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Polished.com Inc. Form 8-K: Current report

Polished.com Inc. Form 8-K: Current report

Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.

  • 2024-02-13: Form 8-K; Period of report 2024-02-13; Description 2.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 2.02.
  • 2024-02-12: Form 8-K; Period of report 2024-02-12; Description 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; Details 2.04.
  • 2024-01-31: Form 8-K; Period of report 2024-01-30; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
  • 2024-01-05: Form 8-K; Period of report 2024-01-05; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events; Details 3.01.
FiledFormPeriod of reportDescriptionDetailsDocument
2024-02-138-K2024-02-132.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure; 8.01 Other Events2.02 On February 13, 2024, Polished.com Inc. (the “Company”) issued a press release in which it provided updated guidance regarding its expected financial results for the fiscal year ended December 31, 2023, which differs from the Company’s previously issued guidance.
7.01 On February 13, 2024, the Company issued a press release in which it provided updated guidance for the fiscal year ended December 31, 2023, as discussed under Item 2.02 of this Current Report on Form 8-K above.
8.01 The 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.
ea193428-8k_polished.htm
2024-02-128-K2024-02-122.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement2.04 On February 6, 2024, Polished.com Inc. (the “Company”) received a Notice of Additional Events of Default and Acceleration, Imposition of Default Rate, Set-Off and Termination of Commitments (the “Notice of Acceleration”) from Bank of America, N.A. (“Bank of America”), regarding that certain 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 Agreement”), by and among the Company, Bank of America (as the Administrative Agent and L/C Issuer, each as defined in the Credit Agreement), Appliances Connection Inc., the guarantors party thereto and the lenders from time to time party thereto.ea193489-8k_polished.htm
2024-01-318-K2024-01-305.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On January 30, 2024, Polished.com Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”).
8.01 On January 31, 2024, the Company issued a press release announcing the final results of the Annual Meeting.
ea192511-8k_polished.htm
2024-01-058-K2024-01-053.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 The shares of common stock of Polished.com Inc. (the “Company”) are listed on NYSE American LLC (“NYSE American”).
8.01 On January 5, 2024, in accordance with Section 402(g) of the Company Guide, the Company issued a press release discussing the matters disclosed in Item 3.01 above.
ea191273-8k_polished.htm
2023-12-078-K2023-12-065.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events5.02 On December 6, 2023, Alan P. Shor notified Polished.com (the “Company”) that he would not stand for re-election as a director at the Company’s 2023 Annual Meeting of Stockholders (the “Annual Meeting”).
8.01 On December 6, 2023, the Company’s board of directors resolved to (i) reduce the authorized number of directors of the Company from nine to eight, effective immediately prior to the Annual Meeting and (ii) nominate Ellery W. Roberts, Ellette A. Anderson, Clark R. Crosnoe, Glyn C. Milburn, G. Alan Shaw, Edward J. Tobin, James M. Schneider and Houman Akhavan for election as directors at the Annual Meeting.
ea189705-8k_polished.htm
2023-12-048-K2023-11-201.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea189403-8k_polished.htm
2023-11-218-K2023-11-202.02 Results of Operations and Financial Condition2.02 On November 20, 2023, Polished.com Inc. issued a press release announcing its financial results for the quarter ended September 30, 2023 and that it would hold a conference call regarding the same.ea188788-8k_polished.htm
2023-10-208-K2023-10-195.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 7.01 Regulation FD Disclosure5.03 As disclosed below, at the Special Meeting of Stockholders (the “Special Meeting”) of Polished.com Inc. (the “Company”) held virtually on October 19, 2023, the Company’s stockholders approved a proposal (the “Reverse Split Proposal”) authorizing an amendment (the “Certificate of Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company’s outstanding shares of common stock at an exchange ratio between 1 for 25 and 1 for 75, as determined by the Company’s Board of Directors (the “Board”).
