true FY 0001861522

 0001861522

 2023-01-01
 2023-12-30

 0001861522

 2023-06-30

 0001861522

 2024-04-10

 PIK:Segment

 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM
 10-K/A

 (Amendment
No. 1)

 (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

 Kidpik
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 firm 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 included 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

 None.

 Audit
 Firm ID

 Auditor
 Name:

 Auditor
 Location:

 CohnReznick LLP

 New
 York

 Explanatory
Note

 On
April 10, 2024, Kidpik Corp. (" Kidpik," the " Company," " we," " us,"
or " our ") filed its Annual Report on Form 10-K for the fiscal year ended December 30, 2023 (the " Original
Form 10-K ") with the U.S. Securities and Exchange Commission (the " SEC "). The Original Form 10-K omitted
certain disclosures under Part III, Items 10, 11, 12, 13 and 14 of Form 10-K in reliance on General Instruction G(3) to Form 10-K, which
provides that such information may be either incorporated by reference from the registrant's definitive proxy statement or included
in an amendment to Form 10-K, in either case filed with the SEC not later than 120 days after the end of the fiscal year.

 We
currently do not expect to file our definitive proxy statement for the 2024 annual meeting of our stockholders within 120 days of December
30, 2023. Accordingly, we are filing this Amendment No. 1 to the Original Form 10-K (this " Amendment No. 1 ") solely
to:

 amend
 Part III, Items 10 ( Directors, Executive Officers and Corporate Governance), 11 ( Executive Compensation), 12 ( Security
 Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), 13 ( Certain Relationships and Related
 Transactions, and Director Independence) and 14 ( Principal Accountant Fees and Services) of the Original Form 10-K to
 include the information required to be disclosed under such Items;

 delete
 the reference on the cover of the Original Form 10-K regarding the incorporation by reference into Part III of the Original Form
 10-K of portions of our definitive proxy statement to be delivered to stockholders and filed with the SEC in connection with the
 2024 annual meeting of our stockholders; and

 file
 new certifications of our principal executive officer and principal financial officer as exhibits to this Amendment under Item 15
 of Part IV hereof, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the " Exchange Act ").

 This
Amendment No. 1 does not otherwise change or update any of the disclosures set forth in the Original Form 10-K, and, except as expressly
stated herein, does not reflect events occurring after the filing of the Original Form 10-K. This Amendment No. 1 modifies and amends
the Original Form 10-K, and should be read in conjunction with the Original Form 10-K. References to "this Annual Report"
contained in this Amendment No. 1 refer to the Original Form 10-K, as modified and amended by this Amendment No. 1. Capitalized terms
not otherwise defined in this Amendment No. 1 have the meanings given to them in the Original Form 10-K.

 TABLE
OF CONTENTS

 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, FINANCIAL STATEMENTS AND SCHEDULES

 SIGNATURES

 ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

 Executive
Officers

 The
following table sets forth certain information, including ages as of April 2024, of our executive officers:

 General

 Officers
hold their positions at the pleasure of the Board of Directors, absent any employment agreement. Our officers may receive compensation
as determined by us from time to time by vote of the Board of Directors. Such compensation might be in the form of stock options, restricted
stock units or other form of equity compensation.

 Our
named executive officers are:

 Name

 Position

 Age

 Ezra
 Dabah

 Chairman,
 President and Chief Executive Officer

 Moshe
 Dabah

 Vice
 President, Chief Operating Officer and Chief Technology Officer, and Secretary

 Jill
 Pasechnick

 Chief
 Accounting Officer

 Business
Experience

 The
following is a brief description of the education and business experience of our executive officers.

 Ezra
Dabah – Chairman, President and Chief Executive Officer

 Ezra
Dabah, has served as the Chief Executive Officer and director of the Company since April 2015 and as Chairman since October 2021.
Mr. Dabah has also served since 2012 as the Chief Executive Officer and member of the Board of Directors of Nina Footwear Corp., a wholesaler
of women's and kids' shoes and accessories (" Nina Footwear "). Mr. Dabah and his children own 79.3% of
Nina Footwear, and Mr. Dabah and his extended family own 100% of Nina Footwear. From 2013 to June 2015, Mr. Dabah served as the Chief
Executive Officer of Ezrani 2 Corp. d/b/a RUUM American Kid's Wear (" RUUM "), a company which owned and operated
childrenswear specialty retail stores. Mr. Dabah purchased this business from American Eagle Outfitters Inc (NYSE: AEO) and rebranded
the stores and business from 77 kids by American Eagle to RUUM American kids wear. Ezrani 2 Corp., voluntarily filed for Chapter 7 bankruptcy
on June 18, 2015, while Mr. Dabah was its Chief Executive Officer, which bankruptcy was closed in August 2018. Mr. Dabah has over 45
years of experience in apparel wholesale and retail operations. From 1972 to 1993, he was a director and an executive officer of The
Gitano Group, Inc. (NYSE:GIT)(" Gitano "), where he managed product design, merchandising, and procurement. In 1984,
he founded and became president of E.J. Gitano, a children's apparel division of Gitano. In 1991, Mr. Dabah joined The Children's
Place Retail Stores, Inc. (NASDAQ:PLCE) as its Chairman and CEO, leading the company's turnaround and repositioning it from a store
that sold discounted brands to a single vertically integrated brand that has stores, taking it public in 1997. In November 2004, The
Children's Place purchased The Disney Stores (300+ stores) from the Walt Disney Co (NYSE: DIS). Under Mr. Dabah's leadership
the store count grew from approximately 150 in 1990 to almost 1,200 and sales reached $2 billion by the end of 2006. Mr. Dabah resigned
from The Children's Place as its Chief Executive in September 2007. Between 2007 and 2012, Mr. Dabah developed Ahhmigo, a natural
and organic energy drink with patented ingredients dispensing cap technology. We believe that Mr. Dabah's extensive experience
in apparel and retail operations and his prior service as a Chief Executive Officer of a public company (The Children's Place Retail
Stores, Inc.), make him well qualified to serve as a member of the Board of Directors.

 Moshe
Dabah – Vice President, Chief Operating Officer, Chief Technology Officer and Secretary

 Mr.
Moshe Dabah is currently the Chief Operating Officer and Chief Technology Officer of the Company (positions he has held since September
2019) and the Secretary of the Company (a position he has held since July 2021) and has served as Vice President of the Company since
July 2019. Since January 2021, Mr. Dabah has served as the Secretary of Nina Footwear Corp. From August 2012 to September 2015, Mr. Dabah
served as Director of Store Construction and Maintenance at RUUM, where he managed the rebranding of approximately 50 stores from 77
Kids by American Eagle to RUUM American Kids Wear, new store rollout and construction and store facilities, maintenance, and supplies.
From August 2011 to August 2012, Mr. Dabah served as Vice President of Commercial Sales for NextEnergy, a geothermal HVAC system design
and sales company. From August 2008 to August 2011, he served as a General Contractor with REJJ LLC, a real estate and construction management
company. Mr. Dabah is responsible for designing, implementing, integrating and optimizing all of the Company's information technology,
infrastructure and logistic systems.

 Jill
Pasechnick - Chief Accounting Officer

 Ms.
Pasechnick has served as the Controller of the Company since October 2015, and as the Vice President of Finance of the Company since
August 2019. From August 2019 to January 2021, Ms. Pasechnick served as the Secretary of the Company and from August 2019 to June 2021,
Ms. Pasechnick served as the Treasurer of the Company. From October 2012 to October 2015, she served as Controller for Ezrani 2 Corp.
d/b/a RUUM American Kid's Wear (" RUUM "), a company which owned and operated childrenswear specialty retail stores.
From February 2011 to December 2012, Ms. Pasechnick served as Controller and Acting Chief Financial Officer and Secretary of Little MissMatched,
Inc. a girls' lifestyle brand. She has also held various roles prior to that with Delias, Inc., a lifestyle brand of apparel and
accessories, primarily targeting girls and young women (Director of Retail Finance from July 2009 to November 2010); B. Moss Clothing
Company, Ltd., an apparel company (Corporate Controller from September 2004 to January 2009); and J. Crew (Manager of Financial Reporting
from June 2002 to September 2004). Ms. Pasechnick obtained a Bachelor of Science degree in Accounting from Seton Hall University and a Master of Science degree in Business Analytics from Grand Canyon University.

 The
following table sets forth certain information, including ages as of April 29, 2024, of our directors:

 Name

 Position

 Age

 Since

 Ezra
 Dabah

 Chairman,
 President and Chief Executive Officer

 August
 2016

 Bart
 Sichel

 March
 2022

 Jill
 Kronenberg

 November
 2022

 Louis
 G. Schott

 December
 2023

 Under
the Second Amended and Restated Certificate of Incorporation of the Company, the Board of Directors is classified into three classes
of Directors, each to serve for a three-year term until their respective successor(s) is elected and qualified or until their earlier
death, resignation, retirement, disqualification or removal.

