Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
February 06 2023 - 6:01AM
Edgar (US Regulatory)
Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261823
PROSPECTUS SUPPLEMENT NO. 12
(to prospectus dated April 29, 2022)
Boxed, Inc.
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This prospectus supplement updates, amends and supplements the prospectus dated April 29, 2022 (the “Prospectus”), which forms a part of our Registration Statement on Form S-1, as amended (Registration No. 333-261823).
This prospectus supplement is being filed to update, amend and supplement the information included in the Prospectus with the information contained in our Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 3, 2023 (which is attached to and a part of this prospectus supplement), only to the extent that any information contained in such document is deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
This prospectus supplement is not complete without the Prospectus. This prospectus supplement should be read in conjunction with the Prospectus, which is to be delivered with this prospectus supplement, and is qualified by reference thereto, except to the extent that the information in this prospectus supplement updates or supersedes the information contained in the Prospectus. Capitalized terms used in this prospectus supplement and not otherwise defined herein have the meanings specified in the Prospectus. Please keep this prospectus supplement with your Prospectus for future reference.
Our Common Stock and Warrants are listed on the New York Stock Exchange under the symbols “BOXD” and “BOXD WS,” respectively. On February 2, 2023, the closing price of our Common Stock was $0.635 and the closing price of our Warrants was $0.055.
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We are an “emerging growth company” under federal securities laws and are subject to reduced public company reporting requirements. Investing in our securities involves certain risks. See the section entitled “Risk Factors” beginning on page 10 of the Prospectus and under similar headings in any further amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.
Neither the SEC nor any state securities commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
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The date of this prospectus supplement is February 3, 2023.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________________
FORM 8-K
__________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 3 (February 1), 2023
Boxed, Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
Delaware (State or other jurisdiction of incorporation) | 001-39817 (Commission File Number) | 85-3316188 (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
61 Broadway, Floor 30 New York, New York 10006 |
| (Address of principal executive offices, including zip code) |
(646) 586-5599
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| | | | | |
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | | | | | | | | | | |
| Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
| Common stock, $0.0001 par value per share | | BOXD | | New York Stock Exchange |
| Warrants to purchase common stock | | BOXD WS | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 1, 2023, Tsukasa Ojima, a Class II director, notified Boxed, Inc. (the “Company”) of his resignation from the Company’s Board of Directors (the “Board”), effective immediately. Mr. Ojima informed the Company that his decision is based on his need to focus on his full-time role as Executive Officer, Business Development and Branding at AEON Co. Ltd, (“Aeon”), an investor and partner of the Company, and in consideration of any potential conflicts of interest which could arise between the Company and Aeon. Mr. Ojima’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company and the Board extend their appreciation to Mr. Ojima for his contributions and service on the Board.
In connection with Mr. Ojima’s resignation, the Board decreased the total number of authorized directors from eight to seven. The Board regularly evaluates the size and composition of the Board in light of the best interests of the Company and its stockholders.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| Boxed, Inc. |
| | |
Date: February 3, 2023 | By: | /s/ Jung Choi |
| Name: | Jung Choi |
| Title: | General Counsel & Secretary |
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