5.07 The Company held the Special Meeting on October 19, 2023 at 11:00 a.m.
7.01 The information in this Current Report on Form 8-K under Item 7.01, including the information contained in Exhibit 99.1, is being furnished to the Securities and Exchange Commission, and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as shall be expressly set forth by a specific reference in such filing.
ea187015-8k_polished.htm
2023-10-178-K2023-10-113.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing3.01 As previously disclosed, on August 15, 2023, Polished.com Inc. (the “Company”) received a notice from the staff of NYSE Regulation (the “Staff”), on behalf of NYSE American LLC (the “Exchange”), of the Staff’s determination 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 Exchange.ea186883-8k_polished.htm
2023-09-158-K2023-09-133.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 On September 13, 2023, Polished.com Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from the NYSE American LLC (the “NYSE American”) indicating that the Company is not in compliance with the NYSE American continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide because its shares of common stock, par value $0.0001 per share (the “Common Stock”), have been selling at a low price per share for a substantial period of time.
8.01 On September 15, 2023, in accordance with the NYSE American procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above.
ea185237-8k_polished.htm
2023-08-258-K2023-08-231.02 Termination of a Material Definitive Agreement1.02 As previously reported, on March 15, 2022, Polished.com Inc. (f/k/a 1847 Goedeker Inc.) (the “Company”) entered into that certain lease agreement (the “Office Lease”) by and between the Company and 8780 19 Ave LLC (“8780 LLC”), a New York limited liability company owned by Albert Fouerti, the Company’s former Chief Executive Officer and director, and Elie Fouerti, the Company’s former Chief Operating Officer, for the lease of an office building located at 8780 19th Avenue, Brooklyn, NY 11214 (the “Property”).ea184245-8k_polishedcom.htm
2023-08-168-K2023-08-153.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure3.01 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”).
7.01 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.
ea183688-8k_polished.htm
2023-08-158-K2023-08-142.02 Results of Operations and Financial Condition2.02 On August 14, 2023, Polished.com Inc. issued a press release and will hold a conference call announcing its financial results for the quarter ended June 30, 2023.ea183564-8k_polished.htm
2023-08-048-K2023-08-037.01 Regulation FD Disclosure7.01 On August 3, 2023, Polished.com Inc. (the “Company”) issued a press release announcing that it had received a notification letter from the New York Stock Exchange (“NYSE”) that the Company has officially regained compliance with the NYSE American’s continued listing standards and is now in compliance with Section 1007 of the NYSE American Company Guide.ea182862-8k_polished.htm
2023-07-318-K2023-07-314.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 7.01 Regulation FD Disclosure4.02 On July 31, 2023, Polished.com Inc. (formerly known as 1847 Goedeker Inc.) (the “Company”), announced that the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) determined, based on the recommendation of management, that the Company’s previously issued financial statements included in the Company’s Annual Report on Form 10-K for the period ended December 31, 2021, and Quarterly Report on Form 10-Q for the period ended March 31, 2022 (the “Affected Periods)” should no longer be relied upon due to errors identified in the affected periods primarily due to the findings of an investigation by the Audit Committee concerning certain allegations made against the Company by certain former employees.
7.01 On July 31, 2023, the Company issued a press release related to the matters described in Item 4.02 furnished as part of this Current Report on Form 8-K. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
ea182620-8k_polished.htm
2023-06-148-K2023-06-128.01 Other Events8.01 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”).ea180382-8k_polished.htm
2023-05-268-K2023-03-168.01 Other Events8.01 On March 16, 2023, Polished.com Inc. (the “Company”) experienced a hacking attack that impacted the check-out page on the Company’s e-commerce website.ea179210-8k_polished.htm
2023-04-258-K2023-04-248.01 Other Events8.01 On April 24, 2023, Polished.com Inc. issued a press release disclosing its estimated, unaudited net sales and providing its financial outlook for fiscal year 2023.ea177369-8k_polished.htm
2023-02-238-K2023-02-213.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 Polished.com Inc. (the “Company”) is not in compliance with the continued listing standards of NYSE American LLC (the “Exchange”), as set forth in Sections 134 and 1101 of the NYSE American Company Guide (the “Company Guide”), since the Company failed to timely file (the “Filing Delinquency”) its Form 10-Qs for the periods ended June 30, 2022 and September 30, 2022 (collectively, the “Delayed Reports”).
