Exhibit 99.1

Newegg Commerce Announces First Half 2022 Results and Q3 2022 Guidance

CITY OF INDUSTRY, Calif., September 2, 2022 - Newegg Commerce, Inc. (NASDAQ: NEGG), a leading global technology e-commerce retailer, today announced its guidance for the quarter ending September 30, 2022, which follows its first half 2022 results that were released on August 30, 2022.

Newegg Chief Executive Officer Anthony Chow noted: “As with many in our industry, our performance for the first half of 2022 was affected by several factors that were out of our control including macro-economic conditions, higher inflation, and a weak sales environment due to changes in customer spending behavior.”

Newegg Chief Financial Officer Robert Chang noted: “These challenges and the oversupply of inventory from our sellers negatively affected our net sales and gross margin. As a result, we reported first half 2022 net sales of $890.5 million, gross profit of $110.8 million, net loss of $18.9 million and Adjusted EBITDA^{[Note 1]} of $(4.0) million. For the third quarter of the year, we expect net sales of between $358.8 million and $383.3 million, gross profit of between $42.0 million and $45.0 million, net loss of between $10.1 million and $8.5 million and Adjusted EBITDA^{[Note 2]} of between $(1.7) million and $0.1 million.”

Mr. Chow added, “Through our continued investments in state-of-the-art technologies, which aim to improve customer experience, new product launches in several categories, and our persistent focus on bringing high-quality products to our customers, we have laid a strong foundation for our financial and operational performance. Additionally, we have taken steps to optimize our operations and lower our general costs going forward.”

Newegg’s business plan anticipates the launch of several programs, including:

[Note 1] Newegg calculates first half 2022 Adjusted EBITDA as net loss, excluding stock-based compensation expense of $16.1 million, depreciation and amortization expense of $5.0 million, interest and other income, net of $73,000, benefit from income taxes of $3.7 million, gain from warrants liabilities of $0.7 million, and gain from sales of equity method investment of $1.7 million.

Newegg believes that exclusion of these non-recurring and/or non-cash expense items from Adjusted EBITDA facilitates operating performance comparisons on a period-to-period basis and excludes items that Newegg does not consider to be indicative of its core operating performance. Accordingly, Newegg believes that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating its operating results. Adjusted EBITDA is reviewed regularly by Newegg management and board of directors as a regular financial performance metric.

Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of Newegg results as reported under GAAP. For example, depreciation and amortization are non-cash charges, but the assets being depreciated and amortized may have to be replaced in the future, resulting in cash capital expenditures. Adjusted EBITDA also does not reflect changes in, or cash requirements for, working capital needs. Adjusted EBITDA also does not consider the potentially dilutive impact of stock-based compensation or reflect tax payments that may represent a reduction in cash available to Newegg. Other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces its usefulness as a comparative measure. Because of these limitations, you should consider Adjusted EBITDA alongside other financial performance measures, including various cash flow metrics, operating profit and Newegg’s other GAAP results.

[Note 2] Third quarter 2022 Adjusted EBITDA excludes stock-based compensation expense of approximately $7.6 million, depreciation and amortization expense of approximately $2.9 million, interest and other income, net of approximately $93,000, benefit from income taxes of between $2.0 million and $1.8 million, and assumes that there is no gain (loss) from warrants liabilities.

Mr. Chow concluded, “Newegg continues to execute its business strategy, which is designed to navigate current global market challenges and help the company gain market share. Our goal is to continue to provide a superb shopping experience for our customers, develop and maintain long-term, efficient working relationships with our vendors and suppliers, and provide better returns to our shareholders.”

About Newegg

Newegg Commerce, Inc. (NASDAQ: NEGG), founded in 2001 and based in the City of Industry, Calif., near Los Angeles, is a leading global online retailer for PC hardware, consumer electronics, gaming peripherals, home appliances, automotive and lifestyle technology. Newegg serves businesses’ e-commerce needs with marketing, supply chain, and technical solutions in a single platform. For more information: Newegg.com.

Follow Newegg on Twitter, TikTok, Instagram, Facebook, YouTube, Twitch and Discord.

