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x			ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022.

o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                           to                          

Commission file number 001-38134

Delaware						81-4777373
(State or Other Jurisdiction of Incorporation or Organization)						(I.R.S. Employer Identification No.)
28 Liberty Street, New York, New York						10005
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s telephone number, including area code (347) 719-4312

Title of Each Class

Trading Symbol

Name of Exchange on Which Registered

Class A Common Stock, $0.0001 par value per share

APRN

New York Stock Exchange LLC

Yes

o

No

x

Yes

o

No

x

Yes

x

No

o

Yes

x

No

o

Large accelerated filer

o

Accelerated filer

x

Smaller reporting company

x

Emerging growth company

o

Non-accelerated filer

o

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. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x

Yes

o

No

x

PART I
			Item 1.			Business			6
			Item 1A.			Risk Factors			15
			Item 1B.			Unresolved Staff Comments			46
			Item 2.			Properties			46
			Item 3.			Legal Proceedings			46
			Item 4.			Mine Safety Disclosures			46
PART II
			Item 5.			Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities			47
			Item 6.			[Reserved]			47
			Item 7.			Management’s Discussion and Analysis of Financial Condition and Results of Operations			48
			Item 7A.			Quantitative and Qualitative Disclosures about Market Risk			74
			Item 8.			Financial Statements and Supplementary Data			74
			Item 9.			Changes in and Disagreements with Accountants on Accounting and Financial Disclosure			74
			Item 9A.			Controls and Procedures			74
			Item 9B.			Other Information			75
			Item 9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections			76
PART III
			Item 10.			Directors, Executive Officers, and Corporate Governance			77
			Item 11.			Executive Compensation			77
			Item 12.			Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters			77
			Item 13.			Certain Relationships and Related Transactions, and Director Independence			77
			Item 14.			Principal Accountant Fees and Services			77
PART IV
			Item 15.			Exhibits and Financial Statement Schedule			78
			Item 16.			Form 10-K Summary			78
EXHIBITS INDEX									78
SIGNATURES									83

•the sufficiency of our cash resources and ability to operate as a going concern in the event that prior to the end of the second quarter of 2023, RJB Partners, LLC (“RJB”) and certain other affiliates of Joseph N. Sanberg do not fund their remaining respective obligations under the $56.5 million private placement and $12.7 million gift card transaction, we are unable to raise sufficient funds from our February 2023 at-the-market offering or from other financing sources, we are unable to dispose of some or all of the pledged securities securing the RJB private placement obligation in a private or other sale and receive cash proceeds sufficient to satisfy amounts owed to us from Mr. Sanberg’s affiliates, or we are unable to realize the anticipated benefits from identified, and to be identified, expense reductions or incur unforeseen additional cash expenses; our expectations regarding our expenses and revenue; the outcome of discussions with our noteholder in the event we breach a covenant or other obligation under our note purchase and guarantee agreement, dated as of May 5, 2022 (as amended, the “note purchase agreement”), including with respect to our ability to meet the financial, reporting and other covenants or our ability to make a payment on the accelerated payment schedule agreed to in March 2023; and our ability, including the timing and extent, to sufficiently manage costs and to fund investments in our operations in amounts necessary to maintain compliance with financial and other covenants under our indebtedness, while continuing to support the execution of our strategy;

•our ability, including the timing and extent, to successfully support the execution of our strategy; our ability to cost-effectively attract new customers and retain existing customers (including, on the one hand, our ability to execute our marketing strategy with a reduced marketing budget, or on the other hand, our ability to sustain any increase in demand we may experience); our ability to continue to expand our product offerings and distribution channels; our ability to sustain any increase in demand and/or ability to continue to execute operational efficiency practices announced in December 2022, including managing our corporate workforce reduction costs and the impact of our workforce reduction on executing our strategy;

•our expectations regarding, and the stability of, our supply chain, including potential shortages, interruptions or continued increased costs in the supply or delivery of ingredients, and parcel and freight carrier interruptions or delays and/or higher freight or fuel costs, as a result of inflation or otherwise;

•our ability to respond to changes in consumer behaviors, tastes, and preferences that could lead to changes in demand, including as a result of, among other things, the impact of inflation or other macroeconomic factors, and to some extent, long-term impacts on consumer behavior and spending habits;

•the company’s ability to attract and retain qualified employees and personnel in sufficient numbers; our ability to effectively compete;

•our ability to maintain and grow the value of our brand and reputation;

•any material challenges in employee recruiting and retention; any prolonged closures, or series of temporary closures, of one or both of our fulfillment centers, supply chain or carrier interruptions or delays, and any resulting need to cancel or shift customer orders;

•our ability to achieve our environmental, social and corporate governance (“ESG”) goals on our anticipated timeframe, if at all;

•our ability to maintain food safety and prevent food-borne illness incidents and our susceptibility to supplier-initiated recalls;

•our ability to comply with modified or new laws and regulations applying to our business, or the impact that such compliance may have on our business;

•our vulnerability to adverse weather conditions, natural disasters, wars, and public health crises, including pandemics;

•our ability to protect the security and integrity of our data and protect against data security risks and breaches; and

•our ability to obtain and maintain intellectual property protection.

