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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
August 10, 2023 (August 4, 2023)
| 1847 Holdings LLC |
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-41368 |
|
38-3922937 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
| 590 Madison Avenue, 21st Floor, New York, NY |
|
10022 |
| (Address of principal executive offices) |
|
(Zip Code) |
| (212) 417-9800 |
| (Registrant’s telephone number, including area code) |
| |
| (Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Shares |
|
EFSH |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
As previously disclosed, on February 3, 2023,
1847 Holdings LLC (the “Company”) issued a promissory note in the principal amount of $104,000 to Mast Hill Fund, L.P. (“Mast
Hill”) and a promissory note in the principal amount of $500,000 to Leonite Fund I, LP (“Leonite”). These
promissory notes (the “February 3 Notes”) are convertible into the Company’s common shares only upon an Event
of Default (as defined in the February 3 Notes).
On August 4, 2023, the Company received notices
(the “August 4 Notices”) from Mast Hill and Leonite that an Event of Default has occurred under the February 3 Notes
for failure to make certain payments when due. Notwithstanding the foregoing, Mast Hill and Leonite agreed that they will not require
any payments in cash for the over-due amounts or accelerate the payments due under the February 3 Notes for a period of 60 days. Since
an Event of Default has occurred, Mast Hill and Leonite have the right to convert the February 3 Notes, including the over-due amounts,
into common shares at their election.
As previously disclosed, on February 9, 2023,
the Company issued a promissory note in the principal amount of $1,390,909 to Mast Hill and a promissory note in the principal amount
of $1,166,667 to Leonite. These promissory notes (the “February 9 Notes”) are convertible into the Company’s
common shares only upon an Event of Default (as defined in the February 9 Notes).
On August 9, 2023, the Company received notices
(the “August 9 Notices”) from Mast Hill and Leonite that an Event of Default has occurred under the February 9 Notes
for failure to make certain payments when due. Notwithstanding the foregoing, Mast Hill and Leonite agreed that they will not require
any payments in cash for the over-due amounts or accelerate the payments due under the February 9 Notes for a period of 60 days. Since
an Event of Default has occurred, Mast Hill and Leonite have the right to convert the February 9 Notes, including the over-due amounts,
into common shares at their election.
As previously disclosed, on February 22,
2023, the Company issued a promissory note in the principal amount of $878,000 to Mast Hill (the “February 22 Note”). The
February 22 Note is convertible into the Company’s common shares only upon an Event of Default (as defined in the February 22 Note).
On August 10, 2023, the Company received a notice (the “August
10 Notice”) from Mast Hill that an Event of Default has occurred under the February 22 Note for failure to make certain payments
when due. Notwithstanding the foregoing, Mast Hill agreed that it will not require any payments in cash for the over-due amounts or accelerate
the payments due under the February 22 Note for a period of 60 days from August 9, 2023. Since an Event of Default has occurred, Mast
Hill has the right to convert the February 22 Note, including the over-due amounts, into common shares at its election.
The
foregoing description of the August 4 Notices, the August 9 Notices and the August 10 Notice does not purport to be complete and is qualified
in its entirety by reference to the full text of those documents filed as exhibits to this report, which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 4, 2023, upon recommendation of the
Nominating and Corporate Governance Committee, the Board of Directors of the Company (the “Board”) appointed Ms. Michele
A. Chow-Tai to the Board to fill an existing vacancy. Ms. Chow-Tai was also appointed to the Audit Committee and the Nominating and Corporate
Governance Committee. The Board determined that Ms. Chow-Tai is independent within the meaning of the rules of NYSE American. Below is
certain biographical information regarding Ms. Chow-Tai.
Ms. Chow-Tai is an experienced professional in
global banking and financial services with more than 32 years of industry expertise. For nearly seven years, she has been leading business
development initiatives, fundraising, and acquisition strategies at Fairview Capital Partners, a private equity and venture capital firm,
where she has been responsible for delivering a significant increase in the firm’s assets under management and has forged strong
relationships with major institutional investors in the US and abroad. Prior to her work in private equity, Ms. Chow-Tai spent over two
decades at leading global banks and financial services organizations, where she led multiple business initiatives, managed risk, and helped
clients navigate the complexities of global markets. Ms. Chow-Tai served as Board Chair for the City University of New York - York College
Foundation for 10 years. She is currently a Board Member of the National Association of Securities Professionals – New York Chapter,
Board Member of the NASP-NY Foundation, and the Greater New Haven Chambers of Commerce. Ms. Chow-Tai also serves on the Advisory Board
of LeaderXXchange, a purpose-driven organization that advises and promotes diversity and sustainability in governance, leadership, and
investments. Ms. Chow-Tai holds a B.S. degree from the City University of New York – York College, holds credentials in business
administration and finance and is currently pursuing a Juris Doctor degree from Mitchell Hamline School of Law.
