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): February 1213, 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 2.0402 ~~Triggering~~Results ~~Events~~of ~~That~~Operations ~~Accelerate~~and ~~or Increase a Direct~~ Financial ~~Obligation or an Obligation under an Off-Balance Sheet Arrangement~~Condition.

On February 613, 2024, Polished.com Inc. (the “Company”) ~~received~~issued a ~~Notice~~press ofrelease ~~Additional~~in ~~Events~~which ofit ~~Default~~provided ~~and~~updated ~~Acceleration,~~guidance ~~Imposition~~regarding ofits ~~Default~~expected financial ~~Rate,~~results ~~Set-Off~~for ~~and Termination of Commitments (~~the ~~“Notice~~fiscal ofyear ~~Acceleration”)~~ended ~~from~~December ~~Bank of America~~31, ~~N.A. (“Bank of America”)~~2023, ~~regarding~~ ~~that~~which ~~certain~~differs ~~Credit Agreement, dated as of May 9, 2022 (as amended, restated, amended and restated, supplemented or otherwise modified~~ from ~~time to time in accordance with its terms,~~ the ~~“Credit~~Company’s ~~Agreement”),~~previously byissued ~~and~~guidance. ~~among~~The ~~the~~ Company,’s press ~~Bank~~release ofis ~~America (as~~attached ~~the~~to ~~Administrative~~this ~~Agent~~Current ~~and~~Report ~~L/C~~on ~~Issuer,~~Form ~~each~~8-K as ~~defined~~Exhibit ~~in the Credit Agreement), Appliances Connection Inc~~99.,1 ~~the guarantors party thereto~~ and ~~the~~is ~~lenders~~incorporated ~~from~~herein ~~time~~by ~~to time party thereto~~reference.

~~The~~This ~~Notice~~information ~~of Acceleration~~shall ~~asserts~~not ~~certain~~be ~~events~~deemed of“filed” ~~default~~for ~~relating~~the topurposes ~~non-payment~~ of ~~certain~~Section ~~principal~~18 ~~and~~of ~~interest~~the ~~amounts~~Securities ~~and~~Exchange ~~fees~~Act ~~due~~of ~~and~~1934, ~~payable~~as ~~under the Credit Agreement on January 31~~amended, ~~2024.~~or ~~Pursuant~~otherwise subject to the ~~Notice~~liabilities of ~~Acceleration,~~that ~~Bank of America demanded immediate repayment of all principal and accrued interest~~section, asnor ~~well~~shall asit ~~immediate~~be ~~repayment~~deemed ofincorporated ~~all~~by ~~additional~~reference ~~fees,~~into ~~costs,~~any ~~charges~~filing ~~and~~by ~~other Obligations (as defined in~~ the ~~Credit Agreement)~~Company ~~owing~~ under the ~~Credit~~Securities Act ~~Agreement~~of ~~and~~1933, ~~each other Loan Document (~~as ~~defined~~amended, inor the ~~Credit~~Securities ~~Agreement).~~Exchange AsAct of ~~February 12~~1934, ~~2024~~as amended, ~~the~~ ~~outstanding~~except ~~principal~~as ~~balance~~may ~~under~~be ~~the~~set ~~Credit~~forth ~~Agreement~~by ~~was~~specific ~~$91,250,000~~reference in such a filing.

~~The~~Item Notice of Acceleration declares that the Company’s outstanding obligations under the Credit Agreement bear interest at the Default Rate (as defined in the Credit Agreement) and that the commitments of the lenders to make loans and obligations of Bank of America, as the L/C Issuer, to make certain credit extensions pursuant to the Credit Agreement be immediately terminated7.01 InRegulation ~~addition,~~FD Bank of America, as Administrative Agent, has exercised its rights of set-off as described in the Credit Agreement against certain deposits contained in the accounts of certain of the Company’s subsidiaries maintained at Bank of America in the aggregate amount of $1,989,754Disclosure.~~83 and applied such amounts towards the repayment of a portion of the Company’s outstanding liabilities and other obligations under the Credit Agreement.~~

~~The~~On ~~Company~~February is13, ~~seeking~~2024, ~~to reach a resolution with Bank of America and~~ the ~~other~~Company ~~lenders~~issued ~~and will pursue~~ a ~~defense~~press torelease ~~any~~in ~~enforcement~~which ~~action~~it ~~taken~~provided byupdated ~~Bank~~guidance ~~of America,~~for ~~but~~ the ~~Company~~fiscal ~~cannot~~year ~~guarantee~~ended aDecember ~~resolution on a timely basis~~31, ~~on favorable terms~~2023, oras atdiscussed ~~all. If the Company is unable to reach~~under aItem ~~resolution,~~2.02 itof ~~would~~this ~~have~~Current aReport ~~material adverse effect~~ on ~~the~~Form ~~Company’s~~8-K ~~liquidity, financial condition and results of operations and could cause the Company to become bankrupt or insolvent~~above.

~~Forward-Looking~~This ~~Statements~~information shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except as may be set forth by specific reference in such a filing.

~~This~~Item ~~Current Report on Form~~ 8~~-K contains “forward-looking statements” that are subject to substantial risks and uncertainties~~.01 ~~All~~Other ~~statements, other than statements of historical fact, contained in this Current Report on Form 8-K are forward-looking statements~~Events. 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.

1The U.S. Securities Exchange Commission (the “SEC”) is conducting an investigation (the “SEC Investigation”) related to issues disclosed in the Company’s Form 8-K filed on December 27, 2022, including the findings of the Company’s Audit Committee investigation, as described therein, and the subsequent restatement of the Company’s previously issued consolidated financial statements as of and for the year ended December 31, 2021 and for the quarter ended March 31, 2022. The SEC staff has subpoenaed documents and information, including documents and information related to the Audit Committee’s investigation and restated financials. The SEC Investigation is a non-public, fact-finding inquiry to determine whether there were any violations of the federal securities laws. The Company is fully cooperating and will continue to cooperate with the SEC.

~~SIGNATURES~~Forward-Looking Statements

~~Pursuant~~This Current Report on Form 8-K contains “forward-looking statements” that are subject to ~~the~~substantial ~~requirements~~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 ~~Securities~~use ~~Exchange~~of ~~Act~~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 ~~1934~~these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the ~~registrant~~Company’s ~~has~~current ~~duly~~expectations and ~~caused~~are ~~this~~subject ~~report~~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 ~~signed~~accurate. You should not place undue reliance on ~~its~~forward-looking statements ~~behalf~~because bythey involve known and unknown risks, uncertainties and other factors, which are, in some cases, beyond the Company’s ~~undersigned~~control ~~hereunto~~and ~~duly~~which ~~authorized~~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 Registration Statement on Form S-1 filed on February 12, 2024, Annual Report on Form 10-K for the year ended December 31, 2022 and the Company’s other reports filed with the SEC. 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.

~~POLISHED.COM~~Item ~~INC~~9.01 ~~By:~~Financial ~~/s/~~Statements ~~J.E.~~and ~~“Rick” Bunka Name: J~~Exhibits.~~E. “Rick” Bunka Title: Interim Chief Executive Officer~~

~~Dated:~~(d) ~~February 12, 2024~~Exhibits

Exhibit Number		Description
99.1		Press Release dated February 13, 2024 (furnished pursuant to Item 2.02 and Item 7.01 and not deemed filed).
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/ J.E. “Rick” Bunka
	Name:	J.E. “Rick” Bunka
	Title:	Interim Chief Executive Officer

Dated: February 13, 2024

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