Current Report Filing (8-k)
October 05 2021 - 4:21PM
Edgar (US Regulatory)
0001599407
false
0001599407
2021-09-29
2021-09-29
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 5, 2021 (September 29, 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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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 3.03
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Material Modification to Rights of Security Holders.
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As previously disclosed, on September 30, 2020,
1847 Holdings LLC (the “Company”) executed a share designation establishing the Company’s series A senior convertible
preferred shares, which was amended on November 20, 2020 and amended and restated on March 26, 2021 (as amended, the “Designation”).
On September 29, 2021, the Company, upon the
written consent of the holders of a majority of the outstanding series A senior convertible preferred shares, including Leonite Capital
LLC, executed amendment no. 1 to amended and restated share designation (the “Designation Amendment”) to amend certain terms
of the Designation in accordance with the provisions thereof.
The Designation provided that the Company could
redeem the series A senior convertible preferred shares in whole upon payment of a redemption fee. The Designation Amendment revised the
terms of the redemption provision to provide that the Company may also redeem the series A senior convertible preferred shares in part
upon the written consent of the holders of a majority of the outstanding series A senior convertible preferred shares, which majority
must include Leonite Capital LLC so long as it holds any series A senior convertible preferred shares (the “Requisite Holders”),
in the manner provided for in such written consent.
The Designation contained a provision regarding
certain automatic adjustments to the stated dividend rate, stated value and conversion price (each as defined in the Designation), which
would become effective automatically on the first, second and third anniversaries of the issuance of the series A senior convertible preferred
shares. The Designation Amendment revised the terms of these adjustments to provide that such adjustments shall not be automatic and instead
shall become effective if, but only if, the Requisite Holders provide the Company with at least ten (10) business days’ prior written
notice.
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 report, 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: October 5, 2021
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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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