Ms. Chow-Tai was appointed until her successor
is duly elected and qualified. There are no arrangements or understandings between Ms. Chow-Tai and any other person pursuant to which
she was selected as a director. There has been no transaction, nor is there any currently proposed transaction, between Ms. Chow-Tai and
the Company that would require disclosure under Item 404(a) of Regulation S-K.
On August 4, 2023, the Company entered into an
independent director agreement with Ms. Chow-Tai, in the Company’s standard form (the “Director Agreement”),
pursuant to which she is entitled to an annual fee of $35,000 and an annual grant of $35,000 of restricted shares, restricted share units
and/or share options, subject to Compensation Committee approval. The Company also agreed to reimburse Ms. Chow-Tai for pre-approved reasonable
business expenses incurred in good faith in connection with the performance of her duties for the Company. Such compensation shall be
subject to adjustment from time to time by the Board.
On August 4, 2023, the Company also entered into
an indemnification agreement with Ms. Chow-Tai, in the Company’s standard form (the “Indemnification Agreement”),
pursuant to which the Company agreed to indemnify Ms. Chow-Tai to the fullest extent permitted by law and agreed to advance all expenses
incurred by or on behalf of Ms. Chow-Tai in connection with any proceeding within thirty (30) days after the receipt by the Company of
a statement requesting such advance, whether prior to or after final disposition of such proceeding.
The foregoing summary of the terms and conditions
of the Director Agreement and the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference
to the full text of the form of Director Agreement and the form of Indemnification Agreement filed as exhibits to this report, which are
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | |
Description of Exhibit |
| 10.1 | |
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 3, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 9, 2023) |
| 10.2 | |
Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 3, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2023) |
| 10.3 | |
Letter Agreement, dated August 4, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC |
| 10.4 | |
Letter Agreement, dated August 4, 2023, between Leonite Fund I, LP and 1847 Holdings LLC |
| 10.5 | |
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 9, 2023 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on February 13, 2023) |
| 10.6 | |
Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on February 13, 2023) |
| 10.7 | |
Letter Agreement, dated August 9, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC |
| 10.8 | |
Letter Agreement, dated August 9, 2023, between Leonite Fund I, LP and 1847 Holdings LLC |
| 10.9 | |
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 22, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 28, 2023) |
| 10.10 | |
Letter Agreement, dated August 10, 2023, between Mast Hill Fund, L.P and 1847 Holdings LLC |
| 10.11 | |
Form of Independent Director Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) |
| 10.12 | |
Form of Indemnification Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) |
| 104 | |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| Date: August 10, 2023 |
1847 HOLDINGS LLC |
| |
|
| |
/s/ Ellery W. Roberts |
| |
Name: |
Ellery W. Roberts |
| |
Title: |
Chief Executive Officer |
4
Exhibit 10.3
Mast Hill Fund, L.P.
48 Parker Road
Wellesley, MA 02482
August 4, 2023
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Ellery W. Roberts
Mr. Roberts:
Reference is made to that
certain Promissory Note in the principal amount of $104,000 issued by 1847 Holdings LLC (the “Company”) to Mast Hill
Fund, L.P., a Delaware limited partnership (the “Holder”) on February 3, 2023 (the “Note”). Capitalized
terms used but not defined herein shall have the meaning ascribed to them in the Note.
This letter shall serve as
notice that an Event of Default has occurred pursuant to Section 3.20 of the Note due to the Company’s failure to make certain required
payments on or prior to August 3, 2023 (the “Delinquent Payments”). Notwithstanding the foregoing, the Holder agrees
that (i) it will not require payment in cash of the Default Amount or any other fees due pursuant to Section 3.22 of the Note (or take
any collection action against the Company for payment in cash of such amounts) for a period of sixty (60) calendar days from August 4,
2023 and (ii) will waive all rights to accelerate the maturity of the Note as a result of the Delinquent Payments for a period of sixty
(60) calendar days from August 4, 2023. The parties further acknowledge that since an Event of Default has occurred, the Holder may convert
the Note (including but not limited to the Default Amount) in full in accordance with Section 1.1 of the Note.