 Board
of Directors

 The
Board of Directors seeks out, and the Board of Directors is comprised of, individuals whose background and experience complement those
of other Board members. The Board of Directors, together with biographical information furnished by each of them, are set forth below.

 Ezra
Dabah

 Mr.
Dabah's education and business experience is described above under " Executive Officers ".

 Jill
Kronenberg

 Jill
Kronenberg has served as a Director of the Company since November 2022 and is a member of our Audit Committee and Strategy and
Alternatives Committee. Ms. Kronenberg is a seasoned executive with over 20 years of merchandising experience in the retail
industry. Ms. Kronenberg has served as the President of JSK Associates, an independent advisory and consulting firm specializing in
a wide range of merchandising and strategic growth initiatives since 2015. Ms. Kronenberg served as Chief Merchandising Officer of
Marc Ecko Enterprises, a multichannel, fashion apparel brand from 2011-2012, overseeing merchandising, marketing, planning, design,
and production. Prior to working at Marc Ecko Enterprises, Ms. Kronenberg served as Senior Vice President of Merchandising and
General Merchandise Manager for The Children's Place (NASDAQ: PLCE) from 2006-2008. Prior to joining The Children's
Place, Ms. Kronenberg spent 9 years at Aeropostale, Inc. (ARO) (from 1997-2006) where she was a key member of the executive team
responsible for Aeropostale's rapid growth and initial public offering while serving as Vice President of Merchandising and
General Merchandise Manager. During her tenure at Aeropostale, Ms. Kronenberg also led and developed the JIMMY'Z brand and
organization, Aeropostale's California lifestyle concept. Prior to Aeropostale, Ms. Kronenberg served as a buyer for Petrie
Retail, Inc. and Caldor Inc. Ms. Kronenberg served on the PA Executive Board of Rodeph Sholom School and as PA President of The
Shefa School. She earned her Bachelor of Science in Marketing and Management from the School of Business at the State University of
New York at Albany. We have concluded that Ms. Kronenberg is well qualified to serve on our board based on her extensive
merchandising and business strategy experience.

 Bart
Sichel

 Bart
Sichel, has served as a Director of the Company since March 2022 and is a member of our Audit Committee and Strategy and
Alternatives Committee. Mr. Sichel is a proven marketing leader and veteran c-level executive in the retail space. From November
2022 to July 2023, Mr. Sichel served as the Executive Vice President, Chief Marketing and Customer Officer of Bed Bath & Beyond (NASDAQ:
BBBY). Prior to that Mr. Sichel has served as the President of bps Captura, an independent advisory and consulting firm to senior
corporate leaders, private equity firms, and boards across multiple consumer- facing industries, from October 2019 to November 2022.
Since March 2020, he has served as a senior advisor to Banyan Holmdel, in the Fintech industry; since October 2020 he has served as
a senior advisor to Impact Analytics, in the merchandising analytics industry, and since September 2020 he has served on the
advisory board of Forman Mills, in the retail industry. Mr. Sichel has also served as an adjunct professor at NYU since December
2019. Mr. Sichel previously worked at Burlington Stores (" Burlington ") from 2011 to August 2019, where he served
as Executive Vice President and Chief Marketing Officer. He was a key member of the leadership team that turned the business around
and launched its initial public offering. At Burlington, Mr. Sichel was responsible for marketing, corporate strategy and the
company's push into e-commerce. Prior to joining Burlington, from 1998 to 2011, Mr. Sichel served as a Principal at McKinsey
& Company. He was a leader in McKinsey's Marketing and Retail practices in North America. Prior to 1998, Mr. Sichel worked
in various capacities across consumer facing industries including retail, e-commerce, packaged goods, financial services, and media.
Mr. Sichel serves on the national board of directors for The Leukemia & Lymphoma Society. Mr. Sichel holds an M.B.A. from
Columbia University and a B.A. from Vassar College. We have concluded that Mr. Sichel is well qualified to serve on our board based
upon his extensive marketing, ecommerce, and business strategy experience.

 Louis
G. Schott

 Mr.
Schott has over 30 years of legal and business experience, including a strong background in restructuring, mergers and acquisitions,
public company regulations and requirements, title, energy finance, business development, general negotiations and land. Mr. Schott's
recent restructuring experience includes restructurings within and outside of bankruptcy and both public, traded on the TSX and NYSE
American, and private entities. Mr. Schott has served as Principal of Fides Energy, LLC, an oil and gas, real estate, green energy solutions,
insurance, annuities and settlement company, since January 2017. Since January 2020, Mr. Schott has served as a Co-Principal of Insurance
Securities and Union Title Guarantee Company, a company in the oil and gas and real estate investment industry. From May 2018 to December
2020, Mr. Schott served as Interim Chief Executive Officer of Camber Energy, Inc. (NYSE American: CEI), an oil and gas exploration company,
after serving as a consultant to Camber Energy, Inc., from June 2017 to June 2018. Prior
to that, Mr. Schott was the Interim Chief Executive Officer of EnerJex Resources, Inc. (NYSE American: ENRJ)("EnerJex"), a
position which he held from February 2017 to March 2018. As CEO, he led restructuring efforts, cost reductions and the successful completion
of a merger between EnerJex and a privately held company (AgEagle Aerial Systems, Inc.).

 Mr.
Schott was previously General Counsel and Treasurer of TexOak Petro Holdings LLC (" TexOak ") and its subsidiaries
including Equal Energy (" Equal "), from 2009 through August 2016, where he actively performed all legal functions,
including corporate structure and governance, negotiation of oil and gas acquisitions and divestitures, drafting review and
certification of all corporate and financial documents, legal and land due diligence, corporate finance, litigation management, risk
management, insurance, corporate policies, and human resource management. At TexOak, Mr. Schott successfully managed two mergers
including the merger with Equal, a Canadian public company dually listed on the New York Stock Exchange and the Toronto Stock
Exchange and Equal's subsequent privatization and redomestication. Mr. Schott was also instrumental in working with the CEO
and the Board in guiding Petroflow's predecessor through restructuring and bankruptcy, emerging as a private company with no
debt and capital to grow. Prior to joining TexOak's subsidiary, Petroflow, in 2005, Mr. Schott served in various senior roles
with TDC Energy (" TDC ") from 1996 through 2005. Prior to TDC, Mr. Schott was an oil and gas attorney with Liskow
& Lewis in New Orleans. Mr. Schott is a graduate of the Tulane University School of Law, the AB Freeman School of Business and
Loyola University with a Juris Doctorate and MBA from Tulane and a BBA in Management from Loyola University. Mr. Schott is
also a non-practicing unlicensed Certified Public Accountant. We have concluded that Mr. Schott is well qualified to serve on our
Board of Directors based upon his legal and business experience, including his background in restructuring, mergers and
acquisitions.

Qualifications

 The
Board believes that each of our directors is highly qualified to serve as a member of the Board. Each of the directors has contributed
to the mix of skills, core competencies and qualifications of the Board. When evaluating candidates for election to the Board, the Board
seeks candidates with certain qualities that it believes are important, including integrity, an objective perspective, good judgment,
and leadership skills. Our directors are highly educated and have diverse backgrounds and talents and extensive track records of success
in what we believe are highly relevant positions.

 Board
Leadership Structure

 Our
Board of Directors has the responsibility for selecting the appropriate leadership structure for the Company. In making leadership structure
determinations, the Board of Directors considers many factors, including the specific needs of the business and what is in the best interests
of the Company's stockholders. Our current leadership structure is comprised of a combined Chairman of the Board and Chief Executive
Officer (" CEO "), Mr. Ezra Dabah. The Board of Directors believes that this leadership structure is the most effective
and efficient for the Company at this time. Mr. Dabah possesses detailed and in-depth knowledge of the issues, opportunities, and challenges
facing the Company, and is thus best positioned to develop agendas that ensure that the Board of Directors' time and attention
are focused on the most critical matters. Combining the Chairman of the Board and CEO roles promotes decisive leadership, fosters clear
accountability and enhances the Company's ability to communicate its message and strategy clearly and consistently to our stockholders,
particularly during periods of turbulent economic and industry conditions.

 The
Board believes that this leadership structure best serves the Company and its stockholders at this time. The Board evaluates its structure
periodically, as well as when warranted by specific circumstances in order to assess which structure is in the best interests of the
Company and its stockholders based on the evolving needs of the Company. This approach provides the Board appropriate flexibility to
determine the leadership structure best suited to support the dynamic demands of our business.

 Risk
Oversight

 Effective
risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision,
the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors'
approach to risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's
risk management processes, allocating responsibilities for risk oversight, and fostering an appropriate culture of integrity and compliance
with legal responsibilities. The directors exercise direct oversight of strategic risks to the Company.

