UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
As previously disclosed, Polished.com Inc. (the “Company”) failed to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”), for the reasons described in the Company’s notification on Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2022. On August 23, 2022, the Company received a notice (the “NYSE Notice”) from NYSE Regulation notifying the Company that, because the Company did not timely file the Form 10-Q, it is not in compliance with Section 1007 of the NYSE American Company Guide (the “Company Guide”), which requires that companies listed on NYSE American LLC (“NYSE American”) timely file all periodic reports with the SEC.
The NYSE Notice is a routine notification to NYSE American-listed companies who are untimely in filing their periodic reports, and has no immediate effect on the listing of the Company’s common stock on NYSE American. Under Section 1007 of the Company Guide, the Company could be granted up to twelve months to cure the late filer deficiency. The initial six month period to regain compliance is automatic and the additional six month period is only granted upon request by the Company and approval by NYSE American.
The Company is working to resolve the issues that have led to the delay in the Form 10-Q filing in order to be able to file the Form 10-Q as soon as possible, but in any event expects to make the Form 10-Q filing before the February 22, 2023 deadline stipulated in the NYSE Notice.
Item 8.01. Other Events
On August 25, 2022, the Company issued a press release announcing its receipt of the NYSE Notice. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This report contains includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the outcome of the investigation being conducted by the Company’s Audit Committee (the “Audit Committee”) and the completion of matters necessary to permit the filing of the Form 10-Q. All statements, other than statements of historical fact, contained in this report are forward-looking statements. Forward-looking statements contained in this report may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, the finalization of the Company’s fiscal 2022 second quarter financial statements; the findings of the Audit Committee’s investigation; and those described more fully in the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities and Exchange Commission. Forward-looking statements contained in this report are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
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Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibit | Exhibit Name | |
| 99.1 | Press Release of Polished.com Inc., dated August 25, 2022 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| POLISHED.COM INC. | ||
| Date: August 25, 2022 | By: | /s/ Albert Fouerti |
| Name: | Albert Fouerti | |
| Title: | Chief Executive Officer | |
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Exhibit 99.1
Polished.com
Provides Corporate Updates; Engages
Leading Strategic Consulting Firm and Receives New York
Stock Exchange Notice Regarding Late Form
10-Q Filing
August 25, 2022 05:15 PM Eastern Daylight Time
BROOKLYN, N.Y. – (BUSINESS WIRE) – Polished.com Inc. (NYSE: POL) (formerly known as 1847 Goedeker Inc.) (“Polished” or the “Company”), a content driven and technology enabled shopping destination for appliances, furniture and home goods in the U.S. household appliances market, today announced the engagement of a leading strategic consulting firm with retail and ecommerce operations expertise to augment its existing management, identify opportunities to accelerate long-term profitable growth and, separately, to potentially expedite the Audit Committee of the Board of Directors’ ongoing investigation.
The Company also confirmed today it has received a notice from the New York Stock Exchange (“NYSE”) indicating that, because the Company did not timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”), it is not in compliance with the NYSE America’s continued listing requirements under the timely filing criteria established in the NYSE American Company Guide. Under the Section 1007 of the NYSE American Company Guide, the Company could be granted up to 12 months to cure the later filer delinquency. The initial six-month period to regain compliance is automatic and the additional six months is only granted upon request by the Company and approval by the NYSE. The NYSE notice has no immediate effect on the listing or trading of the Company’s securities on the NYSE American. The Company intends to regain compliance with the NYSE listing standards before that date by filing the Form 10-Q with the SEC. The Company will file the Form 10-Q as soon as reasonably practicable.
About Polished
Polished is raising the bar, delivering a world-class, white-glove shopping experience for home appliances. From the best product selections from top brands to exceptional customer service, we are simplifying the purchasing process and empowering consumers as we provide a polished experience, from inspiration to installation. A product expert helps customers get inspired and imagine the space they want, then shares fresh ideas, unbiased recommendations and excellent deals to suit the project’s budget and style. The goal is peace of mind when it comes to new appliances. Polished perks include its “Love-It-Or-Return-It” 30-day policy, extended warranties, the ability to arrange for delivery and installation at your convenience and other special offers. Learn more at www.Polished.com.
Forward Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will”, “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. You should not place undue reliance on forward-looking statements because they involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s control and which could materially affect results. Factors that may cause actual results to differ materially from current expectations include, among other things, those described more fully in the section titled “Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.
Contacts
Greg Marose / Charlotte Kiaie
ir@polished.com