Form 424B3 Boxed, Inc.
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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-261823
PROSPECTUS SUPPLEMENT NO. 6
(to prospectus dated April 29, 2022)
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 August 17, 2022 (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 August 16, 2022, the closing price of our Common Stock was $1.60 and the closing price of our Warrants was $0.1949.
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.
The date of this prospectus supplement is August 17, 2022.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 17, 2022 (August 11, 2022)
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
451 Broadway, Floor 2
New York, New York 10013
|(Address of principal executive offices, including zip code)|
(Registrant’s telephone number, including area code)
(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 1.02. Termination of a Material Definitive Agreement.
As previously reported, on November 28, 2021, Boxed, Inc. (then known as Seven Oaks Acquisition Corp.; the “Company”) and ACM ARRT VII D LLC (the “Seller”) entered into an agreement (the “Agreement”) for a cash-settled OTC Equity Prepaid Forward Transaction, pursuant to which $65.1 million (the “Prepayment Amount”) was paid into a deposit account for the benefit of the Seller, in connection with the consummation of the Company’s business combination transaction, to be held in accordance with the terms of the Agreement until the end of the Valuation Period (as defined in the Agreement).
As previously reported on the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2022 (the “Form 10-Q”), on July 6, 2022, the volume weighted average trading price (the “VWAP”) of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), fell below $5.00 per share for 20 out of 30 consecutive trading days (a “VWAP Trigger Event”). Pursuant to the terms of the Agreement, on August 11, 2022, the Seller notified the Company of the occurrence of the VWAP Trigger Event and the Seller’s election to accelerate the commencement date of the Valuation Period to August 16, 2022.
As previously reported in the Form 10-Q, with respect to the Agreement, as of June 30, 2022, the Company had recorded a forward purchase receivable asset of $58.5 million, offset by a forward purchase option derivative liability of $49.1 million in its condensed consolidated balance sheets. The actual amount of the Prepayment Amount repaid to the Seller, and the portion of the Prepayment Account remitted to the Company, will depend on the VWAP of the Common Stock during the Valuation Period.
The foregoing descriptions of certain terms and provisions of the Agreement do not purport to be complete and are qualified in their entirety by the terms and conditions of the full text of the Agreement, which was previously filed as Exhibit 10.1 to the Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission by the Company on November 30, 2021.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information included in Item 1.02 of this Current Report on Form 8-K (this “Report”) is incorporated by reference into this Item 2.04 of this Report.
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.
Date: August 17, 2022
/s/ Mark Zimowski
Chief Financial Officer and Treasurer
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