Washington, D.C. 20549

Form 12b-25

(Check one):☒ Form 10-K☐ Form 20-F☐ Form 11-K☐ Form 10-Q☐ Form 10-D☐ Form N-CEN
☐ Form N-CSR

For Period Ended:December 31, 2020
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:


PFSweb, Inc.
(Full Name of Registrant)

Not Applicable
(Former Name if Applicable)

505 Millennium Drive, Allen, Texas75013
(Address of Principal Executive Offices)(Zip Code)


PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
(a)The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
(b)The subject annual report, semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
(c)The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
PFSweb, Inc. (the “Company” or “we”) has determined that it is unable to timely file its Annual Report on Form 10-K for the year ended December 31, 2020 (the “2020 Form 10-K”). The filing of the Company’s Annual Report has been delayed as a result of certain deficiencies identified in our revenue process, which require additional time and work to complete our assessment of our internal control environment in order to determine if these deficiencies may result in a material weakness or significant deficiency. This ongoing assessment is being conducted under the framework in “Internal Control—Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013. Although the Company’s analysis is still ongoing, we currently believe that no changes or adjustments will be required to our previously filed annual and quarterly reports.
The Company expects to file the 2020 Form 10-K as soon as possible, but in no event later than March 31, 2021, the prescribed due date under the fifteen calendar day extension provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended.

(1)Name and telephone number of person to contact in regard to this notification
Thomas J. Madden972881-2900
(Name)(Area Code)(Telephone Number)

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). Yes  ☒    No  ☐

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? Yes ☐   No ☒
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

PFSweb, Inc.
(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Dated March 16, 2021By:/s/Thomas J. Madden 
Thomas J. Madden,
Executive Vice President and Chief Financial Officer