US-headquartered online children's clothing subscription service Kidpik and Nina Footwear, a brand specialising in dress shoes and accessories, have made a definitive merger agreement. 

As part of the all-stock transaction, Nina Footwear stockholders will receive 80% of the shares in Kidpik common stock.

The combined company will be renamed Nina Holding Corp.  

Kidpik is currently controlled by Ezra Dabah, who is also chief executive officer of Nina Footwear and owns a significant portion of both companies along with his family. 

Dabah, his wife and their children will continue to control 76.8% of Nina Holding's voting shares.

The merger was approved by Kidpik's board of directors based on the unanimous recommendation of a special committee established to evaluate potential strategic transactions involving Kidpik.  

Dabah stated: “Our transaction is expected to increase Kidpik’s revenue, cashflow and prospects, while also strengthening Kidpik’s balance sheet and significantly increasing stockholder value. I am extremely happy to fulfil my late father in-law Stanley Silverstein’s wish to make Nina a public company on the heels of the 70th anniversary of our family business.  

“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.”  

The special committee recommended the merger, noting that Kidpik's significant net operating loss carryforwards, estimated at $38m, are expected to be retained post-merger due to Ezra Dabah's control of both companies.  

The transaction is subject to approvals from Kidpik and Nina Footwear stockholders and is expected to close in the third quarter of 2024.