SC 13D

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )

1847 Goedeker Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

28252C109

(CUSIP Number)

J. Carlo Cannell

Cannell Capital LLC

245 Meriwether Circle

Alta, WY 83414

(307) 733-2284

(Name, Address and Telephone Number of Person

to Receive Notices and Communications)

September 22, 2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

Note.             Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 9 Pages)

______________________

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a current valid OMB control number.

CUSIP No. 28252C109 Page 2 of 9 Pages

1	NAME OF REPORTING PERSON Cannell Capital LLC I.R.S. Identification Nos. of above persons (entities only) 94-3366999
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 9,626,575
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER* 9,626,575
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,626,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.05%*
14	TYPE OF REPORTING PERSON IA

* Based on information set forth on the Form 10-Q of 1847 Goedeker Inc., (the “Company”, “Registrant”, or “GOED”) as filed with the Securities and Exchange Commission on August 12, 2021, there were 106,387,332 shares of Common Stock, par value $0.0001 per share (the “Shares”), of the Company issued and outstanding as of August 10, 2021.

   As of September 22, 2021 (the “Reporting Date”), Tristan Partners, L.P. (“Tristan”), the Tristan Offshore Fund Ltd. (“Tristan Offshore”), Tonga Partners, L.P. (“Tonga”) and sundry Separately Managed Accounts (“SMAs”) and collectively with Tristan and Tristan Offshore and Tonga (the “Investment Vehicles”), held in the aggregate 5,236,940 Shares and Warrants (as defined herein) to purchase 4,389,635 Shares.

CUSIP No. 28252C109 Page 3 of 9 Pages

1	NAMES OF REPORTING PERSONS I.R.S. Identification Nos. of above persons (entities only) J. Carlo Cannell
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ☐ (b)  ☐
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)  ☐ or 2(e)  ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER* 9,626,575
		8	SHARED VOTING POWER 0
		9	SOLE DISPOSITIVE POWER* 9,626,575
		10	SHARED DISPOSITIVE POWER 0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,626,575
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐ (see instructions)
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 9.05%*
14	TYPE OF REPORTING PERSON IN

* Based on information set forth on the Form 10-Q of Company as filed with the Securities and Exchange Commission on August 12, 2021, there were 106,387,332 Common Stock, par value $0.0001 per share of the Company issued and outstanding as of August 10, 2021.

   As of Reporting Date the Investment Vehicles held in the aggregate 5,236,940 Shares and Warrants to purchase 4,389,635 Shares.

CUSIP No. 28252C109 Page 4 of 9 Pages

   Cannell Capital LLC acts as the investment adviser to Tonga, Tristan, Tristan Offshore and the SMAs. Mr. J. Carlo Cannell is the sole managing member of Cannell Capital LLC. The Reporting Person possesses the sole power to vote and to direct the disposition of the Shares and Warrants held by the Investment Vehicles.

Item 1.   Security and Issuer
		The title of the class of equity securities to which this Schedule 13D relates is the Common Stock, par value $0.0001 per share of 1847 Goedeker Inc., a Delaware Company. The address of the principal executive offices of the Company is 3817 Millstone Parkway, St. Charles, MO 63601.
Item 2.   Identity and Background
	a)	The name of the Reporting Person is J. Carlo Cannell (the “Reporting Person”). The Reporting Person is the sole managing member of Cannell Capital LLC, an investment adviser to the following entities: Tristan Partners, L.P. Tristan Offshore Fund, Ltd. Tonga Partners, L.P. Separately Managed Accounts Set forth in the attached Annex "A" and incorporated herein by reference is a listing of the directors, general partners, managing members and controlling persons of the Reporting Person and the Investment Vehicles (collectively, the “Covered Persons”), and sets forth the principal occupation, citizenship and principal place of business of each Covered Person.
	b)	The principal business address of the Reporting Person is: 245 Meriwether Circle Alta, WY 83414
	c)	The principal business of the Reporting Person is the performance of investment management and advisory services. The principal business of the Investment Vehicles is investment in securities.
	d)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, in the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
	e)	Neither the Reporting Person, nor to the best of its knowledge, any of the Investment Vehicles, has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
	f)	The place of organization of the Reporting Person is as follows: The citizenship of each Covered Person is set forth on the attached Annex A and incorporated herein by reference. Mr. J. Carlo Cannell is the Managing Member of Cannell Capital LLC, a Wyoming limited liability company.
Item 3.   Source and Amount of Funds or Other Consideration
		The securities to which this statement relates were acquired by the Reporting Person using the working capital of each Investment Vehicle as follows: Tristan Partners, L.P.: $10,263,047 Tristan Offshore Fund, Ltd.: $4,392,699 Tonga Partners, L.P.: $5,600,217 Separately Managed Accounts: $4,973,939 The Investment Vehicles have invested an aggregate amount of approximately $25,229,901 in the Shares.