•Our consolidated financial statements contain a statement regarding a substantial doubt about our ability to continue as a going concern because funding of the remaining amounts due to us in connection with the liquidity transactions (as defined below) has not yet occurred and we have not yet raised sufficient alternative funds through our at-the-market offerings or otherwise. If such transactions, as described below, do not close and we do not secure sufficient amounts of alternative financing, and/or we do not realize the anticipated benefits of our identified and to be identified cost savings, we will be unable to meet our current obligations and we will be unable to continue as a going concern as early as the second quarter of 2023.

•Our indebtedness could materially adversely affect our business and financial condition. In particular, any failure to comply with the covenants in the note purchase agreement or failure to timely pay the accelerated payment obligations agreed to in March 2023 would materially adversely affect our business. Furthermore, the restrictive covenants in our note purchase agreement may limit our ability to pursue our business strategies, which would materially adversely affect our operating results, and the failure to comply with such restrictions could materially adversely affect our business.

•We have a history of losses, and we may be unable to achieve or sustain profitability.

•We may be unable to successfully continue to execute our strategy. If we fail to cost effectively acquire new customers or retain our existing customers or if we fail to derive profitable net revenue from our customers, our business would be materially adversely affected.

•If we fail to effectively attain or manage any future revenue growth, or if we fail to effectively manage costs, our business could be materially adversely affected.

•If we do not successfully maintain, operate and optimize our fulfillment centers and logistics channels, and manage our ongoing real property and operational needs, our business, financial condition and operating results could be materially adversely affected.

•Our business depends on a strong and trusted brand, and any failure to maintain, protect or enhance our brand, including as a result of events outside our control, could materially adversely affect our business.

•Increased competition presents an ongoing threat to the success of our business.

•Changes in consumer tastes and preferences or in consumer spending due to inflation or otherwise, and other economic or financial market conditions could materially adversely affect our business.

•Our ability to source quality ingredients and other products is critical to our business, and any disruption to our supply or supply chain could materially adversely affect our business.

•Food safety and food-borne illness incidents or advertising or product mislabeling may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

•If we lose key management or fail to meet our need for qualified employees, with specialized skills, our business, financial condition and operating results could be materially adversely affected.

•We rely on our proprietary technology and data to forecast customer demand and to manage our supply chain, and any failure of this technology, or the quality of our data, could materially adversely affect our business, financial condition and operating results.

•We are subject to extensive governmental regulations which require significant expenditures and ongoing compliance efforts. Even inadvertent, non-negligent or unknowing violations of federal, state or local regulatory requirements could expose us to adverse governmental action and materially adversely affect our business, financial condition and operating results. Further, changes to law, regulation or policy applicable to food could leave us vulnerable to adverse governmental action and materially adversely affect our business, financial condition and operating results.

ITEM 1.    BUSINESS.

For meal plans, customers have the flexibility to choose any combination of the core recipes offered in any week, regardless of their plan. For each Order per week, this includes a minimum of two recipes with up to sixteen choices on the Two-Serving Plan and a minimum of two recipes with up to fourteen choices on the Four-Serving Plan. Beginning in 2022, the weekly main course recipe options also include two Ready to Cook recipes, which are shipped with a recyclable cooking tray and require no knife work or chopping. In addition, each week customers can add unlimited Add-ons recipes to each Order, which includes breakfast, appetizers, side dishes, desserts, à la carte proteins, and/or Heat & Eat meals, which are microwavable meals ready in minutes.

Our ingredient standards are critically important to us and our customers. We source only ingredients that are as sustainable as possible. All of our beef, poultry, and pork comes from animals not treated with added hormones or sub-therapeutic antibiotics, and our eggs are Certified Humane Raised and Handled® pasture raised. Similarly, we source high-quality seafood consistent with the standards established by Monterey Bay Aquarium Seafood Watch, one of the world’s most respected sustainable seafood organizations, and we prioritize sourcing seafood with additional third-party verified sustainability certifications.

Our deep supplier relationships provide us the ability to source high quality ingredients. This enables us to collaborate on demand planning to manage inventories and optimize yields in effort to reduce waste and cost while minimizing our supply chain footprint. Blue Apron often aims to work directly with farmers when practicable to ensure customers receive high quality, seasonally-inspired produce at optimal freshness, at the best value. We source from farmers, ranchers, fisheries, and other suppliers of meat, seafood, and poultry products that meet our animal welfare standards, enabling us to provide premium ingredients to our customers such as pasture raised beef and Certified Humane Raised and Handled® pasture raised eggs.

