Current Report Filing (8-k)
November 15 2021 - 07:16AM
Edgar (US Regulatory)
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2021-11-15
2021-11-15
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2021-11-15
2021-11-15
0001810140
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2021-11-15
2021-11-15
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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):
November 15, 2021
1847 GOEDEKER INC.
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(Exact name of registrant as specified in its charter)
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Delaware
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001-39418
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83-3713938
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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3817 Millstone Parkway, St. Charles, MO
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63301
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(Address of principal executive offices)
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(Zip Code)
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888-768-1710
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
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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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, par value $0.0001 per share
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GOED
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NYSE American LLC
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Warrants to Purchase Common Stock
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GOED WS
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NYSE American LLC
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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 2.02 Results of Operations and Financial Condition.
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. A copy of the press release is furnished as Exhibit 99.1 to this report.
The information furnished with this Item 2.02,
including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference into any other filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act,
except as expressly set forth by specific reference in such a filing.
The Company is making reference to non-GAAP financial
information in both the press release and the conference call. A reconciliation of GAAP to non-GAAP results is provided in the press release.
Item 7.01 Regulation FD Disclosure.
The Company intends to use the materials attached
to this report as Exhibit 99.2 in upcoming investor presentations. The furnishing of these materials is not intended to constitute
a representation that such furnishing is required by Regulation FD or other securities laws, or that the presentation materials
include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation
to update such information in the future.
The Company is making reference to non-GAAP financial
information in the presentation. A reconciliation of GAAP to non-GAAP results is provided in the presentation.
The information furnished with this Item 7.01,
including Exhibit 99.2, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject
to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act or
the Exchange Act, except as expressly set forth by specific reference in such a filing.
The foregoing information will not be deemed an
admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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: November 15, 2021
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1847 GOEDEKER INC.
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/s/ Albert Fouerti
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Name: Albert Fouerti
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Title: Chief Executive Officer
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