BOXD Boxed Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 12b-25

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If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I — REGISTRANT INFORMATION

 

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PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

 

PART III — NARRATIVE

 

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

 

Boxed, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “2022 Form 10-K”).

 

As previously reported on the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 6, 2023 and March 14, 2023, Boxed, LLC (the “Borrower”), the Company and its subsidiaries (collectively with the Company, the “Guarantors” and, the Guarantors together with the Borrower, the “Obligors”) entered into a forbearance agreement (the “Forbearance Agreement”) on March 1, 2023 by and among the Obligors, the BlackRock affiliated lenders (the “Lenders”) under that certain credit agreement, dated as of August 4, 2021 (as amended, the “Credit Agreement”), and the administrative agent for the Lenders (the “Administrative Agent”).  Pursuant to the Forbearance Agreement, the Lenders agreed to forbear any rights or remedies under the Credit Agreement, other applicable loan documents and applicable law, as well as any rights or remedies arising under that certain second lien credit facility, dated as of January 20, 2023 (the “Second Lien Credit Facility”), from a default or any cross-default under the Second Lien Credit Facility, to which the Lenders would otherwise be entitled, as further described in the Company’s Current Report on Form 8-K filed with the SEC on March 6, 2023.

 

The Company has directed a considerable amount of time and effort toward discussions and negotiations with respect to the Forbearance Agreement as well as with regard to exploring strategic alternatives, restructuring the Company’s financing arrangements and related liabilities and improving liquidity.  The Forbearance Agreement requires the Borrower to satisfy certain milestones (as further described in the Company’s Current Reports on Form 8-K filed with the SEC on March 6, 2023 and March 14, 2023). The Company continues to have discussions with the Lenders and the Lenders have provided limited extensions for the satisfaction of these milestones to permit the Company and the Lenders to continue their discussions. The achievement of such milestones and the consequent outcome of the aforementioned discussions remains uncertain.  In consideration of the significant amount of time devoted by management with respect to the Forbearance Agreement and discussions with other stakeholders regarding the foregoing matters, which has also required a dedication of the Company’s personnel and resources that precluded the Company from completing the preparation and review of its financial statements and disclosures for the reporting period, the uncertainty regarding the achievement of applicable Borrower milestones and the time required by management to evaluate fully and disclose the potential consequences of such discussions in the Company’s financial statements and 2022 Form 10-K, the Company is unable to file its 2022 Form 10-K on or before the prescribed filing date without unreasonable effort or expense. The Company does not currently expect to file the 2022 Form 10-K on or before the fifteen-day extension period granted pursuant to Rule 12b-25 under the Securities and Exchange Act of 1934, as amended.

 

PART IV — OTHER INFORMATION

 

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.