Form 8-K - Current report

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): September 7, 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. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on February 3, 2023, 1847 Holdings LLC (the “Company”) issued to Mast Hill Fund, L.P. (“Mast Hill”) a promissory note in the principal amount of $104,000 (the “Mast Hill February 3 Note”) and issued to Leonite Fund I, LP (“Leonite”) a promissory note in the principal amount of $500,000 (the “Leonite February 3 Note”).

As previously disclosed, on February 9, 2023, the Company issued a promissory note in the principal amount of $1,390,909 to Mast Hill (the “Mast Hill February 9 Note”) and a promissory note in the principal amount of $1,166,667 to Leonite (the “Leonite February 9 Note”).

As previously disclosed, on February 22, 2023, the Company issued a promissory note in the principal amount of $878,000 to Mast Hill (the “Mast Hill February 22 Note,” and together with the Mast Hill February 3 Note, the Leonite February 3 Note, the Mast Hill February 9 Note and the Leonite February 9 Note, the “Notes”).

As previously disclosed, on August 4, 2023, August 9, 2023 and August 10, 2023, the Company received notices from Mast Hill and Leonite that an Event of Default (as defined in the Notes) had occurred under the Notes for failure to make certain payments when due. Notwithstanding the foregoing, Mast Hill and Leonite agreed that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the Notes for a period of 60 days. Since an Event of Default occurred, Mast Hill and Leonite had the right to convert the Notes, including the over-due amounts and default interest and penalties, into common shares at their election.

Following the receipt of such notices, Mast Hill converted the Mast Hill February 3 Note and Leonite converted the February 3 Note. Accordingly, the Mast Hill February 3 Note and Leonite February 3 Note have been terminated. In addition, Mast Hill partially converted the Mast Hill February 9 Note and Leonite partially converted the Leonite February 9 Note.

On August 31, 2023, the Company, Mast Hill and Leonite entered into amendments to the Mast Hill February 9 Note, the Leonite February 9 Note and the Mast Hill February 22 Note (the “Amendments”), pursuant to which the parties agreed to extend the maturity date of the remaining Notes to August 31, 2024 and the Company agreed to make monthly payments commencing on September 30, 2023, as further described in the Amendments. Mast Hill and Leonite also agreed not to convert any portion of the remaining Notes as long as the Company makes these payments when due. As consideration for Mast Hill and Leonite’s entry into the Amendments, the Company agreed to pay Mast Hill and Leonite an amendment fee equal to 10% of the principal amounts of the remaining Notes within one (1) business day.

The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments 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 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on August 10, 2023)
10.4		Letter Agreement, dated August 4, 2023, between Leonite Fund I, LP and 1847 Holdings LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on August 10, 2023)
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 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on August 10, 2023)
10.8		Letter Agreement, dated August 9, 2023, between Leonite Fund I, LP and 1847 Holdings LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on August 10, 2023)
10.9		Letter Agreement, dated August 31, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC
10.10		Letter Agreement, dated August 31, 2023, between Leonite Fund I, LP and 1847 Holdings LLC
10.11		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)
10.12		Letter Agreement, dated August 10, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on August 10, 2023)
10.13		Letter Agreement, dated August 31, 2023, between Mast Hill Fund, L.P. and 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 7, 2023	1847 HOLDINGS LLC

	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer

Exhibit 10.9

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

August 31, 2023

Mast Hill Fund, L.P.

48 Parker Road

Wellesley, MA 02482

Attn: Patrick Hassani

Mr. Hassani:

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”). We also refer to that certain letter agreement, dated August 9, 2023, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note.

In accordance with Section 4.3 of the Note, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Holder desire to amend the Note as set forth below.

The definition of “Maturity Date” is hereby amended to read “August 31, 2024.”

Section 4.16 of the Note is hereby amended and restated in its entirety to read as follows:

“4.16 Amortization Payments.

(a) In addition to all other payment obligations under this Note, Borrower shall also make the following amortization payments (each an “Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following table:

Payment Date:	Payment Amount:
09/30/2023	$	2,186
10/31/2023	$	2,234
11/30/2023	$	2,162
12/31/2023	$	2,234
01/31/2024	$	2,234
02/29/2024	$	2,090
03/31/2024	$	38,771
04/30/2024	$	38,339
05/31/2024	$	38,027
06/30/2024	$	37,618
07/31/2024	$	37,282
08/31/2024	$	36,909

(b) Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless the Company fails to make an Amortization Payment when due.”