This news release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements give our current expectations, opinion, belief or forecasts of future events and performance. A statement identified by the use of forward-looking words including “will,” “may,” “expects,” “projects,” “anticipates,” “plans,” “believes,” “estimate,” “should,” and certain of the other foregoing statements may be deemed forward-looking statements. Although Newegg believes that the expectations reflected in such forward-looking statements are reasonable, these statements involve risks and uncertainties that may cause actual future activities and results to be materially different from those suggested or described in this news release. Investors are cautioned that any forward-looking statements are not guarantees of future performance and actual results or developments may differ materially from those projected. The forward-looking statements in this press release are made as of the date hereof. The Company takes no obligation to update or correct its own forward-looking statements, except as required by law, or those prepared by third parties that are not paid for by the Company. The Company’s SEC filings are available at http://www.sec.gov.

Contacts:

Media:

Eric Wein

Newegg

eric.j.wein@newegg.com

Investor Relations:

Lena Cati

The Equity Group Inc.

lcati@equityny.com

212-836-9611

Exhibit 99.2

NEWEGG COMMERCE, INC.

2021 EQUITY INCENTIVE PLAN

NOTICE OF GRANT OF AWARD OF RESTRICTED STOCK UNITS

Notice of Grant

Newegg Commerce, Inc. (the “Company”) hereby grants to the Participant named below the number of Restricted Stock Units specified below (the “Award”). Each Restricted Stock Unit represents the right to receive one share of the Company’s common shares, par value $0.021848 per share (the “Common Shares”), upon the terms and subject to the conditions set forth in this Grant Notice, the Newegg Commerce, Inc. 2021 Equity Incentive Plan (the “Plan”) and the Restricted Stock Unit Award Agreement (the “Award Agreement”) promulgated under such Plan, each as amended from time to time. This Award is granted pursuant to the Plan and is subject to and qualified in its entirety by the Award Agreement.

The term “Actual GMV” shall mean the gross merchandise value, as that term is defined by the Company for accounting purposes, expressed in United States dollars, of the Company’s actual worldwide sales of products and services for a particular Performance Measurement Period.

The term “Budgeted GMV” shall mean the gross merchandise value, as that term is defined by the Company for accounting purposes, expressed in United States dollars, of the Company’s budgeted worldwide sales of products and services for a particular Performance Measurement Period, as approved by the Company’s Board of Directors before, on or within a reasonable time after the beginning of the Performance Measurement Period in question.

The term “Achievement Percentage” for a particular Performance Measurement Period shall mean the Actual GMV for a particular Performance Measurement Period divided by the Budgeted GMV for the same period. The Achievement Percentage shall not exceed one hundred percent (100%).

On each Vesting Date, the number of Restricted Stock Units which shall vest shall be equal to (a) the RSUs Eligible for Vesting for the Performance Measurement Period in question, multiplied by (b) the Achievement Percentage for the same period, provided that:

In addition, the Compensation Committee of the Company’s Board of Directors may, but only within the time prescribed by Section 162(m) of the Internal Revenue Code if the Participant is a “Covered Employee” thereunder, adjust any Performance Goal, as it deems appropriate in its sole discretion, to exclude the effect (whether positive or negative) of any of the following types of events or matters with respect to the Company occurring after the Grant Date of the Award: unusual or infrequent matters or events, or special items similar to the items that the Company excludes or includes (as applicable) when calculating its performance goals. Each such adjustment, if any, shall be made solely in the discretion of the Compensation Committee for the purpose of providing a consistent basis from period-to-period for the calculation of the Performance Goal in order to prevent the dilution or enlargement of the Participant’s rights with respect to the Award. The Company’s Board of Directors delegates to the Compensation Committee all of its powers to adjust any Performance Goal under this paragraph, and the Board of Directors shall be required to approve of any such adjustment by the Compensation Committee only to the extent such adjustment by the Compensation Committee would exceed its authority under law or under the Company’s charter documents.

The Compensation Committee with respect to grants to employees who are considered to be “Covered Employees” under Section l62(m) of the Internal Revenue Code shall be responsible for determining in good faith whether, and to what extent, the Performance Goals set forth in this Grant Notice have been achieved. The Compensation Committee may rely on information from, and representations by, individuals within the Company in making such determination and when made such determination shall be final and binding on the Participant. The Company’s Board of Directors delegates to the Compensation Committee all of its powers to determine whether any Performance Goal has been achieved under this paragraph, and the Board of Directors shall be required to approve of any such determination by the Compensation Committee only to the extent such determination by the Compensation Committee would exceed its authority under law or under the Company’s charter documents.

