SEC Form DEFA14A filed by 1847 Goedeker Inc. Commom Stock
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 Or 15(d) Of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2023
POLISHED.COM INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-39418 | 83-3713938 | ||
| (State of other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
1870 Bath Avenue, Brooklyn, NY 11214
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (800) 299-9470
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR230.425) |
| ☒ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, $0.0001 par value per share | POL | NYSE American LLC | ||
| Warrants to Purchase Common Stock | POL WS | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1934 (§240.12b-2 of this chapter)
Emerging growth company ☒
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. ☐
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
The common stock and warrants of Polished.com Inc. (the “Company”) are listed on NYSE American LLC (“NYSE American”). Under Section 704 of the NYSE American Company Guide (the “Company Guide”), the Company was required to hold an annual meeting of its stockholders for its fiscal year ended December 31, 2021 by December 31, 2022.
On January 3, 2023, NYSE American sent the Company a letter stating that the Company was not in compliance with Section 704 of the Company Guide.
The Company plans to hold an annual meeting of stockholders on January 19, 2023, as indicated in the Definitive Proxy Statement on Schedule 14A the Company filed with the Securities Exchange Commission on December 19, 2022.
Item 8.01 Other Events.
On January 9, 2023, in accordance with Section 402(g) of the Company Guide, the Company issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1, which is incorporated by reference into this Item 8.01.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release dated January 9, 2023, issued by Polished.com Inc. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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. |
| By: | /s/ J.E. “Rick” Bunka | |
| Name: | J.E. “Rick” Bunka | |
| Title: | Interim Chief Executive Officer |
Dated: January 9, 2023
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