Item 1.03. Bankruptcy or Receivership.
On
In addition to the petitions, the Company has filed, among other things, a
motion with the
The Company cannot be certain that holders of the Company's common stock will receive any payment or other distribution on account of those shares following the Chapter 11 Case.
The Company cautions that trading in the Company's common stock during the pendency of the Chapter 11 Case is highly speculative and poses substantial risks. Trading prices for the Company's common stock may bear little or no relationship to the actual recovery, if any, by holders of the Company's common stock in the Chapter 11 Case. Accordingly, the Company urges extreme caution with respect to existing and future investments in its common stock.
Item 2.04. Triggering Events that Accelerate or Increase a Direct Financial
Obligation or an Obligation Under an Off-Balance Sheet Arrangement.
The filing of the Chapter 11 Cases described in Item 1.03 above constitutes an event of default that accelerated the Company's obligations under the following debt instruments (the "Debt Instruments"):
• The Credit Agreement, dated as of
Amendment to Credit Agreement, dated as ofJanuary 20, 2023 , betweenBoxed, LLC , as borrower, the Company, as Parent, the lenders party thereto andAlter Domus (US) LLC , as administrative agent (the "First Lien Credit Agreement");
• The Second Lien Credit Agreement, dated as of
LLC, as borrower, the Company, as parent, the lenders party thereto, andWilmington Savings Fund Society , FSB, as administrative agent (the "Second Lien Credit Agreement"); and
• The Indenture, dated as of
Oaks Acquisition Corp. ), as issuer, andU.S. Bank, N.A. , as Trustee (the "Convertible Note Indenture"), pursuant to which the Company issued 7.00% Convertible Senior Notes due 2026.
The Debt Instruments provide that as a result of the Bankruptcy Petitions, the principal, interest and prepayment premiums due thereunder shall be immediately due and payable. Any efforts to enforce payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Chapter 11 Cases and the holders' rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
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Item 7.01. Regulation FD Disclosure.
On
The press release furnished as Exhibit 99.1 to this Current Report on Form 8-K
shall not be deemed to be "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that section. The press release furnished as Exhibit 99.1 to this Current Report
on Form 8-K shall not be incorporated by reference into any filing with the
Item 8.01. Other Events.
On
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
ability to continue ordinary course operations during the Chapter 11 Case, the
value of the Company's common stock, the potential sale of substantially all of
the assets of Spresso and the ability of holders of the Company's common stock
to receive any payment or distribution. 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
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
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
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Exhibit number Description 99.1 Press Release datedApril 2, 2023 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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