United
States
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 001-39418
NOTIFICATION OF LATE FILING
☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR
For Period Ended: December 31, 2022
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-k
☐ Transition Report on Form 10-Q
☐ Transition Report on Form N-SAR
For the Transition Period Ended: ___________
Nothing in this form shall be construed to
imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the
filing checked above, identify the item(s) to which the notification relates:
PART I – REGISTRANT INFORMATION
Polished.com Inc.
Full name of registrant
Former name if applicable
1870 Bath Avenue
Address of principal executive office
Brooklyn, NY 11214
City, state and zip code
PART II – RULE 12b-25 (b) AND (c)
If the subject report could not be filed without
unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check
box if appropriate)
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(a) The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART III – NARRATIVE
State below in reasonable detail the reasons why
Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report, or portion thereof, could not be filed within the prescribed
time period.
Polished.com Inc. (the “Company”)
is unable to file its annual report on Form 10-K for the year ended December 31, 2022 (“2022 10-K”) within the prescribed
time period because it requires additional time to finalize its financial statements for the year ended December 31, 2022 due to the events
described below.
As previously disclosed, the Company has completed
its assessment of the results of the internal investigation carried out by the Audit Committee of the Company’s Board of Directors
(the “Audit Committee”) regarding certain allegations made by certain former employees related to the Company’s business
operations. The investigation produced key findings pertaining to the Company’s business operations under former management during
the 2021-2022 period that must be accounted for in the financial statements for the year ended December 31, 2022. The Company is working
diligently with its independent registered public accounting firm to finalize the financial statements and intends to file the 2022 10-K
as soon as practicable but does not anticipate that it will be in a position to file the 2022 10-K on or before the fifteenth calendar
date following the required filing date as prescribed in Rule 12b-25.
Forward-Looking Statements
This Form 12b-25 includes “forward-looking
statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding
the outcome of the Audit Committee investigation and the completion of matters necessary to permit the filing of the 2022 10-K. All statements,
other than statements of historical fact, contained in this Form 12b-25 are forward-looking statements. Forward-looking statements contained
in this Form 12b-25 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, 2021, and Quarterly Report on Form 10-Q for the quarter ended March 31, 2022, filed with the Securities
and Exchange Commission. Forward-looking statements contained in this Form 12b-25 are made as of this date, and the Company undertakes
No duty to update such information except as required under applicable law.
PART IV – OTHER INFORMATION
(1) Name and telephone number of person to contact in regard
to this notification
J.E. “Rick” Bunka |
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(800) |
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299-9470 |
(Name) |
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(Area Code) |
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(Telephone Number) |
(2) Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during
the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer
is no, identify report(s).
☐ Yes ☒ No
Quarterly Report on Form 10-Q for the period ended September
30, 2022; Quarterly Report on Form 10-Q for the period ended June 30, 2022.
(3) Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to
be included in the subject report or portion thereof?
☐ Yes ☒ No
If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be
made.
Polished.com Inc. |
(Name of Registrant as Specified in Charter) |
has caused this notification to be signed on its
behalf by the undersigned thereunto duly authorized.
Dated: April 3, 2023 |
By: |
/s/ J.E. “Rick” Bunka |
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J.E. “Rick” Bunka |
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Interim Chief Executive Officer |
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