies;

 adverse
 market reaction to the level of our indebtedness;

 additions
 or departures of key personnel;

 actions
 by stockholders;

 speculation
 in the press or investment community;

 general
 market, economic, and political conditions, including an economic slowdown or dislocation in the global credit markets;

 our
 operating performance and the performance of other similar companies;

 changes
 in accounting principles;

 passage
 of legislation or other regulatory developments that adversely affect us or the e-commerce industry; and

 the
 other risks discussed throughout this Report.

 Our
common stock is listed on the Nasdaq Capital Market under the symbol "PIK." Our stock price may be impacted by factors that
are unrelated or disproportionate to our operating performance. The stock markets in general have experienced extreme volatility that
has often been unrelated to the operating performance of particular companies. These broad market fluctuations may adversely affect the
trading price of our common stock. Additionally, general economic, political and market conditions, such as recessions, inflation, war,
interest rates or international currency fluctuations may adversely affect the market price of our common stock. Due to the limited volume
of our shares which trade, we believe that our stock prices (bid, ask and closing prices) may not be related to our actual value, and
not reflect the actual value of our common stock. You should exercise caution before making an investment in us.

 Additionally,
as a result of the illiquidity of our common stock, investors may not be interested in owning our common stock because of the inability
to acquire or sell a substantial block of our common stock at one time. Such illiquidity could have an adverse effect on the market price
of our common stock. In addition, a stockholder may not be able to borrow funds using our common stock as collateral because lenders
may be unwilling to accept the pledge of securities having such a limited market. An active trading market for our common stock may not
develop or, if one develops, may not be sustained.

 In
the past, many companies that have experienced volatility in the market price of their stock have been subject to securities class action
litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial
costs and divert our management's attention from other business concerns, which could seriously harm our business.

 There
is no guarantee that our common stock will continue to trade on the Nasdaq Capital Market, as we are not in compliance with Nasdaq's
continued listing requirements as of the date of this filing.

 Our
common stock is currently listed on Nasdaq under the symbol " PIK ". There is no guarantee that we will be able to maintain
our listing on Nasdaq for any period of time. Among the conditions required for continued listing on Nasdaq, Nasdaq requires us to maintain
at least $2.5 million in stockholders' equity, $35 million in market value of listed securities, or $500,000 in net income over
the prior two years or two of the prior three years, to have a majority of independent directors (subject to certain " controlled
company " exemptions, which we currently plan to take advantage of, as discussed in greater detail under " Ezra Dabah,
our Chief Executive Officer and Chairman and his family, own greater than 50% of our outstanding shares of common stock, which causes
us to be deemed a "controlled company" under the rules of Nasdaq "), to comply with certain audit committee requirements,
and to maintain a stock price over $1.00 per share. As of December 30, 2023, our stockholders' equity was below $2.5 million and
we did not otherwise meet the net income requirements described above, and as such, we are not currently in compliance with Nasdaq's
continue listing standards. If we fail to timely remedy our compliance with the applicable requirements, our stock may be delisted.

 On
March 22, 2023, the Company received written notice (the "Notification Letter") from the Listing Qualifications Department
of The Nasdaq Stock Market LLC ("Nasdaq") notifying the Company that it is not in compliance with the minimum bid price requirements
set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires
listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that a failure to meet
the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business days. Based on
the closing bid price of the Company's common stock for the thirty (30) consecutive business days from February 7, 2023 to March
21, 2023, the Company no longer meets the minimum bid price requirement.

 The
Notification Letter did not impact the Company's listing of its common stock on the Nasdaq Capital Market at that time. The Notification
Letter stated that the Company had 180 calendar days or until September 18, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2),
provided that such date was subsequently extended to March 18, 2024, upon request to Nasdaq, and in accordance with Nasdaq's rules.
To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for
a minimum of 10 consecutive business days. Effective on March 7, 2024, the Company completed a 1-for-5 reverse stock split of the Company's
outstanding common stock in an effort to comply with Nasdaq Listing Rule 5550(a)(2). On March 21, 2024, the Company received a letter
from Nasdaq notifying the Company that it has regained full compliance with the Minimum Bid Price Requirement because Nasdaq has determined
that for 10 consecutive business days, the closing bid price of the Company's common stock was at or above $1.00 per share, and
that the matter is now closed.

 However,
as of December 30, 2023, our stockholders' equity was below $2.5 million and we did not otherwise meet the net income requirements
described above, and as such, we are not currently in compliance with Nasdaq's continued listing standards. If we fail to timely
remedy our compliance with the applicable requirements, our stock may be delisted.

 The
absence of such a listing on Nasdaq may adversely affect the acceptance of our common stock as currency or the value accorded by other
parties. Further, if we are delisted, we would also incur additional costs under state blue sky laws in connection with any sales of
our securities. These requirements could severely limit the market liquidity of our common stock and the ability of our stockholders
to sell our common stock in the secondary market. If our common stock is delisted by Nasdaq, our common stock may be eligible to trade
on an over-the-counter quotation system, such as the OTCQB Market or the Pink Open Market, where an investor may find it more difficult
to sell our securities or obtain accurate quotations as to the market value of our securities. In the event our common stock is delisted
from Nasdaq in the future, we may not be able to list our common stock or warrants on another national securities exchange or obtain
quotation on an over-the counter quotation system.

 A
delisting of our common stock from the Nasdaq could adversely affect our business, financial condition and results of operations and
our ability to attract new investors, reduce the price at which our common stock trades, decrease, investors' ability to make transactions
in our common stock, decrease the liquidity of our outstanding shares, increase the transaction costs inherent in trading such shares,
and reduce our flexibility to raise additional capital without overall negative effects for our stockholders.

 If
securities or industry analysts do not publish research or reports about us, or if they adversely change their recommendations regarding
our common stock, then our stock price and trading volume could decline.

 The
trading market for our common stock is influenced by the research and reports that industry or securities analysts publish about us,
our industry and our market. If analysts do not elect to cover us and publish research or reports about us, the market for our common
stock could be severely limited and our stock price could be adversely affected. As a small-cap company, we are more likely than our
larger competitors to lack coverage from securities analysts. In addition, even if we receive analyst coverage, if one or more analysts
ceases coverage of us or fails to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could
cause our stock price or trading volume to decline. If one or more analysts who elect to cover us issue negative reports or adversely
change their recommendations regarding our common stock, our stock price could decline.

 Future
sales of our common stock, other securities convertible into our common stock, or preferred stock could cause the market value of our
common stock to decline and could result in dilution of your shares.

 Our
Board of Directors is authorized to cause us to issue additional shares of our common stock or to raise capital through the creation
and issuance of preferred stock, other debt securities convertible into common stock, options, warrants and other rights, on terms and
for consideration as our Board of Directors in its sole discretion may determine. Sales of substantial amounts of our common stock or
of preferred stock could cause the market price of our common stock to decrease significantly. We cannot predict the effect, if any,
of future sales of our common stock, or the availability of our common stock for future sales, on the value of our common stock. Sales
of substantial amounts of our common stock by large stockholders, or the perception that such sales could occur, may adversely affect
the market price of our common stock.

 We
have no intention of declaring dividends in the foreseeable future.

 The
decision to pay cash dividends on our common stock rests with our Board of Directors and will depend on our earnings, unencumbered cash,
capital requirements and financial condition. We do not anticipate declaring any dividends in the foreseeable future, as we intend to
use any excess cash to fund our operations. Investors in our common stock should not expect to receive dividend income on their investment,
and investors will be dependent on the appreciation of our common stock to earn a return on their investment.

 Risks
Relating to The JOBS Act

 The
Jumpstart Our Business Startups (JOBS) Act allows us to postpone the date by which we must comply with certain laws and regulations and
to reduce the amount of information provided in reports filed with the SEC. We cannot be certain if the reduced disclosure requirements
applicable to " emerging growth companies " will make our common stock less attractive to investors.

 We
are and we will remain an " emerging growth company " until the earliest to occur of (i) the last day of the fiscal
year during which our total annual revenues equal or exceed $1.235 billion (subject to adjustment for inflation), (ii) the last day of
the end of our 2026 fiscal year (five years from our first public offering), (iii) the date on which we have, during the previous three-year
period, issued more than $1 billion in non-convertible debt, or (iv) the date on which we are deemed a " large accelerated filer "
(with at least $700 million in public float) under the Exchange Act. For so long as we remain an " emerging growth company "
as defined in the JOBS Act, we may take advantage of certain exemptions from various reporting requirements that are applicable to other
public companies that are not " emerging growth companies " as described in further detail in the risk factors below.
We cannot predict if investors will find our common stock less attractive because we will rely on some or all of these exemptions. If
some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and
our stock price may be more volatile. If we avail ourselves of certain exemptions from various reporting requirements, as is currently
our plan, our reduced disclosure may make it more difficult for investors and securities analysts to evaluate us and may result in less
investor confidence.

 Our
election not to opt out of the JOBS Act extended accounting transition period may not make our financial statements easily comparable
to other companies.

to the JOBS Act, as an " emerging growth company ", we can elect to opt out of the extended transition period for any
new or revised accounting standards that may be issued by the Public Company Accounting Oversight Board (PCAOB) or the SEC. Which means
that when a standard is issued or revised and it has different application dates for public or private companies, we, as an " emerging
growth company ", can adopt the standard for the private company. This may make a comparison of our financial statements with
any other public company which is not either an " emerging growth company " nor an " emerging growth company "
which has opted out of using the extended transition period, more difficult or impossible as possible different or revised standards
may be used.

 The
JOBS Act also allows us to postpone the date by which we must comply with certain laws and regulations intended to protect investors
and to reduce the amount of information provided in reports filed with the SEC.

 The
JOBS Act is intended to reduce the regulatory burden on " emerging growth companies ". The Company meets the definition
of an " emerging growth company " and so long as it qualifies as an " emerging growth company, " it
will, among other things:

 be
 exempt from the provisions of Section 404(b) of the Sarbanes-Oxley Act requiring that its independent registered public accounting
 firm provide an attestation report on the effectiveness of its internal control over financial reporting;

 be
 exempt from the "say on pay" provisions (requiring a non-binding stockholder vote to approve compensation of certain
 executive officers) and the "say on golden parachute" provisions (requiring a non-binding stockholder vote to approve
 golden parachute arrangements for certain executive officers in connection with mergers and certain other business combinations)
 of The Dodd–Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) and certain disclosure requirements of the
 Dodd-Frank Act relating to compensation of Chief Executive Officers;

 be
 permitted to omit the detailed compensation discussion and analysis from proxy statements and reports filed under the Exchange Act
 and instead provide a reduced level of disclosure concerning executive compensation; and

 be
 exempt from any rules that may be adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor's
 report on the financial statements.

 The
Company currently intends to take advantage of all of the reduced regulatory and reporting requirements that will be available to it
so long as it qualifies as an " emerging growth company ". The Company has elected not to opt out of the extension of
time to comply with new or revised financial accounting standards available under Section 102(b)(1) of the JOBS Act. Among other things,
this means that the Company's independent registered public accounting firm will not be required to provide an attestation report
on the effectiveness of the Company's internal control over financial reporting so long as it qualifies as an " emerging
growth company ", which may increase the risk that weaknesses or deficiencies in the internal control over financial reporting
go undetected. Likewise, so long as it qualifies as an " emerging growth company ", the Company may elect not to provide
certain information, including certain financial information and certain information regarding compensation of executive officers, which
it would otherwise have been required to provide in filings with the SEC, which may make it more difficult for investors and securities
analysts to evaluate the Company. As a result, investor confidence in the Company and the market price of its common stock may be adversely
affected.

 Notwithstanding
the above, we are also currently a " smaller reporting company ", meaning that we are not an investment company, an
asset-backed issuer, or a majority-owned subsidiary of a parent company that is not a smaller reporting company and have a public float
of less than $250 million or less than $100 million in annual revenues and a public float of less than $700 million during the most recently
completed fiscal year. In the event that we are still considered a " smaller reporting company ", at such time are we
cease being an " emerging growth company ", the disclosures we will be required to provide in our SEC filings will increase,
but will still be less than it would be if we were not considered either an " emerging growth company " or a " smaller
reporting company ". Specifically, similar to " emerging growth companies ", " smaller reporting companies "
are able to provide simplified executive compensation disclosures in their filings; are exempt from the provisions of Section 404(b)
of the Sarbanes-Oxley Act requiring that independent registered public accounting firms provide an attestation report on the effectiveness
of internal control over financial reporting; and have certain other decreased disclosure obligations in their SEC filings, including,
among other things, only being required to provide two years of audited financial statements in annual reports. Decreased disclosures
in our SEC filings due to our status as an " emerging growth company " or " smaller reporting company "
may make it harder for investors to analyze the Company's results of operations and financial prospects.

 General
Risk Factors

 Our
estimates of market opportunity and forecasts of market growth may prove to be inaccurate, and even if the market in which we compete
achieves the forecasted growth, our business could fail to grow at similar rates, if at all.

 Market
opportunity estimates and growth forecasts, including those we have generated ourselves, are subject to significant uncertainty and are
based on assumptions and estimates that may not prove to be accurate. The variables that go into the calculation of our market opportunity
are subject to change over time, and there is no guarantee that any particular number or percentage of individuals covered by our market
opportunity estimates will purchase our products at all or generate any particular level of revenue for us. Even if the market in which
we compete meets the size estimates and growth forecasts, our business could fail to grow for a variety of reasons outside of our control,
including competition in our industry. If any of these risks materialize, it could harm our business and prospects.

 Higher
labor costs due to statutory and regulatory changes could materially adversely affect our business, financial condition and operating
results.

 Various
federal and state labor laws, including certain laws and regulations enacted in response to COVID-19, govern our relationships with our
employees and affect operating costs. These laws include employee classifications as exempt or non-exempt, minimum wage requirements,
unemployment tax rates, workers' compensation rates, overtime, family leave, workplace health and safety standards, payroll taxes,
citizenship requirements and other wage and benefit requirements for employees classified as non-exempt. As our employees are paid at
rates set at, or above but related to, the applicable minimum wage, further increases in the minimum wage could increase our labor costs.
Significant additional government regulations could materially adversely affect our business, financial condition and operating results.

 We
have a short operating history in an evolving industry and, as a result, our past results may not be indicative of future operating performance.

 We
have a short operating history in a rapidly evolving industry that may not develop in a manner favorable to our business. Our relatively
short operating history makes it difficult to assess our future performance. You should consider our business and prospects in light
of the risks and difficulties we may encounter.

 Our
future success will depend in large part upon our ability to, among other things:

 cost-effectively
 acquire new members and customers and engage with existing members and customers;

 overcome
 the impacts of rising interest rates and high inflation, possible economic slowdowns and recessions;

 increase
 our market share;

 increase
 consumer awareness of our brand and maintain our reputation;

 anticipate
 and respond to macroeconomic changes;

 successfully
 expand our offering and geographic reach;

 anticipate
 and respond to changing style trends and consumer preferences;

 manage
 our inventory effectively;

 compete
 effectively;

 avoid
 interruptions in our business from information technology downtime, cybersecurity breaches, or labor stoppages;

 effectively
 manage our growth;

 continue
 to enhance our personalization capabilities;

 hire,
 integrate, and retain talented people at all levels of our organization;

 maintain
 the quality of our technology infrastructure;

 develop
 new features to enhance the client experience; and

 retain
 our existing product vendors and attract new vendors.

 If
we fail to address the risks and difficulties that we face, including those associated with the challenges listed above as well as those
described elsewhere in this " Risk Factors " section, our business and our operating results will be adversely affected.

 If
we are unable to maintain effective internal control over financial reporting, investors may lose confidence in the accuracy of our financial
reports.