For all of our products, we use a combination of paid, earned, and owned media to increase the awareness of our brand and attract new customers. Our content enables customers to connect and interact with our brand even when they are not cooking with us. For example, we leverage both our digital channels and printed content within deliveries to highlight specific ingredients, provide general cooking tips and techniques and foster conversation within our community of home cooks.

We also believe our customers roughly mirror the general geographical population distribution of the United States. According to the 2020 Current Population Survey by the U.S. Census Bureau, the top ten states account for 54% of total U.S. households. Similarly, we estimate that these states accounted for 53% of our customers in the fourth quarter of 2022.

			Population by State
			Blue Apron Customers
			Top 10 States: 53% All Other: 47%

We believe that the principal competitive factors upon which we compete include: marketing; variety and flexibility of product offering; price and value perception; brand reputation; product quality (including uniqueness of ingredients, flavors and techniques); customer satisfaction; convenience; food safety; customer service; and reliable and timely fulfillment.

•Establishing a leadership development program, “At Our Best,” that provided our senior leaders with tools to operate at their best individually and collectively, with inclusion and empathy at the core, and to lead meaningful and sustainable change within the company;

•Instituting a culture of accountability and implementing best-practice foundations to support better talent planning for our people which is designed to allow us to more effectively and efficiently deliver against our strategy, drive performance and accountability; and

•Introducing new incentive programs in our fulfillment centers to promote awareness around team performance in critical areas, focusing on quality and efficiency and creating a special place to work.

•The Responsible Sourcing Council to help set guidelines and standards for product sourcing, business relationships, and marketing partnerships to align with "Aprons For All"; and

•The Diversity Council to foster an environment that ensures that people from all backgrounds have equal opportunities to succeed and grow at Blue Apron.

ITEM 1A.    RISK FACTORS

Our consolidated financial statements contain a statement regarding a substantial doubt about our ability to continue as a going concern because funding of the remaining amounts due to us in connection with the liquidity transactions (as defined below) has not yet occurred and we have not yet raised sufficient alternative funds through our at-the-market offerings or otherwise. If such transactions, as described below, do not close and we do not secure sufficient amounts of alternative financing and/or we do not realize the anticipated benefits of our identified and to be identified cost savings, we will be unable to meet our current obligations and we will be unable to continue as a going concern as early as the end of the second quarter of 2023.

Because the pledged entities are privately-held companies, there is no public trading market for the pledged shares. As a result, the value of the pledged shares could be less than the outstanding obligated amount, and, if we seek to foreclose upon the pledged shares to satisfy pledgor’s obligation to pay the remaining outstanding obligated amount, the proceeds of any private sale of the pledged shares, to the extent any such private sale is permissible and effected subject to regulatory and contractual limitations that may apply, may be less than could have been obtained from a sale in a public trading market and may be less than the remaining outstanding obligated amount.

Our ability to continue as a going concern requires us to have sufficient capital to meet our minimum liquidity covenant, as applicable, as well as to continue to make investments and to fund our operations. As discussed more below, because we have agreed to repay our $30.0 million of outstanding senior secured notes in full by the end of the second quarter of 2023, our operating cash flows alone are not expected to provide us with sufficient capital to continue to make investments and to fund our operations for the twelve months following the date of this report, and as early as the end of the second quarter of 2023 based on our current operating plans and programs, we are dependent upon our ability to receive the remaining $68.2 million due to us in connection with the liquidity transactions, any cash proceeds from the disposition of the pledged collateral, if any, our ability to obtain additional funding and raise additional capital, including as a result of the February 2023 ATM or otherwise, and our ability to achieve the anticipated savings through the implementation of expense reductions in areas identified and to be identified by us in product, technology, general and administrative costs and marketing expenditures. In addition to the foregoing, we may also seek to pursue and execute financing opportunities, a business combination or other strategic transaction, although there is no assurance that we can identify or consummate any such transaction.

•our cash resources and related marketing efforts;

•the flexibility and variety of our product offerings relative to our competitors, and our ability to timely launch new product initiatives;

•the quality and price of products offered by us and our competitors;

•our reputation and brand strength relative to our competitors;

•customer satisfaction;

•consumer tastes and preferences and trends in consumer spending, which have changed, and may continue to change, in response to macroeconomic factors, like inflation, the impact of the COVID-19 pandemic or otherwise;

•the size and composition of our customer base;

•the convenience of the experience that we provide;

•the strength of our food safety and quality program;

•our ability to comply with, and manage the costs of complying with, laws and regulations applicable to our business; and

We have implemented significant reorganization activities in our business to adjust our cost structure, and we may engage in similar reorganization activities in the future. For example, in December 2022, to better align internal resources with strategic priorities, we announced a reduction in corporate personnel, which resulted in a reduction of approximately 10%, our corporate workforce, inclusive of both then current and vacant roles. As a result, we incurred approximately $1.5 million of employee-related expenses, primarily consisting of severance payments, substantially all of which are cash expenditures to be paid in the first half of 2023. In addition, in February 2020, we announced a plan to close our fulfillment center in Arlington, Texas. As part of this plan, in the first and second quarters of 2020 we transferred all of the remaining production volume from our Arlington, Texas fulfillment center to our Linden, New Jersey and Richmond, California fulfillment centers. These actions resulted and could result in the future in the loss of employees across various functions through attrition or the need for further reductions, the loss of institutional knowledge and expertise and the reallocation and combination of certain roles and responsibilities across our organization, all of which could adversely affect our operations. In addition, there is a risk of reduced employee morale and, as a result, we could face further employee attrition following a reorganization activity. We may also be unable to efficiently transition the production volume between our fulfillment centers or maintain our production efficiencies during or after any such transfer. For example, we temporarily reopened the Arlington fulfillment center in January 2021 to leverage existing assets to meet forecasted demand while we continued to identify and implement other operating efficiencies in our other fulfillment centers; we then closed the Arlington fulfillment center in April 2021, consolidating production volume at our other fulfillment centers.

•price and volume fluctuations in the overall stock market from time to time;

•volatility in the market price and trading volume of comparable companies;

•actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of securities analysts;

•departure of key personnel;

•litigation involving us or that may be perceived as having an adverse effect on our business;

•changes in general economic, industry and market conditions and trends, including as a result of high inflationary pressures;

•investors’ general perception of us;

•sales or perceived sales of large blocks of our stock; and

•the timing and amount of raising additional capital, if any;

•the level of demand for our service offerings and our ability to maintain our customer base,

•the timing and success of new service introductions by us or our competitors or any other change in the competitive landscape of our market;

•the mix of products sold;

•order rates by our customers;

•pricing pressure as a result of competition or otherwise;

•delays or disruptions in our supply chain;

•our ability to reduce costs;

•errors in our forecasting of the demand for our products, which could lead to lower net revenue or increased costs;

•seasonal or other variations in buying patterns by our customers;

•changes in and timing of sales and marketing and other operating expenses that we may incur;

•levels of customer credits and refunds;

•adverse litigation judgments, settlements or other litigation related costs;

•food safety concerns, regulatory proceedings or other adverse publicity about us or our products;

•costs related to the acquisition of businesses, talent, technologies or intellectual property, including potentially significant amortization costs and possible write downs;

•changes in consumer tastes and preferences and consumer spending habits; and

On November 4, 2021, in connection with the 2021 Purchase Agreement and concurrently with the closing of the rights offering, we issued to RJB an aggregate of (i) 6,265,813 shares of Class A common stock, (ii) warrants to purchase 5,012,354.58219726 shares of Class A common stock at an exercise price of $15.00 per share, (iii) warrants to purchase 2,506,177.291098630 shares of Class A common stock at an exercise price of $18.00 per share, and (iv) warrants to purchase 1,253,088.645549316 shares of Class A common stock at an exercise price of $20.00 per share, for an aggregate purchase price of $62.7 million in two private placements, which was financed, according to Mr. Sanberg’s Schedule 13D filed on November 15, 2021 through a loan secured by a pledge of such shares of Class A common stock. On November 4, 2021, we entered into a registration rights agreement with RJB and Mr. M. Salzberg, pursuant to which RJB, Mr. M. Salzberg and their respective permitted transferees, including pledgees, have the right to request that we file a shelf registration statement with respect to all or a portion of the shares that they hold, which include (x) shares of Class A common stock held prior to the execution of the 2021 Purchase Agreement, and (y) shares of Class A common stock and shares underlying the warrants purchased in connection with the 2021 Purchase Agreement. On December 10, 2021, we filed a registration statement for the resale of such shares and warrants with the SEC, which permits Mr. Sanberg, RJB, Mr. M. Salzberg and their respective permitted transferees, to sell such shares and/or warrants at any time and from time to time.

•establishing a classified board of directors with staggered three-year terms so that not all members of our board are elected at one time, which will be fully phased out in 2024;

•providing that directors may be removed by stockholders only for cause and only with a vote of the holders of at least 66 2/3% of the votes that all our stockholders would be entitled to cast for the election of directors;

•limiting the ability of our stockholders to call and bring business before special meetings and to take action by written consent in lieu of a meeting;

•requiring advance notice of stockholder proposals for business to be conducted at meetings of our stockholders and for nominations of candidates for election to our board of directors;

•authorizing blank check preferred stock, which could be issued with voting, liquidation, dividend and other rights superior to our Class A common stock; and

ITEM 1B.    UNRESOLVED STAFF COMMENTS.

ITEM 2.    PROPERTIES.

ITEM 3.    LEGAL PROCEEDINGS.

ITEM 4.    MINE SAFETY DISCLOSURES.

