SEC Form SC 13D/A filed by Polished Inc. (Amendment)

8/17/23 4:06:07 PM ET

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SC 13D/A 1 pol13da2v2.txt SCHEDULE 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* POLISHED.COM INC. (Name of Issuer) -------------------------------------------------------------------------------- Common Stock, par value $0.0001 per share -------------------------------------------------------------------------------- (Title of Class of Securities) 28252C109 -------------------------------------------------------------------------------- (CUSIP Number) Ly Nguyen Morgan Dempsey Capital Management LLC 111 Heritage Reserve, Suite 200, Menomonee Falls, WI 53051 414-319-1080 -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 15, 2023 -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of SS.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See S.240.13d-7 for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 28252C109 13D Page 2 of 7 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Morgan Dempsey Capital Management LLC 39-1805798 -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) OO -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Wisconsin -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 45,032* ------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 45,032* ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,032* -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.04% -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (see instructions) IA -------------------------------------------------------------------------------- *Includes 14,045 shares of Common Stock issuable upon exercise of the Warrants beneficially owned by Morgan Dempsey Capital Management LLC CUSIP No. 28252C109 13D Page 3 of 7 Pages -------------------------------------------------------------------------------- 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Joshua J. Peters -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] -------------------------------------------------------------------------------- 3. SEC USE ONLY -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS (see instructions) Not Applicable -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States of America -------------------------------------------------------------------------------- 7. SOLE VOTING POWER 0 ------------------------------------------------------------- 8. SHARED VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY EACH 9. SOLE DISPOSITIVE POWER REPORTING PERSON WITH 0 ------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 ------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ] -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0 -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON (see instructions) IN -------------------------------------------------------------------------------- CUSIP No. 28252C109 13D Page 4 of 7 Pages Amendment No. 2 to Schedule 13D (Final Amendment) This Amendment No. 2 amends and supplements the Schedule 13D filed on January 26, 2023 and amended on February 3, 2023 (the "Schedule 13D") by the Reporting Persons relating to the common stock, par value $0.0001 per share (the "Shares"), of Polished.com Inc., a Delaware corporation (the "Issuer"). This statement also relates to the warrants (the "Warrants") registered by the Issuer with the Securities and Exchange Commission on May 26, 2021. The following items of the Schedule D are hereby amended as follows: Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows. The aggregate percentage of Shares reported owned by the Reporting Persons is based upon 105,469,878 Shares outstanding as of August 10, 2023, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2023, plus 14,045 Shares which would be issued upon execution of 14,045 Warrants beneficially owned by Morgan Dempsey Capital Management LLC. a) For information on Share ownership of the Reporting Persons, see Items 7-13 on the Cover Pages. b) For information on voting and dispositive power with respect to the above listed shares, see Items 7-11 on the Cover Pages. c) Transactions in the Shares of the Issuer during the Past Sixty Days The following table details the transactions during the sixty days on or prior to the Reporting Date in shares. The Reporting Persons sold their respective holdings of Common Stock and Warrants as follows: Price per Form of Reporting Person Date Quantity Security Share Transaction ---------------- -------- --------- --------- ----- ----------- Morgan Dempsey Capital Management LLC 08/07/2023 256,501 Share 0.19 Sell Morgan Dempsey Capital Management LLC 08/15/2023 3,468,167 Share 0.14 Sell Morgan Dempsey Capital Management LLC 08/15/2023 2,276,450 Warrant 0.01 Sell Joshua J. Peters 08/16/2023 1,766,546 Share 0.12 Sell Joshua J. Peters 08/16/2023 683,805 Warrant 0.004 Sell CUSIP No. 28252C109 13D Page 5 of 7 Pages Morgan Dempsey Capital Management LLC, in its role as investment manager to several customer accounts (collectively, the "Accounts") to which it furnishes investment advice, may be deemed to beneficially own shares of the Issuer's Shares and Warrants held in the Accounts. d) No person other than the Reporting Persons are known to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares. e) The Reporting Persons ceased to beneficially own more than five percent of the Common Stock on August 15, 2023. Item 7. Material to Be Filed as Exhibits. Item 7 is here amended as follows. Exhibit 1 CUSIP No. 28252C109 13D Page 6 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. MORGAN DEMPSEY CAPITAL MANAGEMENT LLC /s/ Ly Nguyen ----------------------------------- Name: Ly Nguyen Chief Compliance Officer ----------------------------------- Title August 17, 2023 ----------------------------------- Date EXHIBIT INDEX Exhibit Description ------------- ---------------------------------------------------- 1 Joint Filing Agreement CUSIP No. 28252C109 13D Page 7 of 7 Pages EXHIBIT 1 - JOINT FILING AGREEMENT JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing with the other reporting person of a statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, par value $0.0001 per share, of POLISHED.COM INC. and that this Agreement be included as an Exhibit to such joint filing. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 17th day of August, 2023. MORGAN DEMPSEY CAPITAL MANAGEMENT LLC By: /s/ Ly Nguyen ---------------------------------- Ly Nguyen Chief Compliance Officer /s/ Joshua J. Peters ---------------------------------- Joshua J. Peters

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SEC Form SC 13D/A filed by Polished Inc. (Amendment)

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