Current Report Filing (8-k)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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, 2023 (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 [phone]

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

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. ☐

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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.

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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.

			Boxed, Inc.
Date: February 3, 2023			By:			/s/ Jung Choi
			Name:			Jung Choi
			Title:			General Counsel & Secretary