 The
Board of Directors exercises direct oversight of strategic risks to the Company. The Audit Committee reviews and assesses the Company's
processes to manage business and financial risk and financial reporting risk. It also reviews the Company's policies for risk assessment
and assesses steps management has taken to control significant risks (The Company's Audit Committee is described in greater detail
below).

 While
the Board and its committees oversee the Company's strategy, management is charged with its day-to-day execution. To monitor performance
against the Company's strategy, the Board receives regular updates and actively engages in dialogue with management.

 Family
Relationships amongst Directors and Officers

 There
are no family relationships among our directors and executive officers, except that Moshe Dabah, our Vice President, Chief Operating
Officer and Chief Technology Officer, is the son of Ezra Dabah, our Chief Executive Officer and Chairman.

 Arrangements
between Officers and Directors

 To
our knowledge, there is no arrangement or understanding between any of our officers or directors and any other person, including directors,
pursuant to which the officer was selected to serve as an officer or director.

 Involvement
in Certain Legal Proceedings

 To
our knowledge, none of our executive officers or directors has been involved in any of the following events during the past ten years,
except as described under " Business Experience ", above: (1) any bankruptcy petition filed by or against any business
of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that
time; (2) any conviction in a criminal proceeding or being a named subject to a pending criminal proceeding (excluding traffic violations
and minor offenses); (3) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court
of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities; (4) being found by a court of competent jurisdiction (in a civil action), the SEC or the
Commodities Futures Trading Commission to have violated a federal or state securities or commodities law; (5) being the subject of, or
a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended
or vacated, relating to an alleged violation of (i) any Federal or State securities or commodities law or regulation; (ii) any law or
regulation respecting financial institutions or insurance companies, including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition
order, or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (6) being the
subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section (1a)(40) of the Commodity Exchange
Act), or any equivalent exchange, association, entity, or organization that has disciplinary authority over its members or persons associated
with a member.

 Other
Directorships

 No
director of the Company is also a director of an issuer with a class of securities registered under Section 12 of the Exchange Act (or
which otherwise are required to file periodic reports under the Exchange Act).

 Classified
board of directors

 Our
Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide for a classified board of directors
consisting of three classes of directors, each serving staggered three-year terms. As a result, only one class of directors will be elected
at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms.
Our directors are divided among the three classes as follows:

 the
 Class I director is Louis G. Schott, and his term will expire at the annual meeting of stockholders to be held in 2025;

 the
 Class II directors are Ezra Dabah and Jill Kronenberg, and each of their terms will expire at the annual meeting of stockholders
 to be held in 2026; and

 the
 Class III director is Bart Sichel, and his term will expire at the annual meeting of stockholders to be held in 2024.

 Each
director's term continues until the election and qualification of his or her successor, or his or her earlier death, resignation
or removal. Our Second Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws authorize only our board of
directors to fill vacancies on our board of directors. Any increase or decrease in the number of directors will be distributed among
the three classes so that, as nearly as possible, each class will consist of one-third of the directors. This classification of our board
of directors may have the effect of delaying or preventing changes in control of our company.

 Committees
of the Board

 Our
Board of Directors has the authority to appoint committees to perform certain management and administration functions. Our Board of Directors
currently has two standing committees: an audit committee and a strategy and alternatives committee.

 Board
Committee Membership

 Independent

 Audit Committee

 Strategy and Alternatives Committee

 Ezra Dabah (1)

 Bart Sichel

 X

 M

 C

 Jill Kronenberg

 X

 M

 M

 Louis G. Schott

 X

 C

 M

 (1)
Chairman of Board of Directors.

 C
- Chairman of Committee.

 M
- Member.

 Audit
Committee

 NASDAQ
listing standards and applicable SEC rules require that the Audit Committee of a listed company be comprised solely of independent directors.
We have established an Audit Committee of the Board of Directors, which currently consists of Mr. Schott (Chairman), Mr. Sichel and Ms.
Kronenberg. Each member of the Audit Committee meets the independent director standard under NASDAQ's listing standards and under
Rule 10A-3(b)(1) of the Exchange Act. Each member of the Audit Committee is financially literate (as required by Nasdaq rules) and qualified
to monitor the performance of management and the independent auditors and to monitor our disclosures so that our disclosures fairly present
our business, financial condition and results of operations.

 The
Board has also determined that Mr. Schott, is an " audit committee financial expert " (as defined in the SEC rules)
because he has the following attributes: (i) an understanding of generally accepted accounting principles in the United States of America
(" GAAP ") and financial statements; (ii) the ability to assess the general application of such principles in connection
with accounting for estimates, accruals and reserves; (iii) experience analyzing and evaluating financial statements that present a breadth
and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably
be expected to be raised by our financial statements; (iv) an understanding of internal control over financial reporting; and (v) an
understanding of audit committee functions. Mr. Schott has acquired these attributes as a result of his significant experience serving
as an executive officer and on the board of directors of various private and public companies.

 The
Audit Committee has authority for (1) reviewing the disclosures made by the Chief Executive Officer and the Chief Financial Officer in
connection with their required certifications accompanying the Company's periodic reports to be filed with the SEC, including disclosures
to the Audit Committee of (a) significant deficiencies in the design or operation of internal controls, (b) significant changes in internal
controls and (c) any fraud involving management or other employees who have a significant role in the Company's internal controls;
(2) reviewing and discussing the Company's quarterly financial results and related press releases, if any, with management and
the independent auditors prior to the release of such information to the public; (3) reviewing with the management the proposed scope
and plan for conducting internal audits of Company operations and obtaining reports of significant findings and recommendations, together
with management's corrective action plans; (4) seeking to ensure the corporate audit function has sufficient authority, support
and access to Company personnel, facilities and records to carry out its work without restrictions or limitations; (5) reviewing the
corporate audit function of the Company, including its charter, plans, activities, staffing and organizational structure; (6) reviewing
progress of the internal audit program, key findings and management's action plans to address findings; (7) periodically reviewing
the Company's policies with respect to legal compliance, conflicts of interest and ethical conduct; (8) seeking to ensure the adequacy
of procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting control or auditing matters,
including the confidential submission of complaints by employees regarding such matters; and (9) recommending to the Board any changes
in ethics or compliance policies that the Audit Committee deems appropriate. The Committee will also review any issues relating to conflicts
of interests and all related party transactions of the Company. In addition, the Audit Committee has the authority, at its discretion
and at our expense, to retain special legal, accounting or other advisors to advise the Audit Committee.

 The
Audit Committee Charter was filed as Exhibit 99.1 to the Form S-1 Registration Statement filed by the Company with the SEC on October
6, 2021.

 Strategy
and Alternatives Committee

 On
November 30, 2023, the Board of Directors formed a Strategy and Alternatives Committee of the Board. The Committee is currently composed
of Mr. Sichel (Chairman), Mr. Schott and Ms. Kronenberg.

 The
role of the Strategy and Alternatives Committee of the Board of Directors of the Company is to evaluate strategic opportunities
and alternatives available to the Company in order to create stockholder value, including potential mergers, acquisitions, divestitures
and business combinations; dispositions of or exit from existing segments, platforms, or lines of business; acquisitions of businesses;
entry into new lines of business; business expansions; joint ventures; and other key strategic transactions outside the ordinary course
of the Company's business. The responsibilities and duties delegated by the Board to the committee are set forth in a Strategy
and Alternatives Committee Charter.

 Compensation
Committee and Nominating and Corporate Governance Committee

 The
Board does not currently have a Compensation Committee or Nominating and Corporate Governance Committee as under applicable rules of
The Nasdaq Capital Market, the Company is not required to have such committees due to the Company's status as a " controlled
company ".

 Nominations
for Directors

 The
Board of Directors is responsible for identifying prospective qualified candidates to fill vacancies on the Board, recommending director
nominees (including chairpersons) for each of our committees, developing and recommending appropriate corporate governance guidelines.

 In
considering individual director nominees and Board committee appointments, our Board seeks to achieve a balance of knowledge, experience
and capability on the Board and Board committees and to identify individuals who can effectively assist the Company in achieving our
short-term and long-term goals, protecting our stockholders' interests and creating and enhancing value for our stockholders. In
so doing, the Board considers a person's diversity attributes (e.g., professional experiences, skills, background, race and gender)
as a whole and does not necessarily attribute any greater weight to one attribute. Moreover, diversity in professional experience, skills
and background, and diversity in race and gender, are just a few of the attributes that the Board takes into account. In evaluating prospective
candidates, the Board also considers whether the individual has personal and professional integrity, good business judgment and relevant
experience and skills, and whether such individual is willing and able to commit the time necessary for Board and Board committee service.

