Item 4.01 Changes in Registrant’s Certifying
Accountant.
(a) Resignation of Independent Registered Public Accounting Firm
On December 20, 2022,
Polished.com Inc. (the “Company”) received a letter (the “Letter”) from the Company’s independent registered
public accounting firm, Friedman LLP (“Friedman”), informing the Company of its decision to resign effective December 20,
2022 as the auditors of the Company.
In the Letter, Friedman
advised the Company that based on the results of the Company’s Board of Directors (the “Board”) internal investigation
as reported to Friedman, it appears there may be material adjustments and/or disclosures necessary to previously reported financial information.
Additionally, the Board’s internal investigation has identified facts, that if further investigated by Friedman, might cause Friedman
to no longer to be able to rely on the representations of (i) management that was in place at the time Friedman issued its audit report
for the year ended December 31, 2021, or (ii) management that was in place at the time of Friedman’s association with the quarterly
financial statements for the periods ended June 30, 2021, September 30, 2021 and March 31, 2022. Prior to the Letter, in the past two
years, the Company had not received from Friedman an adverse opinion or a disclaimer of opinion, and their opinion was not qualified or
modified as to uncertainty, audit scope, or accounting principles. The resignation by Friedman was neither recommended nor approved by
the audit committee of the Board (the “Audit Committee”) or the Board and there were no disagreements with management and
Friedman. Friedman had previously reported a material weakness to the Audit Committee, which was included on the Company’s Form
10-K for the year ended December 31, 2021, filed on March 31, 2022, regarding the ineffectiveness of the Company’s internal controls
over financial reporting.
In connection with the
Letter, Friedman advised us that it is withdrawing its previously issued audit opinion on our December 31, 2021 consolidated financial
statements, issued on March 31, 2022, and declined to be associated with the quarterly financial statements for the periods ended June
30, 2021, September 30, 2021, and March 31, 2022, filed on August 8, 2021, November 16, 2021 and May 12, 2022, respectively.
The Company has provided Friedman with a copy of the disclosures in
this Current Report on Form 8-K prior to filing with the SEC. A copy of Friedman’s letter, stating it agrees with the statements
as set forth above, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
(b) Engagement of
New Independent Registered Public Accounting Firm
On December 26, 2022,
the Audit Committee approved the engagement of Sadler, Gibb & Associates, LLC (“Sadler”) as the Company’s independent
registered public accounting firm for the fiscal years ended December 31, 2022 and 2021.
During the fiscal years
ended December 31, 2021 and 2020, and during the subsequent interim period through December 22, 2022, neither the Company nor anyone on
its behalf consulted with Sadler regarding (i) the application of accounting principles to a specified transaction, either completed or
proposed, of the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written
report nor oral advice was provided to the Company that Sadler concluded was an important factor considered by the Company in reaching
a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instruction thereto), or (iii) any reportable event (as described
in Item 304(a)(1)(v) of Regulation S-K).
The information set forth below in Item
8.01 is hereby incorporated by reference in this Item 4.01.