1847 Holdings LLC Files 8-K on Equity Sales and Agreements

TL;DR

1847 Holdings LLC filed an 8-K detailing equity sales and modifications to security holder rights.

AI Summary

On August 19, 2024, 1847 Holdings LLC entered into a material definitive agreement related to the unregistered sale of equity securities. The filing also addresses material modifications to the rights of security holders and includes financial statements and exhibits.

Why It Matters

This 8-K filing indicates potential changes in the company's capital structure and security holder rights, which could impact investors.

Risk Assessment

Risk Level: medium — Filings related to unregistered equity sales and modifications to security holder rights can introduce uncertainty and potential dilution.

Key Players & Entities

• 1847 Holdings LLC (company) — Registrant
• August 19, 2024 (date) — Earliest event reported
• August 23, 2024 (date) — Date of report

FAQ

Key Financial Figures

• $831,027 — ng balance of the Note in the amount of $831,027 in exchange for which the Company issue
• $10.00 — preferred shares with a stated value of $10.00 per share. Following is a summary of th

Filing Documents

• ea0212283-8k_1847hold.htm (8-K) — 51KB
• ea021228301ex4-1_1847hold.htm (EX-4.1) — 41KB
• ea021228301ex10-1_1847hold.htm (EX-10.1) — 52KB
• ea021228301ex10-2_1847hold.htm (EX-10.2) — 52KB
• 0001213900-24-072232.txt ( ) — 409KB
• efsh-20240819.xsd (EX-101.SCH) — 3KB
• efsh-20240819_lab.xml (EX-101.LAB) — 33KB
• efsh-20240819_pre.xml (EX-101.PRE) — 22KB
• ea0212283-8k_1847hold_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on July 29, 2020, 1847 Asien Inc. ("1847 Asien"), a subsidiary of 1847 Holdings LLC (the "Company"), issued a 6% Amortizing Promissory Note (the "Note") to Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (the "Trust"). As previously disclosed, on or about February 26, 2024, 1847 Asien's subsidiary, Asien's Appliance, Inc., effectuated an assignment for the benefit of its creditors. Thereafter, the Trust alleged that the Company and/or its other affiliates were liable to the Trust on the Note and pursuant to other potential claims on a theory of alter ego liability, and the Company denied that it or any of its affiliates were liable to the Trust for any of the Trust's alleged claims and under any theory of liability. In order to settle this matter, on August 19, 2024, the Company, 1847 Asien and the Trust entered into a settlement and release agreement (the "Settlement Agreement"), pursuant to which the Trust surrendered the Note to 1847 Asien and forgave the entire outstanding balance of the Note in the amount of $831,027 in exchange for which the Company issued 83,603 series C senior convertible preferred shares (the "Shares") to the Trust. The Settlement Agreement also includes a customary release of claims and covenant not to sue by the Trust. In connection with the Settlement Agreement, the Company entered into a Series C Preferred Shares Stock Purchase Agreement (the "Purchase Agreement") with the Trust, pursuant to which the Company agreed to issue the Shares, and the Company executed a Share Designation to establish the terms of the series C senior convertible preferred shares (the "Share Designation"). Pursuant to the Share Designation, the Company designated 83,603 of its preferred shares as series C senior convertible preferred shares with a stated value of $10.00 per share. Following is a summary o

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 regarding the issuance the Shares is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information set forth under Item 1.01 regarding the terms of the series C senior convertible preferred shares set forth in the Share Designation is incorporated by reference into this Item 3.02.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description of Exhibit 4.1 Share Designation of Series C Senior Convertible Preferred Shares 10.1 Settlement and Release Agreement, dated August 19, 2024, among 1847 Holdings LLC, 1847 Asien Inc. and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 10.2 Series C Preferred Shares Stock Purchase Agreement, dated August 22, 2024, between 1847 Holdings LLC and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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: August 23, 2024 1847 HOLDINGS LLC /s/ Ellery W. Roberts Name: Ellery W. Roberts Title: Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR