EFSH 1847 Holdings LLC

As filed with the Securities and Exchange Commission on February 14, 2025

Registration No. 333-                  

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

 

1847 HOLDINGS LLC

(Exact name of registrant as specified in its charter)

 

Delaware		5700		38-3922937
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

 

 

260 Madison Avenue, 8th Floor

New York, NY 10016

(212) 417-9800

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Ellery W. Roberts

Chief Executive Officer

260 Madison Avenue, 8th Floor

New York, NY 10016

(212) 417-9800

 

Copies to:

 

Louis A. Bevilacqua, Esq.

BEVILACQUA PLLC

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

(202) 869-0888

(Names, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☒

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	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 7(a)(2)(B) of Securities Act. ☐

 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to such Section 8(a), may determine.

 

 

 

The information in this prospectus is not complete and may be changed. The securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS

SUBJECT TO COMPLETION, DATED FEBRUARY 14, 2025

 

 

1847 HOLDINGS LLC

 

480,231,190 Common Shares

 

This prospectus relates to 480,231,190 common shares that may be sold from time to time by the selling shareholders named in this prospectus, which includes:

 

●

3,437,210 common shares issued to the selling shareholders;

 

●

38,873,908 common shares issuable to the selling shareholders upon the exercise of pre-funded warrants;

 

●

285,600,046 common shares issuable to the selling shareholders upon the exercise of series A warrants; and

 

●

152,320,026 common shares issuable to the selling shareholders upon the exercise of series B warrants.

 

We will not receive any proceeds from sales of the common shares held by the selling shareholders or from the exercise of the pre-funded warrants or series A warrants held by the selling shareholders, but we will receive funds from the exercise of the series B warrants held by the selling shareholders.

 

Our common shares are listed on NYSE American under the symbol “EFSH.” On February 12, 2025, the last reported sale price of our common shares on NYSE American was $0.187 per share. There is no public market for the warrants.

 

The selling shareholders may offer and sell the common shares being offered by this prospectus from time to time in public or private transactions, or both. These sales may occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices. The selling shareholders may sell shares to or through underwriters, broker-dealers or agents, who may receive compensation in the form of discounts, concessions or commissions from the selling shareholders, the purchasers of the shares, or both. Any participating broker-dealers and any selling shareholders who are affiliates of broker-dealers may be deemed to be “underwriters” within the meaning of the Securities Act of 1933, as amended, or the Securities Act, and any commissions or discounts given to any such broker-dealer or affiliates of a broker-dealer may be regarded as underwriting commissions or discounts under the Securities Act. The selling shareholders have informed us that they do not have any agreement or understanding, directly or indirectly, with any person to distribute their common shares. See “Plan of Distribution” for a more complete description of the ways in which the shares may be sold.

 

Investing in our common shares involves a high degree of risk. See “Risk Factors” beginning on page 7 to read about factors you should consider before you make an investment decision.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is              , 2025

 

 

TABLE OF CONTENTS

 

		Page
Prospectus Summary		1
Risk Factors		7
Forward-Looking Statements		8
Use of Proceeds		8
Selling Shareholders		9
Plan of Distribution		13
Legal Matters		15
Experts		15
Where You Can Find More Information		15
Documents Incorporated By Reference		16

 

You should rely only on the information that we have provided or incorporated by reference in this prospectus, any applicable prospectus supplement and any related free writing prospectus that we may authorize to be provided to you. We have not authorized anyone to provide you with different information. No dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized information or representation. This prospectus is an offer to sell only the securities offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus, any applicable prospectus supplement or any related free writing prospectus, or any sale of a security.

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. You should consider the risks, uncertainties and assumptions discussed under “Part I-Item 1A-Risk Factors” of our most recent Annual Report on Form 10-K and in “Part II-Item 1A-Risk Factors” in our most recent Quarterly Report on Form 10-Q filed subsequent to such Form 10-K that are incorporated herein by reference, as may be amended, supplemented or superseded from time to time by other reports we file with the SEC in the future. The risks and uncertainties we have described are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our operations.

 

 

FORWARD-LOOKING STATEMENTS

 

This prospectus, each prospectus supplement and the information incorporated by reference in this prospectus and each prospectus supplement contain certain statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “could,” “would,” “project,” “plan,” “potentially,” “likely,” and similar expressions and variations thereof are intended to identify forward-looking statements, but are not the exclusive means of identifying such statements. Those statements appear in this prospectus, any accompanying prospectus supplement and the documents incorporated herein and therein by reference, particularly in the sections titled “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and include statements regarding the intent, belief or current expectations of our management that are subject to known and unknown risks, uncertainties and assumptions. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors.

 

Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we do not plan to publicly update or revise any forward-looking statements contained herein after we distribute this prospectus, whether as a result of any new information, future events or otherwise. In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this prospectus, and although we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted a thorough inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

This prospectus and the documents incorporated by reference in this prospectus may contain market data that we obtain from industry sources. These sources do not guarantee the accuracy or completeness of the information. Although we believe that our industry sources are reliable, we do not independently verify the information. The market data may include projections that are based on a number of other projections. While we believe these assumptions to be reasonable and sound as of the date of this prospectus, actual results may differ from the projections.