 As
a public company, we are required to maintain internal control over financial reporting and to report any material weaknesses in such
internal control. Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control
over financial reporting. Although our management has determined that our internal control over financial reporting were effective as
of December 31, 2023, we cannot assure you that we will not identify a material weakness in our internal control in the future.

 If
we have a material weakness in our internal control over financial reporting in the future, we may not detect errors on a timely basis.
If we have difficulty implementing and maintaining effective internal control over financial reporting at the businesses we have acquired
or that we may in the future acquire, or if we identify a material weakness in our internal control over financial reporting in the future,
it could harm our operating results, adversely affect our reputation, cause our stock price to decline, or result in inaccurate financial
reporting or material misstatements in our annual or interim financial statements. We could be required to implement expensive and time-consuming
remedial measures. Further, if there are material weaknesses or failures in our ability to meet any of the requirements related to the
maintenance and reporting of our internal control, such as Section 404 of the Sarbanes-Oxley Act, investors may lose confidence in the
accuracy and completeness of our financial reports and that could cause the price of our common stock to decline. We could become subject
to investigations by Nasdaq, the SEC or other regulatory authorities, which could require additional management attention and which could
adversely affect our business.

 In
addition, our internal control over financial reporting will not prevent or detect all errors and fraud, and individuals, including employees
and contractors, could circumvent such control. Because of the inherent limitations in all control systems, no evaluation of control
can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud
will be detected.

 Failure
to adequately grow our operations may harm our business or increase our risk of failure.

 Our
ability to expand our operations will depend upon many factors, including our ability to work in a regulated environment, establish and
maintain strategic relationships with suppliers, and obtain adequate capital resources on acceptable terms. Any restrictions on our ability
to expand may have a materially adverse effect on our business, results of operations, and financial condition. Accordingly, we may be
unable to achieve our targets for sales growth, and our operations may not be successful or achieve anticipated operating results.

 Additionally,
our growth may place a significant strain on our managerial, administrative, operational, and financial resources and our infrastructure.
Our future success will depend, in part, upon the ability of our senior management to manage growth effectively. This will require us
to, among other things:

 implement
 additional management information systems;

 further
 develop our operating, administrative, legal, financial, and accounting systems and controls;

 hire
 additional personnel;

 develop
 additional levels of management within our company;

 locate
 additional office space; and

 maintain
 close coordination among our operations, legal, finance, sales and marketing, and client service and support personnel.

 As
a result, we may lack the resources to deploy our services on a timely and cost-effective basis. Failure to accomplish any of these requirements
could impair our ability to deliver services in a timely fashion or attract and retain new members and customers.

 If
we make any acquisitions, they may disrupt or have a negative impact on our business.

 If
we make acquisitions in the future, we could have difficulty integrating the acquired company's assets, personnel and operations
with our own. We do not anticipate that any acquisitions or mergers we may enter into in the future would result in a change of control
of the Company. In addition, the key personnel of the acquired business may not be willing to work for us. We cannot predict the effect
expansion may have on our core business. Regardless of whether we are successful in making an acquisition, the negotiations could disrupt
our ongoing business, distract our management and employees and increase our expenses. In addition to the risks described above, acquisitions
are accompanied by a number of inherent risks, including, without limitation, the following:

 the
 difficulty of integrating acquired products, services or operations;

 the
 potential disruption of the ongoing businesses and distraction of our management and the management of acquired companies;

 difficulties
 in maintaining uniform standards, controls, procedures and policies;

 the
 potential impairment of relationships with employees and members and customers as a result of any integration of new management personnel;

 the
 potential inability or failure to achieve additional sales and enhance our customer base through cross-marketing of the products
 to new and existing members and customers;

 the
 effect of any government regulations which relate to the business acquired;

 potential
 unknown liabilities associated with acquired businesses or product lines, or the need to spend significant amounts to retool, reposition
 or modify the marketing and sales of acquired products or operations, or the defense of any litigation, whether or not successful,
 resulting from actions of the acquired company prior to our acquisition; and

 potential
 expenses under the labor, environmental and other laws of various jurisdictions.

 Our
business could be severely impaired if and to the extent that we are unable to succeed in addressing any of these risks or other problems
encountered in connection with an acquisition, many of which cannot be presently identified. These risks and problems could disrupt our
ongoing business, distract our management and employees, increase our expenses and adversely affect our results of operations.

 We
may apply working capital and future funding to uses that ultimately do not improve our operating results or increase the value of our
securities.

 In
general, we have complete discretion over the use of our working capital and any new investment capital we may obtain in the future.
Because of the number and variety of factors that could determine our use of funds, our ultimate expenditure of funds (and their uses)
may vary substantially from our current intended operating plan for such funds. Our management has broad discretion to use any or all
of our available capital reserves. Our capital could be applied in ways that do not improve our operating results or otherwise increase
the value of a stockholder's investment.

 The
sale of shares by our directors and officers may adversely affect the market price for our shares.

 Sales
of significant amounts of shares held by our officers and directors, or the prospect of these sales, could adversely affect the market
price of our common stock. Management's stock ownership may discourage a potential acquirer from making a tender offer or otherwise
attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over
our stock price.

 Stockholders
may be diluted significantly through our efforts to obtain financing and satisfy obligations through the issuance of additional shares
of our common stock.

 Wherever
possible, our Board of Directors will attempt to use non-cash consideration to satisfy obligations. In many instances, we believe that
the non-cash consideration will consist of restricted shares of our common stock or where shares are to be issued to our officers, directors
and applicable consultants. Our Board of Directors has authority, without action or vote of the stockholders, but subject to Nasdaq rules
and regulations (which generally require stockholder approval for any transactions which would result in the issuance of more than 20%
of our then outstanding shares of common stock or voting rights representing over 20% of our then outstanding shares of stock), to issue
all or part of the authorized but unissued shares of common stock. In addition, we may attempt to raise capital by selling shares of
our common stock, possibly at a discount to market. These actions will result in dilution of the ownership interests of existing stockholders,
which may further dilute common stock book value, and that dilution may be material. Such issuances may also serve to enhance existing
management's ability to maintain control of the Company because the shares may be issued to parties or entities committed to supporting
existing management.

 Claims,
litigation, government investigations, and other proceedings may adversely affect our business and results of operations.

 From
time to time, we are subject to actual and threatened claims and we may in the future be subject to litigation, reviews, investigations,
and other proceedings, including proceedings relating to products offered by us and by third parties, and other matters. Any of these
types of proceedings may have an adverse effect on us because of legal costs, disruption of our operations, diversion of management resources,
negative publicity, and other factors. The outcomes of these matters are inherently unpredictable and subject to significant uncertainties.
Determining legal reserves and possible losses from such matters involves judgment and may not reflect the full range of uncertainties
and unpredictable outcomes. Until the final resolution of such matters, we may be exposed to losses in excess of the amount recorded,
and such amounts could be material. Should any of our estimates and assumptions change or prove to have been incorrect, it could have
a material effect on our business, financial position, results of operations, or cash flows. In addition, it is possible that a resolution
of one or more of such proceedings, including as a result of a settlement, could require us to make substantial future payments, prevent
us from offering certain products or services, require us to change our business practices in a manner materially adverse to our business,
requiring development of non-infringing or otherwise altered products or technologies, damaging our reputation, or otherwise having a
material effect on our operations.

 We
may incur additional indebtedness in the future which could reduce our financial flexibility, increase interest expense and adversely
impact our operations and our costs.

 We
may incur significant amounts of indebtedness in the future. Our level of indebtedness could affect our operations in several ways, including
the following:

 a
 significant portion of our cash flows is required to be used to service our indebtedness;

 a
 high level of debt increases our vulnerability to general adverse economic and industry conditions;

 covenants
 contained in the agreements governing our outstanding indebtedness limit our ability to borrow additional funds and provide additional
 security interests, dispose of assets, pay dividends and make certain investments;

 a
 high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore,
 may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing; and

 debt
 covenants may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

 A
high level of indebtedness increases the risk that we may default on our debt obligations. We may not be able to generate sufficient
cash flows to pay the principal or interest on our debt, and future working capital, borrowings or equity financing may not be available
to pay or refinance such debt. If we do not have sufficient funds and are otherwise unable to arrange financing, we may have to sell
significant assets or have a portion of our assets foreclosed upon which could have a material adverse effect on our business, financial
condition and results of operations.

 We
may fail to meet our publicly announced guidance or other expectations about our business, which could cause our stock price to decline.

 We
may provide, from time-to-time, guidance regarding our expected financial and business performance. Correctly identifying key factors
affecting business conditions and predicting future events is inherently an uncertain process, and our guidance may not ultimately be
accurate and has in the past been inaccurate in certain respects, such as the timing of acquisitions, revenue projections and project
completions. Our guidance is based on certain assumptions such as those relating to anticipated sales volumes (which generally are not
linear throughout a given period), average sales prices, supplier and commodity costs and planned cost reductions. If our guidance varies
from actual results due to our assumptions not being met or the impact on our financial performance that could occur as a result of various
risks and uncertainties, the market value of our common stock could decline significantly.

 We
may be adversely affected by climate change or by legal, regulatory or market responses to such change.

 The
long-term effects of climate change are difficult to predict; however, such effects may be widespread. Impacts from climate change may
include physical risks (such as rising sea levels or frequency and severity of extreme weather conditions), social and human effects
(such as population dislocations or harm to health and well-being), compliance costs and transition risks (such as regulatory or technology
changes) and other adverse effects. The effects of climate change could increase the cost of certain products, commodities and energy
(including utilities), which in turn may impact our ability to procure goods or services required for the operation of our business.
Climate change could also lead to increased costs as a result of physical damage to or destruction of our facilities, loss of inventory,
and business interruption due to weather events that may be attributable to climate change. These events and impacts could materially
adversely affect our business operations, financial position or results of operation.

 We
might be adversely impacted by changes in accounting standards.

 Our
financial statements are subject to the application of U.S. GAAP, which periodically is revised or reinterpreted. From time to time,
we are required to adopt new or revised accounting standards issued by recognized authoritative bodies, including the Financial Accounting
Standards Board (" FASB ") and the SEC. It is possible that future accounting standards may require changes to the accounting
treatment in our financial statements and may require us to make significant changes to our financial systems. Such changes might have
a materially adverse impact on our financial position or results of operations.

 Our
reputation and/or business could be negatively impacted by environmental, social and governance (" ESG ") matters and/or
our reporting of such matters.

 There
is an increasing focus from regulators, certain investors, and other stakeholders concerning ESG matters, both in the United States and
internationally. Any future ESG initiatives, goals, or commitments we undertake could be difficult to achieve and costly to implement.
We could fail to achieve, or be perceived to fail to achieve, our future ESG-related initiatives, goals, or commitments. In addition,
we could be criticized for the timing, scope or nature, or lack of initiatives, goals, or commitments. To the extent that our required
and voluntary disclosures about ESG matters increase, we could be criticized for the accuracy, adequacy, or completeness of such disclosures.
Our actual or perceived failure to set forth or achieve ESG-related initiatives, goals, or commitments could negatively impact our reputation,
result in ESG-focused investors not purchasing and holding our stock, or otherwise materially harm our business.

 *
* * * *

 For
all of the foregoing reasons and others set forth herein, an investment in our securities involves a high degree of risk.

 Item
1B. Unresolved Staff Comments

 None.

 Item
1C. Cybersecurity

 The
Company understands the importance of preventing, assessing, identifying, and managing material risks associated with cybersecurity threats.
Cybersecurity processes to assess, identify and manage risks from cybersecurity threats have been incorporated as a part of the Company's
overall risk assessment process. These risks include, among other things: operational risks, intellectual property theft, fraud, extortion,
harm to employees or customers and violation of data privacy or security laws.

 We
have processes in place to identify, assess and monitor material risks from cybersecurity threats, including the material risks of the
Company. These processes are part of our overall enterprise risk management process and have been embedded in our operating procedures,
internal controls and information systems. On a regular basis we implement into our operations these cybersecurity processes, technologies,
and controls to assess, identify, and manage material risks. Cybersecurity risks related to our business, technical operations, privacy
and compliance issues are identified and addressed through a multi-faceted approach including third party assessments, IT security, governance,
risk and compliance reviews.

 Incidents
are evaluated to determine materiality as well as operational and business impact, and reviewed for privacy impact.

 We
describe whether and how risks from identified cybersecurity threats, including as a result of any previous cybersecurity incidents,
have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations, or
financial condition, under the headings " Disruptions in our data and information systems could harm our reputation and our ability
to run our business " and " There may be losses or unauthorized access to or releases of confidential information, including
personally identifiable information, that could subject the Company to significant reputational, financial, legal and operational consequences ",
included as part of our risk factor disclosures at Item 1A of this Annual Report on Form 10-K.

 Cybersecurity
is an important part of our risk management processes and an area of focus for our Board and management.

 Our
Chief Operating Officer is responsible for the oversight of risks from cybersecurity threats. The Board will receive information and
updates periodically with respect to the effectiveness of our cybersecurity and information security framework, data privacy and risk
management, which includes that of the Company. The Board will also be provided updates on any material incidents relating to information
systems security and cybersecurity incidents.

 As
of and for the year ended December 30, 2023, there have been no cybersecurity incidents that have materially affected the Company's
business strategy, results of operations, or financial condition.

 Item
2. Properties

 We
do not own any real property. Our corporate and executive offices are located at 200 Park Avenue South, 3rd Floor, New York, New York
10003. Our current fulfillment center/warehouse is located in Rancho Cucamonga, California. The Company is planning to relocate the California
warehouse to Hutchinson, Texas before the end of April 2024.

 We
sublease our fulfillment/warehouse center from Nina Footwear, which is 86.4% owned by Ezra Dabah and his immediate family, our Chief
Executive Officer and Chairman, and which entity Mr. Dabah serves as Chief Executive Officer and member of the Board of Directors of
Nina Footwear.

 The
fulfillment center sublease provides us the right to approximately 32,570 square feet of space in Rancho Cucamonga, California. The
Company entered into a sub-lease agreement for this fulfillment/warehouse space with Nina Footwear on April 1, 2021. The Company
pays 33.3% of Nina Footwear's fixed monthly rent pursuant to the terms of the agreement ($24,416 per month), with an average
monthly rent of $20,742. The sub-lease was to expire on September 30, 2023, but has been extended until March 31, 2024. Nina
Footwear left the California warehouse at the end of 2023. Beginning in January 2024, the Company is paying the full monthly rent in
the California warehouse which amounts to $94,227 per month. On April 1, 2024, the Company entered into a sub-lease agreement with
Nina Footwear to occupy approximately 32,570 square feet of space in Hutchinson, Texas through February 1, 2029, unless canceled or terminated pursuant to the sub-lease agreement. The Company will pay Nina Footwear a fixed
monthly rent pursuant to the terms of the agreement ($21,587 per month), constituting 26% of the amount paid by Nina Footwear.

 On
June 27, 2022, the Company together with Nina Footwear, entered into an agreement to extend the lease agreement with a third party for
the office space. The Company will pay 50% of the total monthly rent, including contingent rental expenses. The lease is set to expire
on April 30, 2027, with an average monthly rent of $29,259. We use our corporate offices for operating including, product design and
development, marketing, technology, customer service and styling and personalization. Prior to the new lease agreement, the New York
corporate office was subleased from Nina Footwear, the sublease provides us the right to use a portion of the space leased by Nina Footwear
(approximately 7,500 square feet of space), in consideration for $27,500 per month of rental charges.

 For
fiscal 2023 and 2022, rent amounted to $607,866 and $579,237, respectively, and is included in general and administrative expenses.

