Current Report Filing (8-k)
November 27 2020 - 5:01PM
Edgar (US Regulatory)
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 27, 2020 (November 20, 2020)
1847 HOLDINGS LLC
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(Exact name of registrant as specified in its charter)
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Delaware
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333-193821
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38-3922937
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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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590 Madison Avenue, 21st Floor, New York, NY
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10022
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(Address of principal executive offices)
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(Zip Code)
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(212) 417-9800
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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: None
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. ☐
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Item 1.01
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Entry into a Material Definitive Agreement.
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As
previously disclosed, on September 30, 2020, 1847 Holdings LLC (the “Company”) entered into several securities purchase
agreements with certain purchasers, pursuant to which the Company sold an aggregate of 2,189,835 units, at a price of $1.90 per
unit, for an aggregate purchase price of $4,160,684. Each unit consists of (i) one (1) series A senior convertible preferred share
of the Company, and (ii) a three-year warrant to purchase one (1) common share of the Company at an exercise price of $2.50 per
share (subject to adjustment), which may be exercised on a cashless basis under certain circumstances.
As previously disclosed, on October
26, 2020, the Company entered into several securities purchase agreements, in the same form as those entered into on September
30, 2020, with additional purchasers, pursuant to which the Company sold an aggregate of 442,443 units, at a price of $1.90 per
unit, to such purchasers for an aggregate purchase price of $840,640.
As previously disclosed, the terms of
the series A senior convertible preferred shares are governed by a share designation, dated September 30, 2020 (the “Designation”).
The Designation contains a provision regarding adjustments to the dividend rate, stated value and conversion price of the series
A senior convertible preferred shares as follows:
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·
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On the first day of the 12th month following the
issuance date of any series A senior convertible preferred share, the stated dividend rate shall automatically increase
by five percent (5.0%) per annum and the conversion price shall automatically adjust to the lower of the (i) initial conversion
price and (ii) the price equal to the lowest volume weighted average price (“VWAP”) of the ten (10) trading days immediately
preceding such date.
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·
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On the first day of the 24th month following the
issuance date of any series A senior convertible preferred, the stated dividend rate shall automatically increase by an
additional five percent (5.0%) per annum, the stated value shall automatically increase by ten percent (10%) and the conversion
price shall automatically adjust to the lower of the (i) initial conversion price and (ii) the price equal to the lowest VWAP of
the ten (10) trading days immediately preceding such date.
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·
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On the first day of the 36th
month following the issuance date of any series A senior convertible preferred share,
the stated dividend rate shall automatically increase by an additional five percent (5.0%) per annum, the stated value shall automatically
increase by ten percent (10%) and the conversion price shall automatically adjust to the lower of the (i) initial conversion price
and (ii) the price equal to the lowest VWAP of the ten (10) trading days immediately preceding the third adjustment date.
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On November 20, 2020, the Company and
the holders of a majority of the series A senior convertible preferred shares entered into Amendment No. 1 to the Designation (the
“Designation Amendment”) to amend the Designation to provide that, notwithstanding anything to the contrary contained
in the Designation, the conversion price for purposes of the adjustments described above shall not be adjusted to a number that
is below $0.0075.
The foregoing description of the Designation
Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Designation Amendment
filed as Exhibit 4.2 to this Form 8-K, which is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(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 27, 2020
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1847 HOLDINGS LLC
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/s/ Ellery W. Roberts
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Name: Ellery W. Roberts
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Title: Chief Executive Officer
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