 While
there are no specific minimum requirements that the Board believes must be met by a prospective director nominee, the Board does believe
that director nominees should possess personal and professional integrity, have good business judgment, have relevant experience and
skills, and be willing and able to commit the necessary time for Board and Board committee service. Furthermore, the Board evaluates
each individual in the context of the Board as a whole, with the objective of recommending individuals that can best perpetuate the success
of our business and represent stockholder interests through the exercise of sound business judgment using their diversity of experience
in various areas. We believe our current directors possess diverse professional experiences, skills and backgrounds, in addition to (among
other characteristics) high standards of personal and professional ethics, proven records of success in their respective fields and valuable
knowledge of our business and our industry.

 The
Board uses a variety of methods for identifying and evaluating director nominees. The Board also regularly assesses the appropriate size
of the Board and whether any vacancies on the Board are expected due to retirement or other circumstances. In addition, the Board considers,
from time to time, various potential candidates for directorships. Candidates may come to the attention of the Board through current
Board members, professional search firms, stockholders or other persons. These candidates may be evaluated at regular or special meetings
of the Board and may be considered at any point during the year.

Independence

 The
Board of Directors annually (or upon appointment of a new director) determines the independence of each director and nominee for election
as a director. The Board makes these determinations in accordance with Nasdaq's listing standards for the independence of directors
and the SEC's rules.

 In
assessing director independence, the Board considers, among other matters, the nature and extent of any business relationships, including
transactions conducted, between the Company and each director and between the Company and any organization for which one of our directors
is a director or executive officer or with which one of our directors is otherwise affiliated.

 The
Board has affirmatively determined that each of Mr. Schott, Mr. Sichel and Ms. Kronenberg is an independent director as defined under
the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act, and has no relationship
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Board
of Directors Meetings

 During
the year ending December 30, 2023, the Board of Directors held five meetings and took various other actions via the unanimous written
consent of the board of directors and the audit committee described above. All directors attended the board of directors' meeting
and committee meetings relating to the committees on which each director served during fiscal year 2023 (during the periods which they
served as directors). Each Director attended the Company's 2023 Annual Meeting of Stockholders (during the periods which they served
as directors). Each director of the Company is expected to be present at annual meetings of stockholders, absent exigent circumstances
that prevent their attendance. Where a director is unable to attend an annual meeting in person but is able to do so by electronic conferencing,
the Company will arrange for the director's participation by means where the director can hear, and be heard, by those present
at the meeting.

 Executive
Sessions of the Board of Directors

 The
independent members of our board of directors meet in executive session (with no management directors or management present) from time
to time. The executive sessions include whatever topics the independent directors deem appropriate.

 Policy
on Equity Ownership

 The
Company does not have a policy on equity ownership at this time. However, as illustrated under " Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters—Security Ownership of Management and Certain Beneficial
Owners ", below, all current Named Executive Officers are beneficial owners of stock of the Company.

 Pledging
of Shares

 We
prohibit the pledging of Company securities as collateral for a loan unless the individual has the clear financial capability to repay
the loan without resort to the pledged securities, and only with pre-approval.

 Insider
Trading/Anti-Hedging Policies

 All
employees, officers and directors of the Company or any of our subsidiaries are subject to our Insider Trading Policy. The policy prohibits
the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of material nonpublic information in
securities trading. The policy also prohibits trading in Company securities during certain pre-established blackout periods around the
filing of periodic reports and the public disclosure of material information.

 To
ensure compliance with the policy and applicable federal and state securities laws, all individuals subject to the policy must refrain
from the purchase or sale of our securities except in designated trading windows or pursuant to preapproved 10b5-1 trading plans. The
anti-hedging provisions prohibit all employees, officers and directors from engaging in " short sales " of our securities.

 Compensation
Recovery and Clawback Policies

 Under
the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), in the event of misconduct that results in a financial restatement
that would have reduced a previously paid incentive amount, we can recoup those improper payments from our Chief Executive Officer and
Chief Financial Officer (if any).

 On
November 9, 2023, the Board of Directors of the Company approved the adoption of a Policy for the Recovery of Erroneously Awarded Incentive
Based Compensation (the " Clawback Policy "), with an effective date of October 2, 2023, in order to comply with the
final clawback rules adopted by the Securities and Exchange Commission under Section 10D and Rule 10D-1 of the Securities Exchange Act
of 1934, as amended (" Rule 10D-1 "), and the listing standards, as set forth in the Nasdaq Listing Rule 5608 (the "Final
Clawback Rules").

 The
Clawback Policy provides for the mandatory recovery of erroneously awarded incentive-based compensation from current and former executive
officers as defined in Rule 10D-1 (" Covered Officers ") of the Company in the event that the Company is required to
prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless
of whether a Covered Officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement.
Under the Clawback Policy, the Board of Directors may recoup from the Covered Officers erroneously awarded incentive compensation received
within a lookback period of the three completed fiscal years preceding the date on which the Company is required to prepare an accounting
restatement.

 Code
of Ethics

 We
have adopted a Code of Ethical Business Conduct (" Code of Ethics ") that applies to all of our directors, officers
and employees.

 The
Code of Ethics was filed as Exhibit 14.1 to the Registration Statement on Form S-1 which we filed with the SEC on October 6, 2021.

 We
intend to disclose any amendments to our Code of Ethics and any waivers with respect to our Code of Ethics granted to our principal executive
officer, our principal financial officer, or any of our other employees performing similar functions on our website at kidpik.com within
four business days after the amendment or waiver. In such case, the disclosure regarding the amendment or waiver will remain available
on our website for at least 12 months after the initial disclosure. There have been no waivers granted with respect to our Code of Ethics
to any such officers or employees.

 Whistleblower
Protection Policy

 The
Company adopted a Whistleblower Protection Policy (" Whistleblower Policy ") that applies to all of its directors, officers,
employees, consultants, contractors and agents of the Company. The Whistleblower Policy has been reviewed and approved by the Board.

 Controlled
Company Exception

 Ezra
Dabah, our Chief Executive Officer and Chairman, and 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 April 29, 2024), pursuant to a Voting Agreement (discussed
below), pursuant to which Mr. Dabah and his family have formed a voting group, and are therefore a " controlled company "
as defined under Nasdaq Marketplace Rules. Although the Nasdaq Listing Rules require that a majority of the board of directors be independent,
however, because we are a " controlled company " within the meaning of the Nasdaq Listing Rules, we are permitted to,
and have elected to, not be required to comply with this requirement (provided that currently a majority of our board of directors is
independent). In addition, as a " controlled company ", we are not required to have a compensation committee or an independent
nominating function. Accordingly, our Board of Directors has determined not to have an independent compensation committee or nominating
function and to have the Board be directly responsible for compensation and the nominating members of our Board of Directors. Accordingly,
you may not have the same protections afforded to stockholders of companies that are subject to all of these corporate governance requirements.
If we cease to be a " controlled company " and our shares continue to be listed on the Nasdaq Capital Market, we will
be required to comply with these provisions within the applicable transition periods.

 If
at any time we cease to be a " controlled company " under the Nasdaq rules, the Board of Directors will take all action
necessary to comply with the applicable Nasdaq rules, including, subject to permitted " phase-in " periods.

 Pursuant
to a Voting Agreement entered into on September 1, 2021, Ezra Dabah's children, Moshe Dabah, who is also our Vice President, Chief
Operating Officer and Chief Technology Officer (who holds 29,122 shares of outstanding common stock), Eva Yagoda (who holds 13,420 shares
of common stock), Joia Kazam (who holds 13,420 shares of common stock), Chana Rapaport (who holds 13,420 shares of common stock) and
Yaacov Dabah (who holds 19,325 shares of common stock); Gila Goodman (who holds 61,196 shares of our common stock), who is the sister
of Ezra Dabah and aunt of Moshe Dabah; Isaac Dabah, who is the brother of Ezra Dabah, and uncle of Moshe Dabah and his spouse (who hold
9,394 shares of common stock); GMM Capital LLC, an entity which Isaac Dabah controls (which holds 59,183 shares of common stock); and
Sterling Macro Fund, an entity which Isaac Dabah controls (which holds 7,650 shares of common stock), and certain trusts in the names
of Mr. Dabah's children (which in aggregate hold 301,682 shares of common stock), and which are beneficially owned by Mr. Dabah's
wife and mother-in-law, provided complete authority to Ezra Dabah to vote the shares of common stock held by such persons and entities
at any and all meetings of stockholders of the Company and via any written consents. The Voting Agreement has a term of three years,
through August 31, 2024, but can be terminated at any time by Mr. Dabah and terminates automatically upon the death of Mr. Dabah. In
connection with their entry into the Voting Agreement, each of the other parties thereto provided Mr. Dabah an irrevocable voting proxy
to vote the shares covered by the Voting Agreement.

 Delinquent
Section 16(a) Reports

 Section
16(a) of the Exchange Act requires our executive officers, directors and persons who beneficially own more than 10% of a registered class
of our equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of our common stock and
other equity securities. These executive officers, directors, and greater than 10% beneficial owners are required by SEC regulation to
furnish us with copies of all Section 16(a) forms filed by such reporting persons.