 We
believe our facilities are sufficient to meet our current needs.

 Item
3. Legal Proceedings

 From
time to time, we may be subject to legal proceedings, claims, and government investigations in the ordinary course of business. These
may include, but not be limited to, claims relating to: our products, such as consumer claims and personal injury claims; our workforce,
our technology, and business processes, such as worker classification and patent claims; and our intellectual property, such as trademarks
and copyright infringement claims. The results of any future litigation cannot be predicted with certainty, and regardless of the outcome,
litigation can have an adverse impact on us because of defense and settlement costs, diversion of management resources, harm to our brand
and reputation, and other factors.

 We
are not presently a party to any legal proceedings that, if determined adversely to us, would individually or taken together have a material
adverse effect on our business, results of operations, financial condition, or cash flows. We may become involved in material legal proceedings
in the future.

 Item
4. Mine Safety Disclosures

 Not
applicable.

 PART
II

 Item
5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 Market

 On
November 15, 2021, the Company completed its initial public offering. In connection with the initial public offering, the Company's
common stock began trading on the Nasdaq Capital Market on and as of November 11, 2021 under the symbol "PIK". In conjunction
with its IPO, the Company sold 423,530 shares of its common stock at $42.50 per share, raising approximately $16.1 million in net proceeds
after fees and expenses.

 As
of April 10, 2024, 1,951,638 shares of the registrant's common stock were outstanding.

 Holders
of Record

 As
of the close of business on March 25, 2024, there were 24 stockholders of record of our common stock. The actual number of holders of
our common stock is greater than the number of record holders, and includes stockholders who are beneficial owners, but whose shares
are held in street name by brokers or other nominees. The number of holders of record presented here also does not include stockholders
whose shares may be held in trust by other entities.

with Respect to Dividends

 We
have never declared or paid cash dividends on our capital stock. We currently intend to retain all available funds and future earnings,
if any, to fund the development and expansion of our business, and we do not anticipate paying any cash dividends in the foreseeable
future. Any future determination regarding the declaration and payment of dividends, if any, will be at the discretion of our board of
directors and will depend on then-existing conditions, including our financial condition, operating results, contractual restrictions,
capital requirements, business prospects and other factors our board of directors may deem relevant. Our future ability to pay cash dividends
on our capital stock may be limited by the terms of any future credit facility, debt instruments or preferred securities.

 Recent
Sales of Unregistered Securities

 None,
except as previously disclosed in Current Reports on Form 8-K.

 Purchases
of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item
6. [Reserved]

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 The
following discussion should be read in conjunction with our audited financial statements and related notes thereto included at the end
of this Annual Report. The following discussion contains forward-looking statements regarding future events and the future results of
the Company that are based on current expectations, estimates, forecasts, and projections about the industry in which the Company operates
and the beliefs and assumptions of the management of the Company. Words such as "expects," "anticipates," "targets,"
"goals," "projects," "intends," "plans," "believes," "seeks,"
"estimates," variations of such words, and similar expressions are intended to identify such forward-looking statements.
These forward-looking statements are only predictions and are subject to risks, uncertainties and assumptions that are difficult to predict.
Therefore, actual results may differ materially and adversely from those expressed in any forward-looking statements. Factors that might
cause or contribute to such differences include, but are not limited to, those discussed in the section titled "Risk Factors"
included under Part I, Item 1A and elsewhere in this Annual Report. See also " Cautionary Note Regarding Forward-Looking Statements ",
above. The Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason. Factors that
could cause or contribute to these differences include those discussed below and elsewhere in this Annual Report.

 The
following discussion is based upon our financial statements included elsewhere in this Annual Report, which have been prepared in accordance
with U.S. generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments
that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingencies. In the course
of operating our business, we routinely make decisions as to the timing of the payment of invoices, the collection of receivables, the
shipment of products, the fulfillment of orders, the purchase of supplies, and the building of inventory, among other matters. Each of
these decisions has some impact on the financial results for any given period. In making these decisions, we consider various factors
including contractual obligations, customer satisfaction, competition, internal and external financial targets and expectations, and
financial planning objectives. On an on-going basis, we evaluate our estimates, including those related to sales returns, allowance for
doubtful accounts, impairment of long-term assets, realization of deferred tax asset, assumptions used in the valuation of stock-based
compensation, and litigation. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities
that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 The
Company uses a 52–53-week fiscal year ending on the Saturday nearest to December 31 each year. The years ended December 30, 2023
and December 31, 2022 were 52- and 52-week years, respectively. These years are referred to herein as " 2023 " and " 2022 ",
respectively. The Company's fiscal quarters are generally 13 weeks in duration. When the Company's fiscal year is 53 weeks
long, the corresponding fourth quarter is 14 weeks in duration.

 Introduction

 Our
Management's Discussion and Analysis of Financial Condition and Results of Operations (MD&A) is provided in addition to the
accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition, and cash
flows. MD&A is organized as follows:

 Overview.

 Key
 Performance Indicators.

 Factors
 Affecting Our Future Performance.

 Components
 of Results of Operations.

 Results
 of Operations.

 Liquidity
 and Capital Resources.

 Critical
 Accounting Estimates.

 Overview

 We
began operations in 2016 as a subscription-based e-commerce company on the proposition of making shopping easy, convenient, and accessible
for parents by delivering fashionable and customized kids' outfits in a box. Kidpik provides kids clothing subscription boxes for
boys and girls (sizes 12M-16) that include mix-&-match, coordinated outfits that are personalized based on each member's style
preferences. We focus on providing entire outfits from head-to-toe (including shoes) by designing each seasonal collection in-house from
concept to box.

 Staying
ahead in an emerging industry requires constant innovation in products and services. After launching with our girls' subscription
boxes for sizes 4-14 in 2016, we have continued to expand our product offering and marketing channels. We expanded into boys' clothing,
added larger sizes for boys and girls (up to 16 for apparel and 6 youth for shoes), in the Spring of 2022, added toddler sizes down to
2T & 3T for apparel and 7 & 8 toddler shoes, and launched shop.kidpik.com, where we sell individual apparel items and shoes,
curated outfits, pre-styled boxes and our basics. We added sizes 12 months and 18 months apparel to our offerings. We have expanded our
distribution by selling our branded products on Amazon.com, as Fulfilled by Amazon (FBA) and Fulfilled by Merchant (FBM) for pre-packs
and individual items. During the fourth quarter of 2022, we started selling our branded products on Walmart.com as Fulfilled by Merchant
(FBM).

 We
also introduced an "add-on" option for all members, whereby they can add additional items of their choosing to their next
subscription box order. We have recently expanded our subscription box offerings, introducing a 12-item and 15-item box options in addition
to our 8-item box, adding to the customer experience and providing an opportunity to drive additional revenue. We have also expanded
our seasonal pre-styled fashion box and outfit assortment available on our e-commerce website, which provides an upsell opportunity for
active members and additional variety for our e-commerce customers.

 Currently,
we provide e-commerce services throughout the 48 contiguous U.S. states and Army Post Offices (APOs), Fleet Post Offices (FPOs), and
Canada.

 In
November 2021, the Company completed an initial public offering (the "IPO"), in which the Company issued and sold 423,530
shares of its authorized common stock for $42.50 per share for net proceeds of $16.1 million, after deducting underwriting discounts
and commissions, and offering costs.

 Key
performance indicators that we use to evaluate our business, measure our performance, identify trends affecting our business, formulate
financial projections and make strategic decisions include gross margin, shipped items, and average shipment keep rate, each described
in greater detail below.

 We
also use the following metrics to assess the progress of our business, make decisions on where to allocate capital, time and technology
investments and assess the near-term and longer-term performance of our business.

 Gross
Margin

 For the Years Ended

 Gross margin

 42.2
 %

 59.9
 %

 Gross
profit is equal to our net sales less cost of goods sold. Gross profit as a percentage of our net sales is referred to as gross margin.
Cost of sales consists of the purchase price of merchandise sold to customers and includes import duties and other taxes, freight in,
returns from customers, inventory write-offs, and other miscellaneous shrinkage. The reason for the decrease in gross margin for 2023
versus 2022, is that the Company took a $2.9 million reserve against inventory which is related to the Company's plan to sell-off
excess merchandise. Without this adjustment the gross margin was 62.5% for the year ended December 30, 2023.

 Adjusted
EBITDA

 In
addition to our results calculated under generally accepted accounting principles in the United States ("U.S. GAAP"), and
to provide investors with additional information regarding our financial results, we have disclosed in the table below and elsewhere
in this Report, Adjusted EBITDA, a non-U.S. GAAP financial measure that we calculate as net loss before other income/expense, net, interest,
taxes, depreciation and amortization, adjusted to exclude the effects of equity-based compensation expense, and certain non-routine items.
We have provided below a reconciliation of Adjusted EBITDA to net loss, the most directly comparable U.S. GAAP financial measure.

 We
have included Adjusted EBITDA in this report because it is a key measure used by our management and board of directors to evaluate our
operating performance, generate future operating plans and make strategic decisions regarding the allocation of capital. In particular,
the exclusion of certain expenses in calculating Adjusted EBITDA facilitates operating performance comparisons on a period-to-period
basis and, in the case of exclusion of the impact of equity-based compensation, excludes an item that we do not consider to be indicative
of our core operating performance. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in
understanding and evaluating our operating results in the same manner as our management and board of directors.

 Adjusted
EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results
as reported under U.S. GAAP. Some of these limitations are:

Although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have to be replaced in the
future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for such replacements or for new capital expenditure
requirements;

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

Adjusted EBITDA does not consider the potentially dilutive impact of equity-based compensation;

Adjusted EBITDA does not reflect tax payments that may represent a reduction in cash available to us;

Adjusted EBITDA does not reflect certain non-routine items that may represent a reduction in cash available to us; and

Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative
measure.

 Because
of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow
metrics, net loss and our other U.S. GAAP results.

 Our
financial results include certain items that we consider non-routine and not reflective of the underlying trends in our core business
operations. The Company did not have any non-routine items in 2023 while non-routine items in 2022 primarily related to settlement
of insurance claim related to business interruption of damaged inventory. Although we believe this income to be non-routine in
nature, we cannot guarantee that this type of income will not be incurred again in the future.

 A
reconciliation of net loss to Adjusted EBITDA is as follows:

 For the 52 weeks ended

 Net loss

 $
 (9,905,782
)

 $
 (7,615,261
)

 Add (deduct)

 Interest expense

 78,646

 Other income

 -

 (286,794
)

 Depreciation and amortization

 48,119

 27,914

 Equity-based compensation

 999,309

 1,651,048

 Adjusted EBITDA

 $
 (8,857,668
)

 $
 (6,144,447
)

 Shipped
Items

 We
define shipped items as the total number of items shipped in a given period to our customers through our active subscription box sales,
3 rd party websites sales and kidpik's online website sales.

 For the Years Ended

 (In thousands)

 Shipped Items

 1,208

 1,457

 We
believe the decrease in subscription shipments for fiscal 2023 versus 2022, as shown in the table above, was primarily
driven by a decrease in subscription boxes sales as a result of a lower number of new customers being acquired during 2023, in
comparison to 2022.

 Average
Shipment Keep Rate

 For the Years Ended

 Average Shipment Keep Rate

 72.8
 %

 68.3
 %

 Average
shipment keep rate is calculated as the total number of items kept by our customers divided by total number of shipped items in a given
period. Part of the increase for 2023 is due to the proportionally higher online sales, which historically have had a lower return rate
versus subscription box sales.

 Factors
Affecting Our Future Performance

 We
believe that our performance and future success depend on several factors that present significant opportunities for us, but also pose
risks and challenges, including those discussed below and in the section titled "Risk Factors."

 Overall
Economic Trends

 The
overall economic environment and related changes in consumer behavior have a significant impact on our business. In general, positive
conditions in the broader economy promote customer spending on our sites, while economic weakness, which generally results in a reduction
of customer spending, may have a more pronounced negative effect on spending on our sites. Macroeconomic factors that can affect customer
spending patterns, and thereby our results of operations, include employment rates, business conditions, changes in the housing market,
the availability of credit, increases in interest rates and fuel, energy costs, raw material costs,
and supply chain challenges. In addition, during periods of low unemployment, we generally experience higher labor costs. We
are continuing to navigate the uncertainties presented by the current macroeconomic environment.

 Growth
in Brand Awareness and Site Visits

 Since
2016, we have made significant investments to strengthen the " kidpik " brand through expansion of our social media
presence. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability
would be adversely affected.

 Acquisition
of New Subscriptions

 Our
ability to attract new subscriptions through marketing and the development of our brand is a key factor for our future growth. If we
are unable to acquire sufficient new subscriptions in the future, our revenue will decline. New subscriptions could be negatively impacted
if our marketing efforts are less effective in the future. Increases in advertising rates could also negatively impact our ability to
acquire new subscriptions cost effectively. Consumer tastes, preferences, and sentiment for our brand may also change and result in decreased
demand for our products and services. Laws and regulations relating to privacy, data protection, marketing and advertising, and consumer
protection are evolving and subject to potentially differing interpretations. These requirements may be interpreted and applied in a
manner that is inconsistent from one jurisdiction to another or may conflict with other rules or our practices and procedures.

 Social
networks are important as a source of new clients and as a means by which to connect with current clients, and their importance may be
increasing. We may be unable to effectively maintain a presence within these networks, which could lead to lower than anticipated brand
affinity and awareness, and in turn could adversely affect our operating results. Further, mobile operating system and web browser providers,
such as Apple and Google, have implemented product changes to limit the ability of advertisers to collect and use data to target and
measure advertising. For example, Apple made a change in iOS 14 that required apps to get a user's opt-in permission before tracking
or sharing the user's data across apps or websites owned by companies other than the app's owner. Google intends to further
restrict the use of third-party cookies in its Chrome browser in 2024, consistent with similar actions taken by the owners of other browsers,
such as Apple in its Safari browser, and Mozilla in its Firefox browser. These changes have reduced and will continue to reduce our ability
to efficiently target and measure advertising, in particular through online social networks, making our advertising less cost effective
and successful. We expect to continue to be impacted by these changes.

 Retention
of Existing Subscribers

 Our
ability to retain subscribers is also a key factor in our ability to generate revenue growth. Most of our current subscribers purchase
products through subscription-based plans, where subscribers are billed and sent products on a recurring basis. The recurring nature
of this revenue provides us with a certain amount of predictability for future revenue. If customer behavior changes, and customer retention
decreases in the future, then future revenue will be negatively impacted.

Management

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. To ensure sufficient availability
of merchandise, we generally enter into purchase orders well in advance and frequently before apparel trends are confirmed by client
purchases. As a result, we are vulnerable to demand and pricing shifts and to suboptimal selection and timing of merchandise purchases.
We incur inventory write-offs and changes in inventory reserves that impact our gross margins. Because our merchandise assortment directly
correlates to client success, we may at times optimize our inventory to prioritize long-term client success over short-term gross margin
impact. Moreover, our inventory investments will fluctuate with the needs of our business. For example, entering new categories or adding
new fulfillment centers will require additional investments in inventory.

 Components
of Results of Operations

 Note
that our classification of the various items making up cost of goods sold, shipping and handling, payroll and related costs, equity-based
compensation and general and administrative costs may vary from other companies in our industry, and as such, may not be comparable to
a competitor's.

