SEC Form SC 13D filed by Polished Inc.

1/25/23 6:56:53 PM ET

Home Furnishings

Consumer Discretionary

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SC 13D 1 pol13d.txt SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* POLISHED.COM INC. (Name of Issuer) -------------------------------------------------------------------------------- Common Stock, par value $0.0001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 28252C109 -------------------------------------------------------------------------------- (CUSIP Number) Ly Nguyen Morgan Dempsey Capital Management LLC 111 Heritage Reserve, Suite 200, Menomonee Falls, WI 53051 414-319-1080 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 20, 2023 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of SS.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See S.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 28252C109 13D Page 2 of 7 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Dempsey Capital Management LLC 39-1805798 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) OO -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 8,558,305* ------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 8,558,305* ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,558,305* -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.9% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (see instructions) IA -------------------------------------------------------------------------------- *Includes 3,031,700 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by the Reporting Persons CUSIP No. 28252C109 13D Page 3 of 7 Pages Item 1. Security and Issuer. This statement relates to the common stock, par value $0.0001 per share (the "Shares"), of Polished.com Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 1870 Bath Avenue, Brooklyn, NY 11214. This statement also relates to the warrants (the "Warrants") registered by the Issuer with the Securities and Exchange Commission on May 26, 2021. Item 2. Identity and Background. a) The name of the Reporting Person is Morgan Dempsey Asset Management LLC, a Wisconsin limited liability company. Mr. Marc Dion and Mr.David Durham are the managing members of Morgan Dempsey Asset Management LLC. Mr. Dion and Mr. Durham are both citizens of the United States. b) The principal business address of the Reporting Person is: 111 Heritage Reserve, Suite 200 Memonmonee Falls WI 53051 c) The principal business of the Reporting Person is the performance of investment management and advisory services. The present principal occupation of Mr. Dion and Mr. Durham is the performance of investment management and advisory services. d) The Reporting Person, Mr. Dion and Mr. Durham have not, during the last five years, been convicted in a criminal proceeding(excluding traffic violations or similar misdemeanors). e) The Reporting Person, Mr. Dion and Mr. Durham have not during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. Source or Amount of Funds or Other Consideration. The Shares purchased by the Reporting Person were purchased with funds for the accounts of its customers in open market transactions. The aggregate purchase price of the 5,526,605 Shares beneficially owned by the Reporting Person is approximately $9,478,278, including brokerage commissions. The aggregate purchase price of the 3,031,700 Warrants to buy Shares beneficially owned by the Reporting Person is approximately $1,003,132, including brokerage commissions. Item 4. Purpose of Transaction. The shares of Common Stock & Warrants reported in this filing have been purchased and held for investment purposes on behalf of the client accounts over which Morgan Dempsey Capital Management LLC has discretionary authority. The shares that are filed also include shares held by employees of Morgan Dempsey Capital Management LLC. CUSIP No. 28252C109 13D Page 4 of 7 Pages The Reporting Persons believe that the Common Stock and Warrants are undervalued. The Reporting Persons base this conclusion principally on representations made in the Corporation's Form 10-K for fiscal year 2021 as filed on March 31, 2022, and the Form 10-Q for the first fiscal quarter of 2022 as filed on May 16, 2022, with both filings interpreted in light of the additional information provided in the Corporation's Form 8-K, Item 8.01, as filed on December 27, 2022, and which the Reporting Persons wish to incorporate herein by reference. In the ongoing absence of Form 10-Q filings for the second and third fiscal quarters of 2022, the Reporting Persons have supplemented the representations of the Corporation's previous 10-K, 10-Q, and 8-K filings using publicly-available information including retail appliance industry conditions, freight and fuel costs, and third-party web traffic data. The Reporting Persons have engaged in communications with the Corporation's chief executive officer, chief financial officer, and several members of the board of directors. The Reporting Persons presently have no desire to change the composition of the Corporation's executive management or its board of directors. The Reporting Persons further disclose that its shares were voted in favor of all nine director nominees in the annual meeting of shareholders held on January 19, 2023. Within the past 10 business days, the Reporting Persons have reached a research conclusion and believe that, as a result of