 Based
solely upon our review of the Section 16(a) filings that have been furnished to us, and certifications provided by each officer and
director of the Company, we believe that all filings required to be made under Section 16(a) during the fiscal year ended December
30, 2023 were timely made.

 Website
Availability of Documents

 The
charter of the audit committee of the Board identified above is available on our website at www.kidpik.com, under " Investors "
– " Governance " – " Governance Documents ". Copies of the committee charter are also available
for free upon written request to our Corporate Secretary.

 Stockholder
Communications with the Board

 A
stockholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our Secretary,
200 Park Avenue South, 3rd Floor, New York, New York 10003, who, upon receipt of any communication other than one that is clearly marked
" Confidential, " will note the date the communication was received, open the communication, make a copy of it for our
files and promptly forward the communication to the director(s) to whom it is addressed. Upon receipt of any communication that is clearly
marked " Confidential, " our Secretary will not open the communication, but will note the date the communication was
received and promptly forward the communication to the director(s) to whom it is addressed.

 Executive
Sessions of the Board of Directors

 The
independent members of our Board of Directors meet in executive session (with no management directors or management present) from time
to time. The executive sessions include whatever topics the independent directors deem appropriate.

 Rule
10b5-1 Trading Plans

 Our
executive officers and directors are encouraged to conduct purchase or sale transactions under a trading plan established pursuant to
Rule 10b5-1 under the Exchange Act. Through a Rule 10b5-1 trading plan, the executive officer or director contracts with a broker to
buy or sell shares of our common stock on a periodic basis. The broker then executes trades pursuant to parameters established by the
executive officer or director when entering into the plan, without further direction from them. The executive officer or director may
amend or terminate the plan in specified circumstances.

 ITEM
11. EXECUTIVE COMPENSATION.

 Summary
Compensation Table

 The
following table sets forth information concerning the compensation of (i) all individuals serving as our principal executive officer
or acting in a similar capacity for the years ended December 30, 2023 and December 31, 2022 (" PEO "), regardless of
compensation level; (ii) our two most highly compensated executive officers other than the PEO who were serving as executive officers
for the period ended December 30, 2023 and December 31, 2022, if any (subject to the limitations below); and (iii) up to two additional
individuals for whom disclosure would have been provided pursuant to paragraph (ii) but for the fact that the individual was not serving
as an executive officer at December 30, 2023 (collectively, the " Named Executive Officers ").

 Name and
 Principal Position

 Fiscal
 Year Ended

 Salary
 ($)

 Bonus
 ($)

 Stock
 awards
 ($) (2)

 Option
 awards
 ($)

 All other
 compensation
 ($)

 Total
 ($)

 Ezra Dabah

 2023
 (1)

 $
 —

 —

 —

 —

 —

 $
 —

 Chief Executive Officer

 2022
 (1)

 $
 —

 —

 —

 —

 —

 $
 —

 Moshe Dabah

 2023

 $
 215,000

 —

 —

 —

 —

 $
 215,000

 Vice President, Chief Operating Officer, Chief Technology Officer, and Secretary

 2022

 $
 215,000

 —

 —

 —

 —

 $
 215,000

 Adir Katzav (3)

 2023

 $
 146,000

 —

 —

 —

 —

 $
 146,000

 Former Executive Vice President, Former Chief Financial Officer, and Former Treasurer

 2022

 $
 260,000

 —

 —

 —

 —

 $
 260,000

 Jill
 Pasechnick (3)

 2023

 $
 216,498

 —

 —

 —

 —

 $
 216,498

 Chief
 Accounting Officer

 Does
not include perquisites and other personal benefits, or property, unless the aggregate amount of such compensation is more than $10,000.
No executive officer earned any non-equity incentive plan compensation, nonqualified deferred compensation, or other compensation, during
the periods reported above. Stock Awards represent the aggregate grant date fair value of awards computed in accordance with Financial
Accounting Standards Board Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect
to the restricted stock grants, refer to " Note 11 – Equity-Based Compensation " to the audited financial statements
included in the 2024 Annual Report. No executive officer serving as a director received any compensation for services on the Board of
Directors separate from the compensation paid as an executive for the periods above.

 (1)
On January 1, 2020 and 2021, we entered into identical management services agreements (the " Management Agreement ")
with Nina Footwear. Pursuant to the Management Agreement, the Company engaged Nina Footwear to provide administrative and executive support
services to the Company. To date those services have consisted of Mr. Dabah and his sister-in-law, Ms. Nina Miner, the Chief Creative
Officer of Nina Footwear. The Management Agreement remains in place until terminated by mutual agreement of the parties. As compensation
for providing the services under the Management Agreement, we agreed to pay Nina Footwear 0.75% of our monthly net sales for the years
ended December 30, 2023 and December 31, 2022. 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.

 (2)
On November 10, 2021, the Company granted restricted stock units evidencing the right to receive 25,400 shares of common stock to each of
Mr. Moshe Dabah and Mr. Katzav, which vest in three equal installments (i) 1/3 vested on May 15, 2022; (ii) 1/3 vested on May 15,
2023; and (iii) 1/3 vest on May 15, 2024. All the above grants are subject to continued employment with the Company on each
applicable vesting date.

 (3)
Effective July 7, 2023, Adir Katzav, the Executive Vice President, Chief Financial Officer and Treasurer (and principal financial/accounting
officer) of the Company, resigned from all positions he held with the Company, effective as of the close of business on July 21, 2023.
On July 7, 2023, the Board of Directors of the Company appointed Jill Pasechnick to serve as the Company's Chief Accounting Officer,
principal financial and principal accounting officer, beginning effective on July 21, 2023.

 Outstanding
Equity Awards at Fiscal Year End

 The
following table sets forth information as of December 30, 2023, concerning outstanding equity awards for the executive officers named
in the Summary Compensation Table.

 Option awards

 Stock awards

 Name

 Number of securities underlying unexercised options
 (#) exercisable

 Number of securities underlying unexercised
 options
 (#) unexercisable

 Equity incentive plan awards: number of securities underlying unexercised unearned options
 (#)

 Option exercise price
 ($)

 Option expiration date

 Equity incentive plan awards: number of unearned shares, units or other rights that have not vested
 (#)

 Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested
 ($)

 Ezra Dabah

 —

 —

 —

 —

 —

 —

 —

 Moshe Dabah

 —

 —

 —

 —

 —

 8,467

 $
 15,536.95

 Jill Pasechnick

 2,667

 —

 —

 $
 42.50

 11/10/2026

 —

 —

 *There
were no non-equity incentive plan shares or units of stock outstanding as of December 30, 2023, held by any executive officers of the
Company, whether or not exercisable, unexercisable or unearned.

 (1)

 Restricted
 Stock Unit award vests on May 15, 2024, subject to continued employment with the Company on the applicable vesting date. Restricted
 Stock Unit award to be settled in shares of common stock.

 (2)

 Calculated
 by multiplying the closing market price of the Company's common stock at the end of the last completed fiscal year ($1.8350)
 by the number of shares of stock.

 Employment
Agreements and Key Man Insurance

 We
have no employment agreements in place with executive officers; however, Mr. Ezra Dabah is compensated by Nina Footwear for services
rendered to the Company through the Management Agreement, discussed above under Footnote (1) to the Summary Compensation Table, above.

 Notwithstanding
the above, the Board of Directors has discretion to award bonuses to our executive officers from time to time, in their discretion, consisting
of cash, grants of restricted stock, restricted stock units, options or other equity securities. Additionally, the Board of Directors
may increase the salary of any executive officer from time to time in its discretion.

 We
have no key man insurance on any of our executive officers.

 DIRECTORS
COMPENSATION

 Non-Executive
Director Compensation Table

 The
following table sets forth compensation information with respect to our non-executive directors during our fiscal year ended December
30, 2023.

 Name

 Fees Earned or Paid in
 Cash ($)*

 Stock
 Awards ($)#

 All Other Compensation ($)

 Total ($)

 Bart Sichel

 $
 -

 $
 40,090
 (3)

 $
 -

 $
 40,090

 Jill Kronenberg

 $
 -

 $
 25,058
 (4)

 $
 -

 $
 25,058

 David Oddi (1)

 $
 -

 $
 2,038

 $
 -

 $
 2,038

 Louis G. Schott (2)

 $
 -

 $
 25,012
 (5)

 $
 -

 $
 25,012

 *
The table above does not include the amount of any expense reimbursements paid to the above directors. No directors received any Non-Equity
Incentive Plan Compensation, Option Awards or Nonqualified Deferred Compensation. Does not include perquisites and other personal benefits,
or property, unless the aggregate amount of such compensation is more than $10,000.