 We
generate revenue in two categories: 1) the sale items in our subscription boxes, and 2) the sale of one-time purchases via shop.kidpik.com,
and other marketplaces. We refer to these revenue classifications as "Subscription boxes" and "one-time purchases",
respectively. Net revenue is revenue less promotional discounts, actual customer credits and refunds as well as customer credits and
refunds expected to be issued, and sales tax. When we use the term revenue in this Report, we are referring to net revenue, unless otherwise
stated. We also recognize revenue resulting upon the use of gift cards. Customers who decide to return some or all of the merchandise
they receive in each kidpik box, may return such items within 10 days of receipt of the box. Customers are charged for subscription merchandise
which is not returned, or which is accepted and are charged for general merchandise (non-subscription) when they purchase such merchandise;
however, they are able to receive a refund on returned merchandise.

 Cost
of Goods Sold

 Cost
of goods sold consists of the costs of manufacturing merchandise and the expenses of shipping and importing (duty payments) such merchandise
to our warehouse for distribution, and inventory write-offs, offset by the recoverable cost of merchandise estimated to be returned.

and Handling

and handling includes the costs of shipping merchandise to our customers, and back to us, as well as the cost of fulfillment and return
processing, and the materials used for packing.

 Payroll
and Related Expenses

 Payroll
and related expenses represent employee salaries, taxes, benefits and fees to our payroll provider.

 General
and Administrative Expenses

 General
and administrative expenses consist primarily of marketing, professional fees, 3 rd party seller fees, rent, bad debt expense
and credit card fees, among others.

 Depreciation
and Amortization

 Depreciation
and amortization expenses consist of depreciation expense for leasehold improvements and equipment.

 Interest
Expense

 Interest
expense consists primarily of interest expense associated with our lines of credit, outstanding notes payable, and amortization of deferred
expense related to our line of credit.

 Other
Non-Operating Income

 Other
non-operating income
in fiscal year 2022, mainly related to settlement of insurance claim related to business interruption of damaged inventory.

 Provision
for Income Taxes

 Our
provision for income taxes consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as
adjusted for allowable credits, deductions, uncertain tax positions, and changes in the valuation allowance of our net federal and state
deferred tax assets.

 Results
of Operations

 RESULTS
OF OPERATIONS

 Year
ended December 30, 2023 compared to the year ended December 31, 2022

 Revenue, net

 $

 $

 $
 (2,237,260
)

 (13.6
)%

 Cost of goods sold

 8,228,458

 6,600,007

 1,628,451

 24.7
 %

 Gross profit

 $
 6,012,266

 $
 9,877,977

 $
 (3,865,711
)

 (39.1
)%

in the fiscal year 2023 decreased by $2.2 million, or 13.6%, from revenue in the fiscal year 2022. The decline in revenue was primarily
attributable to a decline in subscription box sales driven by customer conversion challenges, as we experienced weaker-than-expected
conversion mainly due to the higher cost of acquiring new customers.

 Gross
margin for the fiscal year 2023 decreased by 17.7 basis points compared with the fiscal year 2022. The decrease was primarily attributable
to a one-time inventory reserve adjustment of approximately $2.9 million, related to the Company's plan to sell-off merchandise
below cost. Additionally, as discussed above, we are not currently purchasing any new products as we work to clear our current inventory.

 Our
revenue for the year ended December 30, 2023
decreased by 13.6% to $14,240,724, compared to $16,477,984 for the year ended December 31, 2022,
a decrease of $2,237,260 from the prior period, mainly due to a decrease in subscription box sales, offset by an increase in online
website sales. The revenue breakdown by sales channel for the fiscal years 2023 and 2022, is summarized in the table
below:

 Revenue by channel

 Subscription boxes

 $
 10,428,319

 $
 12,861,293

 $
 (2,432,974
)

 (18.9
)%

 3 rd party websites sales

 1,771,608

 2,170,858

 (399,250
)

 (18.4
)%

 Online website sales

 2,040,797

 1,445,833

 594,964

 41.2
 %

 Total revenue

 $

 $

 $
 (2,237,260
)

 (13.6
)%

 The
revenue from subscription boxes for the years ended December 30, 2023 and December 31, 2022, which was generated from active subscriptions
recurring boxes and new subscriptions first box revenue, is summarized in the tables below:

 Subscription boxes revenue from

 Active subscriptions – recurring boxes

 $
 8,806,473

 $
 11,007,517

 $
 (2,201,044
)

 (20.0
)%

 New subscriptions - first box

 1,621,846

 1,853,776

 (231,930
)

 (12.5
)%

 Total Subscription boxes revenue

 $
 10,428,319

 $
 12,861,293

 $
 (2,432,974
)

 (18.9
)%

 The
decrease in revenue was primarily driven by a decrease in our subscription box sales, as a result
of a lower number of new customers being acquired during fiscal year 2023, in comparison to fiscal year 2022. The Company also incurred
higher costs per conversion which limited the number of new members in fiscal 2023. The decrease in active subscriptions is the result
of starting the year with lower active members, including a reduced interest in apparel-based subscription shopping and an increased
cost in customer acquisitions.

 The
revenue breakdown by product line for the year ended December 30, 2023, compared to the year ended December 31, 2022, is summarized in
the tables below:

 Revenue by product line

 Girls' apparel

 $
 10,844,289

 $
 12,211,915

 $
 (1,367,626
)

 (11.2
)%

 Boys' apparel

 2,760,864

 3,437,117

 (676,253
)

 (19.7
)%

 Toddlers' apparel

 635,571

 828,952

 (193,381
)

 (23.3
)%

 Total revenue

 $

 $

 $
 (2,237,260
)

 (13.6
)%

 The
number of items shipped to our customers decreased by 17.1%, from approximately 1,457,000 for the fiscal year 2022, to approximately
1,208,000 for the fiscal year 2023, for the same reasons discussed above, along with a difficult economic environment in which consumers
are cutting back on non-essential items including clothing. The average shipment keep rate increased to 72.8% in the fiscal year 2023,
compared to 68.3% in the fiscal year 2022, which is the result of a 41% increase in online website sales, as these customers have a higher
keep rate when compared to subscription sales.

 During
the fiscal year 2023, we experienced a decline in net revenue year-over-year. The
decrease in revenue was primarily driven by a decrease in our subscription box sales, as a result
of a lower number of new customers being acquired during fiscal year 2023, in comparison to fiscal year 2022. We believe that revenue
for 2023 was also negatively affected by changing consumer spending habits impacted by worsening economic conditions, including increases
in inflation and interest rates and declines in market activity.

 Cost
of Goods Sold

 Cost
of goods sold increased by $1.6 million or 24.7% for the year ended December 30, 2023, compared to the year ended December 31, 2022,
which was a direct result of an increase in inventory write-down of $2.9 million, related to the Company's plan to sell off excess
merchandise. This merchandise has been identified as not needed for the long-term plans of the Company. Also contributing was a decrease
in our subscription box sales, as a result of a lower number of new members being acquired
during 2023, in comparison to 2022, for the same reasons discussed above.

 Gross
Profit and Gross Profit as a Percentage of Revenue

 Our
gross profit was $6.0 million for the year ended December 30, 2023, compared to gross profit of $9.9 million for the year ended December
31, 2022. The decrease in gross profit for the fiscal year 2023, compared to the fiscal year 2022, was primarily attributable to the
inventory write-down of $2.9 million related to the Company's plan to sell-off merchandise below cost and to the decrease in our
subscription box sales for the same reasons discussed above.

 Our
gross profit as a percentage of revenue was 42.2% for the year ended December 30, 2023, compared to 59.9% for the year ended December
31, 2022.

Expenses

 Expenses

 Shipping and handling

 $
 4,308,265

 $
 4,334,928

 $
 (26,663
)

 (0.6
)%

 Payroll and, related costs and equity-based compensation

 3,974,438

 5,276,719

 (1,302,281
)

 (24.7
)%

 General and administrative

 7,586,540

 8,061,825

 (475,285
)

 (5.9
)%

 Depreciation and amortization

 48,119

 27,914

 20,205

 72.4
 %

 Total expenses

 $
 15,917,362

 $
 17,701,386

 $
 (1,784,024
)

 (10.1
)%

 Our
operating expenses include general and administrative expenses, salaries and benefits, shipping and handling, and depreciation and amortization,
as shown in the tables above. Our operating expenses for fiscal year 2023 decreased by $1,784,024
or 10.1% to $15,917,362, compared to $17,701,386 for fiscal year 2022. This decrease was mainly a result of (i) a decrease in payroll
 and related costs and equity-based compensation of $1,302,281. The decrease was mainly the
result of non-cash, equity-based compensation of $999,309 recorded in the fiscal year 2023, due to lower employee headcount, compared
to $1,651,048 in the fiscal year 2022, along with a reduced staff in fiscal year 2023 compared
to fiscal year 2022, our payroll and related costs and equity-based compensation were 27.9%
of total revenue in the fiscal year 2023, compared to 32.0% of total revenue in fiscal year 2022 and (ii)
 a decrease of $475,285 or 5.9% in general and administrative expenses, mainly due to a decrease
in third-party seller fees due to the decrease in sales, decrease in bad debt expense offset by an increase in professional fees, w ithin
selling, general and administrative expenses, our marketing expense as a percentage of revenue increased by 2.8% of revenue for the 2023
fiscal year to 21.4% compared to 18.6% in the fiscal year 2022, as we experienced weaker-than-expected conversion of new costumers due
to higher costs of acquisitions.

 Loss
from Operations

 Loss
from operations increased from $7,823,409 for the year ended December 31, 2022, to $9,905,096 for the year ended December 30, 2023. The
increase in loss from operations was largely due to a decrease in revenues and the approximately $2.9 million inventory reserve adjustment
taken in fiscal 2023 as discussed above.

 Other
(Income)/Expenses

 Other expenses

 Interest expense

 $

 $
 78,646

 $
 (77,960
)

 (99.1
)%

 Other (income)/expense

 -

 (286,794
)

 286,794

 100.0
 %

 Total other (income)/expenses

 $

 $
 (208,148
)

 $
 208,834

 100.3
 %

 Other
(income)/expenses for the years ended December 30, 2023 and December 31, 2022 changed by $208,834 due to a reduction of interest expense
by $77,960 and a decrease of other income by $286,794. The other income in fiscal year 2022 was
mainly related to settlement of insurance claim related to business interruption of damaged inventory.

 Provision
for Income Taxes

 The
Company recorded no provisions for income taxes for fiscal 2023 and 2022.

 Net
Loss

 We
had a net loss of $9,905,782 for the year ended December 30, 2023, compared to a net loss of $7,615,261 for the year ended December 31,
2022, an increase of $2,290,521 or 30.1%. The increase in net loss was mainly due to a decrease in revenues for fiscal year 2023 and
the approximately $2.9 million inventory reserve adjustment taken in fiscal 2023, offset by a decrease in non-cash equity-based compensation
of $651,739, each as discussed in greater detail above.

 LIQUIDITY
AND CAPITAL RESOURCES

 Cash and restricted cash

 $
 199,133

 $
 605,213

 $
 (406,080
)

 (67.1
)%

 Working capital

 $
 727,546

 $
 8,273,601

 $
 (7,546,055
)

 (91.2
)%

 Short-term debt, related party

 $
 850,000

 $
 2,050,000

 $
 (1,200,000
)

 (58.5
)%

 On
December 30, 2023, we had $199,133 of cash and restricted cash on-hand compared to the $605,213 of cash and restricted cash on hand on
December 31, 2022.

 As
of December 30, 2023, we had $6,027,482 in total current assets, $5,299,936 in total current liabilities, working capital of $727,544;
and a total accumulated deficit of $51,440,227.

 As
of December 30, 2023, we had total current liabilities of $5,299,936, consisting mainly of accounts payable of $1,862,266, and related
party payables of $1,868,411 (owed to Nina Footwear), accrued expenses of $438,034, current portion of operating lease liabilities of
$281,225 and short-term debt from related party of $850,000 (discussed below).

 From
inception through November 10, 2021, we mainly relied on equity and loans from Ezra Dabah, our Chief Executive Officer and Chairman,
and his family (which loans have all, other than $850,000, been converted into equity as of December 30, 2023), notes payable
including from Nina Footwear Corp. Mr. Dabah and his children own approximately 79.3% of Nina Footwear, including Moshe Dabah, for
which entity Ezra Dabah serves as Chief Executive Officer and member of the Board of Directors of and Mr. Dabah and his extended
family own 100% of Nina Footwear, a related party, and a line of credit (repaid as of January 1, 2022), and Cash Advance
Agreements (each discussed below), as well as revenue generated through our operations, to support our operations since inception.
We have primarily used our available cash to pay operating expenses (salaries and other expenses), and for merchandise inventory
costs, shipping costs and marketing expenditures. We do not have any material commitments for capital expenditures. Following the
closing of the IPO in November 2021, we also relied on the funds raised in the IPO to support our operations.

 On
March 22, 2023, we received written notice (the " Notification Letter ") from the Listing Qualifications Department
of The Nasdaq Stock Market LLC (" Nasdaq ") notifying the Company that it is not in compliance with the minimum bid
price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule
5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Listing Rule 5810(c)(3)(A) provides that
a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of thirty (30) consecutive business
days. Based on the closing bid price of the Company's common stock for the thirty (30) consecutive business days from February
7, 2023 to March 21, 2023, the Company no longer meets the minimum bid price requirement.

 The
Notification Letter did not impact the Company's listing of its common stock on the Nasdaq Capital Market at that time. The Notification
Letter stated that the Company had 180 calendar days or until September 18, 2023, to regain compliance with Nasdaq Listing Rule 5550(a)(2),
provided that such date was subsequently extended to March 18, 2024, upon request to Nasdaq, and in accordance with Nasdaq's rules.
To regain compliance, the bid price of the Company's common stock must have a closing bid price of at least $1.00 per share for
a minimum of 10 consecutive business days. Effective on March 7, 2024, the Company completed a 1-for-5 reverse stock split of the Company's
outstanding common stock in an effort to comply with Nasdaq Listing Rule 5550(a)(2). On March 21, 2024, the Company received a letter
from Nasdaq notifying the Company that it has regained full compliance with the Minimum Bid Price Requirement because Nasdaq has determined
that for 10 consecutive business days, the closing bid price of the Company's common stock was at or above $1.00 per share, and
that the matter is now closed.

 However,
as of December 30, 2023, our stockholders' equity was below $2.5 million and we did not otherwise meet any other Nasdaq listing
standards, and as such, we are not currently in compliance with Nasdaq's continued listing standards. If we fail to timely remedy
our compliance with the applicable requirements, our stock may be delisted.

 Cash
Flows

 Year ended

 Year ended

 Cash used in:

 Operating activities

 $
 (322,334
)

 $
 (6,650,537
)

 Investing activities

 (77,299
)

 (48,903
)

 Financing activities

 (6,447
)

 (1,115,847
)

 Net decrease in cash

 $
 (406,080
)

 $
 (7,815,287
)

 Net
cash used in operating activities decreased to $322,334 for the year ended December 30, 2023, compared to $6,650,537 for the year ended
December 31, 2022. The decrease in our cash used in operating activities of approximately $6.3 million was primarily due to a decrease
in operating assets and liabilities in the amount of approximately $6.8 million, offset by an increase in net loss in the amount of approximately
$2.3 million adjusted for the non-cash items totaling $1.8 million.

 Net
cash used in investing activities during the year ended December 30, 2023 was $77,299, which was related to leasehold improvements, compared
to $48,903 during the year ended December 31, 2022 which was related to purchases of equipment.

 Net
cash used in financing activities was $6,447 for the year ended December 30, 2023, mainly related
to settle a new share equity award of $0.6 million compared to net cash used in financing activities of $1,115,847 for the year
ended December 31, 2022, mainly of the repayment of advance payable of $0.9 million, and repayment from loan payable related party of
$0.2 million.