If the Participant experiences a Termination of Employment for any or no reason before the Participant vests in any portion of the Restricted Stock Units, the unvested Restricted Stock Units will immediately terminate. However, notwithstanding anything herein to the contrary, the vesting of the Restricted Stock Units shall be subject to any vesting acceleration provisions applicable to the Restricted Stock Units contained in the Plan, the Award Agreement and/or any employment or service agreement, offer letter, severance agreement, or any other agreement between the Participant and the Company or any Affiliate or Subsidiary (such agreement, a “Separate Agreement”).

Withholding:

☐ 

By checking the box above, you authorize the Company to sell an amount of your Common Shares on behalf of you to satisfy the withholding tax obligations that arise with respect to the issuance of any Common Shares upon vesting pursuant to this Award Agreement.

Agreements

By your signature and the Company’s signature below, you and the Company agree that this Award is granted under and governed by the terms of the Plan and the Award Agreement, all of which are attached hereto and incorporated herein by this reference. Capitalized terms used but not defined herein shall have the meanings given to them in the Plan or the Award Agreement, as the case may be.

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You further acknowledge that your rights to any Restricted Stock Units will be earned and become vested only as you provide services to the Company over time and that nothing herein or in the attached documents confers upon you any right to continue your employment or other service relationship with the Company or any Affiliate or Subsidiary for any period of time, nor does it interfere in any way with your right or the Company’s (or any Affiliate’s or Subsidiary’s) right to terminate that relationship at any time, for any reason or no reason, with or without Cause, and with or without advance notice, except as may be required by the terms of a Separate Agreement or in compliance with applicable law.

NEWEGG COMMERCE, INC.

2021 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT

This Award Agreement is made and entered into by and between Newegg Commerce, Inc., a British Virgin Islands company (“Company”), and the Participant identified in the Notice of Grant of Award of Restricted Stock Units (“Grant Notice”) which is attached hereto (the “Participant”).

1. Grant of Restricted Stock Units. The Company hereby grants to the Participant named in the Grant Notice an award of Restricted Stock Units, subject to all of the terms and conditions in this Award Agreement and the Plan, which are incorporated herein by reference. Restricted Stock Units issued pursuant to a Grant Notice and this Award Agreement are referred to in this Agreement as “Restricted Stock Units” or “RSUs.”

2. Company’s Obligation to Pay; Settlement. Each Restricted Stock Unit represents the right to receive payment as soon as practicable following, and in all events within sixty (60) days following, the date it vests in the form of one share of the Company’s Common Shares (each, a “Share” and collectively, the “Shares”). The Participant will have no right to payment of any Shares on any Restricted Stock Units unless and until the Restricted Stock Units have vested in the manner set forth in the Grant Notice and this Award Agreement. Prior to actual payment of a Share on any vested Restricted Stock Unit, such Restricted Stock Unit will represent an unsecured obligation of the Company, for which there is no trust and no obligation other than to issue Shares as contemplated by this Award Agreement and the Plan.

3. Vesting of Award. The Award shall not be vested as of the Grant Date set forth in the Grant Notice and shall be forfeitable unless and until otherwise vested pursuant to the terms of the Grant Notice and this Award Agreement. After the Grant Date, subject to termination or acceleration as provided in this Award Agreement or any Separate Agreement, the Award shall become vested as described in the Grant Notice with respect to that number of Restricted Stock Units as set forth in the Grant Notice. Restricted Stock Units that have vested and are no longer subject to forfeiture are referred to herein as “Vested RSUs.” Restricted Stock Units awarded hereunder that are not vested and remain subject to forfeiture are referred to herein as “Unvested RSUs.” Except as set forth in Section 4 below, upon the Participant’s Termination of Employment, any then Unvested RSUs held by the Participant shall be forfeited and canceled as of the date of such termination.

4. Terminations of Employment; Change in Control.

5. Restrictions on Resales. The Company may impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by the Participant or other subsequent transfers by the Participant of any shares of Common Shares issued pursuant to Vested RSUs, including without limitation (a) restrictions under an insider trading policy, (b) restrictions designed to delay and/or coordinate the timing and manner of sales by the Participant and other holders and (c) restrictions as to the use of a specified brokerage firm for such resales or other transfers.

