1847 Holdings LLC Files 8-K on Asset Acquisition and Financing

TL;DR

1847 Holdings LLC just filed an 8-K detailing an asset acquisition, new debt, and equity sales. Big moves happening.

AI Summary

On December 13, 2024, 1847 Holdings LLC entered into a material definitive agreement related to the acquisition of assets. The company also reported the creation of a direct financial obligation and unregistered sales of equity securities. The filing includes financial statements and exhibits related to these events.

Why It Matters

This 8-K filing indicates significant corporate activity for 1847 Holdings LLC, including an asset acquisition and new financial obligations, which could impact its future financial performance and strategic direction.

Risk Assessment

Risk Level: medium — The filing involves a material definitive agreement, asset acquisition, and creation of financial obligations, suggesting significant operational and financial changes that carry inherent risks.

Key Players & Entities

• 1847 Holdings LLC (company) — Registrant
• December 13, 2024 (date) — Date of earliest event reported
• December 18, 2024 (date) — Date of Report

FAQ

Key Financial Figures

• $18,750,000 — nies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (sub
• $17,750,000 — ase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1
• $1,000,000 — 00 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal a
• $1,050,000 — missory note in the principal amount of $1,050,000 (collectively, the " Purchase Price "),
• $50,000 — the " Purchase Price "), the remaining $50,000 of which is allocated for Seller's expe
• $25,000 — eller's expenses. The Company also paid $25,000 in cash at the closing to be applied to
• $1,050,000 b — missory note in the principal amount of $1,050,000 by 1847 CMD to the Seller (the " Note ").
• $20,000 — ancey Lease provides for a base rent of $20,000 per month, which shall increase annuall
• $15,000 — Gowan Lease provides for a base rent of $15,000 per month, which shall increase annuall
• $75,000 — management fee equal to the greater of $75,000 or 2% of adjusted net assets (as define
• $0.27 — 2,311,118 units, at a purchase price of $0.27 per unit, for total gross proceeds of a
• $11.42 million — r total gross proceeds of approximately $11.42 million (the " Offering "). 2 The units are c
• $0.81 — 8 common shares at an exercise price of $0.81 per share (the " Series A Warrants ") a
• $0.54 — 8 common shares at an exercise price of $0.54 per share (the " Series B Warrants ," a
• $10.25 m — received net proceeds of approximately $10.25 million, all of which were used to pay th

Filing Documents

• ea0225178-8k_1847hold.htm (8-K) — 81KB
• ea022517801ex4-1_1847hold.htm (EX-4.1) — 125KB
• ea022517801ex4-2_1847hold.htm (EX-4.2) — 170KB
• ea022517801ex4-3_1847hold.htm (EX-4.3) — 144KB
• ea022517801ex10-1_1847hold.htm (EX-10.1) — 207KB
• ea022517801ex10-2_1847hold.htm (EX-10.2) — 206KB
• ea022517801ex10-3_1847hold.htm (EX-10.3) — 14KB
• ea022517801ex10-4_1847hold.htm (EX-10.4) — 14KB
• ea022517801ex10-5_1847hold.htm (EX-10.5) — 23KB
• ea022517801ex10-6_1847hold.htm (EX-10.6) — 34KB
• ea022517801ex10-7_1847hold.htm (EX-10.7) — 40KB
• ea022517801ex10-8_1847hold.htm (EX-10.8) — 38KB
• ea022517801ex10-9_1847hold.htm (EX-10.9) — 36KB
• ea022517801ex10-10_1847hold.htm (EX-10.10) — 206KB
• ea022517801ex10-11_1847hold.htm (EX-10.11) — 188KB
• ea022517801ex10-12_1847hold.htm (EX-10.12) — 106KB
• ea022517801ex10-13_1847hold.htm (EX-10.13) — 59KB
• ea022517801ex10-14_1847hold.htm (EX-10.14) — 226KB
• ea022517801ex10-15_1847hold.htm (EX-10.15) — 96KB
• ea022517801ex10-16_1847hold.htm (EX-10.16) — 23KB
• ex10-13_001.jpg (GRAPHIC) — 5KB
• 0001213900-24-110185.txt ( ) — 2712KB
• efsh-20241213_lab.xml (EX-101.LAB) — 33KB
• efsh-20241213_pre.xml (EX-101.PRE) — 22KB
• efsh-20241213.xsd (EX-101.SCH) — 3KB
• ea0225178-8k_1847hold_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Closing of Acquisition As previously disclosed, on November 4, 2024, 1847 CMD Inc. (" 1847 CMD "), a wholly owned subsidiary of 1847 Holdings LLC (the " Company "), entered into a stock and membership interest purchase agreement with Christopher M. Day (the " Initial Agreement "), which was amended and restated on December 5, 2024 and further amended on December 13, 2024 and December 16, 2024 (as so amended, the " CMD Purchase Agreement "). Pursuant to the CMD Purchase Agreement, 1847 CMD agreed to acquire (the " Acquisition "), all of the issued and outstanding capital stock of CMD Inc., a Nevada corporation (" CMD "), and all of the membership interests of CMD Finish Carpentry LLC, a Nevada limited liability company (" Finish " and together with CMD, the " CMD Companies "), from The CD Trust, dated October 18, 2021 (the " Seller "). On December 16, 2024, closing of the transactions contemplated by the CMD Purchase Agreement was completed. Pursuant to the CMD Purchase Agreement, the Company acquired the CMD Companies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal amount of $1,050,000 (collectively, the " Purchase Price "), the remaining $50,000 of which is allocated for Seller's expenses. The Company also paid $25,000 in cash at the closing to be applied towards the Seller's legal fees. Upon the execution of the Initial Purchase Agreement, the Company also paid the Seller a deposit of $1,000,000, which was not applied to the Purchase Price at closing since the closing did not occur prior to December 3, 2024, as originally required by the CMD Purchase Agreement. The Purchase Price is an unaudited balance sheet of the CMD Companies as of December 12, 2024 (the " Pre

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View this 8-K filing on SEC EDGAR