8.01 On February 23, 2022, in accordance with the Exchange’s procedures, the Company issued a press release discussing the matters disclosed in Item 3.01 above.
ea174117-8k_polished.htm
2023-02-028-K2023-02-025.07 Submission of Matters to a Vote of Security Holders5.07 As previously reported in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 19, 2023, Polished.com Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast on January 19, 2023 (the “Annual Meeting”), which was adjourned to February 2, 2023, solely with respect to voting on Proposal 2, to approve an amendment of the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares (the “Charter Amendment”), which is described in more detail in the Company’s definitive proxy statement filed with the SEC on December 19, 2022.ea172611-8k_polished.htm
2023-01-278-K2023-01-278.01 Other Events8.01 On January 27, 2023, Polished.com Inc. issued a press release announcing its response to the Schedule 13D filed with the U.S. Securities and Exchange Commission by Morgan Dempsey Capital Management, LLC on January 26, 2023.ea172343-8k_polished.htm
2023-01-198-K2023-01-195.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.07 On January 19, 2023, Polished.com Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”).
8.01 With respect to Proposal 2, regarding an amendment to the Company’s amended and restated certificate of incorporation to increase the number of shares of common stock that it is authorized to issue from 200,000,000 shares to 250,000,000 shares, the Annual Meeting was adjourned to February 2, 2023, at 11:00 a.m.
ea171943-8k_polished.htm
2023-01-098-K2023-01-033.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 The common stock and warrants of Polished.com Inc. (the “Company”) are listed on NYSE American LLC (“NYSE American”).
8.01 On January 9, 2023, in accordance with Section 402(g) of the Company Guide, the Company issued a press release discussing the matters disclosed in Item 3.01 above.
ea171378-8k_polished.htm
2022-12-278-K2022-12-204.01 Changes in Registrant's Certifying Accountant; 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events4.01 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.
4.02 The information set forth above in Item 4.01 and below in Item 8.01 is hereby incorporated by reference in this Item 4.02.
5.02 On December 21, 2022, the Company and Albert Fouerti (a member of the Registrant’s Board of Directors and the former Chief Executive Officer of the Company), entered into a Settlement Agreement (the “Settlement Agreement”) pursuant to which Mr. Fouerti has agreed to reimburse the Company for substantially all of (i) the non-Company related expenses that were charged to the Company and (ii) the costs pertaining to the internal investigation.
8.01 On December 22, 2022, the Company issued a press release announcing that the Board had completed its assessment of the results of the Audit Committee’s previously disclosed internal investigation.
ea170694-8k_polished.htm
2022-11-148-K2022-11-147.01 Regulation FD Disclosure7.01 On November 14, 2022, Polished.com Inc. (the “Company”) issued a press release announcing the filing of a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission furnished as part of this Current Report on Form 8-K. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.ea168502-8k_polished.htm
2022-11-048-K2022-11-028.01 Other Events8.01 On November 2, 2022, the Company issued a press release, a copy of which is furnished as Exhibit 99.1 to this report.ea168032-8k_polished.htm
2022-10-188-K2022-10-125.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On October 14, 2022, Polished.com Inc. (the “Company”) announced that on October 12, 2022, Albert Fouerti, Chief Executive Officer and President, and Elie Fouerti, Chief Operating Officer, informed the Company of their resignations, effective October 14, 2022.ea167237-8k_polished.htm
2022-08-268-K2022-08-233.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 8.01 Other Events3.01 As previously disclosed, Polished.com Inc. (the “Company”) failed to timely file its Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 (the “Form 10-Q”), for the reasons described in the Company’s notification on Form 12b-25 filed with the Securities and Exchange Commission (the “SEC”) on August 15, 2022.