6. Rights as a Stockholder. The Participant shall not be, nor have any of the rights or privileges of, a stockholder of the Company in respect of any RSUs unless and until shares of Common Shares settled for such RSUs shall have been issued by the Company to the Participant (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). Notwithstanding the foregoing, from and after the Grant Date and until the earlier of (a) the time when the RSUs are settled in accordance with the terms hereof or (b) the time when the Participant’s right to receive Common Shares upon payment of RSUs is forfeited, on the date that the Company pays any cash dividend to holders of Common Shares generally, the Participant shall receive a cash payment equal to the dollar amount of the cash dividend paid per share of Common Shares on such date multiplied by the total number of RSUs then outstanding under this Award.

7. Withholding Taxes. To the extent required by applicable federal, state, local or foreign law, the Participant shall make arrangements satisfactory to the Company for the satisfaction of any withholding tax obligations that arise by reason of the grant or vesting of the RSUs. The Company shall not be required to issue shares or to recognize the disposition of such shares until such obligations are satisfied. The Participant acknowledges that the Company shall have the right to deduct any taxes required to be withheld by law in connection with the settlement of Vested RSUs from any amounts payable by it to the Participant (including, without limitation, future cash wages).

8. Non-Transferability of Award. The Participant understands, acknowledges and agrees that, except as otherwise provided in the Plan or as permitted by the Committee, the Award may not be sold, assigned, transferred, pledged or otherwise directly or indirectly encumbered or disposed of other than by will or the laws of descent and distribution.

9. Other Agreements Superseded. The Grant Notice, this Award Agreement, the Plan and any Separate Agreement, if applicable, constitute the entire understanding between the Participant and the Company regarding the Award. Any prior agreements, commitments or negotiations concerning the Award are superseded.

10. Limitation in Interest in Shares Subject to Restricted Stock Units. Neither the Participant (individually or as a member of a group) nor any beneficiary or other person claiming under or through the Participant shall have any right, title, interest, or privilege in or to any Common Shares allocated or reserved for the purpose of the Plan or subject to the Grant Notice or this Award Agreement except as to such Common Shares, if any, as shall have been issued to such person in connection with the Award. Nothing in the Plan, in the Grant Notice, this Award Agreement or any other instrument executed pursuant to the Plan shall confer upon the Participant any right to continue in the Company’s employ or service nor limit in any way the Company’s (or any Affiliate’s or Subsidiary’s) right to terminate the Participant’s employment or other service at any time for any reason.

11. No Liability of Company. The Company and any Affiliate or Subsidiary which is in existence or hereafter comes into existence shall not be liable to the Participant or any other person as to: (a) the non-issuance or sale of Common Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the authority deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder; and (b) any tax consequence expected, but not realized, by the Participant or other person due to the receipt or settlement of any Restricted Stock Units granted hereunder.

12. Clawback. The Restricted Stock Units and any Common Shares issued pursuant to the Vested RSUs will be subject to recoupment in accordance with any clawback policy adopted by the Company. No recovery of compensation under such a clawback policy will be an event giving rise to a right to resign for “good reason” or “constructive termination” (or similar term) under any agreement with the Company. By accepting the Award, the Participant is agreeing to be bound by any such clawback policy, as in effect or as may be adopted and/or modified from time to time by the Company in its discretion.

13. General.

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Exhibit 99.3

NEWEGG COMMERCE, INC.

SECOND AMENDMENT

TO THE

AMENDED AND RESTATED SHAREHOLDERS AGREEMENT

This Second Amendment to the Amended and Restated Shareholders Agreement, dated as of August 1, 2022 (the “Second Amendment”), is made by and among (i) Newegg Commerce, Inc., a British Virgin Islands company (the “Company”), (ii) Fred Chang, an individual in his capacity as the Minority Representative, and (iii) such other Persons whose names appear on the signature pages hereto (collectively, the “Newegg Shareholders”). Each of the parties hereto is sometimes referred to collectively as the “Parties” in this Second Amendment. All capitalized terms used but not defined herein shall have the meanings as defined in the Shareholders Agreement (as defined below), unless otherwise provided.