 #
Stock Awards represent the aggregate grant date fair value of awards computed in accordance with Financial Accounting Standards Board
Accounting Standard Codification Topic 718. For additional information on the valuation assumptions with respect to the restricted stock
grants, refer to " Note 11 – Equity-Based Compensation " to the audited financial statements included in the 2024
Annual Report.

 (1)
 Resigned as a member of the Board of Directors on November 27, 2023.

 (2)
 Appointed as a member of the Board of Directors on December 6, 2023.

 (3)
 On November 30, 2023, the Board of Directors approved the issuance of 18,018 fully-vested shares of common stock to Mr. Sichel in consideration for services
rendered to the Board, which were issued on February 27, 2024.

 (4)
 On November 30, 2023, the Board of Directors approved the issuance of 11,262 fully-vested shares of common stock to Ms. Kronenberg in consideration for services
rendered to the Board, which were issued on February 27, 2024.

 (5) On
December 6, 2023, Board of Directors approved the issuance of 12,054 fully-vested shares of common stock to Mr. Schott in
consideration for services rendered to the Board, which were issued on February 27, 2024.

 Non-Executive
Director Compensation Policy

 Because
we are still in the development stage, our directors do not receive any cash compensation other than reimbursement for expenses incurred
during the performance of their duties or their separate duties as officers of the Company; however, the Board of Directors reserves
the right to pay cash consideration to directors from time to time, and/or to grant equity awards to such board members, which may be
in the form of options, restricted stock, restricted stock units, or other equity compensation, including fully-vested shares which were
granted in 2023 as discussed in the table above. We have no written plan or policy for director compensation.

 The
Company has also entered into an indemnification agreement with each member of the Board of Directors of the Company.

 Potential
Payments Upon Termination

 Because
none of our Named Executive Officers are party to employment agreements with the Company, there are no potential payments to our Named
Executive Officers upon the termination of their service with us.

 ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 Security
Ownership of Management and Certain Beneficial Owners and Management

 The
following table sets forth certain information regarding the beneficial ownership of our common stock as of April 29, 2024 (the " Date
of Determination ") by (i) each Named Executive Officer, as such term is defined above under " Item 11. Executive Compensation ",
(ii) each member of our Board of Directors, (iii) each person deemed to be the beneficial owner of more than five percent (5%) of our
common stock, and (iv) all of our executive officers and directors as a group. Unless otherwise indicated, each person named in the following
table is assumed to have sole voting power and investment power with respect to all shares of our common stock listed as owned by such
person. The table below is based on a total 1,913,755 shares of our outstanding common stock as of the Date of Determination.

 Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting and/or investing power with respect to securities.
These rules generally provide that shares of common stock subject to options, warrants or other convertible securities that are currently
exercisable or convertible, or exercisable or convertible within 60 days of the Date of Determination, are deemed to be outstanding and
to be beneficially owned by the person or group holding such options, warrants or other convertible securities for the purpose of computing
the percentage ownership of such person or group, but are not treated as outstanding for the purpose of computing the percentage ownership
of any other person or group.

 To
our knowledge, except as indicated in the footnotes to this table and pursuant to applicable community property laws, as of the Date
of Determination, (a) the persons named in the table have sole voting and investment power with respect to all shares of common stock
shown as beneficially owned by them, subject to applicable community property laws; and (b) no person owns more than 5% of our common
stock. Unless otherwise indicated, the address for each of the officers or directors listed in the table below is 200 Park Avenue South,
3rd Floor, New York, New York 10003. All of the securities reported below are common stock shares as we do not currently have any other
outstanding classes of stock other than our common stock.

 Name of Beneficial Owner

 Number of Common Stock Shares Beneficially Owned

 Percent of
 Common
 Stock

 Directors, Named Executive Officers and Executive Officers

 Ezra Dabah

 1,274,321
 (1)(2)

 66.6
 %

 Jill Pasechnick

 2,667
 (3)

 *

 Moshe Dabah

 37,589
 (2)(4)

 1.9
 %

 Adir Katzav (5)

 21,072

 1.1
 %

 Bart Sichel

 18,018

 *

 Jill Kronenberg

 11,262

 *

 Louis G. Schott

 12,054

 *

 All executive officer and directors as a group (6 persons)

 1,318,322
 (1)(2)

 67.0
 %

 5% Stockholders

 Raine Silverstein (6)

 301,682
 (7)

 15.8
 %

 (1)
 Includes 50,594 shares of common stock held directly by Mr. Dabah's wife, Renee Dabah, 33,550 shares of common stock beneficially
owned by Renee Dabah as co-trustee of the u/a/d 02/02/1997, Trust FBO Eva Dabah (now Eva Yagoda); 65,490 shares of common stock beneficially
owned by Renee Dabah as co-trustee of the u/a/d 02/02/1997, Trust FBO Joia Kazam; 66,966 beneficially owned by Renee Dabah as co-trustee
of the u/a/d 02/02/1997, Trust FBO Moshe Dabah; 64,819 beneficially owned by Renee Dabah as co-trustee of the u/a/d 02/02/1997, Trust
FBO Chana Dabah (now Chana Rapaport); and 70,858 beneficially owned by Renee Dabah as co-trustee of the u/a/d 02/02/1997, Trust FBO Yaacov
Dabah. Does not include 8,467 restricted stock units which vest within 60 days of the Determination Date and are held by Moshe Dabah,
as Mr. Ezra Dabah is not provided voting rights for such securities until actual vesting and issuance. Also includes the shares of common
stock described in Note (2) below.

 (2)
 Pursuant to a Voting Agreement entered into on September 1, 2021, Ezra Dabah's children, Moshe Dabah, who is also our Vice
President, Chief Operating Officer and Chief Technology Officer (who holds 29,122 shares of outstanding common stock), Eva Yagoda (who
holds 13,420 shares of common stock), Joia Kazam (who holds 13,420 shares of common stock), Chana Rapaport (who holds 13,420 shares of
common stock) and Yaacov Dabah (who holds 19,325 shares of common stock); Gila Goodman (who holds 61,196 shares of our common stock),
who is the sister of Ezra Dabah and aunt of Moshe Dabah; Isaac Dabah, who is the brother of Ezra Dabah, and uncle of Moshe Dabah and
his spouse (who hold 9,394 shares of common stock); GMM Capital LLC, an entity which Isaac Dabah controls (which holds 59,183 shares
of common stock); and Sterling Macro Fund, an entity which Isaac Dabah controls (which holds 7,650 shares of common stock), and certain
trusts in the names of Mr. Dabah's children (which in aggregate hold 301,682 shares of common stock), and which are beneficially
owned by Mr. Dabah's wife and mother-in-law (see Note 7 below), provided complete authority to Ezra Dabah to vote the shares of
common stock held by such persons and entities at any and all meetings of stockholders of the Company and via any written consents. The
Voting Agreement has a term of three years, through August 31, 2024, but can be terminated at any time by Mr. Dabah and terminates automatically
upon the death of Mr. Dabah. In connection with their entry into the Voting Agreement, each of the other parties thereto provided Mr.
Dabah an irrevocable voting proxy to vote the shares covered by the Voting Agreement. Due to the Voting Agreement, Mr. Dabah is deemed
to beneficially own the shares of common stock beneficially owned by Moshe Dabah, Gila Goodman, Isaac Dabah, and each of the trusts described
in Note 7 below, and his children, which are included under their own ownership in the table above as well, since such parties retained
dispositive control over such securities.

 (3)
 Beneficial ownership includes options to purchase 2,667 shares of common stock with an exercise price of $42.50 per share which
expire on November 10, 2026.

 (4)
 Beneficial ownership includes 8,497 shares of unvested restricted stock units, settleable in shares of common stock, which vest
on May 15, 2024, subject to the holder's continued service with the Company through such date.

 (5)
 Former Named Executive Officer who resigned from the Company on July 7, 2023, to be effective July 21, 2023.

 (6)
 Address: c/o 200 Park Ave South, New York NY 10003. Mrs. Silverstein is the mother-in-law of Ezra Dabah.

 (7)
 Includes 33,550 shares of common stock beneficially owned by Raine Silverstein as co-trustee of the u/a/d 02/02/1997, Trust FBO
Eva Dabah (now Eva Yagoda); 65,490 shares of common stock beneficially owned by Raine Silverstein as co-trustee of the u/a/d 02/02/1997,
Trust FBO Joia Kazam; 66,966 beneficially owned by Raine Silverstein as co-trustee of the u/a/d 02/02/1997, Trust FBO Moshe Dabah; 64,819
beneficially owned by Raine Silverstein as co-trustee of the u/a/d 02/02/1997, Trust FBO Chana Dabah (now Chana Rapaport); and 70,858
beneficially owned by Raine Silverstein as co-trustee of the u/a/d 02/02/1997, Trust FBO Yaacov Dabah.

 Change
of Control

 The
Company is not aware of any arrangements which may at a subsequent date result in a change of control of the Company.

