UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 15, 2023, the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange notified Polished.com Inc. (the “Company”) and publicly announced that the Staff determined to commence proceedings to delist the Company’s warrants, each exercisable for one share of the Company’s common stock (the “Warrants”; ticker symbol POL WS), from the NYSE American LLC (“NYSE American”). In addition, the Staff resolved to suspend trading in the Warrants with immediate effect.
The delisting of the Company’s Warrants has no impact with respect to trading of the Company’s common stock (ticker symbol POL), which will continue on the NYSE American.
The Staff justified its determination to commence proceedings to delist the Warrants because they are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company Guide due to the low trading price of the Warrants. The Company has a right to a review of the Staff’s determination by a Committee of the Board of Directors of the NYSE American and intends to appeal such determination. The NYSE American will apply to the Securities and Exchange Commission (the “SEC”) to delist the Warrants upon completion of all applicable procedures, including any appeal by the Company of the Staff’s decision.
Item 7.01. Regulation FD Disclosure.
On August 16, 2023, the Company issued a press release announcing receipt of the letter from the NYSE American regarding the delisting and suspension of the Warrants.
A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for 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 in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.
Forward-Looking Statements
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 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1* | Press Release dated August 16, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Furnished herewith. |
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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.
| By: | /s/ Robert D. Barry | |
| Name: | Robert D. Barry | |
| Title: | Interim Chief Financial Officer and Secretary |
Dated: August 16, 2023
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Exhibit 99.1
Polished.com Provides Update on Listing Status of Warrants
Company’s Common Stock Will Continue to Trade on the NYSE American
BROOKLYN, N.Y.--(BUSINESS WIRE)--Polished.com Inc. (NYSE American: POL) (“Polished” or the “Company”) today announced that on August 15, 2023 the staff of NYSE Regulation (the “Staff”) of the New York Stock Exchange notified Polished and publicly announced that the Staff determined to commence proceedings to delist the Company’s warrants (the “Warrants”; NYSE American: POL WS), each exercisable for one share of the Company’s common stock, from the NYSE American LLC (“NYSE American”) because they are no longer suitable for listing pursuant to Section 1001 of the NYSE American Company Guide due to their low trading price. In addition, the Staff resolved to suspend trading in the Warrants effective immediately.
The Company’s common stock (NYSE American: POL) will continue to trade on the NYSE American. The trading of the Company’s common stock is not impacted by the change in the listing status of the Warrants.
The Company has a right to a review of the Staff’s determination by a Committee of the Board of Directors of the NYSE American and intends to appeal the determination.
ABOUT POLISHED
Polished is raising the bar, delivering a world-class, white-glove shopping experience for home appliances. From the best product selections from top brands to exceptional customer service, we are simplifying the purchasing process and empowering consumers as we provide a polished experience, from inspiration to installation. A product expert helps customers get inspired and imagine the space they want, then shares fresh ideas, unbiased recommendations and excellent deals to suit the project’s budget and style. The goal is peace of mind when it comes to new appliances. Polished perks include its “Love-It-Or-Return-It” 30-day policy, extended warranties, the ability to arrange for delivery and installation at your convenience and other special offers. Learn more at www.Polished.com.
FORWARD LOOKING STATEMENTS
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release 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 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.
Contacts
Investor Relations
ir@polished.com
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