8.01 On August 25, 2022, the Company issued a press release announcing its receipt of the NYSE Notice.
ea165008-8k_polished.htm
2022-08-168-K2022-08-157.01 Regulation FD Disclosure7.01 On August 15, 2022, Polished.com Inc. (the “Company”) issued a press release announcing the filing of a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission furnished as part of this Current Report on Form 8-K. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.ea164371-8k_polishedcom.htm
2022-07-218-K2022-07-205.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On July 20, 2022, 1847 Goedeker Inc. (the “Company”) changed its corporate name to Polished.com Inc., pursuant to a Certificate of Amendment to the Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Delaware Secretary of State on July 20, 2022 (the “Name Change”).ea163140-8k_1847goedeker.htm
2022-07-078-K/A2021-12-285.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events5.03 On December 22, 2021, the Company amended its Certificate of Incorporation to increase the total number of authorized shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), from 200,000,000 shares to 250,000,000 shares (the “Charter Amendment”).
5.07 The information in Item 5.03 and Item 8.01 is incorporated herein by reference.
8.01 In December 2021, following the approval of a proposal voted upon at our annual meeting, we filed the Charter Amendment with the Secretary of State of the State of Delaware to increase the number of authorized shares of Common Stock.
ea162586-8ka1_1847goedek.htm
2022-05-168-K2022-05-162.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On May 16, 2022, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the quarter ended March 31, 2022 (the “Earnings Call”).
7.01 The Company intends to host the Earnings Call with an accompanying presentation.
ea159974-8k_1847goedeker.htm
2022-05-118-K2022-05-091.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant1.01 Entry into a Material Definitive Agreement.
2.03 The information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.
ea159644-8k_1847goedeker.htm
2022-03-318-K/A2022-03-312.02 Results of Operations and Financial Condition2.02 On March 31, 2022, the Company issued the Original Press Release and held a conference call announcing its financial results for the quarter and year ended December 31, 2021 (the “Earnings Call”).ea157773-8ka1_1847go.htm
2022-03-318-K2022-03-312.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On March 31, 2022, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call announcing its financial results for the quarter and year ended December 31, 2021 (the “Earnings Call”).
7.01 The Company intends to host the Earnings Call with an accompanying presentation.
ea157689-8k_1847goedeker.htm
2022-03-218-K2022-03-151.01 Entry into a Material Definitive Agreement; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
8.01 At the Company’s annual meeting on December 21, 2021, the stockholders were asked to approve an 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 the Company’s common stock, par value $0.0001 per share (“Common Stock” and such proposal, the “Share Increase Proposal”) by 50,000,000 shares of Common Stock.
ea157133-8k_1847goedek.htm
2022-02-028-K2022-01-242.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers2.02 On January 24, 2022, 1847 Goedeker Inc. (the “Company”) issued a press release, which contained a projection of sales for 2021.
5.02 On January 31, 2022 (the "Effective Date"), the Company and Robert D. Barry, the Company’s Chief Accounting Officer and Secretary, entered into a Transition and Separation Agreement and General Release of Claims (the “Transition Agreement”).
ea154776-8k_1847goedek.htm
2022-01-218-K2022-01-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 As previously reported, on November 4, 2021, Selim Antoine Bassoul resigned from the Board of Directors (the “Board”) of 1847 Goedeker Inc. (the “Company”).ea154322-8k_1847goedeker.htm
2021-12-288-K2021-12-215.07 Submission of Matters to a Vote of Security Holders5.07 On December 21, 2021, 1847 Goedeker Inc. (the “Company”) held its annual meeting of stockholders via live audio webcast (the “Annual Meeting”).ea153086-8k_1847goedeker.htm
2021-12-228-K2021-12-218.01 Other Events8.01 On December 21, 2021, 1847 Goedeker Inc. (the “Company”) announced that its Board of Directors authorized a new share repurchase program under which the Company may repurchase up to $25 million of its outstanding shares of common stock in the open market, in accordance with all applicable securities laws and regulations, including Rule 10b-18 of the Securities Exchange Act of 1934, as amended.ea152862-8k_1847goedeker.htm
2021-11-248-K2021-11-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 19, 2021, Thomas S. Harcum resigned from his positions as the Chief Marketing Officer and Chief Technology Officer of 1847 Goedeker Inc. (the “Company”).ea151272-8k_1847goedeker.htm
2021-11-158-K2021-11-152.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On November 15, 2021, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2021.