By signing below, the parties
hereto hereby consent and agree to the terms as set forth above.
| |
Very truly yours, |
| |
|
| |
MAST HILL FUND, L.P. |
| |
|
| |
By: |
/s/
Patrick Hassani |
| |
Name: |
Patrick Hassani |
| |
Title: |
Chief Investment Officer |
| AGREED AND ACKNOWLEDGED: |
| |
|
| 1847
HOLDINGS LLC |
| |
|
| By: |
/s/
Ellery W. Roberts |
|
| Name: |
Ellery W. Roberts |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.4
Leonite Fund I, LP
1 Hillcrest Center Dr, Suite 232
Spring Valley, NY 10977
August 4, 2023
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Ellery W. Roberts
Mr. Roberts:
Reference is made to that
certain Promissory Note in the principal amount of $500,000 issued by 1847 Holdings LLC (the “Company”) to Leonite
Fund I, LP (the “Holder”) on February 3, 2023 (the “Note”). Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Note.
This letter shall serve as
notice that an Event of Default has occurred pursuant to Section 3.20 of the Note due to the Company’s failure to make certain required
payments on or prior to August 3, 2023 (the “Delinquent Payments”). Notwithstanding the foregoing, the Holder agrees
that (i) it will not require payment in cash of the Default Amount or any other fees due pursuant to Section 3.22 of the Note (or take
any collection action against the Company for payment in cash of such amounts) for a period of sixty (60) calendar days from August 4,
2023 and (ii) will waive all rights to accelerate the maturity of the Note as a result of the Delinquent Payments for a period of sixty
(60) calendar days from August 4, 2023. The parties further acknowledge that since an Event of Default has occurred, the Holder may convert
the Note (including but not limited to the Default Amount) in full in accordance with Section 1.1 of the Note.
By signing below, the parties
hereto hereby consent and agree to the terms as set forth above.
| |
Very
truly yours, |
| |
|
| |
LEONITE
FUND I, LP |
| |
By:
Leonite Advisors LLC, its Manager |
| |
|
| |
By: |
/s/
Avi Geller |
| |
Name: |
Avi
Geller |
| |
Title: |
Managing
Member |
| AGREED
AND ACKNOWLEDGED: |
|
| |
|
| 1847
HOLDINGS LLC |
|
| |
|
| By: |
/s/
Ellery W. Roberts |
|
| Name: |
Ellery
W. Roberts |
|
| Title: |
Chief
Executive Officer |
|
Exhibit 10.7
Mast
Hill Fund, L.P.
48
Parker Road
Wellesley,
MA 02482
August
10, 2023
1847
Holdings LLC
590
Madison Avenue, 21st Floor
New
York, NY 10022
Attn:
Ellery W. Roberts
Mr.
Roberts:
Reference
is made to that certain Promissory Note in the principal amount of $878,000.00 issued by 1847 Holdings LLC (the “Company”)
to Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) on February 22, 2023 (the “Note”).
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note.
This
letter shall serve as notice that an Event of Default has occurred pursuant to Section 3.20 of the Note due to the Company’s failure
to make certain required payments on or prior to August 9, 2023 (the “Delinquent Payments”). Notwithstanding the foregoing,
the Holder agrees that (i) it will not require payment in cash of the Default Amount or any other fees due pursuant to Section 3.22 of
the Note (or take any collection action against the Company for payment in cash of such amounts) for a period of sixty (60) calendar
days from August 9, 2023 and (ii) will waive all rights to accelerate the maturity of the Note as a result of the Delinquent Payments
for a period of sixty (60) calendar days from August 9, 2023. The parties further acknowledge that since an Event of Default has occurred,
the Holder may convert the Note (including but not limited to the Default Amount) in full in accordance with Section 1.1 of the Note.
By
signing below, the parties hereto hereby consent and agree to the terms as set forth above.
| |
Very
truly yours, |
| |
|
| |
MAST
HILL FUND, L.P. |
| |
|
|
| |
By: |
/s/
Patrick Hassani |
| |
Name: |
Patrick
Hassani |
| |
Title: |
Chief
Investment Officer |
| AGREED AND ACKNOWLEDGED: |
|
| |
|
|
| 1847 HOLDINGS LLC |
|
| |
|
|
| By: |
/s/ Ellery W. Roberts |
|
| Name: |
Ellery W. Roberts |
|
| Title: |
Chief Executive Officer |
|
Exhibit 10.8
Leonite Fund I, LP
1 Hillcrest Center Dr, Suite 232
Spring Valley, NY 10977
August 9, 2023
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Ellery W. Roberts
Mr. Roberts:
Reference is made to that
certain Promissory Note in the principal amount of $1,166,666.67 issued by 1847 Holdings LLC (the “Company”) to Leonite
Fund I, LP (the “Holder”) on February 9, 2023 (the “Note”). Capitalized terms used but not defined
herein shall have the meaning ascribed to them in the Note.
