ITEM 2.02 Results of Operations and Financial Condition

On May 9, 2023, PFSweb, Inc. (the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2023. Attached as an exhibit to this Current Report on Form 8-K is a copy of the press release dated May 9, 2023. The press release contains certain non-GAAP measures, including non-GAAP net income (loss), earnings before interest, income taxes, depreciation and amortization (EBITDA) and adjusted EBITDA. The Company believes these non-GAAP measures provide useful information to both management and investors by focusing on certain operational metrics and excluding certain expenses in order to present its core operating performance and results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. Each of the non-GAAP measures, included in the press release, have been reconciled to their GAAP equivalent results contained in the press release.

ITEM 7.01 Regulation FD Disclosure

A copy of the Company's press release dated May 9, 2023 announcing its financial results for the quarter ended March 31, 2023 is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Items 2.02 and 7.01 of this Current Report on Form 8-K and the exhibit attached hereto as Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

ITEM 9.01 Financial Statements and Exhibits.



(d) Exhibits.


Exhibit No.       Description
99.1                Press Release Issued May 9, 2023
104               Cover Page Interactive Data file, formatted in Inline XBRL

Cautionary Note Regarding Forward-Looking Statements. This Current Report on Form 8-K and the press release contain forward-looking statements which involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements.

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