7.01 The Company intends to use the materials attached to this report as Exhibit 99.2 in upcoming investor presentations.
ea150589-8k_1847goedeker.htm
2021-11-058-K2021-11-045.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On November 4, 2021, Selim Antoine Bassoul resigned from the Board of Directors (the “Board”) of 1847 Goedeker Inc. (the “Company”), effective immediately, due to unexpected commitments on his time that could not have been previously anticipated.ea150043-8k_1847goedeker.htm
2021-10-218-K2021-10-151.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
5.02 As previously reported, Mr. Moore resigned from the Board on August 30, 2021.
ea149237-8k_1847goedek.htm
2021-09-038-K2021-08-305.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 30, 2021, Douglas T. Moore resigned from his position as the Chief Executive Officer of 1847 Goedeker Inc. (the “Company”) and from its board of directors.ea146942-8k_1847goedek.htm
2021-08-278-K2021-08-235.08 Shareholder Director Nominations5.08 On August 23, 2021, the board of directors of 1847 Goedeker Inc. (the “Company”) established that the Company’s inaugural Annual Meeting of Stockholders (the “Annual Meeting”) will be held on Wednesday, November 10, 2021.ea146579-8k_1847goedeker.htm
2021-08-138-K2021-08-135.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year5.03 On August 10, 2021, the Board of Directors of 1847 Goedeker Inc. (the “Company”) adopted Amendment No. 1 to the Bylaws of the Company (the “Bylaw Amendment”).ea145830-8k_1847goedeker.htm
2021-08-128-K2021-08-122.02 Results of Operations and Financial Condition; 7.01 Regulation FD Disclosure2.02 On August 12, 2021, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2021.
7.01 The Company intends to use the materials attached to this report as Exhibit 99.2 in upcoming investor presentations.
ea145655-8k_1847goedeker.htm
2021-07-208-K2021-07-145.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On July 14, 2021, the Board of Directors of 1847 Goedeker Inc. (the “Company”) appointed Maria Johnson as the Company’s Chief Financial Officer, effective as of July 26, 2021.ea144495-8k_1847goedeker.htm
2021-06-098-K2021-06-031.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
5.02 On June 3, 2021, the Company entered into an amendment to the employment offer letter for Mr. Douglas T. Moore, the Company’s Chief Financial Officer (the “Amendment”).
ea142478-8k_1847goed.htm
2021-06-038-K2021-05-271.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers1.01 Entry into a Material Definitive Agreement.
2.01 As previously reported, the Company entered into a securities purchase agreement on October 20, 2020, which was amended on December 8, 2020 and April 6, 2021 (as amended, the “Purchase Agreement”), with ACI, 1 Stop Electronics Center, Inc. (“1 Stop”), Gold Coast Appliances, Inc. (“Gold Coast”), Superior Deals Inc. (“Superior Deals”), Joe’s Appliances LLC (“Joe’s Appliances”), YF Logistics LLC (“YF Logistics,” and collectively with 1 Stop, Gold Coast, Superior Deals, and Joe’s Appliances, “Appliances Connection”) and the sellers set forth on Exhibit A thereto (the “Sellers”), pursuant to which ACI agreed to acquire all of the issued and outstanding capital stock or other equity securities of Appliances Connection from the Sellers (the “Acquisition”).
2.03 The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 2.01 regarding the issuance of the Acquisition Shares to the Sellers under the Purchase Agreement is incorporated by reference into this Item 3.02.
5.02 On June 2, 2021, the Board of Directors of the Company (the “Board”), upon recommendation by the Nominating and Corporate Governance Committee of the Board, increased the size of the Board from seven (7) to nine (9) members and appointed Albert Fouerti, the President of Appliances Connection, and Alan P. Shor to the Board.
