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 |
| (Exact name of registrant as specified in its charter) |
| Delaware | 333-193821 | 38-3922937 | ||
|
(State or other jurisdiction
of incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
| 590 Madison Avenue, 21st Floor, New York, NY | 10022 | |
| (Address of principal executive offices) | (Zip Code) |
| (212) 417-9800 |
| (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: 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. ☐
| Item 3.03 | Material Modification to Rights of Security Holders. |
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.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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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 | 1847 HOLDINGS LLC |
| /s/ Ellery W. Roberts | |
| Name: Ellery W. Roberts | |
| Title: Chief Executive Officer |
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Exhibit 4.2
1847 HOLDINGS LLC
AMENDMENT NO. 1
TO
AMENDED AND RESTATED SHARE DESIGNATION
OF
SERIES A SENIOR CONVERTIBLE PREFERRED SHARES
(no par value per share)
The undersigned, Ellery W. Roberts, being the Chief Executive Officer of 1847 Holdings LLC, a Delaware limited liability company (the “Company”), does hereby certify that:
WHEREAS, on September 30, 2020, the Board of Directors of the Company (the “Board”) adopted a resolution authorizing the creation and issuance of a series of preferred stock designated as Series A Senior Convertible Preferred Shares (the “Series A Preferred Shares”) and approved and adopted a share designation for the Series A Preferred Shares (the “Original Share Designation”);
WHEREAS, on November 20, 2020, the Original Share Designation was amended upon the approval of the Board and the Requisite Holders (as defined in the Original Share Designation);
WHEREAS, on March 26, 2021, the Original Share Designation, as amended, was amended and restated in its entirety upon the approval of the Board and the Requisite Holders (the “Amended and Restated Share Designation”); and
WHERAS, the Board and the Requisite Holders have approved the following resolution to amend the Amended and Restated Share Designation:
NOW THEREFORE, BE IT RESOLVED, that, pursuant to the authority expressly vested in the Board and in accordance with the provisions of the Certificate of Formation of the Company and the Delaware Limited Liability Company Act, the Amended and Restated Share Designation shall be amended as follows:
| 1. | Section 4(a) is hereby amended in its entirety to read as follows: “The Company may, on the Redemption Date, redeem in whole, or upon the written consent of the Requisite Holders and in the manner provided for in such written consent, in part, the Series A Senior Convertible Preferred Shares by paying in cash therefore a sum equal to the Redemption Stated Value plus the amount of accrued dividends indicated in Section 4(b) hereof plus any amounts due but unpaid under Section 10(f) (the ‘Redemption Price”).” |
| 2. | The first sentence of Section 11 is hereby amended in its entirety to read as follows: “If, but only if, the Requisite Holders provide the Company with at least ten (10) Business Day’s prior written notice, then, from and after the date of such Notice, the Stated Dividend Rate, the Stated Value and the Conversion Price shall automatically adjust as follows:”. |
IN WITNESS WHEREOF, this Amendment No. 1 to Amended and Restated Share Designation, which shall be made effective pursuant to Article III of the Operating Agreement, is executed by the undersigned this 29th day of September, 2021.
| 1847 HOLDINGS LLC | ||
| By: | /s/ Ellery W. Roberts | |
| Name: | Ellery W. Roberts | |
| Title: | Chief Executive Officer | |
| CONSENTED TO AND AGREED BY THE FOLLOWING REQUISITE HOLDERS: | ||
| Leonite Capital LLC | ||
| By: | /s/ Avi Geller | |
| Name: | Avi Geller | |
| Title: | Chief Investment Officer | |
| Leonite LLC | ||
| By: | /s/ Avi Geller | |
| Name: | Avi Geller | |
| Title: | Chief Investment Officer | |
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