Item
8.01 Other Events.
As
previously disclosed, following the annual meeting of stockholders of Polished.com Inc. (formerly known as 1847 Goedeker Inc.) (the “Company”)
held on December 21, 2021 (the “2021 Meeting”), certain purported beneficial owners of the Company’s common stock, par
value $0.0001 per share (“Common Stock”) expressed concerns about a statement in the Company’s proxy statement related
to the 2021 Meeting, specifically questioning, in light of the proxy statement, the ability of brokerage firms and other custodians to
vote shares of Common Stock held by them for the benefit of their customers in the absence of instructions from the beneficial owners
on a proposal to approve an amendment (the “Charter Amendment”) to the Company’s Amended and Restated Certificate of
Incorporation, dated July 30, 2020 (the “Certificate of Incorporation”), increasing the number of authorized shares of Common
Stock by 50,000,000 shares of Common Stock (such proposal, the “Share Increase Proposal”). In light of the demands and to
ensure against any future question as to the validity of the newly authorized shares following stockholder approval of the Share Increase
Proposal at the 2021 Meeting, the Company elected to seek validation of the Charter Amendment through a Petition to the Court of Chancery
of the State of Delaware (the “Court”) pursuant to Section 205 of the Delaware General Corporation Law (the “205 Petition”).
The action, styled In re 1847 Goedeker Inc., C.A. 2022-0219-SG (the “Action”), sought entry by the Court of an order
validating and declaring effective the Charter Amendment, and validating the additional shares of Common Stock authorized under the Share
Increase Proposal. Two purported stockholders objected to the 205 Petition. One such objecting, purported stockholder (the “Stockholder
Plaintiff”) filed his own lawsuit (which was then consolidated with the 205 Petition) requesting that such relief not be granted
and asserting two claims for relief: first, against the Company for alleged violation of the Delaware General Corporation Law Section
225(b) for improper tabulation of the stockholder vote on the Share Increase Proposal; and second, asserting that the Company’s
directors breached their fiduciary duties by incorrectly tabulating the stockholder vote, and by causing a purportedly invalid amendment
to the Certificate of Incorporation to be filed with the Delaware Secretary of State. The Court held a hearing on May 27, 2022, to consider
the Company’s motion for entry of an order under Section 205 and subsequently entered an order denying the motion without prejudice
on June 30, 2022. On July 7, 2022, the Company filed a Certificate of Correction with the Secretary of State of the State of Delaware,
voiding the Charter Amendment and causing the number of authorized shares of Common Stock to remain at 200,000,000.
On
June 12, 2023, the Company submitted to the Court a Stipulation and [Proposed] Order Regarding Notice and Closing of the Case regarding
the Action (the “Dismissal Order”). As stated in the Dismissal Order, the Company and the other parties to the Action negotiated
at arm’s length and resolved the stockholders’ claims to entitlement to a mootness fee award, and the Company agreed to pay
$475,000 for attorneys’ fees and expenses to the stockholders’ counsel (the “Attorneys’ Fees”). Pursuant
to Court of Chancery Rules 23(e) and 41(a), the parties to the Action stipulated to voluntary dismissal of the Action with prejudice as
to the Stockholder Plaintiff and without prejudice as to any actual or potential claims of any other members of the putative class, and
such dismissal was granted by the Court on June 13, 2023. As stipulated in the Dismissal Order, the Company shall, (i) no later than June
24, 2023, file with the Court an affidavit that the Company has filed the Current Report on Form 8-K providing the Company’s stockholders
with the notice required by the Dismissal Order and (ii) no later than June 28, 2023, pay or cause to be paid the Attorneys’ Fee
to the stockholders’ counsel to an account designated by the stockholders’ counsel. Such payment will fully satisfy and resolve
the stockholders’ and the stockholders’ counsel’s entitlement to any fees or expenses in the Action, and the stockholders’
counsel shall not seek any additional fees, expenses, or costs related to the Action.
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, 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
announcement are made as of this date, and the Company undertakes No duty to update such information except as required under applicable
law.