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

ITEM 6.    [RESERVED]

ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

			Year Ended December 31,
			2022						2021						2020
			(In thousands)
Net revenue			$	458,457					$	470,377					$	460,608
Net income (loss)			$	(109,733)					$	(88,381)					$	(46,154)
Adjusted EBITDA			$	(79,253)					$	(39,215)					$	(1,037)
Net cash from (used in) operating activities			$	(91,587)					$	(48,962)					$	(5,372)
Free cash flow			$	(98,228)					$	(54,039)					$	(11,369)

			Three Months Ended
			March 31,						June 30,						September 30,						December 31,
2022
Orders (in thousands)			1,869						1,701						1,548						1,460
Customers (in thousands)			367						349						323						298
Average Order Value			$	62.99					$	67.14					$	70.83					$	73.15
Orders per Customer			5.1						4.9						4.8						4.9
Average Revenue per Customer			$	321					$	328					$	340					$	358
2021
Orders (in thousands)			2,104						1,977						1,760						1,678
Customers (in thousands)			391						375						350						336
Average Order Value			$	61.63					$	62.72					$	62.30					$	63.78
Orders per Customer			5.4						5.3						5.0						5.0
Average Revenue per Customer			$	331					$	330					$	313					$	319
2020
Orders (in thousands)			1,763						2,152						1,917						1,879
Customers (in thousands)			376						396						357						353
Average Order Value			$	57.68					$	60.88					$	58.56					$	61.43
Orders per Customer			4.7						5.4						5.4						5.3
Average Revenue per Customer			$	271					$	331					$	314					$	327

			Year Ended December 31,
			2022						2021						2020
			(In thousands)
Net revenue			$	458,467					$	470,377					$	460,608
Operating expenses:
Cost of goods sold, excluding depreciation and amortization			304,574						301,763						282,924
Marketing			84,118						72,086						49,934
Product, technology, general and administrative			155,101						145,442						137,244
Depreciation and amortization			21,862						22,203						24,503
Other operating expense			1,530						—						4,567
Total operating expenses			567,185						541,494						499,172
Income (loss) from operations			(108,718)						(71,117)						(38,564)
Gain (loss) on extinguishment of debt			650						(4,089)						—
Interest income (expense), net			(3,664)						(8,131)						(7,548)
Other income (expense), net			2,033						(5,021)						—
Income (loss) before income taxes			(109,699)						(88,358)						(46,112)
Benefit (provision) for income taxes			(34)						(23)						(42)
Net income (loss)			$	(109,733)					$	(88,381)					$	(46,154)

			Year Ended December 31,
			2022						2021						2020
Net revenue			100.0		%				100.0		%				100.0		%
Operating expenses:
Cost of goods sold, excluding depreciation and amortization			66.4		%				64.2		%				61.4		%
Marketing			18.3		%				15.3		%				10.8		%
Product, technology, general and administrative			33.8		%				30.9		%				29.8		%
Depreciation and amortization			4.8		%				4.7		%				5.3		%
Other operating expense			0.3		%				—		%				1.0		%
Total operating expenses			123.6		%				115.1		%				108.4		%
Income (loss) from operations			(23.6)		%				(15.1)		%				(8.4)		%
Gain (loss) on extinguishment of debt			0.1		%				(0.9)		%				—		%
Interest income (expense), net			(0.8)		%				(1.7)		%				(1.6)		%
Other income (expense), net			0.4		%				(1.1)		%				—		%
Income (loss) before income taxes			(23.9)		%				(18.8)		%				(10.0)		%
Benefit (provision) for income taxes			0.0		%				0.0		%				0.0		%
Net income (loss)			(23.9)		%				(18.8)		%				(10.0)		%

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Net revenue			$	458,467					$	470,377					(3)		%

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Cost of goods sold, excluding depreciation and amortization			$	304,574					$	301,763					1		%
% of net revenue			66.4		%				64.2		%

•an increase of 130 basis points in shipping and fulfillment packaging due to rate increases and fuel surcharges from shipping carriers;

•an increase of 80 basis points in food and product packaging costs, driven by the costs related to new product offerings and enhancements to our existing product offerings to provide variety, flexibility, and additional choice for our customers; and

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Marketing			$	84,118					$	72,086					17		%
% of net revenue			18.3		%				15.3		%

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Product, technology, general and administrative			$	155,101					$	145,442					7		%
% of net revenue			33.8		%				30.9		%

•an increase of $6.6 million in facilities costs for our corporate offices and fulfillment centers, primarily driven by the purchase and subsequent retirement of carbon offsets in order to fulfill our commitment to being carbon neutral as of March 31, 2022 and by amounts previously recognized as interest expense under build-to-suit accounting now recognized within product, technology, general and administrative expenses upon the adoption of ASC 842;

•an increase of $4.4 million in corporate overhead and administrative costs, driven by investments in external consultants to support operational efficiency; partially offset by

•a decrease of $1.3 million in personnel costs, primarily driven by a decrease in share-based compensation as a result of forfeitures.

As a percentage of net revenue, product, technology, general and administrative expenses increased to 33.8% for 2022 from 30.9% for 2021 primarily due to investments to support our business and execute on key business initiatives.

