Kidpik Corp. ( PIK ) shares rocketed premarket Tuesday after it disclosed a definitive merger agreement with Nina Footwear Corp. in an all-stock transaction.

As per the terms, Nina Footwear stockholders will be issued Kidpik’s common shares, such that upon closing, its stockholders will own 80% of Kidpik’s outstanding common shares.

Notably, Kidpik ( PIK ) is controlled by Mr. Ezra Dabah, the Chief Executive Officer, Chairman, and majority shareholder (67% beneficial owner) of Kidpik ( PIK ), who is also the Chief Executive Officer of Nina Footwear. 

Dabah said, “Our transaction is expected to increase Kidpik’s revenue, cashflow and prospects, while also strengthening Kidpik’s balance sheet and significantly increasing stockholder value.”  

“As a team we will refocus our attention on growing Nina through brand and category extensions, international expansion, the resurrection of the Delman shoe brand, and mining our extensive Nina Footwear archive for additional growth, which we believe presents great value. I believe the retention of the net operating loss carryforwards is of tremendous value to our shareholders in entering into the merger,” 

According to the terms of the merger agreement, Kidpik ( PIK ) will acquire Nina Footwear through a reverse subsidiary merger that is intended to be a tax-free reorganization. 

After the merger-closure, the combined company will be renamed “Nina Holding Corp.” and its symbol will change to “NINA”. 

The transaction is projected to close in the third quarter of 2024, subject to customary closing conditions. 

As of September 30, 2023, the company had cash of $0.06 million.

Price Action: PIK shares are up 66.7% at $7.25 premarket on the last check Tuesday.