EFSH 1847 Holdings LLC

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

(Amendment No. 1)

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): September 6, 2023 (August 31, 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. ☐

 

 

 

EXPLANATORY NOTE

 

This Amendment No. 1 to Current Report on Form 8-K/A amends the Form 8-K that the Company filed on September 5, 2023 solely to include the written notice from NYSE American LLC as an exhibit to the Form 8-K.

 

 

Item 3.01

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On August 31, 2023, 1847 Holdings LLC (the “Company”) received written notice (the “Notice”) from the NYSE American LLC (the “NYSE American”) stating that it is not in compliance with the continued listing standard set forth in Section 1003(f)(v) of the NYSE American Company Guide (the “Company Guide”) because the Company’s common shares were selling for a substantial period of time at a low price per share, which NYSE American determined to be a 30-trading day average of less than $0.20 per share. The Notice stated that the Company’s continued listing is predicated on it effecting a reverse split of its common shares or otherwise demonstrating sustained price improvement within a reasonable period of time, which NYSE American has determined to be no later than February 29, 2024. A copy of the Notice is filed as Exhibit 99.1 to this report.

 

However, NYSE American may take an accelerated delisting action that would pre-empt the cure period in the event that the common shares trade at a level viewed to be abnormally low.

 

As previously disclosed on September 1, 2023 through a press release, in order to resolve the deficiency the Company will effect a 1-for-25 reverse stock split (“reverse split”) of its common shares that will become effective on September 11, 2023. The Company’s common shares will continue to trade on NYSE American under the symbol “EFSH” and will begin trading on a split-adjusted basis when the market opens on September 11, 2203. The new CUSIP number for the common shares following the reverse split will be 28252B887.

 

The Company’s receipt of the Notice from the NYSE American does not affect the Company’s business, operations or reporting requirements with the U.S. Securities and Exchange Commission.

 

Item 9.01

Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description of Exhibit
99.1		Letter, dated August 31, 2023, from NYSE American LLC to 1847 Holdings LLC
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: September 6, 2023	1847 HOLDINGS LLC
	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer

 

 

3

 

 

Exhibit 99.1

 

		Tanya Hoos, CPA
		Senior Director
		NYSE Regulation
		11 Wall Street
		New York, NY 10005
		T +1 212 656 5391
		tanya.hoos@theice.com

 

August 31, 2023

 

Mr. Ellery W. Roberts

Chairman, Chief Executive Officer, and President

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

 

Dear Mr. Roberts:

 

NYSE American LLC continued listing standards are set forth in Part 10 of the NYSE American Company Guide¹. Staff has determined that the 1847 Holdings LLC (the “Company”) securities have been selling for a low price per share for a substantial period of time and, pursuant to Section 1003(f)(v) of the Company Guide, the Company’s continued listing is predicated on it effecting a reverse stock split of its common stock or otherwise demonstrating sustained price improvement within a reasonable period of time, which we have determined to be no later than February 29, 2024.

 

As a result of the foregoing, the Company has become subject to the procedures and requirements of Section 1009 of the Company Guide. Accordingly, the Company must contact Matthew Tepper at 212-656-5200 or matthew.tepper@nyse.com by September 7, 2023 to confirm receipt of this letter and discuss any new developments of which the Exchange staff may be unaware.

 

Notwithstanding the foregoing, please note that the NYSE American can take accelerated delisting action in the event that the Company’s common stock trades at levels viewed to be abnormally low.

 

Pursuant to Sections 402 (g) and 1009(j) of the Company Guide, the Company must also issue public disclosure by September 7, 2023, announcing receipt of this letter and the specific continued listing standards it has fallen below.

 

To enhance information available to investors, NYSE American makes a below compliance (“.BC”) indicator available on the consolidated tape. This enables data vendors who disseminate the quotes and trades of NYSE American- listed companies to append an indicator to the ticker symbol(s) of any company that is below standards. Each vendor is free to use an indicator of its own choosing so the letter or symbol used to indicate this status may differ from vendor to vendor. NYSE American also publishes a list of noncompliant issuers² and displays the .BC indicator on its website. Five business days following receipt of this letter the Company will be added to the list of NYSE American noncompliant issuers on the website and the indicator will be disseminated with the Company’s ticker symbol(s).

 

Please remember that any discussions regarding this letter and any response should be only with NYSE Regulation staff. The Company’s electronic designated market maker (“eDMM”) must be treated as a member of the public. Accordingly, no nonpublic information should be discussed with or disclosed to the eDMM.

 

1 The Company Guide is available at https://nyseamericanguide.srorules.com/company-guide

2 https://www.nyse.com/regulation/noncompliant-issuers

 

 

 

If you have any questions, please contact Matthew Tepper at 212-656-5200 or matthew.tepper@nyse.com.

 

Sincerely,

 

/s/ Tanya Hoos

 

cc:	Louis Bevilacqua, Bevilacqua PLLC
	Paul Dorfman, Intercontinental Exchange, Inc. | NYSE
	Deoclides Machado, NYSE Regulation

 

 

 

 

v3.23.2

Cover	Aug. 31, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	This Amendment No. 1 to Current Report on Form 8-K/A amends the Form 8-K that the Company filed on September 5, 2023 solely to include the written notice from NYSE American LLC as an exhibit to the Form 8-K.
Document Period End Date	Aug. 31, 2023
Entity File Number	001-41368
Entity Registrant Name	1847 Holdings LLC
Entity Central Index Key	0001599407
Entity Tax Identification Number	38-3922937
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	590 Madison Avenue
Entity Address, Address Line Two	21st Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10022
City Area Code	212
Local Phone Number	417-9800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Shares
Trading Symbol	EFSH
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

---