 However,
on March 29, 2024, the Company entered into an Agreement and Plan of Merger and Reorganization (the " Merger Agreement ")
with Nina Footwear, 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.

 Equity
Compensation Plan Table

 The
following table provides certain information as of the end of the fiscal year 2023 with respect to securities that may be issued under
the Company's equity compensation plans, which are comprised of the Kidpik Corp. First Amended and Restated 2021 Equity Incentive
Plan:

 Plan category

 Number of securities to be issued upon exercise of outstanding options
 (a) (1)

 Weighted-average exercise price of outstanding options, warrants
 (b)

 Number of securities remaining available for future issuance under equity compensation plan (excluding securities reflected in column(a))
 (c)

 Equity compensation plans approved by security holders

 58,600

 $
 42.50

 523,610
 (2)

 Equity compensation plans not approved by security holders

 —

 —

 —

 435,000

 2,299,530
 (2)

 (1)

 Not
 including 8,467 shares of common stock which may be issuable upon vesting of 176,000 outstanding restricted stock units.

 (2)

 Represents
 523,610 shares of the Company's common stock available for future awards under the 2021 Plan (defined below), as of December
 30, 2021. Effective on April 1, 2024, the number of shares available for issuance under the 2021 Plan increased automatically by
 95,687 shares, to 768,748 shares.

 First
Amended and Restated 2021 Equity Compensation Plan

 Our
then sole director and majority stockholders adopted a 2021 Equity Incentive Plan, on May 9, 2021, which was amended and restated by
our then sole director and majority stockholders on September 30, 2021 (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 non-statutory 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. In making a determination of whether to make an award and the amount of such awards, the
Board may take into account the nature of the services rendered by such person, his or her present and potential contribution to the
Company's success, and such other factors as the Board of Directors in its discretion shall deem relevant.

 Subject
to adjustment in connection with the payment of a stock dividend, a stock split or subdivision or combination of the shares of common
stock, or a reorganization or reclassification of the Company's common stock, the aggregate number of shares of common stock which
may be issued pursuant to awards under the 2021 Plan is the sum of (i) 520,000 shares, and (ii) an automatic increase on April 1st of
each year commencing on April 1, 2022 and ending on (and including) April 1, 2031, 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 may act prior to April 1st of a given year to provide that the increase
for such year will be a lesser number of shares of common stock, also known as an " evergreen " provision. Notwithstanding
the above, no more than 1,560,000 incentive stock options may be granted pursuant to the terms of the 2021 Plan. The number of shares
of common stock available for awards under the 2021 Plan increased automatically on April, 1, 2022, by 76,178 shares, equal to 5% of
our outstanding shares of common stock as of January 2, 2022, April 1, 2023, by 76,881 shares, equal to 5% of our outstanding shares
of common stock as of December 31, 2022, and April 1, 2024, by 95,687 shares, equal to 5% of our outstanding shares of common stock as
of December 30, 2023, and as a result a total of 768,748 shares are currently available for awards under the 2021 Plan, not including
awards previously granted, of which 619,298 shares remain available for future awards, when including awards previously granted.

 Shares
subject to stock awards granted under our 2021 Plan that expire or terminate without being exercised in full or that are paid out in
cash rather than in shares will not reduce the number of shares available for issuance under our 2021 Plan. Shares withheld under a stock
award to satisfy the exercise, strike or purchase price of a stock award or to satisfy a tax withholding obligation will not reduce the
number of shares available for issuance under our 2021 Plan. If any shares of our common stock issued pursuant to a stock award are forfeited
back to or repurchased or reacquired by us (i) because of a failure to meet a contingency or condition required for the vesting of such
shares; (ii) to satisfy the exercise, strike or purchase price of a stock award; or (iii) to satisfy a tax withholding obligation in
connection with a stock award, the shares that are forfeited or repurchased or reacquired will revert to and again become available for
issuance under our 2021 Plan.

 ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 Except
as discussed below or otherwise disclosed above under "Item 11. Executive Compensation", there have been no transactions
over the last two fiscal years, and there is not currently any proposed transaction, in which the Company was or is to be a participant,
where the amount involved exceeds the lesser of (a) $120,000 or (b) one percent of the Company's total assets at year-end for the
last two completed fiscal years, and in which any officer, director, or any stockholder owning greater than five percent (5%) of our
outstanding voting shares, nor any member of the above referenced individual's immediate family, had or will have a direct or indirect
material interest.

 Related
Party Transactions

 Convertible
Notes and Conversions

 On
August 13, 2021 and June 28, 2021, the Company borrowed $100,000 and $25,000, respectively, from u/a/d 02/02/1997, Trust FBO Yaacov Dabah.
On June 28, 2021 and August 13, 2021, the Company borrowed $25,000 and $100,000, respectively, from u/a/d 02/02/1997, Trust FBO Chana
Dabah. On June 28, 2021, the Company borrowed $25,000, from u/a/d 02/02/1997, Trust FBO Eva Dabah. On June 28, 2021, the Company borrowed
$25,000, from u/a/d 02/02/1997, Trust FBO Moshe Dabah (the Company's Chief Operating and Technology Officer). The trustees of the
trusts are Renee Dabah (the wife of Ezra Dabah, our Chief Executive Officer and Chairman) and Raine Silverstein, the mother-in-law of
Ezra Dabah. The beneficiaries of the trusts are children of Ezra and Renee Dabah, our Chief Executive Officer and Chairman. The loans
were evidenced by unsecured convertible promissory notes. Each of the convertible notes were payable on January 15, 2022, do not accrue
interest, 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 million and required 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 December 27, 2021, the Company repaid $100,000 of the outstanding loans.

 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 was 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 June 2, 2022, the Company paid $150,000 of the outstanding loan amounts.

 On
March 31, 2022, the Company entered into a First Amendment to Promissory Note with Ezra Dabah, the Company's Chief Executive Officer
and director, Raine Silverstein & Renee Dabah, co-trustee, u/a/d 02/02/1997, Trust FBO Chana Dabah and Raine Silverstein & Renee
Dabah, co-trustee, u/a/d 02/02/1997, Trust FBO Yaacov Dabah, pursuant to which the Company and the note holders agreed to amend certain
outstanding promissory notes evidencing an aggregate of $2,200,000 owed by the Company to such note holders (including $2,000,000 owed
to Mr. Dabah, $100,000 owed to Trust FBO Chana Dabah and $100,000 owed to Trust FBO Yaacov Dabah) which had a stated due date of January
15, 2022, to instead be payable on demand, effective as of January 15, 2022.

 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.

 Nina
Footwear Transactions

 Mr.
Ezra Dabah, the Chief Executive Officer, majority stockholder, and Chairman of the Company, is the Chief Executive Officer of Nina Footwear.
Mr. Dabah and his family 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.

 We
sublease our fulfillment/warehouse center and our office space from 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 was 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.

 The
New York corporate office sublease provides us the right to use a portion of the space leased by Nina Footwear (approximately 7,500 square
feet of space). The Company will pay a percentage of the related party's fixed monthly rent, including contingent rental expenses.
 The lease is set to expire on April 30, 2027, with an average monthly
rent of $29,259, which we believe is the current market price for such office space in New York City. 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.

 In
the normal course of business, the Company made purchases from related parties (Nina Footwear) 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.

 On
January 1, 2020 and 2021, we entered into identical Management Services Agreements (with each subsequent agreement replacing the prior
year's agreement) with Nina Footwear. Pursuant to the Management Agreement, the Company engaged Nina Footwear to provide administrative
and executive support services to the Company. To date the administrative and executive support services have consisted of the services
of Mr. Dabah and his sister-in-law, Ms. Nina Miner, the Chief Creative Officer of Nina Footwear. The Management Agreement remains in
place until terminated by mutual agreement of the parties. 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.

 To
date, Mr. Ezra Dabah, has not been paid any consideration from us, and has instead been paid compensation solely by Nina Footwear, which
as described above, he serves as Chief Executive Officer of. A portion of such consideration paid by Nina Footwear (which portion has
not been specifically allocated), is for services provided by Mr. Dabah to the Company under the Management Agreement.

 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.

 On
March 29, 2024, the Company entered into the Merger Agreement with Nina Footwear, and 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.

 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.

 Other
Related Party Relationships

 Yaacov
Dabah the son of Ezra Dabah, our Chief Executive Officer, runs the Company's Amazon Marketplace site. Yaacov Dabah received $69,787
and $115,231 for the years ended December 30, 2023 and December 31, 2022, respectively.