CUSIP No. 28252C109 Page 5 of 9 Pages

Item 4.   Purpose of Transaction
	Cannell Capital LLC, on behalf of the Investment Vehicles, identified the Company as an entity satisfying each of the Investment Vehicle's investment criteria. The Investment Vehicles acquired these shares in the ordinary course of business and not with the intent to change or influence control of the Company. The Investment Vehicles continue to hold the Shares as a long-term investment. Mr. Cannell makes this filing to disclose the letter attached as Exhibit 99 and to disclose recent transactions in the Shares and Warrants. Other than the matters discussed in Exhibit 99, CC has no present plans or proposals to engage in any of the actions specified in Items 4(a) through 4(j) to the Schedule 13D general instructions with regards to the Company.
Item 5.   Interest in Securities of the Issuer
	Based on information set forth in the Company’s Form 10-Q as filed with the Securities and Exchange Commission on August 12, 2021, there were 106,387,332 Common Stock, par value $0.0001 per share issued and outstanding as of August 10, 2021. (a)  As of September 22, 2021, for the purposes of Reg. Section 240.13d-3, Cannell Capital LLC may be deemed to beneficially own 5,236,940 of Shares and Warrants to purchase 4,389,635 Shares, or approximately 9.05% of the Shares deemed issued and outstanding as of the Reporting Date. (b)  Cannell Capital LLC possesses the sole power to vote and to direct the disposition of the Shares held by the Investment Vehicles. (c)  The following table details the transactions during the sixty days on or prior to the Reporting Date in Shares, or securities convertible into, exercisable for or exchangeable for Shares, by Cannell Capital LLC or any other person or entity controlled by him or any person or entity for which he possesses voting or investment control over the securities thereof (each of which was effected in an ordinary brokerage transaction by Cannell Capital LLC on behalf of the Investment Vehicles).
		Entity	Date	Quantity	Security	Price Per Share	Form Of Transaction
		Tristan Offshore	7/27/2021	29,085	Warrant	1.54	Buy
		Tristan	7/27/2021	67,100	Warrant	1.54	Buy
		Tristan Offshore	7/28/2021	121	Warrant	1.55	Buy
		Tristan	7/28/2021	279	Warrant	1.55	Buy
		Tristan Offshore	8/02/2021	43,053	Warrant	1.55	Buy
		Tristan	8/02/2021	99,323	Warrant	1.55	Buy
		Tristan Offshore	8/04/2021	10,685	Warrant	1.41	Buy
		Tristan	8/04/2021	24,652	Warrant	1.41	Buy
		Tristan Offshore	8/05/2021	5,754	Warrant	1.38	Buy
		Tristan	8/05/2021	13,276	Warrant	1.38	Buy
		Tristan Offshore	8/09/2021	60	Warrant	1.39	Buy
		Tristan	8/09/2021	140	Warrant	1.39	Buy
		Tristan Offshore	8/10/2021	5,428	Warrant	1.38	Buy
		Tristan	8/10/2021	12,522	Warrant	1.38	Buy
		Tristan Offshore	8/12/2021	5,836	Warrant	1.38	Buy
		Tristan	8/12/2021	13,465	Warrant	1.38	Buy
		Tristan Offshore	8/13/2021	52,685	Warrant	1.34	Buy
		Tristan	8/13/2021	121,545	Warrant	1.34	Buy
		Tristan Offshore	8/16/2021	17,630	Warrant	1.24	Buy
		Tristan	8/16/2021	40,672	Warrant	1.24	Buy
		Tonga	8/17/2021	185,328	Share	2.43	Buy
		SMAs	8/17/2021	63,151	Share	2.43	Buy
		Tonga	8/18/2021	181,908	Share	2.47	Buy
		SMAs	8/18/2021	61,987	Share	2.47	Buy
		Tonga	8/19/2021	61,101	Share	2.46	Buy
		SMAs	8/19/2021	20,820	Share	2.46	Buy