their ongoing analysis, the ideal way to optimize value for all shareholders in the current environment is a prompt sale of the Corporation to a strategic or financial acquirer in a private-market context. Specifically, the Reporting Persons have come to doubt that the public equity markets will value the Corporation's securities fairly in light of the Corporation's disclosures between August 16, 2022 and January 19, 2023, even if and when the Corporation files the heretofore delayed Forms 10-Q and its Form 10-K for 2022. The Reporting Persons therefore urge the Corporation to engage a well-regarded investment bank to solicit offers that will establish and then realize the fairest value for shareholders given the uncertain financial market and macroeconomic circumstances extant at this time. To emphasize its investment conclusion, the Reporting Persons voted its shares against the Corporation's proposal to increase the number of common shares authorized for issuance to 250 million from 200 million, a proposal that remains pending at this time given the temporary adjournment of the annual meeting of shareholders on January 19, 2023. The Reporting Persons intend to continue engaging in communications with the Corporation's management team as well as the Corporation's board of directors regarding means to enhance shareholder value. Such possible plans or proposals may include one or more plans or proposals that relate to or would result in any of the matters set forth in subparagraphs (a) - (i) of Item 4 of Schedule 13D. The Reporting Persons plan to continuously evaluate, among other factors, the financial condition, results of operations, business and prospects of the Corporation, the securities markets in general and the market for the Common Stock in particular, prevailing economic conditions and expected trends, all with a view to determining whether to hold, decrease or increase their investment in the Common Stock, through open market, privately negotiated or any other transactions. Depending on the foregoing factors, the Reporting Persons may, from time to time, modify their present intention as stated in this Item 4. CUSIP No. 28252C109 13D Page 5 of 7 Pages Except as set forth herein, the Reporting Persons have no present plans or proposals which would result in: (a) the acquisition by any person of additional securities or the disposition of securities of the Corporation; (b) a sale or transfer of a material amount of assets of the Corporation or any of its subsidiaries; (c) any change in the present Board of Directors or management of the Corporation, including any plans or proposals to change the number or term of directors to fill any existing vacancies on the Board; (d) any material change in the present capitalization or dividend policy of the Corporation; (e) any other material change in the Corporation's business or corporate structure; (f) changes in the Corporation's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Corporation by any person; (g) causing a class of securities of the Corporation to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (h) a class of equity securities of the Corporation becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or (i) any action similar to any of those enumerated above. Item 5. Interest in Securities of the Issuer. The aggregate percentage of Shares reported owned by the Reporting Person is based upon 105,227,876 Shares outstanding as of December 12, 2022,as reported in the Issuer's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 19, 2022, plus 3,031,700 Shares which would be issued upon execution of 3,031,700 Warrants beneficially owned by the Reporting Person. a) As of the close of business on December 31, 2022, the Reporting Person beneficially owned 8,558,305 Shares.* Percentage: 7.9% b) Sole power to vote or direct vote: 8,558,305* Shared power to vote of direct vote: 0 Sole power to dispose or direct the disposition: 8,558,305* Shared power to dispose or direct the disposition: 0 c) Transactions in the Shares of the Issuer during the Past Sixty Days The following table details the transactions during the sixty days on or prior to the Reporting Date in shares. Amount of Shares Date of Nature of the Transaction Purchased Price ($) Purchase ------------------------- --------- --------- ---------- Purchase of Warrants 2,800 0.11 12/02/2022 Purchase of Common Stock 34,104 0.76 12/05/2022 CUSIP No. 28252C109 13D Page 6 of 7 Pages Morgan Dempsey Capital Management LLC, in its role as investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes investment advice, may be deemed to beneficially own shares of the Issuer's Shares and Warrants held in the Accounts. d) No person other than the Reporting Person is known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. e) Not applicable. *Includes 3,031,700 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by the Reporting Persons Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None Item 7. Material to Be Filed as Exhibits. None CUSIP No. 28252C109 13D Page 7 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MORGAN DEMPSEY CAPITAL MANAGEMENT LLC /s/ Ly Nguyen ----------------------------------- Name: Ly Nguyen Chief Compliance Officer ----------------------------------- Title January 25, 2023 ----------------------------------- Date

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