In consideration for the amendments described herein, the Company hereby agrees to pay to the Holder a fee of $21,931.90 (the “Amendment Fee”) within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the payments due under the Note as set forth above.

Except as amended as set forth above, the Note shall continue in full force and effect.

By signing below, the parties hereto hereby consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee as consideration therefor, as set forth herein.

	Very truly yours,

	1847 HOLDINGS LLC

	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer

AGREED AND ACKNOWLEDGED:

MAST HILL FUND, L.P.

By:	/s/ Patrick Hassani
Name:	Patrick Hassani
Title:	Chief Investment Officer

Exhibit 10.10

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

August 31, 2023

Leonite Fund I, LP

1 Hillcrest Center Dr, Suite 232

Spring Valley, NY 10977

Mr. Geller:

Reference is made to that certain Promissory Note in the principal amount of $612,738 issued by 1847 Holdings LLC (the “Company”) to Leonite Fund I, LP (the “Holder”) on February 9, 2023 (the “Note”). We also refer to that certain letter agreement, dated August 9, 2023, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note.

The definition of “Maturity Date” is hereby amended to read “August 31, 2024.”

Section 4.16 of the Note is hereby amended and restated in its entirety to read as follows:

“4.16 Amortization Payments.

Payment Date:	Payment Amount:
09/30/2023	$	5,842
10/31/2023	$	6,245
11/30/2023	$	6,043
12/31/2023	$	6,245
01/31/2024	$	6,245
02/29/2024	$	5,842
03/31/2024	$	108,368
04/30/2024	$	107,159
05/31/2024	$	106,286
06/30/2024	$	105,145
07/31/2024	$	104,205
08/31/2024	$	103,164

(b) Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless the Company fails to make an Amortization Payment when due.”

In consideration for the amendments described herein, the Company hereby agrees to pay to the Holder a fee of equal to 10% of balance (the “Amendment Fee”) within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the payments due under the Note as set forth above.

Except as amended as set forth above, the Note shall continue in full force and effect.

By signing below, the parties hereto hereby consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee as consideration therefore, as set forth herein.

	Very truly yours,

	1847 HOLDINGS LLC

	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer

AGREED AND ACKNOWLEDGED:

LEONITE FUND I, LP
By: Leonite Advisors LLC, its Manager

By:	/s/ Avi Geller
Name:	Avi Geller
Title:	Managing Member

Exhibit 10.13

1847 HOLDINGS LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

August 31, 2023

Mast Hill Fund, L.P.

48 Parker Road

Wellesley, MA 02482

Attn: Patrick Hassani

Mr. Hassani:

Reference is made to that certain Promissory Note in the principal amount of $878,000 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”). We also refer to that certain letter agreement, dated August 10, 2023, between the Company and the Holder. Capitalized terms used but not defined herein shall have the meaning ascribed to them in the Note.

The definition of “Maturity Date” is hereby amended to read “August 31, 2024.”

Section 4.16 of the Note is hereby amended and restated in its entirety to read as follows:

“4.16 Amortization Payments.

Payment Date:	Payment Amount:
09/30/2023	$	19,047
10/31/2023	$	7,671
11/30/2023	$	7,424
12/31/2023	$	7,671
01/31/2024	$	7,671
02/29/2024	$	7,176
03/31/2024	$	133,115
04/30/2024	$	131,630
05/31/2024	$	130,558
06/30/2024	$	129,156
07/31/2024	$	128,001
08/31/2024	$	126,722

(b) Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless the Company fails to make an Amortization Payment when due.”

In consideration for the amendments described herein, the Company hereby agrees to pay to the Holder a fee of $76,453.60 (the “Amendment Fee”) within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the payments due under the Note as set forth above.

Except as amended as set forth above, the Note shall continue in full force and effect.

By signing below, the parties hereto hereby consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee as consideration therefor, as set forth herein.

	Very truly yours,

	1847 HOLDINGS LLC

	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer

AGREED AND ACKNOWLEDGED:

MAST HILL FUND, L.P.

By:	/s/ Patrick Hassani
Name:	Patrick Hassani
Title:	Chief Investment Officer

Cover	Aug. 31, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
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