CUSIP No. 28252C109 Page 6 of 9 pages

Entity	Date	Quantity	Security	Price Per Share	Form Of Transaction
Tristan Offshore	8/23/2021	393	Warrant	1.10	Buy
Tristan	8/23/2021	907	Warrant	1.10	Buy
Tristan Offshore	8/25/2021	2,474	Warrant	1.14	Buy
Tristan	8/25/2021	5,708	Warrant	1.14	Buy
SMAs	8/31/2021	600	Share	2.79	Buy
Tristan	9/02/2021	100,230	Warrant	1.83	Buy
Tristan Offshore	9/02/2021	45,043	Warrant	1.83	Buy
Tristan	9/03/2021	52,325	Warrant	1.89	Buy
Tristan Offshore	9/03/2021	23,514	Warrant	1.89	Buy
Tristan	9/07/2021	5,184	Warrant	1.88	Buy
Tristan Offshore	9/07/2021	2,330	Warrant	1.88	Buy
SMAs	9/08/2021	26,686	Share	3.01	Buy
SMAs	9/09/2021	38,853	Share	3.14	Buy

CUSIP No. 28252C109	Page 7 of 9 pages
Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
		None
Item 7.   Material to Be Filed as Exhibits
		Exhibit 99

CUSIP No. 28252C109

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:   September 22, 2021

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

CUSIP No. 28252C109 Page 8 of 9 Pages

Annex "A"

MANAGERS AND GENERAL PARTNERS OF THE REPORTING PERSON AND THE INVESTMENT VEHICLES

The following sets forth the name, principal occupation, citizenship or jurisdiction of organization and principal place of business of the directors, general partners, managing members or controlling persons of the Reporting Person and the Investment Vehicles (the “Covered Persons”) indicated below:

J. Carlo Cannell
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Cannell Capital LLC
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	J. Carlo Cannell Managing Member Investment Management Wyoming, United States (1)
Tonga Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tristan Partners, L.P.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser and General Partner Investment Management Wyoming, United States (1)
Tristan Offshore Fund, Ltd.
Name: Title or Relationship with Reporting Person: Principal Occupation or Employment: Citizenship or Jurisdiction of Organization: Principal Place of Business:	Cannell Capital LLC Investment Adviser Investment Management Cayman Islands (2)

CUSIP No. 28252C109 Page 9 of 9 Pages

Annex "B"

Agreement Regarding the Joint Filing of Schedule 13D

1)

Each of them is individually eligible to use the Schedule 13D to which this Exhibit is attached, and such Schedule 13D is filed on behalf each of them;

2)

Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

Dated:   September 22, 2021

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Cannell Capital LLC

By:  /s/ J. Carlo Cannell                 

Name:  J. Carlo Cannell

Title:  Managing Member

EX-99

Cannell Capital LLC

☏ Tel (307) 733-2284 📠 Fax (307) 264-0600

✉ info@cannellcap.com

Septemer 22, 2021

Albert Fouerti
Chief Executive Officer
1847 Goedeker Inc.
3817 Millstone Parkway
St. Charles, MO 63301

Dear Mr. Fouerti,

Cannell Capital LLC (“CC”) has read your September 21, 2021 letter in which you write: “[w]e look forward to receiving continued feedback from stockholders — both large and small — on our strategy and efforts to strengthen the Company’s corporate governance.” CC agrees with some points of your letter and disagrees with others.

Unfortunately, we cannot opine further because of the limited access that 1847 Goedeker Inc. (“GOED” or the “Company”) provides to its shareholders. For example, on September 10, 2021 CC tried to schedule a call with CFO Maria Johnson and on September 14, 2021, Gregory Marose of MKA Communications informed us that we had already talked to the Company this summer and that he would not permit us to talk to yourself, Ms. Johnson, or Mr. Roberts for months. Mr. Marose concluded with "[w]e feel providing shareholders up to four one-to-one calls per year with leadership is strong access." This owner does not agree with this policy, and, furthermore, considers it inconsistent with your September 21, 2021 letter to owners.

In its thirty years of investing, CC has observed that stock prices of companies with checkered pasts which restrict or limit access to its owners without reasonable justification often decline.

CC has studied the September 9, 2021 proposal of Kanen Wealth Management, LLC (“KWM”) for the Board of Directors. CC considers most of the KWM candidates to be superior to those of GOED. Accordingly, CC neither consents, nor approves of GOED allocating any cash (cash which rightfully and legally belongs to CC and other shareholders) to defend its position. We agree with you that such litigation can be “costly, disruptive” and distracting. For the benefit of all owners -- not just CC, KWM or yourself -- CC calls on GOED to immediately reach a fair and reasonable settlement with KWM.

As of September 22, 2201, CC owns 4,389,635 warrants and 5,236,940 shares of GOED.

Sincerely,

/s/J. Carlo Cannell
J. Carlo Cannell
Managing Member