This letter shall serve as
notice that an Event of Default has occurred pursuant to Section 3.20 of the Note due to the Company’s failure to make certain required
payments on or prior to August 9, 2023 (the “Delinquent Payments”). Notwithstanding the foregoing, the Holder agrees
that (i) it will not require payment in cash of the Default Amount or any other fees due pursuant to Section 3.22 of the Note (or take
any collection action against the Company for payment in cash of such amounts) for a period of sixty (60) calendar days from August 9,
2023 and (ii) will waive all rights to accelerate the maturity of the Note as a result of the Delinquent Payments for a period of sixty
(60) calendar days from August 9, 2023. The parties further acknowledge that since an Event of Default has occurred, the Holder may convert
the Note (including but not limited to the Default Amount) in full in accordance with Section 1.1 of the Note.
By signing below, the parties
hereto hereby consent and agree to the terms as set forth above.
| |
Very
truly yours, |
| |
|
| |
LEONITE
FUND I, LP |
| |
By:
Leonite Advisors LLC, its Manager |
| |
|
| |
By: |
/s/
Avi Geller |
| |
Name: |
Avi
Geller |
| |
Title: |
Managing
Member |
| AGREED
AND ACKNOWLEDGED: |
|
| |
|
| 1847
HOLDINGS LLC |
|
| |
|
| By: |
/s/
Ellery W. Roberts |
|
| Name: |
Ellery
W. Roberts |
|
| Title: |
Chief
Executive Officer |
|
Exhibit 10.10
Mast Hill Fund, L.P.
48 Parker Road
Wellesley, MA 02482
August 9, 2023
1847 Holdings LLC
590 Madison Avenue, 21st Floor
New York, NY 10022
Attn: Ellery W. Roberts
Mr. Roberts:
Reference is made to that
certain Promissory Note in the principal amount of $1,390,908.59 issued by 1847 Holdings LLC (the “Company”) to Mast
Hill Fund, L.P., a Delaware limited partnership (the “Holder”) on February 9, 2023 (the “Note”).
Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note.
This letter shall serve as
notice that an Event of Default has occurred pursuant to Section 3.20 of the Note due to the Company’s failure to make certain required
payments on or prior to August 9, 2023 (the “Delinquent Payments”). Notwithstanding the foregoing, the Holder agrees
that (i) it will not require payment in cash of the Default Amount or any other fees due pursuant to Section 3.22 of the Note (or take
any collection action against the Company for payment in cash of such amounts) for a period of sixty (60) calendar days from August 9,
2023 and (ii) will waive all rights to accelerate the maturity of the Note as a result of the Delinquent Payments for a period of sixty
(60) calendar days from August 9, 2023. The parties further acknowledge that since an Event of Default has occurred, the Holder may convert
the Note (including but not limited to the Default Amount) in full in accordance with Section 1.1 of the Note.
By signing below, the parties
hereto hereby consent and agree to the terms as set forth above.
| |
Very truly yours, |
| |
|
| |
MAST HILL FUND, L.P. |
| |
|
| |
By: |
/s/ Patrick Hassani |
| |
Name: |
Patrick Hassani |
| |
Title: |
Chief Investment Officer |
| AGREED AND ACKNOWLEDGED: |
|
| |
|
| 1847
HOLDINGS LLC |
|
| |
|
| By: |
/s/ Ellery W. Roberts |
|
| Name: |
Ellery W. Roberts |
|
| Title: |
Chief Executive Officer |
|
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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-Number 240
-Section 13e
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-Publisher SEC
-Name Exchange Act
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-Section 14d
-Subsection 2b
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| Namespace Prefix: |
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| X |
- DefinitionTitle of a 12(b) registered security. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
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| X |
- DefinitionName of the Exchange on which a security is registered. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection d1-1
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
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| Namespace Prefix: |
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| Data Type: |
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| X |
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| Period Type: |
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
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| Namespace Prefix: |
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