 Related
Party Convertible Notes and Loans

 On
August 13, 2021, the Company entered into two unsecured convertible promissory notes with stockholders in the aggregate amount of $200,000.
Each of the convertible notes were payable on January 15, 2022, and were automatically convertible into shares of the Company's
common stock at a conversion price equal to the per share price of the next equity funding completed by the Company in an amount of at
least $2,000,000 and requires the repayment of 110% of such convertible note amount upon a sale of the Company (including a change of
50% or more of the voting shares). On August 25, 2021, the parties agreed to amend the previously convertible notes to remove the conversion
rights provided for therein and clarify that no interest accrues on the convertible notes. On March 31, 2022, and effective on January
15, 2022, the parties amended the notes to be payable on demand.

 In
September, October and November 2021, the Company borrowed an aggregate of $2,500,000 from Ezra Dabah, who is our Chief Executive Officer
and Chairman. The notes are unsecured, noninterest-bearing and the principal is fully due on January 15, 2022, at the rate of 110% of
such note amount upon a sale of the Company (including a change of 50% or more of the voting shares). On December 27, 2021, the Company
paid $500,000 of the outstanding loan amounts. On March 31, 2022, and effective on January 15, 2022, the parties amended the notes to
be payable on demand. On June 2, 2022, the Company paid $150,000 of the outstanding loan amounts.

 On
September 18, 2023, the Company entered into a Debt Conversion agreement with Ezra Dabah. The Company and Mr. Dabah agreed to convert
an aggregate of $1,200,000 of principal owed by the Company to Mr. Dabah into an aggregate of 310,760 shares of restricted common stock
of the Company. Pursuant to the Debt Conversion Agreement, which included customary representations and warranties of the parties, Mr.
Dabah agreed that the shares of common stock issuable in connection therewith were in full and complete satisfaction of the amounts owed
under the notes which were converted. The remaining balance on these notes as of December 30, 2023 is $850,000.

 As
of December 30, 2023 and December 31, 2022, there was $1,868,411 and $1,107,665 due to related party (Nina Footwear), respectively.

 Need
for Future Funding; Review of Strategic Alternatives

 As
discussed above, we are not currently purchasing any new products as we work to clear our current inventory. We expect to continue to
generate net losses for the foreseeable future. The Company's ability to continue its operations is dependent upon obtaining new
financing for its ongoing operations. Future financing options which may be available to the Company include equity financings, debt
financings or other capital sources, including collaborations with other companies or other strategic transactions to fund existing operations
and execute management's growth strategy. Equity financings may include sales of common stock, warrants or convertible securities.
Such financing may not be available on terms favorable to the Company or at all and may cause significant dilution to existing stockholders.
The terms of any financing may adversely affect the holdings or rights of the Company's stockholders. There is no assurance that
the Company will be successful in obtaining sufficient funding on terms acceptable to the Company to fund continued operations, if at
all, which would have a material adverse effect on its business, financial condition and results of operations, and it could ultimately
be forced to discontinue its operations, enter into bankruptcy and/or liquidate. These matters, when considered in the aggregate, raise
substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time, which is defined
as within one year after the date that the financial statements are issued. The accompanying financial statements do not contain any
adjustments to reflect the possible future effects on the classification of assets or the amounts and classification of liabilities that
might result from the outcome of this uncertainty.

 We
also plan to focus our resources on closing the Merger, discussed above under "Recent Events",
"Merger Agreement".

 Off-Balance
Sheet Arrangements

 We
have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

 Critical
Accounting Estimates

 Use
of estimates: The preparation of financial statements in conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect the reporting values of assets and liabilities, disclosure
of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during
the reporting period. The more significant estimates and assumptions are those used in determining the recoverability of long-lived assets
and inventory obsolescence. Accordingly, actual results could differ from those estimates.

 Net
loss per common share: The Company complies with the accounting and disclosure requirements of Financial Accounting Standards Board
(" FASB ") issued Accounting Standards Update (" ASU ") Topic 260, Earnings Per Share. Net loss per
common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

recognition: The Company recognizes revenue from three sources; its subscription box sales, 3 rd party websites sales,
and kidpik's online website sales. Revenue is gross billings net of promotional discounts, actual customer credits and refunds
as well as customer credits and refunds expected to be issued, and sales tax. Customers are charged for subscription merchandise which
is not returned, or which is accepted and are charged for general merchandise (non-subscription) when they purchase such merchandise.
Customers can receive a refund on returned merchandise for which return shipping is a cost to the Company.

for subscription box sales is recognized when control of the promised goods is transferred and accepted by the subscriber. Subscribers
have a maximum of 10 days from the date the product is delivered to return any items in the pre-paid delivery bag. Control is transferred
either when a subscriber checks out or automatically ten days after the goods are delivered, whichever occurs first. Upon checkout or
the 10-day period, the amount of the order not returned is recognized as revenue. Payment is due upon checkout or the end of the 10-day
period after the goods are delivered, whichever occurs first.

from online website sales, which includes sales from our and 3 rd party's websites (including Amazon and Walmart), are
recognized when control of the promised goods are transferred to the Company's customers, in an amount that depicts the consideration
the Company expects to be entitled to in exchange for those goods. Control is transferred at the time of shipment. Upon shipment, the
total amount of the order is recognized as revenue. Payment for online website sales is due upon time of order.

 The
provision for anticipated sales returns consists of both contractual return rights and discretionary authorized returns.

 Estimates
of discretionary authorized returns for sales other than subscription sales, discounts and claims are based on (1) historical rates,
(2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated
returns, discounts and claims expected, but not yet finalized with customers. Actual returns, discounts and claims in any future period
are inherently uncertain and thus may differ from estimates recorded. If actual or expected future returns, discounts or claims were
significantly greater or lower than reserves established, a reduction or increase to net revenue would be recorded in the period in which
such determination was made.

and handling costs associated with outbound freight fulfillment before control over a product has transferred to a customer are accounted
for as a shipping and handling cost in the statement of operations.

 Taxes
assessed by governmental authorities that are both imposed on and concurrent with a specific revenue producing transaction and are collected
by the Company from a customer are excluded from revenue and cost of goods sold in the statement of operations.

 Restricted
cash: Restricted cash balance consists of cash advanced received by the Company from the cash advance agreement described in Note
8 to the audited financial statements included at the end of this Annual Report.

 Inventory:
Inventory, consisting primarily of finished goods, is valued at the lower of cost or net realizable value using the weighted average
cost method. In addition, the Company capitalizes freight, duty and other supply chain costs in inventory. The Company has recorded a
reserve against inventory, which is used to offset the costs of selling, disposing or liquidating units as below cost. These costs are
included in the cost of sales as inventory is sold.

 Income
taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized with respect to the future tax consequences attributable to differences between the tax bases of assets and liabilities
and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities measured using enacted tax rates expected
to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred
tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. Valuation allowances
are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 The
Company applies U.S. GAAP accounting for uncertainty in income taxes. If the Company considers that a tax position is more likely than
not of being sustained upon audit, based solely on the technical merits of the position, it recognizes the tax benefit. The Company measures
the tax benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming the tax position
is examined by the appropriate taxing authority that has full knowledge of relevant information.

 The
Company has no unrecognized tax benefits at December 30, 2023 and December 31, 2022. The Company's federal, state and local income
tax returns prior to fiscal years 2019 are closed and management continually evaluates expiring statutes of limitations, audits, proposed
settlements, changes in tax law and new authoritative rulings.

 The
Company recognizes interest and penalties associated with tax matters, if any, as part of operating expenses and includes accrued interest
and penalties with accrued expenses in the balance sheet.

 Advertising
costs: Direct advertising and promotion costs are expensed as incurred. Advertising and promotion expenses totaled $3,054,435 and
$3,065,011 for the fiscal years ended 2023 and 2022, respectively, and are included in general and administrative expenses.

 Bad
debt expense: Bad debt expense is recognized when a receivable is no longer collectible after a customer is unable to fulfill their
obligation to pay an outstanding balance.

compensation: We measure equity-based compensation expense associated with the awards granted based on their estimated fair values
at the grant date. For awards with service condition only, equity-based compensation expense is recognized over the requisite service
period using the straight-line method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing
model. Forfeitures are recorded as they occur. See "Note 11, Equity-based compensation" to our audited financial statements
included in this Annual Report on Form 10-K, for additional details.

 JOBS
Act and Recent Accounting Pronouncements

 The
JOBS Act provides that an " emerging growth company " can take advantage of the extended transition period provided
in Section 7(a)(2)(B) of the Securities Act, for complying with new or revised accounting standards. In other words, an " emerging
growth company " can delay the adoption of certain accounting standards until those standards would otherwise apply to private
companies. We have elected to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act,
for complying with new or revised accounting standards that have different effective dates for public and private companies until the
earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition
period provided in Section 7(a)(2)(B) of the Securities Act.

 We
have implemented all new accounting pronouncements that are in effect and may impact our financial statements and we do not believe that
there are any other new accounting pronouncements that have been issued that might have a material impact on our financial position or
results of operations.

 Recent
Accounting Pronouncements

 Refer
to "Note 2: Summary of Significant Accounting Policies" to our audited financial statements included in this Annual Report
on Form 10-K for a discussion of recently issued accounting pronouncements not yet adopted.

 Item
7A. Quantitative and Qualitative Disclosures about Market Risk

 We
are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise
required under this item.

 Item
8. Financial Statements and Supplementary Data

 See
"Index to Financial Statements" which appears on page F-1 of this Annual Report on Form 10-K, after the signature pages hereof,
which is incorporated by reference into this Item 8.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 None.

 Item
9A. Controls and Procedures

 Evaluation
of Disclosure Controls and Procedures

 Under
the supervision and with the participation of our management, including our management, including our Chief Executive Officer and our
Chief Accounting Officer (our principal executive officer and principal accounting/financial officer), we conducted an evaluation of
the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Exchange Act, as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer
and Chief Accounting Officer have concluded that our disclosure controls and procedures were effective to ensure that information required
to be disclosed by the Company in the reports that it files or submits to the SEC under the Exchange Act, is recorded, processed, summarized
and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our
management, including our Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow timely decisions regarding required
disclosure.

 Management's
Annual Report on Internal Control over Financial Reporting

 The
management of the Company is responsible for the preparation of the financial statements and related financial information appearing
in this Annual Report on Form 10-K. The financial statements and notes have been prepared in conformity with accounting principles generally
accepted in the United States of America. The management of the Company is also responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company's internal
control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
Our internal control over financial reporting includes those policies and procedures that:

 Pertain
 to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets
 of the Company;

 Provide
 reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with
 generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with
 authorizations of management and directors of the Company; and

 Provide
 reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's
 assets that could have a material effect on the financial statements.

 With
the participation of the Chief Executive Officer (the principal executive officer) and the Company's Chief Accounting Officer (the
principal financial/accounting officer), our management evaluated the effectiveness of the Company's internal control over financial
reporting as of December 30, 2023, the end of the period covered by this Report, based upon the framework in Internal Control –
Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO 2013). Based on that evaluation,
our management has concluded that our internal control over financial reporting was effective as of December 30, 2023.

 This
annual report does not include an attestation report of our independent registered public accounting firm regarding internal control
over financial reporting. Management's report was not subject to attestation by our registered public accounting firm pursuant
to rules of the SEC that permit us to provide only management's report in this annual report. We are a "smaller reporting
company" as defined in Item 10(f)(1) of Regulation S-K under the Securities Act. For as long as we continue to be a smaller reporting
company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are
not smaller reporting companies. Additionally, this Report does not contain an attestation report of our independent registered public
accounting firm regarding internal control over financial reporting since the Company, as an "emerging growth company," is
not required to provide such report.

 Limitations
on Effectiveness of Controls and Procedures and Internal Control over Financial Reporting

 In
designing and evaluating the disclosure controls and procedures and internal control over financial reporting, management recognizes
that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired
control objectives. In addition, the design of disclosure controls and procedures and internal control over financial reporting must
reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of
possible controls and procedures relative to their costs.

 Changes
in Internal Control Over Financial Reporting

 There
has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act)
during the 13 weeks ended December 30, 2023, that has materially affected, or is reasonably likely to materially affect, our internal
control over financial reporting.

 Item
9B. Other Information

 None.

 Item
9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Not
applicable.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 The
information required by this item will be set forth under
the headings " Election of Directors ", " Executive Officers ", " Corporate Governance ",
" Code of Ethics ", " Committees of the Board ", and " Delinquent Section 16(a) Reports "
(to the extent applicable and warranted) in our Proxy Statement for the 2024 Annual Meeting of
Stockholders (the " 2024 Proxy Statement ") in connection with the solicitation of proxies for the Company's 2024
annual meeting of stockholders, to be filed with the SEC within 120 days of our fiscal year ended December 30, 2023, and is incorporated
herein by reference.

 Item
11. Executive Compensation

 The
information required by this item will be set forth under the headings " Executive
and Director Compensation ", " Executive Compensation ", " Directors Compensation ", " Outstanding
Equity Awards at Fiscal Year-End ", " Compensation Committee Interlocks and Insider Participation " and " Compensation
Committee Report " (to the extent required), in our 2024 Proxy Statement to be
filed with the SEC within 120 days of our fiscal year ended December 30, 2023, and is incorporated
herein by reference.

 Item
12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 The
information required by this item will be set forth under
the headings " Voting Rights and Principal Stockholders " and " Equity Compensation Plan Information "
 in our 2024 Proxy Statement to be filed with the SEC within 120 days of our fiscal year
ended December 30, 2023, and is incorporated herein by reference.

 Item
13. Certain Relationships and Related Transactions, and Director Independence

 The
information required by this item will be set forth under
the headings " Certain Relationships and Related Transactions " and " Committees of the Board " - " Director
Independence " in our 2024 Proxy Statement to be filed with the SEC within 120
days of our fiscal year ended December 30, 2023, and is incorporated herein by reference.

 Item
14. Principal Accountant Fees and Services

 Our
independent registered public accounting firm is CohnReznick LLP, New York, New York, PCAOB Auditor ID No. 596.

 The
information required by this item will be set forth under the heading "Ratification of Appointment of Auditors"-"Audit
Fees" in our 2024 Proxy Statement to be filed with the SEC within 120 days of our fiscal year ended December 30, 2023, and is incorporated
herein by reference.

 PART
IV

 Item
15. Exhibits and Financial Statement Schedules

 (a)
Documents filed as part of this Annual Report on Form 10-K

 1.

 Financial
 Statements: See accompanying Index to Financial Statements.

 2.

 Financial
 Statement Schedule: Financial statement schedules are omitted due to the absence of conditions under which they are required.

 Exhibit

 Incorporated
 by Reference

 Filed/
 Furnished

 Number

 Exhibit
 Description

 Form

 File
 No.

 Date

 Exhibit

 Herewith

 2.1

 Agreement and Plan of Merger and Reorganization, dated March 29, 2024, by and among Kidpik Corp., Kidpik Merger Sub, Inc. and Nina Footwear Corp.

