Current Report Filing (8-k)
August 11 2021 - 2:29PM
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): August
11, 2021 (August 5, 2021)
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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000-56128
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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 3.03
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Material Modification to Rights of Security Holders.
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On August 5, 2021, the Second Amended and Restated
Operating Agreement (the “Operating Agreement”) of 1847 Holdings LLC (the “Company”), was amended pursuant to
Amendment No. 1 to Second Amended and Restated Operating Agreement (the “Amendment”), entered into by 1847 Partners LLC, as
the Manager and as Allocation Member (as defined in the Operating Agreement). The Amendment was adopted by the Board of Directors of the
Company on August 5, 2021.
The following is a summary of the amendments
to the Operating Agreement. Such summary is qualified in its entirety by reference to the full text of the Amendment, a copy of which
is filed as Exhibit 3.1 to this report and is incorporated by reference herein.
The Amendment amends the Operating Agreement
as follows:
(1)
the definition of “Contribution-Based Profits” was amended to remove language relating to “loss” and “net
loss”;
(2)
the definition of “Sales Event” was amended to add the following sentence: “For the avoidance of doubt, if the Company
distributes its equity ownership in a Subsidiary to the Company’s Shareholders in a spin-off or similar transaction, such
distribution shall constitute a Sale Event.”; and
(3)
the definition of “Total Profit Allocation” was amended to add the following sentence: “For the avoidance of
doubt, if Contribution-Based Profits is a negative number, it shall be disregard in calculating Total Profit Allocation.”
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Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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The information set forth in Item 3.03 above
is incorporated herein in its entirety.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
The following exhibits are filed herewith:
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.
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1847 HOLDINGS LLC
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Date: August 11, 2021
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By:
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/s/ Ellery W. Roberts
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Name:
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Ellery W. Roberts
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Title:
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Chief Executive Officer
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