Item 1.01. Entry into a Material Definitive Agreement

Second Lien Credit Agreement Transactions



On January 20, 2023 (the "Closing Date"), Boxed, Inc. (the "Company") and Boxed,
LLC, a wholly owned subsidiary of the Company ("Borrower"), entered into and
closed the Second Lien Credit Agreement (the "2L Term Loan Agreement") with FFI
Fund Ltd., FYI Ltd., and Olifant Fund, Ltd. (collectively, "the "2L Lenders"),
as lenders, and Wilmington Savings Fund Society, FSB, as administrative agent.
The 2L Term Loan Agreement provides for the following term loans: (i) an initial
term loan commitment in an aggregate principal amount not in excess of $42.4
million, funded by $32.4 million exchanged for the principal amount, plus
accrued and unpaid interest, of the Company's existing 7.00% Convertible Senior
Notes due 2026 held by the 2L Lenders on a dollar-for-dollar basis and a $10.0
million new-money investment funded at closing; (ii) $5.0 million in additional
term loan commitments that the Company may draw upon subject to satisfaction of
certain conditions (including the achievement of certain specified sales
milestones); and (iii) up to $5.0 million of additional term loans that may be
extended by the 2L Lenders, subject to the execution of a definitive acquisition
or purchase agreement by the Company pursuant to which a bona fide third party
agrees to purchase more than 50% of the aggregate equity interests or assets of
the Company and its subsidiaries.

Borrowings under the 2L Term Loan Agreement bear interest, solely paid-in-kind
and payable quarterly in arrears, at a rate per annum equal to 11.00%, or 13.00%
while any event of default has occurred and remains outstanding. The 2L Term
Loan Agreement features a guaranteed contractual minimum return (giving credit
for cash proceeds received by the 2L Lenders on account of the Warrants (as
defined below)) for the 2L Lenders in connection with certain trigger events
such as the pre-payment or re-payment of the principal term loan balance, an
acceleration of the term loans, or any bankruptcy or similar proceedings. The
term loans mature on December 14, 2026, at which time all unpaid principal,
accrued and unpaid interest, and any applicable contractual minimum return shall
be due and payable in full.

In connection with the 2L Term Loan Agreement, the Company and its subsidiaries
granted the 2L Lenders a second priority security interest in substantially all
of their assets (ranking junior in priority to the security interests granted on
such assets in favor of BlackRock under the Company's existing credit facility).
Like the Company's existing credit facility, the 2L Term Loan Agreement contains
financial covenants that require the Company to maintain (i) a minimum
unrestricted cash balance of not less than $7.5 million, tested quarterly; (ii)
minimum retail revenue, measured on a trailing four quarter basis; and (iii) a
retail gross margin percentage of at least 6.4%, measured on a trailing four
quarter basis. The 2L Term Loan Agreement includes customary conditions to
borrowing, representations and warranties, and covenants, including affirmative
covenants and negative covenants that restrict the Company's ability to, among
other things, incur indebtedness, grant liens, merge or consolidate, make
acquisitions or other investments, dispose of assets, pay dividends or make
distributions, repurchase stock and enter into certain transactions with
affiliates, in each case subject to certain exceptions specified in the 2L Term
Loan Agreement. The 2L Term Loan Agreement requires the achievement of certain
milestones relating to a process for the potential sale of the Company and the
timeframe for achieving such milestones, in each case as agreed upon between the
Company and the 2L Lenders. Failure to achieve the milestones within such
timeframes would constitute an event of default under the 2L Term Loan
Agreement.

In connection with the Company's entry into the 2L Term Loan Agreement, the
Company also issued the 2L Lenders certain common stock purchase warrants (the
"Warrants") to purchase an aggregate of 14,000,000 shares of the Company's
common stock at an initial exercise price of $3.00 per share. The Warrants may
be exercised by the holder thereof on or before December 15, 2026. Holders of
the Warrants may exercise the Warrants by (i) paying the exercise price in cash;
or (ii) cashless exercise (but only in certain circumstances). Upon the exercise
of any Warrant, the Company will settle such exercise by delivering the
requisite number of shares of common stock, together with cash in lieu of
fractional shares, if any. The exercise price and number of shares of common
stock for which the Warrants are exercisable are subject to adjustment pursuant
to customary anti-dilution adjustment provisions.