 4/1/2024

 2.1

 3.1

 Second
 Amended and Restated Certificate of Incorporation of Kidpik Corp. filed with the Secretary of State of Delaware on May 10, 2021,
 as currently in effect

 S-1

 3.1

 3.2

 Certificate
 of Amendment of Second Amended and Restated Certificate of Incorporation of Kidpik Corp., filed with the Secretary of State of Delaware
 on March 4, 2024

 3/7/2024

 3.1

 3.3

 Bylaws,
 as currently in effect

 S-1

 3.2

 4.1

 Description
 of the Registrant's Securities

 4/1/2022

 4.1

 10.1#

 Forms
 of Restricted Stock Unit Grant Notice and Award Agreement under the Kidpik Corp. First Amended and Restated 2021 Equity Incentive
 Plan (November 2021 Officer and Director Awards)

 11/16/2021

 10.2

 10.2#

 Form
 of Stock Option Grant Notice and Stock Option Agreement under the Kidpik Corp. First Amended and Restated 2021 Equity Incentive Plan

 12/22/2021

 10.2

 10.3#

 Corp. First Amended and Restated 2021 Equity Incentive Plan

 S-1

 10.35

 10.4#

 Form
 of Director and Officer Indemnification Agreement

 11/16/2021

 10.1

 10.5

 $100,000
 Convertible Promissory Note dated August 13, 2021 between Kidpik Corp. (borrower) and Raine Silverstein & Renee Dabah, co-trustee,
 u/a/d 02/02/1997, Trust FBO Yaacov Dabah (holder)

 S-1

 10.44

 10.6

 $100,000
 Convertible Promissory Note dated August 13, 2021 between Kidpik Corp. (borrower) and Raine Silverstein & Renee Dabah, co-trustee,
 u/a/d 02/02/1997, Trust FBO Chana Dabah (holder)

 S-1

 10.51

 10.7

 First
 Amendment to Convertible Promissory Notes, dated August 25, 2021, by and between Kidpik Corp. and each of the note holders party
 thereto

 S-1

 10.53

 10.8

 $100,000
 Promissory Note effective September 18, 2021, by and between Kidpik Corp. and Sofia Dabah

 S-1

 10.56

 10.9

 $500,000
 Promissory Note effective September 23, 2021, by and between Kidpik Corp. and Ezra Dabah

 S-1

 10.57

 10.10

 $500,000
 Promissory Note effective October 8, 2021, by and between Kidpik Corp. and Ezra Dabah

 S-1/A

 10/29/2021

 10.58

 10.11

 $500,000
 Promissory Note effective October 12, 2021, by and between Kidpik Corp. and Ezra Dabah

 S-1/A

 10/29/2021

 10.59

 10.12

 $200,000
 Promissory Note effective October 22, 2021, by and between Kidpik Corp. and Ezra Dabah

 S-1/A

 10/29/2021

 10.60

 10.13

 Voting
 Agreement, dated and effective September 1, 2021 by and among Ezra Dabah, and each of Eva Yagoda, Joia Kazam, Moshe Dabah, Chana
 Rapaport, Yaacov Dabah, Gila Goodman, the Josh A. Kazam Irrevocable Grantor Trust, GMM Capital LLC, Isaac and Ivette Dabah, Sterling
 Macro Fund, the u/a/d 02/02/1997, Trust FBO Eva Dabah; the u/a/d 02/02/1997, Trust FBO Joia Kazam; the u/a/d 02/02/1997, Trust FBO
 Moshe Dabah; the u/a/d 02/02/1997, Trust FBO Chana Dabah; and the u/a/d 02/02/1997, Trust FBO Yaacov Dabah

 S-1

 10.55

 10.14

 $500,000
 Promissory Note effective October 26, 2021, by and between Kidpik Corp. and Ezra Dabah

 12/22/2021

 10.28

 10.15

 $200,000
 Promissory Note effective November 16, 2021, by and between Kidpik Corp. and Ezra Dabah

 12/22/2021

 10.29

 10.16

 First
 Amendment to Promissory Note, dated March 31, 2021, by and between Kidpik Corp. and Ezra Dabah

 4/1/2022

 10.30

 10.17

 First
 Amendment to Promissory Note, dated March 31, 2021, by and between Kidpik Corp. (borrower) and Raine Silverstein & Renee Dabah,
 co-trustee, u/a/d 02/02/1997, Trust FBO Chana Dabah (holder)

 4/1/2022

 10.31

 10.18

 First
 Amendment to Promissory Note, dated March 31, 2021, by and between Kidpik Corp. (borrower) and Raine Silverstein & Renee Dabah,
 co-trustee, u/a/d 02/02/1997, Trust FBO Yaacov Dabah (holder)

 4/1/2022

 10.32

 10.19#

 Separation
 and Release Agreement, dated July 7, 2023, by and between Kidpik Corp. and Adir Katzav

 7/7/2023

 10.1

 10.20#

 Debt
 Conversion Agreement dated September 18, 2023, by and between Kidpik Corp. and Ezra Dabah

 9/18/2023

 10.1

 10.21

 Form of Kidpik Corp. Stockholder Representation Agreement

 4/1/2024

 10.1

 14.1

 Code
 of Business Conduct and Ethics

 S-1

 14.1

 23.1*

 Consent of CohnReznick LLP

 X

 31.1*

 Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a)

 X

 31.2*

 Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a)

 X

 32.1**

 Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350

 X

 32.2**

 Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350

 X

 97.1#

 Corp. Policy for the Recovery of Erroneously Awarded Incentive-Based Compensation

 11/14/2023

 10.3

 X

 99.1

 Audit
 Committee Charter

 S-1

 99.1

 99.2

 Whistleblower
 Protection Policy

 S-1

 99.2

 101.INS

 X

 101.SCH

 X

 101.CAL

 X

 101.DEF

 X

 101.LAB

 X

 101.LAB

 X

 Cover

 X

 *
Filed herewith.

 **The
certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, are not deemed "filed" by the Registrant for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended.

 Certain schedules and exhibits have been omitted
pursuant to Item 601(b)(2)(ii) of Regulation S-K. A copy of any omitted schedule or Exhibit will be furnished supplementally to the Securities
and Exchange Commission upon request; provided, however that Kidpik Corp. may request confidential treatment pursuant to Rule 24b-2 of
the Securities Exchange Act of 1934, as amended, for any schedule or Exhibit so furnished. Certain personal information which would constitute
an unwarranted invasion of personal privacy has been redacted from this exhibit pursuant to Item 601(a)(6) of Regulation S-K.

 #
Indicates management contract or compensatory plan.

 The
Company currently has no subsidiaries and as such has not included Exhibit 21.1.

 Item
16. Form 10–K Summary.

 None.

 SIGNATURES

to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.

 KIDPIK
 CORP.

 Date:
 April 10, 2024

 By:

 /s/
 Ezra Dabah

 Name:

 Ezra
 Dabah

 Title:

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)

to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 NAME

 POSITION

 DATE

 /s/
 Ezra Dabah

 President,
 Chief Executive Officer and Chairman

 April

 Ezra
 Dabah

 (Principal
 Executive Officer)

 /s/
 Jill Pasechnick

 Chief
 Accounting Officer

 April

 Jill
 Pasechnick

 (Principal
 Financial and Accounting Officer)

 /s/
 Bart Sichel

 Director

 April

 Bart
 Sichel

 /s/
 Jill Kronenberg

 Director

 April

 Jill
 Kronenberg

 /s/
 Louis G. Schott

 Director

 April

 Louis
 G. Schott

TO FINANCIAL STATEMENTS

 Audited
Financial Statements

 Page

 Report
 of Independent Registered Public Accounting Firm

 Balance
 Sheets as of December 30, 2023 and December 31, 2022

 of Operations for the years ended December 30, 2023 and December 31, 2022

 of Changes in Stockholders' Equity for the years ended December 30, 2023 and December 31, 2022

 of Cash Flows for the years ended December 30, 2023 and December 31, 2022

 Notes
 to the Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and Stockholders

Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying balance sheets of Kidpik Corp. (the "Company") as of December 30, 2023 and December 31, 2022,
and the related statements of operations, changes in stockholders' equity and cash flows for the years then ended, and
the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 30, 2023 and December 31, 2022 and the results
of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United
States of America.

 The
Company's Ability as a Going Concern

 The
accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to
the financial statements, the Company has incurred recurring losses from its operations since inception, which raises substantial doubt
about the Company's ability to continue as a going concern. Management's evaluation of the events and conditions and management's
plans regarding these matters are also described in Note 3. The financials statements do not include any adjustments that might result
from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free from material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 We
have served as the Company's auditor since 2016.

 /s/
 CohnReznick LLP

 New
York, New York

 April

 F- 2

Corp.

 Balance
Sheets

 December
30, 2023 and December 31, 2022

 2023

 2022

 Assets

 Current
 assets

 Cash

 $
 194,515

 $
 600,595

 Restricted
 cash

 4,618

 4,618

 Accounts
 receivable

 211,739

 336,468

 4,854,641

 12,625,948

 Prepaid
 expenses and other current assets

 761,969

 1,043,095

 Total
 current assets

 6,027,482

 14,610,724

 improvements and equipment, net

 97,136

 67,957

 lease right-of-use assets

 992,396

 1,469,665

 Total
 assets

 $
 7,117,014

 $
 16,148,346

 Liabilities
 and Stockholders' Equity

 Current
 liabilities

 Accounts
 payable

 $
 1,862,266

 $
 2,153,389

 Accounts
 payable, related party

 1,868,411

 1,107,665

 Accrued
 expenses and other current liabilities

 438,034

 587,112

 lease liabilities

 281,225

 438,957

 Short-term
 debt, related party

 850,000

 2,050,000

 Total
 current liabilities

 5,299,936

 6,337,123

 lease liabilities, net of current portion

 780,244

 1,061,469

 Total
 liabilities

 6,080,180

 7,398,592

 Commitments
 and contingencies

 -

 -

 Stockholders'
 equity

 Preferred
 stock, par value $ 0.001, 25,000,000 shares authorized, of which no shares are issued and outstanding as of December 30, 2023 and
 December 31, 2022, respectively

 -

 -

 Common
 stock, par value $ 0.001, 75,000,000 shares authorized, of which 1,872,433 and 1,537,639 shares are issued and outstanding as of December
 30, 2023 and December 31, 2022, respectively

 1,872

 1,537

 Additional
 paid-in capital

 52,475,189

 50,282,662

 Accumulated
 deficit

 ( 51,440,227
)

 ( 41,534,445
)

 Total
 stockholders' equity

 1,036,834

 8,749,754

 Total
 liabilities and stockholders' equity

 $
 7,117,014

 $
 16,148,346

 The
accompanying notes are an integral part of these financial statements.

 F- 3

Corp.

of Operations

 Years
Ended December 30, 2023 and December 31, 2022

 2023

 2022

 Revenues,
 net

 $

 $

 Cost
 of goods sold

 8,228,458

 6,600,007

 Gross
 profit

 6,012,266

 9,877,977

 expenses

 and handling

 4,308,265

 4,334,928

 Payroll,
 related costs and non-cash stock-based compensation

 3,974,438

 5,276,719

 General
 and administrative

 7,586,540

 8,061,825

 Depreciation
 and amortization

 48,119

 27,914

 Total
 operating expenses

 15,917,362

 17,701,386

 loss

 ( 9,905,096
)

 ( 7,823,409
)

 Other
 (income)/expenses

 Interest
 expense

 78,646

 Other
 income

 -

 ( 286,794
)

 Total
 other (income)/expenses

 ( 208,148
)

 Loss
 before provision for income taxes

)

)

 Provision
 for income taxes

 -

 -

 Net
 loss

 $
)

 $
)

 Net
 loss per share attributable to common stockholders:

 Basic

 $
 ( 6.04
)

 $
 ( 4.97
)

 Diluted

 ( 6.04
)

 ( 4.97
)

 Weighted average
 common shares outstanding:

 Basic

 1,640,191

 1,532,498

 Diluted

 1,640,191

 1,532,498

 The
accompanying notes are an integral part of these financial statements.

 F- 4

Corp.

of Changes in Stockholders' Equity

 Years
Ended December 30, 2023 and December 31, 2022

 Shares

 Amount

 Shares

 Amount

 capital

 deficit

 Total

 Common
 Stock

 Preferred
 Stock

 Additional
 paid-in

 Accumulated

 Shares

 Amount

 Shares

 Amount

 capital

 deficit

 Total

 Balance,
 January 1, 2022

 1,523,567

 $
 1,523

 -

 $
 -

 $
 48,665,320

 $
 ( 33,919,184
)

 $
 14,747,659

 Issuance
 of common stock

 14,072

 -

 -

 ( 14
)

 -

 -

 compensation

 -

 -

 -

 -

 1,651,048

 -

 1,651,048

 Cash
 used to settle net share equity awards

 -

 -

 -

 -

 ( 33,692
)

 -

 ( 33,692
)

 Net
 loss

 -

 -

 -

 -

 -

)

)

 Balance,

 1,537,639

 1,537

 -

 -

 50,282,662

 ( 41,534,445
)

 8,749,754

 Balance

 1,537,639

 1,537

 -

 -

 50,282,662

 ( 41,534,445
)

 8,749,754

 Issuance
 of common stock

 24,034

 -

 -

 ( 24
)

 -

 -

 Conversion of debt

 310,760

 -

 -

 1,199,689

 -

 1,200,000

 compensation

 -

 -

 -

 -

 999,309

 -

 999,309

 Cash
 used to settle net share equity awards

 -

 -

 -

 -

 ( 6,447
)

 -

 ( 6,447
)

 Net
 loss

 -

 -

 -

 -

 -

)

)

 Balance,

 1,872,433

 $
 1,872

 -

 $
 -

 $
 52,475,189

 $
 ( 51,440,227
)

 $
 1,036,834

 Balance

 1,872,433

 $
 1,872

 -

 $
 -

 $
 52,475,189

 $
 ( 51,440,227
)

 $
 1,036,834

 The
accompanying notes are an integral part of these financial statements.

 F- 5

Corp.

of Cash Flows

 Years
Ended December 30, 2023 and December 31, 2022

 2023

 2022

 Cash flows from operating activities

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 48,119

 27,914

 Equity-based compensation

 999,309

 1,651,048

 Inventory write-down

 2,891,120

 -

 Bad debt expense

 301,102

 742,037

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 176,373
)

 ( 736,231
)

 4,880,187

 ( 1,007,351
)

 Prepaid expenses and other current assets

 281,126

 683,421

 Operating lease right-of-use assets and liabilities

 38,312

 30,761

 Accounts payable

 ( 291,126
)

 ( 406,972
)

 Accounts payable, related parties

 760,747

 193,957

 Accrued expenses and other current liabilities

 ( 149,075
)

 ( 213,860
)

 Net cash used in operating activities

 ( 322,334
)

 ( 6,650,537
)

 Cash flows from investing activities

 Purchases of leasehold improvements and equipment

 ( 77,299
)

 ( 48,903
)

 Net cash used in investing activities

 ( 77,299
)

 ( 48,903
)

 Cash flows from financing activities

 Net repayments from loan related party

 -

 ( 150,000
)

 Net repayments from advance payable

 -

 ( 932,155
)

 Cash used to settle net share equity awards

 ( 6,447
)

 ( 33,692
)

 Net cash used in financing activities

 ( 6,447
)

 ( 1,115,847
)

 Net decrease in cash

 ( 406,080
)

 ( 7,815,287
)

 Cash and restricted cash, beginning of year

 605,213

 8,420,500

 Cash and restricted cash, end of year

 $
 199,133

 $
 605,213

 Supplemental disclosure of cash flow data:

 Interest paid

 $
 -

 $
 38,607

 Taxes paid

 $
 -

 $
 -

 Supplemental disclosure of noncash investing and financing activities:

 Record right-of-use asset and operating lease liabilities

 $
 -

 $
 1,857,925

 Conversion of shareholder debt

 $
 1,200,000

 $
 -

 The
accompanying notes are an integral part of these financial statements.

 F- 6

Corp.