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Depreciation and amortization			$	21,862					$	22,203					(2)		%
% of net revenue			4.8		%				4.7		%

			Year Ended December 31,
			2022						2021						% Change
			(In thousands)
Income (loss) from operations			$	(108,718)					$	(71,117)					53		%
% of net revenue			(23.6)		%				(15.1)		%

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Net revenue			$	470,377					$	460,608					2		%

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Cost of goods sold, excluding depreciation and amortization			$	301,763					$	282,924					7		%
% of net revenue			64.2		%				61.4		%

Cost of goods sold, excluding depreciation and amortization, increased by $18.9 million, or 7%, to $301.8 million for 2021 from $282.9 million for 2020. As a percentage of net revenue, cost of goods sold, excluding depreciation and amortization, increased to 64.2% for 2021 from 61.4% for 2020. The increase in cost of goods sold, excluding depreciation and amortization, as a percentage of net revenue, was primarily due to:

•an increase of 190 basis points in food and product packaging costs, driven by price increases, the cost of premium and specialty ingredients related to new product offerings and enhancements to our existing product offerings to provide variety, flexibility, and additional choice for our customers, as well as increased usage of higher-priced pre-packaged produce to facilitate and improve capacity at our fulfillment centers;

•an increase of 60 basis points in shipping and fulfillment packaging largely due to rate increases and fuel surcharges from shipping carriers, and

•an increase of 30 basis points in labor costs driven by the minimum wage increase for hourly employees in the fourth quarter of 2021.

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Marketing			$	72,086					$	49,934					44		%
% of net revenue			15.3		%				10.8		%

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Product, technology, general and administrative			$	145,442					$	137,244					6		%
% of net revenue			30.9		%				29.8		%

•an increase of $5.6 million in corporate overhead and administrative costs, driven by investments in external consultants to support our then growth strategy;

•an increase of $2.2 million in personnel costs driven by wage increases and certain headcount increases to support our then growth strategy, and an increase in shared-based compensation; and

•an increase of $0.4 million in facilities costs for our corporate offices and fulfillment centers, primarily driven by the costs of administering COVID-19 tests to workers at our fulfillment centers.

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Depreciation and amortization			$	22,203					$	24,503					(9)		%
% of net revenue			4.7		%				5.3		%

			Year Ended December 31,
			2021						2020						% Change
			(In thousands)
Income (loss) from operations			$	(71,117)					$	(38,564)					84		%
% of net revenue			(15.1)		%				(8.4)		%

•adjusted EBITDA excludes share-based compensation expense, as share-based compensation expense has recently been, and will continue to be for the foreseeable future, a significant recurring expense for our business and an important part of our compensation strategy;

•adjusted EBITDA excludes depreciation and amortization expense and, although these are non-cash expenses, the assets being depreciated may have to be replaced in the future;

•adjusted EBITDA excludes other operating expense, as other operating expense represents non-cash impairment charges on long-lived assets, a non-cash gain, net of a termination fee, on a lease termination, charges for estimated legal settlements, and restructuring costs;

•adjusted EBITDA excludes gains and losses on extinguishment of debt, as these primarily represent non-cash accounting adjustments;

•adjusted EBITDA does not reflect interest expense, or the cash requirements necessary to service interest, which reduces cash available to us;

•adjusted EBITDA does not reflect other (income) expense, net as this represents changes in the fair value of the Blue Torch warrant obligation as of each reporting period, which must be settled either in cash, which would have harmed our liquidity, or our Class A common shares, which would have resulted in dilution to our stockholders;

•adjusted EBITDA does not reflect income tax payments that reduce cash available to us; and

•other companies, including companies in our industry, may calculate adjusted EBITDA differently, which reduces its usefulness as a comparative measure.

•free cash flow is not a measure of cash available for discretionary expenditures since we have certain non-discretionary obligations such as debt repayments and capital lease obligations that are not deducted from the measure; and

•other companies, including companies in our industry, may calculate free cash flow differently, which reduces its usefulness as a comparative measure.

			Year Ended December 31,
			2022						2021						2020						2019						2018
			(In thousands)
Reconciliation of net income (loss) to adjusted EBITDA
Net income (loss)			$	(109,733)					$	(88,381)					$	(46,154)					$	(61,081)					$	(122,149)
Share-based compensation			6,073						9,699						8,457						8,970						16,320
Depreciation and amortization			21,862						22,203						24,503						31,200						34,517
Other operating expense			1,530						—						4,567						3,571						2,170
Loss (gain) on extinguishment of debt			(650)						4,089						—						—						—
Interest (income) expense, net			3,664						8,131						7,548						8,943						7,683
Other (income) expense, net			(2,033)						5,021						—						—						—
Provision (benefit) for income taxes			34						23						42						42						88
Adjusted EBITDA			$	(79,253)					$	(39,215)					$	(1,037)					$	(8,355)					$	(61,371)

