UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
July 10, 2023 (
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Item 1.01 Entry into a Material Definitive Agreement.
On July 3, 2023, 1847 Holdings LLC (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”) and a placement agency agreement (the “Placement Agreement”) with Spartan Capital Securities, LLC, as placement agent (the “Placement Agent”), relating to the Company’s public offering of common shares and pre-funded warrants (the “Offering”). Pursuant to the Purchase Agreement and the Placement Agreement, the Company agreed to issue and sell to the Purchasers an aggregate of 3,845,000 common shares and 5,500,000 pre-funded warrants for the purchase of 5,500,000 common shares at an offering price of $0.20 per common share and $0.19 per pre-funded warrant, pursuant to the Company’s registration statement on Form S-1 (File No. 333-272057) under the Securities Act of 1933, as amended (the “Securities Act”).
On July 7, 2023, the closing of the Offering was completed. At the closing, certain Purchasers exercised an aggregate of 1,000,000 of the pre-funded warrants and all of the Purchasers pre-paid the exercise price of the pre-funded warrants in full. Therefore, the Company sold an aggregate of 4,845,000 common shares and 4,500,000 pre-funded warrants for the purchase of 4,500,000 common shares for total gross proceeds of $1,869,000. Pursuant to the Placement Agreement, the Placement Agent received a cash transaction fee equal to 8% of the aggregate gross proceeds and reimbursement of certain out-of-pocket expenses. After deducting these and other offering expenses, the Company received net proceeds of approximately $1,494,480. The Company plans to use the net proceeds for working capital and general corporate purposes.
The terms of the pre-funded warrants are set forth in a warrant agency agreement, dated July 6, 2023 (the “Warrant Agreement”), between the Company and VStock Transfer, LLC, the Company’s transfer agent (the “Warrant Agent”). The pre-funded warrants are exercisable at any time until they are exercised in full at an exercise price of $0.01 per share, which has been pre-paid by the Purchasers in full. The exercise price and number of common shares issuable upon exercise will adjust in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the common shares. Notwithstanding the foregoing, a holder will not have the right to exercise any portion of a pre-funded warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of common shares outstanding immediately after giving effect to the exercise, which such percentage may be increased or decreased by the holder, but not in excess of 9.99%, upon at least 61 days’ prior notice to the Company; provided that the percentage for the pre-funded warrants issued to one Purchaser is 9.99%.
The Purchase Agreement, Placement Agreement and Warrant Agreement include customary representations, warranties and covenants by the Company. They also provide that the Company will indemnify the Purchasers, the Placement Agent and the Warrant Agent against certain liabilities, including liabilities under the Securities Act.
The foregoing summary of the terms and conditions of the Purchase Agreement, the Placement Agreement and the Warrant Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, the Placement Agreement and the Warrant Agreement attached hereto as Exhibits 10, 1.1 and 4.1, respectively, which are incorporated herein by reference.
Item 8.01 Other Events.
On July 4, 2023, the Company issued a press release announcing the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
On July 7, 2023, the Company issued a press release announcing the closing of the Offering. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description of Exhibit | |
| 1.1 | Placement Agency Agreement, dated July 3, 2023, between 1847 Holdings LLC and Spartan Capital Securities, LLC | |
| 4.1 | Warrant Agency Agreement, dated July 6, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and Form of Pre-Funded Common Share Purchase Warrant | |
| 10.1 | Form of Securities Purchase Agreement, dated July 3, 2023, among 1847 Holdings LLC and the Purchasers signatory thereto | |
| 99.1 | Press Release issued on July 4, 2023 | |
| 99.2 | Press Release issued on July 7, 2023 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 10, 2023 | 1847 HOLDINGS LLC | |
| /s/ Ellery W. Roberts | ||
| Name: | Ellery W. Roberts | |
| Title: | Chief Executive Officer | |
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