 Notes
to the Financial Statements

 Years
Ended December 30, 2023 and December 31, 2022

 NOTE 1: NATURE OF BUSINESS

Corp. (the "Company", "we", "our" or "us") was incorporated on April 16, 2015 under the
laws of Delaware. The Company is a subscription-based e-commerce business geared toward kid products for girls' and boys'
apparel, footwear, and accessories. The Company serves its customers through the clothing subscription box business, its retail website,
 www.kidpik.com and 3 rd party websites. The Company commenced operations in March 2016 and its executive office is located
in New York.

 On March 29, 2024, Kidpik and Nina Footwear Corp. ("Nina
Footwear"), a private company operating a brand specializing in women's and kids dress shoes and accessories for special occasions,
entered into a definitive merger agreement. Mr. Ezra Dabah, the Company's Chief Executive
Officer and Chairman and his children (including Moshe Dabah, the Company's Vice President, Chief Operating Officer and Chief Technology
Officer, and Secretary) own approximately 79.3 % of Nina Footwear, and Mr. Dabah and his extended family own 100 % of Nina Footwear.
The Board of Directors of both companies have approved the all-stock transaction. The combined company will operate as Nina Holdings Corp.,
with the transactions anticipated to close in the 3 rd quarter of 2024. As a result of the transaction, the stockholders of
Nina Footwear will receive 80% of the outstanding stock of the combined company.

 NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of accounting: The accompanying financial statements are presented in conformity with accounting principles generally accepted in
the United States of America ("US GAAP").

 Fiscal
year: The Company uses a 52-53 week fiscal year ending on the Saturday nearest to December 31 each year. The years ended December
30, 2023 and December 31, 2022 were 52-week years, respectively. These years are referred to herein as "2023" and "FYE
2023" and "2022" and "2022 FYE", respectively.

 Use
of estimates: The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions
that affect the reporting values of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the reporting period. The more significant estimates and assumptions
are those used in determining the recoverability of long-lived assets and inventory obsolescence. Accordingly, actual results could differ
from those estimates.

 Emerging
growth company: The Company is an "emerging growth company," as defined in Section 2(a) of the Securities Act, as modified
by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"), and it may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies that are not emerging growth companies. Section 102(b)(1)
of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until
private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class
of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards.

 Accounting
standards adopted: In June 2016, the FASB issued ASU 2016-13, Financial Instruments — Credit Losses,
which replaces the incurred loss impairment methodology for financial instruments in current U.S. GAAP with a methodology that
reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform
credit loss estimates. The FASB has issued ASU 2019-10 which has resulted in the postponement of the effective date of the new
guidance for eligible smaller reporting companies to the fiscal year beginning January 1, 2023. The guidance must be adopted using a
modified retrospective approach and a prospective transition approach is required for debt securities for which an
other-than-temporary impairment had been recognized before the effective date. The adoption of this guidance did not have a material
impact on the Company's financial position, results of operations and related disclosures.

 Accounting standards issued but not yet adopted: In November 2023, the Financial Accounting Standards Board ('FASB") issued
Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure,
to require a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and to provide
in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.
Public entities. Public entities with a single reportable segment are required to provide the new disclosures and all the disclosures
required under ASC 280. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, on a retrospective basis. Early adoption is permitted. We are currently evaluating the impact
of this ASU on our financial statements and expect that adoption of ASU 2023-07 will lead to additional segment disclosures in our annual
financial statements for 2024 and subsequently reported annual and interim periods.

 Concentration
of credit risk: Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash, restricted
cash and accounts receivable. We maintain our cash and restricted cash with high-quality financial institutions with investment-grade
ratings. Although the Company's cash balance held with a U.S. bank may exceed the amount of federal insurance provided on such
deposits, the Company has not experienced any losses in such accounts. The Company is exposed to credit risk in the event of a default
by the financial institution holding its cash for the amount reflected on the balance sheets. A majority of the cash balances are with
U.S. banks and are insured to the extent defined by the Federal Deposit Insurance Corporation ("FDIC").

 F- 7

 Net
loss per common share: The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share.
Net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during
the period. Diluted earnings per share reflects the impact of stock options and restricted stock
units, if any, under the treasury stock method unless their impact is anti-dilutive.

recognition: The Company recognizes revenue from three sources; its subscription box sales, 3rd party website sales and kidpik's
online website sales. Revenue is gross billings net of promotional discounts, actual customer credits and refunds as well as customer
credits and refunds expected to be issued, and sales tax. Customers are charged for subscription merchandise which is not returned, or
which is accepted and are charged for general merchandise (non-subscription) when they purchase such merchandise. Customers can receive
a refund on returned merchandise for which return shipping is a cost to the Company.

for subscription box sales is recognized when control of the promised goods is transferred and accepted by the subscriber. Subscribers
have a maximum of 10 days from the date the product is delivered to return any items in the pre-paid delivery bag. Control is transferred
either when a subscriber checks out or automatically ten days after the goods are delivered, whichever occurs first. Upon checkout or
the 10-day period, the amount of the order not returned is recognized as revenue. Payment is due upon checkout or the end of the 10-day
period after the goods are delivered, whichever occurs first. Starting on August 24, 2021 and ending January 6, 2022, we
charged new subscribers an upfront styling fee before the box is shipped that is credited toward items purchased. The styling fees are
included in deferred revenue until the time of client checkout or when the option to purchase the item expires.

from online website sales, which includes sales from our and 3 rd party websites (currently Amazon and Walmart, are recognized
when control of the promised goods are transferred to the Company's customers, in an amount that depicts the consideration the
Company expects to be entitled to in exchange for those goods. Control is transferred at the time of shipment. Upon shipment, the total
amount of the order is recognized as revenue. Payment for online website sales is due upon time of order.

 The
provision for anticipated sales returns consists of both contractual return rights and discretionary authorized returns.

 Estimates
of discretionary authorized returns for sales other than subscription sales, discounts and claims are based on (1) historical rates,
(2) specific identification of outstanding returns not yet received from customers and outstanding discounts and claims and (3) estimated
returns, discounts and claims expected, but not yet finalized with customers. Actual returns, discounts and claims in any future period
are inherently uncertain and thus may differ from estimates recorded. If actual or expected future returns, discounts or claims were
significantly greater or lower than reserves established, a reduction or increase to net revenue would be recorded in the period in which
such determination was made.

and handling costs associated with outbound freight fulfillment before control over a product has transferred to a customer are accounted
for as a shipping and handling cost in the statements of operations.

 Taxes
assessed by governmental authorities that are both imposed on and concurrent with a specific revenue producing transaction and are collected
by the Company from a customer are excluded from revenue and cost of goods sold in the statements of operations.

 F- 8

 Inventory:
Inventory, consisting primarily of finished goods, is valued at the lower of cost or net realizable value using the weighted average
cost method. In addition, the Company capitalizes freight, duty and other supply chain costs in inventory. The Company has recorded a
reserve of approximately $ 2.9 million against inventory, which is used to offset the costs of selling and disposing units below cost.
These costs are included in the cost of sales as inventory is sold.

improvements and equipment: Leasehold improvements and equipment are recorded at cost. Depreciation for equipment is computed using
the straight-line method over the estimated useful life of the assets ranging from three to five years. Leasehold improvements are amortized
over the shorter of the term of the lease or the life of the improvement on a straight-line method. Expenditures that extend the useful
lives of the equipment are capitalized. Expenditure for the repairs and maintenance are charged to expense as incurred. The gain or loss
arising on the disposal or retirement of an asset is determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognized in operations.

 Impairment
of long-lived assets: The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate
that the carrying amount of an asset may not be recoverable. In performing a review for impairment, the Company compares the carrying
value of the assets with their estimated future undiscounted pre-tax cash flows. If it is determined that impairment has occurred, the
loss would be recognized during that period. The impairment loss is calculated as the difference between the assets' carrying value
and the present value of estimated net cash flows or comparable market values, giving consideration to recent operating performance and
pricing trends. As a result of its review, the Company does not believe that any material impairment currently exists related to its
long-lived assets.

 Income
taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities
are recognized with respect to the future tax consequences attributable to differences between the tax bases of assets and liabilities
and their carrying amounts for financial statement purposes. Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rate is recognized in the period that includes the enactment date. Valuation
allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 The
Company applies US GAAP on accounting for uncertainty in income taxes. If the Company considers that a tax position is more likely than
not of being sustained upon audit, based solely on the technical merits of the position, it recognizes the tax benefit. The Company measures
the tax benefit by determining the amount that is greater than 50% likely of being realized upon settlement, presuming the tax position
is examined by the appropriate taxing authority that has full knowledge of relevant information.

 The
Company has no unrecognized tax benefits at December 30, 2023 and December 31, 2022. The Company's federal, state and local income
tax returns prior to fiscal years 2019 are closed and management continually evaluates expiring statutes of limitations, audits, proposed
settlements, changes in tax law and new authoritative rulings.

 The
Company recognizes interest and penalties associated with tax matters, if any, as part of operating expenses and includes accrued interest
and penalties with accrued expenses in the balance sheets.

compensation: We measure equity-based compensation expense associated with the awards granted based on their estimated fair values
at the grant date. For awards with service condition only, equity-based compensation expense is recognized over the requisite service
period using the straight-line method. The grant-date fair value of stock options is estimated using the Black-Scholes option pricing
model. Forfeitures are recorded as they occur. See Note 11, Equity-based compensation, for additional details.

 Segment
information: The Company has one operating segment and one reportable segment as its chief operating decision maker, who is its Chief
Executive Officer, reviews financial information on a consolidated basis for purposes of allocating resources and evaluating financial
performance. All long-lived assets are located in the United States.

 F- 9

 NOTE 3: LIQUIDITY AND GOING CONCERN

 The
Company has sustained losses from operations since inception, negative operating cash flows and an accumulated deficit of $ 51,440,227
as of December 30, 2023. The Company will continue to incur substantial operating expenses in the foreseeable future as the Company continues
to invest in attracting new customers, expanding its product offerings and enhancing technology and infrastructure. These efforts may
prove more expensive than the Company anticipates, and the Company may not succeed in increasing revenue and margins sufficiently to
offset these expenses. Accordingly, the Company may not be able to achieve profitability, and the Company may incur significant losses
for the foreseeable future.

 To
support the Company's existing operations or any future expansion of business, including the ability to execute the Company's
growth strategy, the Company must have sufficient capital to continue to make investments and fund operations. Management has plans to
pursue an aggressive growth strategy for the expansion of operations through increased marketing to attract new members and refine the
marketing strategy to strategically prioritize customer acquisition channels that management believes will be more successful at attracting
new customers and members.

 The
Company's ability to continue its operations is dependent upon obtaining new financing for its ongoing operations. To manage operating
cash flows in the near term, the Company has ceased purchasing new inventory and if available, may enter into cash advance or other financing
arrangement. Future financing options available to the Company include equity financings, debt financings or other capital sources, including
collaborations with other companies or other strategic transactions to fund existing operations and execute management's growth
strategy. Equity financings may include sales of common stock. Such financing may not be available on terms favorable to the Company
or at all. The terms of any financing may adversely affect the holdings or rights of the Company's stockholders and may cause significant
dilution to existing stockholders. Although management continues to pursue these plans, there is no assurance that the Company will be
successful in obtaining sufficient funding on terms acceptable to the Company to fund continued operations, if at all, which would have
a material adverse effect on its business, financial condition and results of operations, and it could ultimately be forced to discontinue
its operations and liquidate. These matters, when considered in the aggregate, raise substantial doubt about the Company's ability
to continue as a going concern for a reasonable period of time, which is defined as within one year after the date that the annual financial
statements are issued. The accompanying financial
statements do not contain any adjustments to reflect the possible future effects on the classification of assets or the amounts and classification
of liabilities that might result from the outcome of this uncertainty.

 NOTE 4: INVENTORY

consists of the following:

 SCHEDULE OF INVENTORIES

 2023

 2022

 Finished
 goods

 $
 4,854,641

 $
 12,625,948

 Total

 $
 4,854,641

 $
 12,625,948

 F- 10

 NOTE 5: LEASEHOLD IMPROVEMENTS AND EQUIPMENT

improvements and equipment consist of the following:

 SUMMARY OF LEASEHOLD IMPROVEMENTS AND EQUIPMENT

 2023

 2022

 Computer
 equipment

 $
 120,459

 $
 117,841

 Furniture
 and fixtures

 185,290

 174,504

 improvements

 139,121

 65,523

 Machinery
 and equipment

 32,666

 42,369

 Total
 cost

 477,536

 400,237

 Leasehold improvements and equipment, gross
 cost

 477,536

 400,237

 Accumulated
 depreciation

 ( 380,400
)

 ( 332,280
)

 improvements and equipment, net

 $
 97,136

 $
 67,957

 Depreciation
expense amounted to $ 48,119 and $ 27,914 for the fiscal years ended 2023 and 2022, respectively.

 NOTE 6: LEASES

 The
Company accounts for its leases in accordance with ASC 842 using the modified retrospective transition effective date method. As part
of that adoption, we have elected the package of three practical expedients, which includes the following: an entity may elect not to
reassess whether expired or existing contracts contain a lease under the revised definition of a lease; an entity may elect not to reassess
the lease classification for expired or existing leases; and an entity may elect not to reassess whether previously capitalized initial
direct costs would qualify for capitalization. The Company has elected not to utilize the hindsight expedient in determining the lease
term, and to not record leases with an initial term of 12 months or less on our balance sheet. Additionally, the Company has elected
to account for lease components and non-lease components as a single lease component for all asset classes. Lease expense is recognized
over the expected term on a straight-line basis.

 The
Company entered into a sub-lease agreement for warehouse space from a related party on April 1, 2021. The Company pays 33.3 % of the related
party's fixed monthly rent. The lease expired on September 30, 2023. The minimum lease payments amount to $ 191,106 for the year
ended December 30, 2023, and $ 249,237 for the year ended December 31, 2022.

 On
June 27, 2022, the Company together with a related party, entered into a new agreement to extend the lease agreement with a third party
for the office space. The Company will pay 50 % of the total monthly rent, including contingent rental expenses. The lease is set to expire
on April 30, 2027, with an average monthly rent of $ 29,259.

 The
discount rate used in the calculation of the lease liability ranged from 6 % to 7 %, which is based on our estimate of the rate of interest
that we could have to pay to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar
economic environment as the lease does not provide an implicit rate.

 As
of December 30, 2023, the remaining lease term was 3.3 years and incremental borrowing rate was 7.00 %.

 The
amortization expense associated with the operating lease right-of-use of assets for the years ended December 30, 2023 and December 31,
2022, amounted to $ 477,269 and $ 537,120, respectively.

 F- 11

 The
table below includes the balances of operating lease right-of-use assets and operating lease liabilities as of December 30, 2023:

 SCHEDULE OF OPERATING LEASE RIGHT OF USE OF ASSET AND LIABILITIES

 December
 30, 2023

 Assets

 lease right-of-use assets, net

 $
 992,396

 Liabilities

 lease liabilities – current

 $
 281,225

 lease liabilities – non-current

 780,244

 Total
 Lease Liabilities

 $
 1,061,469

 The
maturities of our operating lease liabilities as of December 30, 2023, are as follows:

 SCHEDULE OF MATURITIES OF LEASE LIABILITIES FOR OPERATING LEASES

 Maturity
 of Operating Lease Liabilities

 2024

 $
 346,698

 2025

 357,099

 2026

 367,812

 2027

 123,806

 Total
 lease payments

 1,195,415

 Less:
 imputed interest

 ( 133,946
)

 Present
 value of lease liabilities

 $
 1,061,469

 NOTE 7: RELATED PARTY TRANSACTIONS

 In
the normal course of business, the Company made purchases from related parties for merchandise and shared services which amounted to
($ 67,939) and $ 10,484 for the years ended December 30, 2023 and December 31, 2022, respectively.