 Pursuant
to a Voting Agreement entered into on September 1, 2021, Ezra Dabah's children, Moshe Dabah, who is also our Vice President, Chief
Operating Officer and Chief Technology Officer (who holds 29,122 shares of outstanding common stock), Eva Yagoda (who holds 13,420 shares
of common stock), Joia Kazam (who holds 13,420 shares of common stock), Chana Rapaport (who holds 13,420 shares of common stock) and
Yaacov Dabah (who holds 19,325 shares of common stock); Gila Goodman (who holds 61,196 shares of our common stock), who is the sister
of Ezra Dabah and aunt of Moshe Dabah; Isaac Dabah, who is the brother of Ezra Dabah, and uncle of Moshe Dabah and his spouse (who hold
9,394 shares of common stock); GMM Capital LLC, an entity which Isaac Dabah controls (which holds 59,183 shares of common stock); and
Sterling Macro Fund, an entity which Isaac Dabah controls (which holds 7,650 shares of common stock), and certain trusts in the names
of Mr. Dabah's children (which in aggregate hold 301,682 shares of common stock), and which are beneficially owned by Mr. Dabah's
wife and mother-in-law, provided complete authority to Ezra Dabah to vote the shares of common stock held by such persons and entities
at any and all meetings of stockholders of the Company and via any written consents. The Voting Agreement has a term of three years,
through August 31, 2024, but can be terminated at any time by Mr. Dabah and terminates automatically upon the death of Mr. Dabah. In
connection with their entry into the Voting Agreement, each of the other parties thereto provided Mr. Dabah an irrevocable voting proxy
to vote the shares covered by the Voting Agreement. Due to the Voting Agreement, Mr. Dabah is deemed to beneficially own the shares of
common stock beneficially owned by Moshe Dabah, Gila Goodman, Greg Kiernan and Isaac Dabah and each of the trusts beneficially owned
by his wife and mother-in-law, and his children.

 Indemnification
Agreements

 We
have entered into indemnification agreements with each of our directors and officers. The indemnification agreements and our Second Amended
and Restated Certificate of Incorporation and Amended and Restated Bylaws require us to indemnify our directors and officers to the fullest
extent permitted by Delaware law.

 Review,
Approval and Ratification of Related Party Transactions

 The
Audit Committee reviews related party transactions to determine whether such transactions are fair to the Company and its stockholders.
The Audit Committee of the Board of Directors of the Company is tasked with reviewing and approving any issues relating to conflicts
of interests and all related party transactions of the Company (" Related Party Transactions "). The Audit Committee,
in undertaking such review, will analyze the following factors, in addition to any other factors the Audit Committee deems appropriate,
in determining whether to approve a Related Party Transaction: (1) the fairness of the terms for the Company (including fairness from
a financial point of view); (2) the materiality of the transaction; (3) bids / terms for such transaction from unrelated parties; (4)
the structure of the transaction; (5) the policies, rules and regulations of the U.S. federal and state securities laws; (6) the policies
of the Committee; and (7) interests of each related party in the transaction.

 The
Audit Committee will only approve a Related Party Transaction if the Audit Committee determines that the terms of the Related Party Transaction
are beneficial and fair (including fair from a financial point of view) to the Company and are lawful under the laws of the United States.
In the event multiple members of the Audit Committee are deemed a related party, the Related Party Transaction will be considered by
the disinterested members of the Board of Directors in place of the Committee.

 In
addition, our Code of Business Conduct and Ethics (described above under " Item 10. Directors, Executive Officers and Corporate
Governance—Code of Ethics "), which is applicable to all of our employees, officers and directors, requires that all employees,
officers and directors avoid any conflict, or the appearance of a conflict, between an individual's personal interests and our
interests.

Independence

 In
evaluating the independence of each of our directors and director nominees, the Board considers transactions and relationships between
each director or nominee, or any member of his or her immediate family, and the Company and its subsidiaries and affiliates. The Board
also examines transactions and relationships between directors and director nominees or their known affiliates and members of the Company's
senior management and their known affiliates. The purpose of this review is to determine whether any such relationships or transactions
are inconsistent with a determination that the director is independent under applicable laws and regulations and Nasdaq listing standards.

 The
Board has affirmatively determined that each of Mr. Sichel, Ms. Kronenberg and Mr. Schott, is an independent director as defined under
the Nasdaq rules governing members of boards of directors and as defined under Rule 10A-3 of the Exchange Act, and has no relationship
that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

 Furthermore,
the Board has determined that each of the members of our Audit Committee is independent within the meaning of Nasdaq director independence
standards applicable to members of such committee, as currently in effect.

 ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES.

 Fees
to Independent Registered Public Accounting Firm

 Our
independent public accounting firm for the years ended December 30, 2023 and December 31, 2022, was CohnReznick LLP, New York, New York,
PCAOB Auditor Firm Id: 596.

 As
outlined in the table below, we incurred the following fees for the fiscal years ended December 30, 2023 and December 31, 2022 for
professional services rendered by CohnReznick LLP for the audit of the Company's annual financial statements and for
audit-related services, and all other services, as applicable.

 Type of Fees

 2023

 2022

 Audit Fees (1)

 $
 192,675

 $
 196,350

 Audit-Related Fees(2)

 $
 3,750

 $
 1,942

 Total

 $
 196,425

 $
 198,292

 (1)

 Audit
 fees represent fees for professional services provided by our principal accountant in connection with the audit of our financial
 statements, the quarterly reviews of financial statements included in our Form 10-Q filings, the reviews of other statutory or regulatory
 filings and assistance with and review of documents filed with the SEC.

 (2)

 Audit-related
 fees for 2022 consisted of fees for professional services rendered in connection with our Form S-3 registration statements.

 Pre-Approval
Policy for Services Performed by Independent Auditor

 The
Audit Committee has responsibility for the appointment, compensation and oversight of the work of the Company's independent auditor.
As part of this responsibility, the Audit Committee must pre-approve all permissible services to be performed by the independent auditor.

 The
Charter of the Audit Committee includes an auditor pre-approval policy which sets forth the procedures and conditions pursuant to which
pre-approval may be given for services performed by the independent auditor. Under the policy, the Audit Committee is required to review
and pre-approve: (i) auditing services (including those performed for purposes of providing comfort letters and statutory audits) and
(ii) non-auditing services that exceed a de minimis standard established by the Audit Committee, which are rendered to the Company by
its outside auditors (including fees). The Committee is also required: (i) if required by any applicable law or rule of Nasdaq request
from the outside auditors, at least annually, a written report describing: (a) the outside auditors' internal quality-control procedures;
and (b) any material issues raised by the most recent internal quality-control review or peer review of the outside auditors, or by any
inquiry or investigation by government or professional authorities, within the preceding five years, with respect to one or more independent
audits carried out by the outside auditors, and any steps taken to deal with any such issues; (ii) if required by applicable law or rule
of Nasdaq review and discuss with the outside auditors any relationships or services that may impact the objectivity and independence
of the outside auditors; and (iii) receive from the independent auditor annually a formal written statement delineating all relationships
between the independent auditor and the Company consistent with Independence Standards Board Standard No. 1, as may be modified or supplemented
by such other standards as may be set by law or regulation or Nasdaq rules; and discuss with the independent auditor in an active dialogue
any such disclosed relationships or services and their impact on the independent auditor's objectivity and independence and present
to the Board its conclusion with respect to the independence of the independent auditor.

 After
reviewing the foregoing reports and the outside auditors' work throughout the year, the Audit Committee is required to evaluate
the outside auditor's qualifications, performance and independence. This evaluation is required to include the review and evaluation
of the lead partner(s) of the outside auditors. In making its evaluation, the Audit Committee may take into account the opinions of management
and the Company's internal auditors (or other personnel responsible for the internal audit function) and shall take appropriate
action in response to the outside auditors' report and the opinions of those the Audit Committee consults to satisfy itself of
the outside auditors' independence and adequate performance.

 The
Audit Committee is also required to further consider whether, in order to assure the continuing independence of the outside auditors,
there should be regular rotation of the lead audit partner (in addition to what may already be required by law or regulation).

 All
audit and permitted non-audit services and all fees associated with such services performed by our independent registered public accounting
firm in fiscal 2023 and 2022 were approved by the Audit Committee consistent with the policy described above.

 PART
IV

 ITEM
15. EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 (a)

 No
financial statement or supplemental data are filed with this Amendment No. 1 to Form 10-K. See Index to Financial Statements and Supplemental
Data of the Original Form 10-K.

 (b)
Exhibits

 The
exhibits required to be filed by Item 15 are set forth in, and filed with or incorporated by reference in, the "Exhibit Index"
of the Original Form 10-K. The attached list of exhibits in the "Exhibit Index" sets forth the additional exhibits required
to be filed with this Amendment No. 1 and is incorporated herein by reference in response to this item.

 Exhibit

 Number

 Description

 31.3*

 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 31.4*

 Certification of Principal Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act

 Cover

 *

 Filed
 herewith.

 SIGNATURES

 Pursuant
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 29, 2024

 By:

 /s/
 Ezra Dabah

 Name:

 Ezra
 Dabah

 Title:

 President
 and Chief Executive Officer

 (Principal
 Executive Officer)