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



As previously noted on the Company's Form 8-K filed with the Securities and Exchange Commission on December 15, 2022, Kaspien Holdings Inc. (the "Company") had received written notice from The Nasdaq Stock Market ("Nasdaq") that the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2), and must regain compliance with that requirement by June 12, 2023.

Separately, on May 4, 2023, the Company received written notice from Nasdaq that given the reported stockholders' equity on the Company's Form 10-K for the year ended January 28, 2023, the Company also is not in compliance with the minimum stockholders' equity requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(b)(1).

In accordance with the Nasdaq Listing Rules, the Company has been provided a period of 45 calendar days, or until June 20, 2023, to submit a plan to Nasdaq to regain compliance with the minimum stockholders' equity requirement. If the Company's plan is accepted, Nasdaq may grant an extension of up to 180 calendar days from the date of its letter, or until October 31, 2023, for the Company to evidence compliance. If the Company's plan is not accepted, the Company expects that at that time Nasdaq will provide written notice to the Company that the Company's common stock will be subject to delisting.

Neither notice has an immediate impact on the listing of the Company's common stock, which will continue to trade on The Nasdaq Capital Market.

The Company continues to monitor its closing bid price for its common stock and to consider available options to resolve the Company's noncompliance with the minimum bid price requirement and noncompliance with the minimum stockholders' equity requirement.

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