RECITALS

WHEREAS, Newegg Inc., a Delaware corporation (“Newegg Delaware”), Digital Grid (Hong Kong) Technology Co., Limited, a Hong Kong company, and certain Newegg Delaware stockholders entered into that certain Stockholders Agreement on March 30, 2017 (the “Original Agreement”);

WHEREAS, Newegg Delaware, the Company (under its former name of Lianluo Smart Limited), and Lightning Delaware Sub, Inc., a Delaware corporation, entered into that certain Agreement and Plan of Merger dated October 23, 2020 (the “Merger Agreement”);

WHEREAS, as a condition to the closing of the transactions contemplated by the Merger Agreement, the Original Agreement was amended and restated by that certain Amended and Restated Shareholders Agreement with an effective date of May 19, 2021 (the “Shareholders Agreement”);

WHEREAS, the Parties by that certain First Amendment to the Amended and Restated Shareholders Agreement, dated March 22, 2022 (the “First Amendment”), subsequently amended the Shareholders Agreement so that the Company’s Right of First Refusal contained in Section 1.03 of the Shareholders Agreement applied only to 90% of the shares of the Company’s common stock that are subject to such Right of First Refusal collectively owned by each Principal Shareholder and its Affiliates, as calculated on May 19, 2021.

WHEREAS, the Parties now wish to further amend the Shareholders Agreement to clarify that the Right of First Refusal contained in Section 1.03 of the Shareholders Agreement and held by either the Company or any Principal Shareholder shall apply only to eighty percent (80%) of the shares of the Company’s common stock collectively owned by each Principal Shareholder and its Affiliates, as calculated on May 19, 2021, that are subject to such Right of First Refusal.

NOW THEREFORE, in consideration of the mutual covenants, conditions and agreements set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties intending to be legally bound agree as follows:

In the event that any Principal Shareholder or any of its Affiliates (a “Transferring Shareholder”) receives a bona fide offer from one or more Persons other than an Affiliate Transferee (each, a “Third Party Purchaser”) to acquire any or all of its or its Affiliates’ Company Shares (subject to the proviso below, the “ROFR Shares”), and such Transferring Shareholder desires to Transfer any or all of such ROFR Shares to such Third Party Purchaser pursuant to such bona fide offer (a “ROFR Sale”), then (i) the Company shall have the right (a “ROFR Right”), but not the obligation, to elect to purchase all (and not less than all) of the ROFR Shares proposed to be Transferred to the Third Party Purchaser, at the same price, and on the same terms and conditions offered by the Third Party Purchaser (the “ROFR Terms”), (ii) in the event the Company does not deliver a ROFR Exercise Notice during the Company ROFR Exercise Period, or delivers a ROFR Exercise Notice for less than all of the ROFR Shares, then each of the Principal Shareholders other than the Transferring Shareholders (each, a “ROFR Shareholder”) shall have a ROFR Right to elect to purchase all (and not less than all) of its Pro Rata Share of the ROFR Shares proposed to be Transferred to the Third Party Purchaser on the ROFR Terms; provided, however, that, with respect to each Principal Shareholder, the first twenty percent (20%) of the Company Shares collectively held by such Principal Shareholder and its Affiliates, calculated as of May 19, 2021, that is Transferred by such Principal Shareholder to a Third Party Purchaser shall not be ROFR Shares and shall not be subject to the ROFR Rights. As used in this Section 1.03, the term “ROFR Right” shall include any ROFR Right held by the Company and any ROFR Right held by any ROFR Shareholder, unless the context clearly indicates otherwise. In the event that a ROFR Sale is in exchange for non-cash consideration, then the ROFR Right shall be exercisable based on the Fair Market Value of such non-cash consideration.

IN WITNESS WHEREOF, the Parties have caused this Second Amendment to be signed by their respective officers thereunto duly authorized all as of the date first written above.

Newegg Commerce, Inc.
By:	/s/ Anthony Chow
Name:	Anthony Chow
Title:	Chief Executive Officer
Digital Grid (Hong Kong) Technology Co., Limited
By:
Name:
Title:
Hangzhou Lianluo Interactive Technology Co., Ltd.
By:
Name:
Title:
Hyperfinite Galaxy Holding Limited
By:
Name:
Title:

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