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2021-04-068-K2021-04-061.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea139126-8k_1847goedeker.htm
2021-04-058-K2021-03-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea139007-8k_1847goedeker.htm
2021-03-298-K2021-03-264.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Reviewea138506-8k_1847goedekerinc.htm
2021-03-298-K2021-03-292.02 Results of Operations and Financial Condition2.02 On March 29, 2021, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the year ended December 31, 2020.ea138488-8k_1847goedeker.htm
2021-03-258-K2021-03-191.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
3.02 The information set forth under Item 1.01 regarding the issuance of the Notes and the Warrants to the Purchasers is incorporated by reference into this Item 3.02.
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2021-01-208-K2021-01-131.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea133592-8k_1847goedeker.htm
2020-12-158-K2020-12-094.01 Changes in Registrant's Certifying Accountant4.01 On December 9, 2020, 1847 Goedeker Inc. (the “Company”) dismissed its independent registered public accounting firm, Sadler, Gibb & Associates, LLC (“Sadler”).ea131668-8k_1847goedeker.htm
2020-12-148-K2020-12-081.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities1.01 Entry into a Material Definitive Agreement.
3.02 The information set forth under Item 1.01 regarding the issuance of the Stock Consideration is incorporated by reference into this Item 3.02.
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2020-11-248-K/A2020-11-247.01 Regulation FD Disclosure; 8.01 Other Events7.01 1847 Goedeker Inc. (the “Company”) intends to use the materials attached to this report as Exhibit 99.1 in upcoming investor presentations.
8.01 On November 24, 2020, the Company issued a press release announcing that it will be holding a conference call and webcast to discuss and answer questions about the Company’s recently announced acquisition of Appliances Connection.
ea130515-8ka1_1847goedeker.htm
2020-11-248-K2020-11-247.01 Regulation FD Disclosure; 8.01 Other Events7.01 1847 Goedeker Inc. (the “Company”) intends to use the materials attached to this report as Exhibit 99.1 in upcoming investor presentations.
8.01 On November 24, 2020, the Company issued a press release announcing that it will be holding a conference call and webcast to discuss and answer questions about the Company’s recently announced acquisition of Appliances Connection.
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2020-11-168-K/A2020-11-162.02 Results of Operations and Financial Condition2.02 On November 16, 2020, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2020.ea130016-8ka1_1847goedeker.htm
2020-11-168-K2020-11-162.02 Results of Operations and Financial Condition2.02 On November 16, 2020, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended September 30, 2020.ea129928-8k_1847goedeker.htm
2020-10-268-K2020-10-201.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea128921-8k_1847goedekerinc.htm
2020-09-158-K2020-09-105.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On September 10, 2020, the Compensation Committee of the Board of Directors of 1847 Goedeker Inc. (the “Company”) granted a stock option under the Company’s 2020 Equity Incentive Plan (the “Plan”) to the Company’s Chief Financial Officer, Robert D. Barry, for the purchase of 120,000 shares of the Company’s common stock.ea126898-8k_1847goedeker.htm
2020-08-318-K2020-08-251.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events1.01 Entry into a Material Definitive Agreement.
2.03 The information set forth under Item 1.01 is incorporated by reference into this Item 2.03.
8.01 On August 27, 2020, the Company issued a press release regarding the Loan, a copy of which is attached hereto as Exhibit 99.1.
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2020-08-258-K2020-08-195.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers5.02 On August 19, 2020, the Board of Directors of 1847 Goedeker Inc. (the “Company”), upon recommendation of the Compensation Committee, approved a special bonus for Douglas T. Moore, the Company’s Chief Executive Officer, in an amount of up to $125,000, which such special bonus will become payable in installments to the extent that the Company and/or Mr. Moore achieve certain milestones approved by the Board of Directors.ea126014-8k_1847goedeker.htm
2020-08-208-K2020-08-202.02 Results of Operations and Financial Condition2.02 On August 20, 2020, 1847 Goedeker Inc. (the “Company”) issued a press release and will hold a conference call regarding its financial results for the quarter ended June 30, 2020.ea125826-8k_1847goed.htm
2020-08-058-K2020-07-301.01 Entry into a Material Definitive Agreement1.01 Entry into a Material Definitive Agreement.ea0125055-8k_1847goedekerinc.htm