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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
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Childrens Place, Inc. (Name of Issuer) |
Common Shares, par value $0.10 per share (Title of Class of Securities) |
(CUSIP Number) |
Turki Saleh A. AlRajhi c/o Synergy, Anas Ibn Malik Road, Al Malqa, Riyadh, T0, 13521 966 11 222 2210 Muhammad Asif Seemab 330 Forest Avenue, Locust Valley, NY, 11560 516 644 0689 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/07/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mithaq Capital SPC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mithaq Global | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Mithaq Capital | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Turki Saleh A. Alrajhi | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
SAUDI ARABIA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,593,236.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Muhammad Asif Seemab | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
PAKISTAN
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,696,819.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
61.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
SNOWBALL COMPOUNDING LTD. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Shares, par value $0.10 per share |
| (b) | Name of Issuer:
Childrens Place, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
500 Plaza Drive, Secaucus,
NEW JERSEY
, 07094. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The disclosure set forth in Item 4 of this Amendment No. 9 is incorporated herein by reference. | |
| Item 4. | Purpose of Transaction |
Introductory Note
This Amendment No. 9 to Schedule 13D (this "Amendment No. 9") amends and supplements the Schedule 13D filed by the Reporting Persons with the SEC on February 16, 2024, as amended and supplemented by Amendments No. 1 through No. 8 to Schedule 13D filed by the Reporting Persons with the SEC on various dates between March 4, 2024 and December 18, 2025 (collectively the "Initial 13D", and the Initial 13D as amended and supplemented by this Amendment No. 9, the "Schedule 13D") relating to the common shares, par value $0.10 per share (the "Common Shares") of The Children's Place, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used in this Amendment No. 9 but not otherwise defined have the respective meanings ascribed to them in the Initial 13D.
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following paragraphs to the end thereof:
Effective July 7, 2026, the Board of Directors of the Issuer has appointed Muhammad Asif Seemab (a Reporting Person) to serve as its President and interim Chief Executive Officer. Prior to his appointment, Mr. Seemab served as a Board member and Executive Vice Chairman of the Issuer. After the appointment, he will remain as a Board member and serve as Vice Chairman of the Issuer. In connection with Mr. Seemab's appointment, he will receive from the Issuer an annual base salary of $497,500. Additionally, Mithaq has granted stock awards to Mr. Seemab in the form of Restricted Stock in an aggregate amount of 500,000 Common Shares (i.e., stock of the Issuer) of the shares it owns to be vested in one-third increments as follows: (i) first one-third, when the Issuer's market capitalization reaches $265 million; (ii) second one-third, when the Issuer's market capitalization reaches $400 million; and (iii) the last one-third, when the Issuer's market capitalization reaches $600 million. Unless an extension is granted by Mithaq, any unvested Common Shares will expire on the 5th anniversary of the grant date (i.e., July 7, 2031).
Pursuant to a previously disclosed commitment letter (the "Commitment Letter") the Issuer entered into with Mithaq on May 2, 2024 for a senior unsecured $40.0 million credit facility (the "Mithaq Credit Facility"), Mithaq advanced $15.0 million to the Issuer on July 1, 2026. The Issuer's remaining availability under the Mithaq Credit Facility therefore has been permanently reduced to $25.0 million.
The Reporting Persons have been informed that the Issuer intends to use the net proceeds of the advance to prepay amounts outstanding under the Company's revolving credit facility under the Credit Agreement, to reduce a portion of the Company's accounts payable balances with vendors, and for other general corporate purposes.
The foregoing descriptions of the arrangements with Mr. Seemab and the advance under the Mithaq Credit Facility are qualified in their entirety by reference to the Letter Agreement dated July 7, 2026 between the Issuer and Mr. Seemab; and Unsecured Promissory Note, dated July 1, 2026, among the Issuer, certain subsidiaries of the Issuer, and Mithaq, copies of which are filed as Ex. 10-11 and Ex. 10-12, respectively, to this Amendment No. 9, and each of which is incorporated herein by reference.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof:
"The information set forth in the Cover Pages and Item 4 of this Amendment No. 9 is incorporated herein by reference." |
| (b) | Item 5(b) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof:
"The information set forth in the Cover Pages and Item 4 of this Amendment No. 9 is incorporated herein by reference." |
| (d) | Item 5(d) of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof:
"The information set forth in the Cover Pages and Item 4 of this Amendment No. 9 is incorporated herein by reference." |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Item 6 of the Initial 13D is hereby amended and supplemented by the addition of the following paragraph to the end thereof:
"the disclosure set forth in Item 4 of this Amendment No. 9 is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. |
Exhibit 10-11 - Letter Agreement dated July 7, 2026 between The Children's Place and Asif Seemab
Exhibit 10-12 - Unsecured Promissory Note, dated July 1, 2026, among the Issuer, certain subsidiaries of the Issuer, and Mithaq
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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