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 13, 2021
| 1847 GOEDEKER INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-39418 | 83-3713938 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 3817 Millstone Parkway, St. Charles, MO | 63301 | |
| (Address of principal executive offices) | (Zip Code) |
| 888-768-1710 |
| (Registrant’s telephone number, including area code) |
| (Former name or former address, if changed since last report) |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| Common Stock, par value $0.0001 per share | GOED | NYSE American LLC | ||
| Warrants to Purchase Common Stock | GOED WS | NYSE American LLC |
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. ☐
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 10, 2021, the Board of Directors of 1847 Goedeker Inc. (the “Company”) adopted Amendment No. 1 to the Bylaws of the Company (the “Bylaw Amendment”). The Bylaw Amendment was effective immediately and updates the advance notice requirements for director nominations and stockholder proposals by clarifying that timely notice for a stockholder to properly submit nominations or other business at the Company’s 2021 annual meeting of stockholders, which will be the Company’s first annual meeting, shall be no later than the close of business on the tenth (10th) business day following the day on which public announcement of the date of the meeting is first made. The Bylaws of the Company previously did not provide stockholders with a time period in which to properly submit nominations and other business at its first annual meeting of stockholders.
The foregoing description of the Bylaw Amendment does not comport to be complete and is qualified in its entirety by reference to the full text of the Bylaw Amendment attached hereto as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
|
Exhibit No. |
Description of Exhibit |
|
| 3.1 | Amendment No. 1 to the Bylaws of 1847 Goedeker Inc., dated August 10, 2021 |
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.
| 1847 GOEDEKER INC. | ||
| Date: August 13, 2021 | By: | /s/ Douglas T. Moore |
| Name: | Douglas T. Moore | |
| Title: | Chief Executive Officer | |
Exhibit 3.1
AMENDMENT NO. 1 TO THE BYLAWS
OF
1847 GOEDEKER INC.
This Amendment No. 1 to the Bylaws (the “Bylaws”) of 1847 Goedeker Inc., a Delaware corporation (the “Corporation”), is effective as of August 10, 2021.
WHEREAS, the Board of Directors of the Corporation has approved Amendment No. 1 as set forth below, in accordance with Article of the Bylaws.
NOW, THEREFORE, BE IT RESOLVED, the Bylaws are hereby amended as follows:
| 1. | The third sentence of Section 2.2(b) of the Bylaws is hereby amended and restated in its entirety to read as follows: |
“To be timely, a stockholder’s notice shall be delivered to the Secretary by registered mail at the principal executive offices of the Corporation not later than the close of business on the ninetieth (90th) day nor earlier than the close of business on the one hundred twentieth (120th) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced more than thirty (30) days prior to or delayed by more than thirty (30) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timely must be so received (i) not earlier than the close of business on the one hundred twentieth (120th) day prior to the currently proposed annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to such annual meeting or (ii) by the tenth (10th) business day following the day on which public announcement of the date of such meeting is first made, whichever of (i) or (ii) occurs first.”
| 2. | The following sentence is hereby added immediately following the third sentence of Section 2.2(b) of the Bylaws: |
“In the event that an annual meeting has not been previously held, notice by the stockholder to be timely must be so received not later than the close of business on the tenth (10th) business day following the day on which public announcement of the date of such meeting is first made.”
| 2. | Except as modified by this Amendment No. 1, the Bylaws remain unchanged and, as modified, continue in full force and effect. |
CERTIFICATE OF ADOPTION OF AMENDMENT NO. 1
TO THE BYLAWS
OF
1847 GOEDEKER INC.
The undersigned hereby certifies that he is the duly elected, qualified and acting Secretary of 1847 Goedeker Inc., a Delaware corporation (the “Corporation”), and that the foregoing Amendment No. 1 of the Bylaws was adopted as part of the Corporation’s Bylaws as of the date hereof by the Corporation’s Board of Directors.
The undersigned has executed this Certificate as of August 10, 2021.
| /s/ Robert D. Barry | ||
| Robert D. Barry | ||
| Secretary |