			Year Ended December 31,
			2022						2021						2020
			(In thousands)
Reconciliation of net cash from (used in) operating activities to free cash flow
Net cash from (used in) operating activities			$	(91,587)					$	(48,962)					$	(5,372)
Purchases of property and equipment			(6,641)						(5,077)						(5,997)
Free cash flow			$	(98,228)					$	(54,039)					$	(11,369)

			December 31, 2022						December 31, 2021
			(In thousands)
Cash and cash equivalents			$	33,476					$	82,160
Accounts receivable, net			$	556					$	234
Restricted cash included in Prepaid expenses and other assets			$	111					$	608
Restricted cash included in Other noncurrent assets			$	1,069					$	829
Working capital (1)			$	(33,283)					$	(30,399)

(1)We define working capital as the difference between our current assets (excluding cash and cash equivalents) and current liabilities (excluding the current portion of long-term debt and the current portion of the Blue Torch warrant obligation).

•allowed us to voluntarily prepay the senior secured notes within 18 months of the issue date, subject to an Applicable Premium (as defined within the amendment) penalty;

•allowed us to repurchase up to $25.0 million of our outstanding equity interests, subject to certain conditions; and

•added certain limitations to the definition of Cash Flow Forecast (as defined within the amendment).

•a minimum liquidity covenant of:

i.for any date prior to or ending on June 30, 2022, including those within required cash flow forecasts provided to the noteholders, $15.0 million; and

ii.prior to the note purchase agreement amendment (as described above) for any date thereafter, including those within required 13-week cash flow forecasts provided to the noteholders:

•$15.0 million if our most recent Asset Valuation (as defined in the note purchase agreement) is greater than $25.0 million;

•$20.0 million if our most recent Asset Valuation is greater than $20.0 million but less than $25.0 million; or

•$25.0 million if our most recent Asset Valuation is less than or equal to $20.0 million, or is as of yet uncompleted; and

			Year Ended December 31,
			2022						2021						2020
			(In thousands)
Net cash from (used in) operating activities			$	(91,587)					$	(48,962)					$	(5,372)
Net cash from (used in) investing activities			(6,418)						(3,666)						(5,777)
Net cash from (used in) financing activities			49,064						90,383						10,548
Net increase (decrease) in cash, cash equivalents, and restricted cash			(48,941)						37,755						(601)
Cash, cash equivalents, and restricted cash–beginning of period			83,597						45,842						46,443
Cash, cash equivalents, and restricted cash–end of period			$	34,656					$	83,597					$	45,842

In 2022, net cash from (used in) financing activities was $49.1 million and consisted primarily of the net proceeds relating to our debt, equity, and warrant issuances, partially offset by repayments of debt and payments of debt and equity issuance costs.

In February 2021, we granted 1,190,250 shares of performance-based restricted stock units for our Class A common stock to certain employees, including our executive officers. Such units are subject to vesting conditions that are tied to the achievement of certain stock price targets and time-based requirements beginning February 25, 2021 and continuing through February 25, 2024. As this grant was determined to include a market condition, we utilized the Monte Carlo simulation valuation model to value the grant. The total grant date fair value was $7.7 million, and will be recognized on a straight-line basis over the derived service periods, which range from 0.99 to 2.99 years, as determined by the Monte Carlo simulation valuation model.

The Blue Torch warrant obligation in conjunction with the Amendment, as discussed in “Liquidity and Capital Resources – Debt financing transactions” above, was accounted for in accordance with ASC 815-40, Contracts in an Entity’s Own Equity, as a liability recognized at fair value, and was remeasured as of each balance sheet date with changes in fair value recorded in Other income (expense), net in the Consolidated Statements of Operations. The amount of each warrant to be issued under the obligation set forth in the financing agreement was based upon 0.50% of the then-outstanding shares of our common stock on a fully-diluted basis on the first day of each quarter beginning on or after July 1, 2021, so long as the 2020 Term Loan remained outstanding. As such, the fair value of the Blue Torch warrant obligation was calculated using the estimated amount of warrants to be issued over the life of the financing agreement multiplied by the closing price of our stock as of the balance sheet date, less $0.01 per share to represent each warrant’s exercise price. The estimated amount of shares to be issued was derived from our estimate of shares of our common stock on a fully-diluted basis over the life of the financing agreement.

In 2022, we recorded a non-cash gain in Other income (expense) of $2.0 million in our Statement of Operations resulting from the change in the fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period, as well as the gain recognized upon derecognition. In 2021, we recorded a non-cash loss in Other income (expense) of $(5.0) million in our Statement of Operations resulting from the change in the fair value of the Blue Torch warrant obligation upon remeasurement as of each reporting period.

For the years ended December 31, 2022 and 2021, there were no impairments of long-lived assets. For the year ended December 31, 2020, we recorded impairment charges of $7.6 million in Other operating expense on long-lived assets related to our Arlington, Texas fulfillment center. See Note 7 to the Consolidated Financial Statements of this Annual Report on Form 10-K for further discussion.

