UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 orOr 15(d) Of

~~of the~~ The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 1920, 2023

POLISHED.COM INC.

(Exact name of registrant as specified in its charter)

Delaware		001-39418		83-3713938
(State or 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

~~Check~~(Former name ~~the~~or ~~appropriate~~former ~~box~~address, ~~below~~ if ~~the~~changed ~~Form 8-K filing is~~since ~~intended~~last ~~to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~report):

☐Check the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy ~~under~~the filing obligation of the ~~Securities~~registrant ~~Act~~under ~~(17~~any of ~~CFR~~the ~~230.425)~~following provisions:

☐ ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 ~~CFR 240~~CFR230.~~14a-12~~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 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth ~~Growth Company~~ 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 52.0302. ~~Amendments~~Results ~~to Articles~~ of ~~Incorporation~~Operations orand ~~Bylaws;~~Financial ~~Change in Fiscal Year~~Condition.

AsOn ~~disclosed~~November ~~below~~20, at2023, ~~the Special Meeting of Stockholders (the “Special Meeting”) of~~ Polished.com Inc. ~~(the~~issued ~~“Company”) held virtually on October 19, 2023, the Company’s stockholders approved~~ a ~~proposal~~press ~~(the~~release ~~“Reverse~~announcing ~~Split~~its ~~Proposal”)~~financial ~~authorizing~~results ~~an amendment~~for (the ~~“Certificate~~quarter ofended ~~Amendment”)~~September to30, ~~the~~2023 ~~Company’s Amended~~ and ~~Restated~~that ~~Certificate~~it ofwould ~~Incorporation~~hold toa ~~effect~~conference acall ~~reverse~~regarding ~~stock split of~~ the ~~Company’s~~same. ~~outstanding~~A ~~shares~~copy of ~~common~~the ~~stock~~press atrelease anis ~~exchange~~furnished ~~ratio~~as ~~between~~Exhibit 99.1 ~~for~~to 25this report and 1incorporated ~~for~~into ~~75,~~this ~~as determined~~Item 2.02 by ~~the Company’s Board of Directors (the “Board”)~~reference.

OnThe ~~October 19,~~information ~~2023,~~furnished ~~the~~pursuant ~~Company~~to ~~filed~~this ~~with~~Item ~~the~~2.02, ~~Secretary~~including ofExhibit ~~State~~99.1, ofshall ~~the~~not ~~State~~be ofdeemed ~~Delaware the Certificate of Amendment to effect a reverse stock split (the~~ “~~Reverse Split~~filed”) offor ~~the~~purposes ~~Company’s~~of ~~common~~Section ~~stock~~18 ~~at an exchange ratio~~ of ~~1 for 50, which was approved by~~ the ~~Board. The~~Securities ~~Reverse~~Exchange ~~Split~~Act ~~was~~of ~~effective at 12:01 a.m. Eastern Time on October 20~~1934, ~~2023~~as amended (the “~~Effective~~Exchange ~~Time~~Act”)~~. At the Effective Time~~, ~~every~~ 50or ~~shares~~otherwise ofsubject the Company’s issued and outstanding common stock were automatically converted into one share of common stock, without any change in the par value per share. In addition, proportionate adjustments were made to the ~~per~~liabilities ~~share exercise price and the number~~ of ~~shares~~that ~~issuable upon the exercise of all outstanding stock options~~section, ~~warrants~~nor ~~and~~shall it ~~convertible~~be ~~securities,~~deemed ~~and~~incorporated toby ~~the~~reference ~~number of~~into ~~shares~~any ~~issued~~other ~~and~~filing ~~issuable~~ under the ~~Company’s~~Securities ~~stock~~Act ~~incentive plans. Any stockholder who would otherwise be entitled to a fractional share~~ of ~~common~~1933, ~~stock created~~ as aamended, ~~result~~or of the ~~Reverse~~Exchange ~~Split~~Act, ~~will be entitled to receive a cash payment in lieu thereof equal to the~~except ~~fractional~~as ~~share~~expressly toset ~~which~~forth ~~the stockholder would otherwise be entitled multiplied~~ by ~~the~~specific ~~closing~~reference ~~sales~~in ~~price~~such of a ~~share of common stock on October 19, 2023, as adjusted for the Reverse Split~~filing.

~~Following~~Item ~~the Reverse Split, the shares of common stock will continue to trade on NYSE American LLC under the symbol “POL”~~9.01. ~~The~~Financial ~~new~~Statements ~~CUSIP~~and ~~number for the common stock following the Reverse Split will be 28252C 208~~Exhibits.

~~The~~(d) summary of the Certificate of Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3Exhibits.~~1 of this Current Report on Form 8-K and incorporated herein by reference.~~

Item 5.07. Submission of Matters to a Vote of Security Holders.

Exhibit No.		Description
99.1*		Press Release announcing earnings, dated November 20, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The~~* ~~Company~~Furnished ~~held the Special Meeting on October 19, 2023 at 11:00 a~~herewith.m. Eastern Time in virtual format. Of the Company’s 105,469,878 shares of common stock issued and outstanding and eligible to vote as of September 19, 2023, the record date for the Special Meeting, 59,477,848 shares, or approximately 56.4% of the eligible shares of common stock, were present virtually or represented by proxy. A quorum was present for all matters. Each of the matters set forth below is described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on September 28, 2023. The following actions were taken at the Special Meeting:

~~Proposal~~ 1

The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock at an exchange ratio between 1 for 25 and 1 for 75, as determined by the Company’s Board of Directors. SIGNATURES

Votes For		Votes Against		Votes Abstained
40,585,966		18,825,686		66,196

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.

~~Proposal~~By: 2/s/ Robert D. Barry Name: Robert D. Barry Title: Interim Chief Financial Officer and Secretary

~~The Company’s stockholders~~Dated: ~~approved~~November ~~the~~21, adjournment of the Special Meeting in the event the Company did not receive the requisite stockholder vote to approve the Reverse Split Proposal or establish a quorum. This proposal had no effect because the Company received the requisite stockholder vote.2023

Votes For		Votes Against		Votes Abstained
39,795,871		19,274,652		407,325

Item 7.01. Regulation FD Disclosure.

On October 19, 2023, the Company issued a press release announcing the Reverse Split, a copy of which is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
3.1		Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Polished.com Inc., dated October 19, 2023.
99.1		Press Release, dated October 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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/ Robert D. Barry Robert D. Barry Interim Chief Financial Officer and Secretary

Date: October 20, 2023

Filing Compare · Polished.com Inc.