Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or


           Standard; Transfer of Listing.

On May 22, 2023, Kaspien Holdings Inc. (the "Company"), pursuant to an authorization by its board of directors (the "Board"), notified The Nasdaq Stock Market LLC ("Nasdaq") of the Company's decision to voluntarily delist its common stock from The Nasdaq Capital Market and its intent to file a Form 25 with the U.S. Securities and Exchange Commission (the "SEC") on or about June 1, 2023. As a result, the Company expects the delisting of its common stock to become effective on or about June 12, 2023.

The Company anticipates that its common stock will be quoted on the OTCQB or other market operated by OTC Markets Group Inc. (the "OTC"), and it intends to take such actions to enable its common stock to be quoted on the OTCQB or on another OTC market so that a trading market may continue to exist for its common stock. There is no guarantee, however, that a broker will continue to make a market in the common stock and that trading of the common stock will continue on an OTC market or otherwise.

At this time, the Company is not taking steps to deregister as a public company under the Securities Exchange Act of 1934.

Item 7.01. Regulation FD Disclosure.

On May 22, 2023, the Company issued a press release as required by the Nasdaq listing rules regarding the decision by the Board to voluntarily delist the Company's common stock from The Nasdaq Capital Market. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8­K is being furnished under Item 7.01 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act.

Item 9.01. Financial Statements and Exhibits.

Exhibit Number Description



  99.1         Press Release, dated May 22, 2023

104            Cover Page Interactive Data File, formatted in Inline XBRL (embedded
               within the Inline XBRL document)

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