 In
addition, a related party performs certain management services for the Company pursuant to a management services agreement. For these
services, the Company was to pay a monthly management fee equal to 0.75 % of the Company's net sales collections. Management fees
amounted to $ 98,055 and $ 110,836 for the fiscal years 2023 and 2022, respectively, and are included in general and administrative expenses.

 In
addition, the Company is using a related party to run its Amazon Marketplace site. The consulting fees for this service amounted to $ 69,787
and $ 115,231 for the years ended December 30, 2023 and December 31, 2022, respectively. The consulting fees are included in general and
administrative expenses in the annual statements of operations.

 The
Company entered into a new revocable monthly sub-lease agreement for office space from a related party on January 1, 2022. The Company
will pay 50 % of the related party's fixed monthly rent, including contingent rental expenses. For 2022, related party office rent
amounted to $ 330,000, and for 2023, amounted to $ 330,000, and is included in general and administrative expenses. On June 27, 2022, the
parties signed a new lease agreement with a third party, see Note 6.

 The
Company entered into a new sub-lease agreement for warehouse space from a related party on April 1, 2021. The Company will pay 33.3 %
of the related party's fixed monthly rent. The lease expired on September 30, 2023. The warehouse sub-lease has been extended until
March 31, 2024.

 The
Company entered into a new sub-lease agreement for warehouse space in Texas from a related party on March 26, 2024. The Company will
pay 26 % of the related party's fixed monthly rent which amounts to $ 16,696 per month.

 As
of December 30, 2023 and December 31, 2022, there was $ 1,868,411 and $ 1,107,665 due to related parties, respectively.

 See
Note 8 for a description of short-term debt from affiliated entities under common control and from stockholders.

 F- 12

 NOTE 8: SHORT-TERM DEBT

 On
August 13, 2021, the Company entered into two unsecured convertible promissory notes with stockholders in the aggregate amount of $ 200,000.
 Each of the convertible notes were payable on January 15, 2022 and were automatically convertible into shares of the Company's
common stock at a conversion price equal to the per share price of the next equity funding completed by the Company in an amount of at
least $2,000,000 and requires the repayment of 110% of such convertible note amount upon a sale of the Company (including a change of
50% or more of the voting shares). On August 25, 2021, the parties agreed to amend the previously convertible notes to remove the conversion
rights provided for therein and clarify that no interest accrues on the convertible notes. On March 31, 2022, and effective on January
15, 2022, the parties amended the notes to be payable on demand.

 In
September, October and November 2021, the Company borrowed $ 2,500,000 from a stockholder. The notes are unsecured, noninterest-bearing
and the principal was due on January 15, 2022, or was due at the rate of 110 % of such note amount, upon a sale of the Company (including
a change of 50 % or more of the voting shares). On December 27, 2021, the Company paid $ 500,000 of the outstanding loan amounts. On March
31, 2022, and effective on January 15, 2022, the parties amended the notes to be payable on demand. On July 2, 2022, the Company paid
$ 150,000 of the outstanding loan amounts.

 On
September 18, 2023, the Company entered into a Debt Conversion agreement with Ezra Dabah, the holder of the September, October and November
2021 notes, the Chief Executive Officer and Chairman of the Company. The Company and Mr. Dabah agreed to convert an aggregate of $ 1,200,000
of principal owed by the Company under the September 2021 note and part of the October 2021 note, into an aggregate of 310,760 shares
of restricted common stock of the Company. The conversion price was equal to $ 3.8615 per share, which was above the closing consolidated
bid price of the Company's common stock on the date the Debt Conversion Agreement was entered into. Pursuant to the Debt Conversion
Agreement, which included customary representations and warranties of the parties, the stockholder agreed that the shares of common stock
issuable in connection therewith were in full and complete satisfaction of the amounts owed under the converted notes.

 NOTE 9: NET LOSS PER COMMON SHARE

 The
computation of basic net loss per share is based on the weighted average number of common shares outstanding for the years ended December
30, 2023 and December 31, 2022. Diluted net loss per share gives effect to stock options and restricted stock units using the treasury
stock method, unless the impact is anti-dilutive. Diluted net loss per share for the year ended December 30, 2023 does not include 57,200
stock options and 35,200 restricted stock units as their effect was anti-dilutive.

 SCHEDULE OF WEIGHTED AVERAGE NUMBER OF SHARES

 2023

 2022

 Net
 loss

 $
)

 $
)

 Weighted Average
 Shares – Basic

 1,640,191

 1,532,498

 Dilutive
 effect of stock options and restricted stock units

 -

 -

 Weighted
 Average Shares – Diluted

 1,640,191

 1,532,498

 Basic
 net loss per share

 ( 6.04
)

 ( 4.97
)

 Diluted
 net loss per share

 ( 6.04
)

 ( 4.97
)

 NOTE 10: STOCKHOLDERS' EQUITY

 On
May 10, 2021, the Company filed an amended and restated Certificate of Incorporation which authorized 75,000,000 shares of common stock
having a par value of $ 0.001 per share and 25,000,000 shares of preferred stock having a par value of $ 0.001 per share. All shares of
common stock shall be of the same class and have equal rights, powers and privileges. The preferred stock may be issued from time to
time in one or more series and each issued series may have full or limited designations, preferences, participating, special rights and
limitations as adopted by the Board of Directors. In conjunction with this amendment, the Company completed a forward split of existing
common stock whereby each one share of common stock was automatically split up and converted into 671 shares of common stock. The statements
of changes in stockholders' equity were restated to retroactively incorporate this stock split.

 F- 13

 On
May 12, 2021, the Company and each then stockholder of the Company, other than one minority stockholder holding 29,524 shares or 2.7 %
of the Company's then outstanding common stock, entered into a Covenant Termination and Release Agreement, whereby each executing
stockholder, in consideration for $ 10, agreed to terminate any and all preemptive rights, anti-dilutive rights, tag-along, drag-along
or other special stockholder rights which they held as a result of the terms of any prior Investment Agreements or Conversion Agreements,
and release the Company from any and all liability or obligations in connection with any such special stockholder rights.

 The
Reverse Stock Split was effective on March 7, 2024, at which time every five (5) shares of issued and outstanding common stock were converted
into one (1) share of issued and outstanding common stock, and the total outstanding shares of common stock were reduced from approximately
 9.5 million to approximately 1.9 million, without giving effect to any rounding up of fractional shares. Because the Certificate of Amendment
did not reduce the number of authorized shares of our common stock, the effect of the Reverse Stock Split was to increase the number
of shares of our common stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split
did not alter the par value of our common stock or modify any voting rights or other terms of our common stock.

 The
Reverse Stock Split has been retroactively reflected throughout this report.

 NOTE 11: EQUITY-BASED COMPENSATION

 On
May 9, 2021, the Board of Directors and majority stockholders adopted an Equity Incentive Plan which provides an opportunity for any
employee, officer, director or consultant of the Company to receive incentive stock options, nonqualified stock options, restricted stock,
stock awards, shares in performance of services or any combination of the foregoing.

 On
September 30, 2021, the Board of Directors and majority stockholders of the Company amended and restated its 2021 Equity Incentive Plan
(as amended and restated, the "2021 Plan"). The 2021 Plan provides for the grant of incentive stock options, or ISOs, within
the meaning of Section 422 of the Internal Revenue Code, to our employees, and for the grant of nonstatutory stock options, or NSOs,
stock appreciation rights, restricted stock awards, restricted stock unit awards (RSU awards), performance awards and other forms of
awards to our employees, directors and consultants and any of our affiliates' employees and consultants. A total of 520,000 shares
of the Company's common stock were initially reserved for issuance under the 2021 Plan and the number of reserved shares increases
on April 1 st of each year thereafter in an amount equal to the lesser of (A) five percent ( 5 %) of the total shares of common
stock of the Company outstanding on the last day of the immediately preceding fiscal year; and (B) 300,000 shares of common stock; provided,
however, that the Board of Directors may act prior to April 1 of a given year to provide that the increase for such year will be a lesser
number of shares of common stock (the "Share Limit"), also known as an "evergreen" provision. As of the date
of this filing, a total of 673,060 shares of the Company's common stock are available for awards under the 2021 Plan, without taking
into account previously issued awards.

 On
November 10, 2021, prior to the pricing of the IPO, the Company granted (a) options to purchase an aggregate of 96,000 shares
of our common stock at an exercise price of $ 42.50 per
share, to certain employees and consultants of the Company in consideration for services rendered and to be rendered through May
2024; (b) 50,800 restricted
stock units, to certain executive officers; and (c) 2,000 restricted
stock units to a board of director member. Such options and restricted stock units vested 1/3 on May 15, 2022 (six months from the
closing of the Company's IPO); and continue to vest (to the extent not forfeited) (i) 1/3 on May 15, 2023 (18 months from the
closing of the IPO); and (ii) 1/3 on May 15, 2024 (30 months from the closing date of the IPO). The options each have a term of five
years. On May 15, 2022, 17,600 restricted
stock units were vested of which 14,072 common
stocks were issued and 3,528 were
forfeited and cancelled to settle tax liability on the vested shares. On May 15, 2023, 17,600 restricted stock units were
vested of which 16,304 shares of common stock were issued and 1,296 were forfeited and cancelled to settle tax liability on the
vested shares. On July 21, 2023, 8,467 restricted stock units were vested of which 7,730 shares were issued and 737 were
forfeited and cancelled to settle tax liability on the vested shares, in connection with a separation agreement entered into with
the Company's former Chief Financial Officer.

 F- 14

 In
determining the fair value of the stock-based awards, we used the Black-Scholes option-pricing model and assumptions discussed below.
Each of these inputs is subjective and generally requires significant judgment. Expected Term - The expected term represents the
period that our stock options are expected to be outstanding and is determined using the simplified method (generally calculated as the
mid-point between the vesting date and the end of the contractual term). Expected Volatility - The expected volatility was estimated
based on the average volatility for publicly traded companies that we considered comparable, over a period equal to the expected term
of the stock option grants. Risk-Free Interest Rate - The risk-free interest rate is based on the U.S. Treasury zero coupon notes
in effect at the time of grant for periods corresponding with the expected term of the option. Expected Dividend - We have not
paid dividends on our common stock and do not anticipate paying dividends on our common stock; therefore, we use an expected dividend
yield of zero.

 The
fair value of each option we issued on November 10, 2021 was $ 15.80. The weighted average assumptions used included a risk-free interest
rate of 0.88 %, an expected stock price volatility factor of 52.4 % and a dividend rate of 0 %. The fair value of each restricted stock
unit ("RSU") we issued on November 10, 2021 was $ 42.50.

 A
summary of the Company's time-based stock option activity under the 2021 Plan was as follows:

 SCHEDULE OF COMPANY'S TIME BASED STOCK OPTION ACTIVITY

 Number
 of
 Options

 Weighted
 Average
 Exercise
 Price

 Unvested
 options as of December 31, 2022

 57,200

 $
 42.50

 Granted

 -

 -

 Vested

 -

 42.50

 Forfeited/repurchased

 ( 22,400
)

 -

 Unvested
 option as of December 30, 2023

 34,800

 $
 42.50

 As
of December 30, 2023, there was $ 1.0 million of total unrecognized compensation cost related to unvested options and RSUs granted under
the 2021 Plan, which is expected to be recognized over a weighted average service period of 1.4 years. The Company records the impact
of any forfeitures of options as they occur.

 Amortization
of this charge, which is included in non-cash compensation expense, for the years ended December 30, 2023 and December 31, 2022, was
$ 999,309 and $ 1,651,048, respectively. The non-cash compensation expense is included as part of payroll expense.

 NOTE 12: RISK CONCENTRATION AND UNCERTAINTIES

 The
Company uses various vendors for purchases of inventory. For the year ended December 30, 2023, three vendors accounted for approximately
 81 % of inventory purchases. As of December 30, 2023, there was no outstanding amount due
to these vendors. For the year ended December 31, 2022, two vendors accounted for approximately 48 % of inventory purchases. As
of December 31, 2022, none was due to these vendors.

 Concentrations
of credit risk with respect to accounts receivable are limited due to the large number of customers comprising the Company's customer
base. In addition, the Company reviews receivables and recognizes bad debt on a monthly basis for accounts that are deemed uncollectible.

 F- 15

 NOTE 13: INCOME TAXES

 The
Company's income tax provision consists of the following:

 SCHEDULE OF PROVISION FOR INCOME TAXES

 2023

 2022

 Current

 Federal

 $
 -

 $
 -

 State

 -

 -

 Total
 current

 -

 -

 Deferred
 benefit

 Federal

 2,080,214

 1,678,546

 State

 674,886

 570,172

 Total
 deferred

 2,755,100

 2,248,718

 Change
 in valuation allowance

 ( 2,755,100
)

 ( 2,248,718
)

 Provision
 for income taxes

 $
 -

 $
 -

 In
assessing the realizability of deferred tax assets, the Company considers whether it is more-likely-than-not that some portion or all
the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which the temporary differences representing net future deductible amounts become deductible. After
consideration of all the evidence, both positive and negative, the Company has recorded a full valuation allowance against their net
deferred tax assets at December 30, 2023, because the Company has concluded that it is more-likely-than-not that these assets will not
be realized.

 A
reconciliation of the statutory tax rates to the Company's effective tax rate is as follows:

 SCHEDULE OF EFFECTIVE INCOME TAX RATE RECONCILIATION

 2023

 2022

 Federal
 statutory rate

 21.0
 %

 21.00
 %

 State
 statutory rate

 6.95
 %

 6.99
 %

 Total
 statutory tax rate

 27.95
 %

 27.99
 %

 Valuation
 allowance

 ( 27.95
)%

 ( 27.99
)%

 Effective
 tax rate

 %

 %

 The
Company's significant components of deferred tax assets and liabilities are as follows:

 SCHEDULE OF COMPONENTS OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Deferred
 tax assets

 NOL
 carryforwards

 $
 10,618,985

 $
 9,052,182

 valuation

 892,125

 84,174

 Charity
 carryforwards

 143,735

 131,117

 compensation

 829,376

 552,642

 Total
 deferred tax assets

 12,484,221

 9,820,115

 Valuation
 allowance

 ( 12,484,221
)

 ( 9,820,115
)

 Net
 deferred tax assets

 $
 -

 $
 -

 The
CARES Act, among other things, permits net operating loss ("NOL") carryovers and carrybacks to offset 100 % of taxable income
for taxable years beginning before 2021 and allows carryovers indefinitely until exhausted. The Company's net operating loss carryforward
totaled approximately $ 38.0 million and $ 32.3 million for the years ended December 30, 2023 and December 31, 2022, respectively. These
net operating loss carryforwards can be carried forward indefinitely for Federal purposes and through 2039 for state purposes.

 NOTE 14: REVENUE DISCLOSURES

 The
Company's revenue is disaggregated based on the following categories:

 SCHEDULE OF DISAGGREGATION OF REVENUES, NET

 2023

 2022

 Subscription
 boxes

 $
 10,428,319

 $
 12,861,293

 Online
 website sales

 2,040,797

 1,445,833

 3 rd
 party websites

 1,771,608

 2,170,858

 Total

 $

 $

 $

 $

 NOTE 15: RECONCILIATION OF CASH AND RESTRICTED CASH

 The
Company's reconciliation of cash and restricted cash is as follows:

 SCHEDULE OF RECONCILIATION OF CASH AND RESTRICTED CASH

 2023

 2022

 Cash

 $
 194,515

 $
 600,595

 Restricted
 cash

 4,618

 4,618

 Total

 $
 199,133

 $
 605,213

 F- 16