The Company and the 2L Lenders also entered into a registration rights agreement
(the "Registration Rights Agreement"), pursuant to which the Company has agreed
to file a registration statement relating to the resale of the shares of common
stock underlying the Warrants within 30 days of the Closing Date, and has agreed
to provide the 2L Lenders with customary piggyback rights for any underwritten
offering of the Company's common stock.

The foregoing descriptions of the 2L Term Loan Agreement, the Warrants and the
Registration Rights Agreement do not purport to be complete descriptions of such
instruments and are subject to and qualified in their entirety by reference to
the full text of such instruments, copies of which are included as Exhibits
10.1, 4.1 and 10.2 hereto, respectively, and the terms of which are incorporated
herein by reference.

Amended Term Loan Agreement with BlackRock

In connection with the Company's entry into the 2L Term Loan Agreement and related transactions described above, on the Closing Date, the Company amended . . .

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.



The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K
as it relates to the Bracebridge Warrants is incorporated by reference into this
Item 3.02. The issuance and sale of the Bracebridge Warrants is being made
pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended (the
"Securities Act"), in transactions not involving any public offering. Any
issuance of common stock upon exercise of the Bracebridge Warrants pursuant to a
cashless exercise will be made pursuant to Section 3(a)(9) of Securities Act as
exchanges exclusively with existing security holders. Any other issuance of
common stock upon exercise of the Bracebridge Warrants will be made pursuant to
Section 4(a)(2) of the Securities Act. The initial maximum number of shares of
common stock issuable upon exercise the Warrants is 14,000,000 shares, subject
to customary anti-dilution adjustments.

Item 8.01. Other Events.



As previously announced, the Company has launched a process to explore strategic
alternatives, including, among other alternatives, a possible sale of the
Company. There can be no assurance that any offers will be made or accepted,
that any agreement will be executed, or that any transaction will be
consummated, in connection with the strategic alternatives process.

Forward-Looking Statements



Certain statements in this Current Report on Form 8-K may constitute
"forward-looking statements" within the meaning of the federal securities laws.
Forward-looking statements generally relate to future events, such as the
Company's strategic alternatives process. In some cases, you can identify
forward-looking statements by terminology such as "intend," and "will," or the
negative of these terms or variations of them or similar terminology. Such
forward-looking statements are subject to risks, uncertainties, and other
factors which could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. The Company has based
these forward-looking statements on its current expectations and assumptions and
analyses made by the Company in light of its experience and perception of
historical trends, current conditions and expected future developments, as well
as other factors the Company believes are appropriate under the circumstances.
However, whether actual results and developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
many of which are beyond the Company's control, including other factors under
the heading "Risk Factors" in the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 2022, and in other filings that the Company has
made and may make with the SEC in the future. All of the forward-looking
statements made in this Current Report on Form 8-K are qualified by these
cautionary statements. The actual results or developments anticipated may not be
realized or, even if substantially realized, they may not have the expected
consequences to or effects on the Company or its business or operations. Such
statements are not intended to be a guarantee of future performance and actual
results or developments may differ materially from those projected in the
forward-looking statements. You should not place undue reliance on these
forward-looking statements, which are made only as of the date of this Current
Report on Form 8-K. The Company undertakes no obligation to update or revise any
forward-looking statements, except as required by law.

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

      Exhibit number              Description
            4.1                     Form of Common Stock Purchase Warrant

           10.1                     Second Lien Credit Agreement, dated

January 20, 2023, by and among

Boxed, LLC, Boxed, Inc., FFI Fund Ltd., FYI Ltd., Olifant Fund, Ltd.
                                  and Wilmington Savings Fund Society, FSB

           10.2                     Registration Rights Agreement, dated January 20, 2023, by and
                                  between Boxed, Inc., Boxed, LLC, and FFI Fund Ltd., FYI Ltd., Olifant
                                  Fund, Ltd

           10.3                     First Amendment to Credit Agreement,

dated January 20, 2023, by and


                                  among Boxed, LLC, Boxed, Inc., Ashbrook Commerce Solutions LLC,
                                  Jubilant LLC, Boxed Max LLC, the lenders party thereto, and Alter
                                  Domus (US) LLC

                                  Cover Page Interactive Data File

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