Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Independent Director
On March 27, 2023, the Board increased the authorized number of directors
constituting the Board from seven to eight and elected Ms. Pamela Corrie as an
independent director of the Company, effective immediately, to serve as a Class
II director until her successor is duly qualified and elected or until her
earlier death, resignation, or removal. Ms. Corrie will receive $30,000 per
month as compensation for her service as an independent director. The Company
has entered into its standard form of indemnification agreement with Ms. Corrie.
Ms. Corrie has also been appointed as chair of the restructuring committee of
the Board (the "Restructuring Committee"), as described below.
Item 8.01. Other Events.
Forbearance Agreement and Liquidity
As previously disclosed, the Company is party to that certain Forbearance
Agreement, dated as of March 1, 2023, by and among Boxed, LLC, a Delaware
limited liability company (the "Borrower"), the Company and its subsidiaries
(collectively with the Borrower, the "Obligors"), the BlackRock affiliated
lenders thereunder (the "Lenders") and Alter Domus (US) LLC, as agent for the
lenders (the "Administrative Agent").
On March 24, 2023, in order to extend the Lenders' forbearance and permit the
Company and the Lenders to continue their discussions and negotiation, the
Borrower made a $4,000,000 prepayment to the Lenders utilizing cash subject to a
first lien security interest of the Administrative Agent and the Lenders. The
Company continues to engage in discussions and negotiation with the Lenders and
to evaluate its options, which includes filing for relief under the Bankruptcy
Code and other strategic alternatives.
The Company has also continued to implement cash management strategies,
including streamlining operations and further headcount reductions.
Restructuring Committee
In March 2023, the Board formed a Restructuring Committee to oversee all key
matters in connection with pursuing a potential case under the Bankruptcy Code
or other strategic alternatives, as well as any purchase, offer or sale of some
or all of the Company's assets. The Restructuring Committee is authorized with
full and exclusive power and authority to, among other things, oversee such key
matters.
The members of the Restructuring Committee are Pamela Corrie, Emerson S. Moore
II and David Liu.
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Forward-Looking Statements
This Current Report on Form 8-K contains forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 and other
securities laws, about the Company that involve substantial risks and
uncertainties. All statements other than statements of historical facts
contained in this Current Report on Form 8-K are forward-looking statements. In
some cases, you can identify forward-looking statements because they contain
words such as "expect," "may," "will," "could" or "believes" or the negative of
these words or other similar terms or expressions. Forward-looking statements in
this Current Report on Form 8-K include, but are not limited to, the Company's
potential filing for relief under the Bankruptcy Code or other strategic
alternatives, as well as any purchase, offer or sale of some or all of the
Company's assets. The forward-looking statements in this Current Report on Form
8-K are only predictions. The Company has based these forward-looking statements
largely on its current expectations and projections about future events and
financial trends that it believes may affect its business, financial condition
and results of operations. Forward-looking statements involve known and unknown
risks, uncertainties and other important factors that may cause its actual
results, performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by the forward-looking
statements, including the Company's potential filing for relief under the
Bankruptcy Code or other strategic alternatives or negotiation of a sale of all
or substantially all of its assets , atypical retail investor interest and the
important factors discussed in the sections entitled "Risk Factors" of the
Company's Quarterly Report on Form 10-Q for the quarter ended September 30,
2022, and in the Company's other filings with the Securities and Exchange
Commission. The forward-looking statements in this Current Report on Form 8-K
are based upon information available to the Company as of the date of this
Current Report on Form 8-K, and while the Company believes such information
forms a reasonable basis for such statements, such information may be limited or
incomplete, and its statements should not be read to indicate that the Company
has conducted an exhaustive inquiry into, or review of, all potentially
available relevant information. These statements are inherently uncertain and
investors are cautioned not to unduly rely upon these statements. Except as
required by law, the Company assumes no obligation to update these
forward-looking statements, or to update the reasons if actual results differ
materially from those anticipated in the forward-looking statements.
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