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~~February 3012, 2024

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

(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

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 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 5 2.~~07 Submission~~04 ofTriggering ~~Matters~~Events toThat Accelerate or Increase a ~~Vote~~Direct ofFinancial ~~Security~~Obligation ~~Holders~~or an Obligation under an Off-Balance Sheet Arrangement.

On ~~January~~ 30February 6, 2024, Polished.com Inc. (the “Company”) ~~held~~received ~~its~~a ~~annual~~Notice ~~meeting~~of Additional Events of ~~stockholders~~Default ~~via~~and ~~live~~Acceleration, ~~audio~~Imposition ~~webcast~~of Default Rate, Set-Off and Termination of Commitments (the “~~Annual Meeting~~Notice of Acceleration”) from Bank of America, N.A. At(“Bank ~~the~~of ~~Annual~~America”), regarding ~~Meeting~~that certain Credit Agreement, ~~the~~dated ~~Company’s~~as ~~stockholders~~of ~~voted~~May on9, ~~two~~2022 ~~proposals~~(as amended, ~~which~~restated, ~~are~~amended ~~described~~and inrestated, ~~more~~supplemented ~~detail~~or inotherwise ~~the~~modified ~~Company’s~~from ~~definitive~~time ~~proxy~~to ~~statement~~time ~~filed~~in accordance with its terms, the ~~Securities~~“Credit Agreement”), by and ~~Exchange~~among ~~Commission~~the onCompany, ~~December~~Bank 26of America (as the Administrative Agent and L/C Issuer, ~~2023~~each as defined in the Credit Agreement), Appliances Connection Inc., the guarantors party thereto and the lenders from time to time party thereto.

~~Also on~~The ~~January~~Notice ~~30,~~of ~~2024,~~Acceleration asserts ~~First~~certain ~~Coast~~events ~~Results,~~of ~~Inc.~~default ~~(the~~relating ~~“Inspector~~to non-payment of ~~Election”),~~certain ~~the~~principal ~~independent~~and ~~inspector~~interest ofamounts ~~election~~and ~~for~~fees due and payable under the ~~Annual~~Credit ~~Meeting,~~Agreement ~~issued~~on ~~its~~January ~~final report~~31, ~~which~~2024. ~~certified~~Pursuant to the ~~final~~Notice ~~voting~~of ~~results~~Acceleration, ~~for~~Bank ~~the~~of ~~Annual~~America ~~Meeting.~~demanded ~~Based~~immediate onrepayment ~~the~~of ~~certified~~all ~~final~~principal ~~voting~~and ~~results~~accrued ~~received~~interest, ~~from~~as ~~the~~well ~~Inspector~~as ofimmediate ~~Election,~~repayment of ~~the~~all 2additional fees,~~109~~ costs,~~347~~ ~~shares~~charges ofand ~~the~~other ~~Company’s~~Obligations ~~common~~(as ~~stock~~defined ~~outstanding~~in asthe ofCredit ~~the~~Agreement) ~~record~~owing ~~date~~under ofthe ~~December~~Credit ~~18,~~Agreement ~~2023,~~and ~~1,134,678~~each ~~shares,~~other orLoan ~~53.79%,~~Document ~~were~~(as ~~represented~~defined atin the ~~Annual~~Credit ~~Meeting~~Agreement). ~~either~~As inof ~~person~~February or12, ~~by proxy~~2024, ~~constituting~~the aoutstanding ~~quorum~~principal balance under the Credit Agreement was $91,250,000.

~~Set~~The Notice of Acceleration ~~forth~~declares ~~below~~that ~~are~~the Company’s outstanding obligations under the ~~proposals~~Credit ~~voted~~Agreement ~~upon~~bear interest at the ~~Annual~~Default ~~Meeting,~~Rate (as defined in the Credit Agreement) and that the ~~final~~commitments ~~voting~~of ~~results~~the lenders to make loans and obligations of Bank of America, as ~~provided~~the byL/C Issuer, to make certain credit extensions pursuant to the ~~Inspector~~Credit Agreement be immediately terminated. In addition, Bank of ~~Election~~America, as Administrative ~~based~~Agent, onhas exercised its rights of set-off as described in the ~~information~~Credit ~~available~~Agreement toagainst certain deposits contained in the ~~Inspector~~accounts of certain ~~Election~~of the Company’s subsidiaries maintained at Bank of America in the aggregate amount of $1,989,754.83 and applied such amounts towards the repayment of a portion of the Company’s outstanding liabilities and other obligations under the Credit Agreement.

~~Proposal~~The Company is seeking 1:to ~~Election~~reach a resolution with Bank of ~~Directors~~America and the other lenders and will pursue a defense to any enforcement action taken by Bank of America, but the Company cannot guarantee a resolution on a timely basis, on favorable terms, or at all. If the Company is unable to reach a resolution, it would have a material adverse effect on the Company’s liquidity, financial condition and results of operations and could cause the Company to become bankrupt or insolvent.

~~The Company’s~~Forward-Looking stockholders elected Ellery W. Roberts, Houman Akhavan, Ellette A. Anderson, Clark R. Crosnoe, Glyn C. Milburn, James M. Schneider, G. Alan Shaw and Edward J. Tobin as directors, each to hold office until the Company’s next annual meeting of stockholders or until his or her respective successor is elected and qualified. The votes cast were as follows:Statements

Company Nominees	For		Withheld
Ellery W. Roberts		261,122		117,202
Houman Akhavan		307,566		70,758
Ellette A. Anderson		302,716		75,608
Clark R. Crosnoe		309,591		68,733
Glyn C. Milburn		302,176		76,148
James M. Schneider		308,802		69,522
G. Alan Shaw		304,404		73,920
Edward J. Tobin		305,205		73,117

This Current Report on Form 8-K contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Current Report on Form 8-K are forward-looking statements. Forward-looking statements contained in this Current Report on Form 8-K 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, 2022 and the Company’s other reports 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.

Other Nominees		For				Withheld
Jerald Hammann			71,385				286,699

~~Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm~~SIGNATURES

~~The~~Pursuant ~~Company’s~~to ~~stockholders ratified~~ the ~~selection~~requirements of ~~Sadler,~~the ~~Gibb~~Securities &Exchange ~~Associates,~~Act ~~LLC~~of as1934, the ~~Company’s~~registrant ~~independent~~has ~~registered public~~duly ~~accounting~~caused ~~firm~~this ~~for~~report ~~the~~to ~~fiscal~~be ~~year~~signed ~~ending~~on ~~December~~its ~~31,~~behalf ~~2023.~~by ~~The~~the undersigned ~~votes~~hereunto ~~cast~~duly ~~were as follows:~~authorized.

For		Against		Abstain
998,346		88,769		47,563

	POLISHED.COM INC.

	By:	/s/ J.E. “Rick” Bunka
	Name:	J.E. “Rick” Bunka
	Title:	Interim Chief Executive Officer

~~Item 8.01~~Dated: ~~Other~~February ~~Events.~~12, 2024

On January 31, 2024, the Company issued a press release announcing the final results of the Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release dated January 31, 2024, issued by Polished.com Inc.
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 Name: Robert D. Barry Title: Interim Chief Financial Officer

Dated: January 31, 2024

Filing Compare · Polished.com Inc.