Osmium Partners SC 13D/AKIRKLAND'S / Osmium Partners ownership change

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

KIRKLAND’S, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

497498105

(CUSIP Number)

John H. Lewis

Osmium Partners, LLC

5 Ross Ave,

San Anselmo, CA 94960

(415) 235-5089

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

October 18, 2024

(Date of Event Which Requires Filing of this Statement)

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

EXPLANATORY NOTE

This Amendment No. 2 (this “Schedule 13D Amendment”) amends and supplements the Schedule 13D originally filed with the United States Securities and Exchange Commission (the “SEC”) on May 24, 2024 (the “Original Schedule 13D” and, as amended by Amendment No. 1 filed with the SEC on June 7, 2024 and this Schedule 13D Amendment, the “Schedule 13D”), which served as the fourth amendment to the Schedule 13G filed with the SEC on August 24, 2020, as amended on January 18, 2022, April 28, 2022 and December 21, 2022. This Schedule 13D Amendment is being filed on behalf of John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (“Osmium Partners”), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (“Fund I”), Osmium Capital II, LP, a Delaware limited partnership (“Fund II”), Osmium Spartan, LP, a Delaware limited partnership (“Fund III”), and Osmium Diamond, LP a Delaware limited partnership (“Fund IV” and together with Fund I, Fund II and Fund III, the “Funds”) (all of the foregoing, collectively, the “Reporting Persons”). Mr. Lewis and Osmium Partners may be deemed to share with the Funds (and not with any third party) voting and dispositive power with respect to such shares. Each Reporting Person disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Reporting Person.

Other than as set forth below, all Items in the Schedule 13D are materially unchanged. Capitalized terms used in this Schedule 13D Amendment which are not defined herein have the meanings given to them in the Schedule 13D.

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On October 18, 2024, Osmium Partners delivered a letter to the Issuer expressing its support for proposed transactions between the Issuer and Beyond, Inc. and its intention for the Reporting Persons (i) to attend a meeting of the shareholders of the Issuer held to approve such transactions and (ii) to vote at such meeting any shares of Common Stock then held in favor of such transactions.

(a)-(b) The information contained in lines 7 to 11 and 13 of the cover pages of this Schedule 13D is incorporated herein by reference. The percentage ownership reflected in line 13 of the cover pages is based on 13,111,638 shares of Common Stock outstanding on August 29, 2024, as disclosed in the Issuer’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on September 5, 2024.

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.