We record accruals for loss contingencies when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. If the reasonable estimate of the loss is a range and no amount within the range is a better estimate, the minimum amount of the range is recorded as a liability. If a probable loss is not reasonably estimable, or we determine that a loss is reasonably possible, but not probable, we disclose the matter, and the amount or range of the possible losses, if estimable, in the notes to the Consolidated Financial Statements. As of December 31, 2022, 2021, and 2020, we had accruals of $0.0 million, $0.0 million, and $1.1 million in Other operating expense for estimated legal settlements for which we concluded the loss was probable and reasonably possible.

ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide information under this item.

ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

ITEM 9A.    CONTROLS AND PROCEDURES.

•pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

•provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

•provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company's assets that could have a material effect on the financial statements.

•Providing training of internal controls to key stakeholders within the IT process

•Enhancing user access review procedures to ensure completeness and precision around user access permission validations

ITEM 9B.    OTHER INFORMATION.

ITEM 9C.    DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

ITEM 11.    EXECUTIVE COMPENSATION.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES.

ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULE.

(a)			Financial Statements and Financial Statement Schedule
			See “Index to Consolidated Financial Statements.”
(b)			Exhibits
			See “Exhibit Index.”

ITEM 16.    FORM 10-K SUMMARY.

EXHIBIT INDEX

						Incorporated by Reference
Exhibit Number			Exhibit Description			Form			File Number			Exhibit			Filing Date			Filed Herewith
3.1			Restated Certificate of Incorporation of Blue Apron Holdings, Inc., as amended			S-3			333-258315			4.1			07/30/2021
3.2			Amended and Restated Bylaws of Blue Apron Holdings, Inc.			8-K			001-38134			3.1			11/04/2021
4.1			Specimen stock certificate evidencing shares of Class A common stock			S-1/A			333-218425			4.1			06/19/2017
4.2			Description of Registered Securities															X
4.3			Form of Rights Offering Warrant			S-3/A			333-259677			4.2			09/28/2021
4.4			Form of 2021 Private Placement Warrant			8-K			001-38145			4.1			09/15/2021
4.5			Form of Warrant Agent Agreement			S-3/A			333-259677			4.4			09/28/2021
4.6			Form of 2022 Private Placement Warrant			8-K			001-38134			4.1			02/15/2022
10.1			Form of Indemnification Agreement with directors and executive officers			S-1/A			333-218425			10.2			06/19/2017
10.2*			2012 Equity Incentive Plan			S-1			333-218425			10.3			06/01/2017
10.3*			Form of Incentive Stock Option Agreement under 2012 Equity Incentive Plan			S-1			333-218425			10.4			06/01/2017
10.4*			Form of Non-Qualified Stock Option Agreement under 2012 Equity Incentive Plan			S-1			333-218425			10.5			06/01/2017

10.5*			Form of Restricted Stock Agreement under 2012 Equity Incentive Plan			S-1			333-218425			10.6			06/01/2017
10.6*			2017 Equity Incentive Plan			S-1/A			333-218425			10.7			06/19/2017
10.7*			Form of Stock Option Agreement under 2017 Equity Incentive Plan			S-1/A			333-218425			10.8			06/19/2017
10.8*			Form of Restricted Stock Unit Agreement under 2017 Equity Incentive Plan			S-1/A			333-218425			10.9			06/19/2017
10.9*			2022 Form of Restricted Stock Unit Agreement under 2017 Equity Incentive Plan			10-Q			001-38134			10.4			05/09/2022
10.10*			2021 Form of Performance Stock Unit Agreement under 2017 Equity Incentive Plan			10-Q			001-38134			10.1			05/06/2021
10.11*			2022 Form of Performance Stock Unit Agreement under 2017 Equity Incentive Plan			10-Q			001-38134			10.3			05/09/2022
10.12			Lease, dated as of July 15, 2013, as amended, by and between Dreisbach Enterprises, Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.)			S-1			333-218425			10.12			06/01/2017
10.13			Sixth Amendment to Lease, dated as of July 15, 2013, by and between Dreisbach Enterprises, Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.), dated as of January 29, 2019			10-K			001-38134			10.11			02/25/2019
10.14			Seventh Amendment to Lease, dated as of July 15, 2013, by and between Dreisbach Enterprises, Inc. and Blue Apron, LLC (formerly known as Blue Apron, Inc.), dated as of September 29, 2021			10-Q			001-38134			10.1			11/09/2021
10.15			Standard Industrial/Commercial Single-Tenant Lease, dated as of August 1, 2014, by and between DF/Hilltop, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)			S-1			333-218425			10.16			06/01/2017
10.16			Lease, dated as of March 21, 2016 by and between Duke Linden, LLC and Blue Apron, LLC (formerly known as Blue Apron, Inc.)			S-1			333-218425			10.18			06/01/2017