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): October
16, 2023 (
| (Exact name of registrant as specified in its charter) |
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
| (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 | ||
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 1.02 | Termination of a Material Definitive Agreement. |
As previously disclosed, on August 28, 2023, 1847 Holdings LLC (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with MC Parent, LLC (“Master Cutlery”) and certain other parties set forth in the Agreement (each a “Seller”). Pursuant to the Purchase Agreement, each Seller agreed to sell its membership interests or other equity securities of Master Cutlery to the Company.
On October 10, 2023, the Sellers terminated the Purchase Agreement pursuant to Section 8.1(c) thereof, which provided that either the Company or the Sellers could terminate the Purchase Agreement if the closing did not occur on or before October 6, 2023.
| Item 3.03 | Material Modification to Rights of Security Holders. |
On October 16, 2023, the Second Amended and Restated Operating Agreement of the Company, as amended (the “Operating Agreement”), was further amended pursuant to Amendment No. 2 to Second Amended and Restated Operating Agreement (the “Amendment”) entered into by 1847 Partners LLC, as Allocation Member and Manager (each as defined in the Operating Agreement). The Amendment was adopted by the Board of Directors of the Company on October 16, 2023.
Pursuant to the Amendment, Section 9.6(a) of the Operating Agreement was amended to reduce the quorum required for a meeting of shareholders from a majority of the shares outstanding to one-third of the shares outstanding.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment filed as Exhibit 3.3 to this report, which is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
The information set forth in Item 3.03 above is incorporated herein in its entirety.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On October 10, 2023, the Company convened its special meeting of shareholders (the “Special Meeting”). At the Special Meeting, there was not a sufficient number of common shares of the Company present or represented by proxy in order to a constitute quorum. The Company adjourned the Special Meeting, without transacting any business. The Special Meeting will resume at 2:00 p.m. Eastern Time on November 9, 2023 and will continue to be held virtually via live audio-only webcast at https://agm.issuerdirect.com/efsh.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
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 16, 2023 | 1847 HOLDINGS LLC | |
| /s/ Ellery W. Roberts | ||
| Name: | Ellery W. Roberts | |
| Title: | Chief Executive Officer | |
Exhibit 3.3
1847 HOLDINGS LLC
AMENDMENT NO. 2 TO
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
This AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT (this “Amendment”) of 1847 Holdings LLC, a Delaware limited liability company (the “Company”), shall be effective as of October 16, 2023, and is entered into by 1847 Partners LLC, as the Allocation Member and Manager. Capitalized terms used, but not otherwise defined, in this Amendment have the meanings ascribed to them in the Operating Agreement (as defined below).
BACKGROUND
A. Article XII of the Second Amended and Restated Operating Agreement of the Company, dated January 19, 2018, as amended (the “Operating Agreement”), provides that with certain exceptions, none of which apply to this Amendment, the Board of Directors is authorized to amend any of the terms of the Operating Agreement by the affirmative vote of a majority of the Entire Board of Directors.
B. On October 16, 2023, the Entire Board of Directors unanimously adopted resolutions by written consent that authorized and approved this Amendment.
AGREEMENT
Accordingly, the Operating Agreement is hereby amended as follows:
1. Amendment. The first sentence of Section 9.6(a) of the Operating Agreement is hereby amended and restated in its entirety to read as follows:
“Except as otherwise provided by applicable law or by the Certificate or this Agreement, the Members present in person or by proxy holding one-third of the Outstanding Shares entitled to vote hereunder shall constitute a quorum at a meeting of Members.”
2. No Other Changes. All terms and provisions of the Operating Agreement shall otherwise remain valid, binding and unchanged.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound hereby, has duly executed this Amendment as of the date and year set forth above.
| 1847 PARTNERS LLC | ||
| By: | /s/ Ellery W. Roberts | |
| Name: | Ellery W. Roberts | |
| Title: | Manager | |
Cover |
Oct. 10, 2023 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Oct. 10, 2023 |
| Current Fiscal Year End Date | --12-31 |
| Entity File Number | 001-41368 |
| Entity Registrant Name | 1847 Holdings LLC |
| Entity Central Index Key | 0001599407 |
| Entity Tax Identification Number | 38-3922937 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 590 Madison Avenue |
| Entity Address, Address Line Two | 21st Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10022 |
| City Area Code | (212) |
| Local Phone Number | 417-9800 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Shares |
| Trading Symbol | EFSH |
| Security Exchange Name | NYSEAMER |
| Entity Emerging Growth Company | false |