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of common shares by the selling shareholders or from the exercise of pre-funded warrants or series A warrants held by the selling shareholders. We may, however, receive up to approximately $22.8 million from the exercise of series B warrants held by selling shareholders. We will retain broad discretion over the use of the net proceeds to us. We currently expect to use the net proceeds that we receive from the exercise of the series B warrants for working capital and other general corporate purposes. We may also use a portion of the net proceeds to acquire, license or invest in complementary products, technologies or businesses. The expected use of net proceeds represents our current intentions based on our present plans and business conditions. We cannot specify with certainty all of the particular uses for the net proceeds to be received upon exercise of the series B warrants. Pending these uses, we may invest the net proceeds of this offering in short- and intermediate-term, interest-bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the U.S. government.

 

The selling shareholders will pay any underwriting discounts and commissions and expenses incurred by them for brokerage, accounting, tax or legal services or any other expenses incurred by them in disposing of the shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the shares covered by this prospectus, including, without limitation, all registration and filing fees and fees and expenses of our counsel and our accountants.

 

 

SELLING SHAREHOLDERS

 

The common shares being offered by the selling shareholders are common shares issued to the selling shareholders and common shares issuable to the selling shareholders upon the exercise of the pre-funded warrants, series A warrants and series B warrants issued to the selling shareholders. For purposes of calculating the number of common shares that may be issued upon exercise of the series A warrants and the series B warrants following the adjustments described above, we have used an assumed exercise price of $0.15. We are registering the shares in order to permit the selling shareholders to offer the shares for resale from time to time.

 

We have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares that they beneficially own, subject to applicable community property laws. Unless otherwise indicated in the footnotes below, based on the information provided to us by or on behalf of the selling shareholders, no selling shareholder is a broker-dealer or an affiliate of a broker-dealer.

 

The table below lists the selling shareholders and other information regarding the beneficial ownership of the common shares by each of the selling shareholders. The second column lists the number of common shares beneficially owned by each selling shareholder. The third column lists the common shares being offered by this prospectus by the selling shareholders. The fourth column assumes the sale of all of the ordinary shares offered by the selling shareholders pursuant to this prospectus.

 

Applicable percentage ownership is based on 26,539,774 common shares outstanding as of February 12, 2025. For purposes of computing percentage ownership after this offering, we have assumed that all warrants held by the selling shareholders will be converted to common shares and sold in this offering. In computing the number of common shares beneficially owned by a person and the percentage ownership of that person, we deemed to be outstanding all common shares subject to options, warrants or other convertible securities held by that person or entity that are currently exercisable or releasable or that will become exercisable or releasable within 60 days of February 12, 2025. We did not deem these shares outstanding, however, for the purpose of computing the percentage ownership of any other person. Notwithstanding the foregoing, all of the warrants held by the selling shareholders contain ownership limitations, such that the we shall not effect any exercise of such warrants to the extent that after giving effect to the issuance of common shares upon exercise thereof, such holder, together with its affiliates, would beneficially own in excess of 4.99% (or 9.99% for certain selling shareholders) of the number of common shares outstanding immediately after giving effect to the issuance of such common shares, which such limitation may be waived by us upon no fewer than 61 days’ prior notice. Therefore, if a selling shareholder subject to these limitations would beneficially own in excess of 4.99% or 9.99%, we have reduced the applicable percentage to 4.99% or 9.99%, as applicable.

 

The selling shareholders may sell all, some or none of their shares in this offering. See “Plan of Distribution.”

 

		Common Shares Beneficially Owned Prior to this Offering								Number of Common Shares				Common Shares Beneficially Owned After this Offering
Name of Beneficial Owner		Shares				%				Being Offered				Shares				%
3i, LP(1)			34,947,270				4.99	%			34,680,561				266,709				1.00	%
Alpha Capital Anstalt(2)			36,152,984				4.99	%			34,680,561				1,472,423				4.99	%
Alta Partners, LLC(3)			42,703,707				4.99	%			42,037,041				666,666				2.51	%
Altium Growth Fund, LP(4)			47,574,560				9.99	%			46,240,751				1,333,809				5.03	%
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B(5)			33,349,816				4.99	%			33,083,150				266,666				1.00	%
Bigger Capital Fund, LP(6)			47,840,749				4.99	%			46,240,751				1,599,998				4.99	%
BJI Financial Group(7)			32,127,779				4.99	%			31,527,780				599,999				2.26	%
Brio Capital Master Fund Ltd.(8)			6,847,709				4.99	%			6,305,561				542,148				2.04	%
CVI Investments, Inc.(9)			33,349,816				4.99	%			33,083,150				266,666				1.00	%
FirstFire Global Opportunities Fund, LLC(10)			10,842,605				4.99	%			10,509,260				333,345				1.26	%
Great Point Capital, LLC(11)			46,907,417				4.99	%			46,240,751				666,666				2.51	%
L1 Capital Global Opportunities Master Fund(12)			43,703,707				4.99	%			42,037,041				1,666,666				4.99	%
Rainforest Partners LLC(13)			13,113,510				4.99	%			12,611,121				502,389				1.89	%
Robert Forster(14)			32,127,779				4.99	%			31,527,780				599,999				2.26	%
S.H.N. Financial Investments Ltd.(15)			30,359,263				9.99	%			29,425,931				933,332				3.52	%

  

*

Less than 1%

 

 

(1)

The number of common shares being offered includes (i) 248,223 common shares, (ii) 2,807,333 common shares issuable upon the exercise of pre-funded warrants, (iii) 20,625,003 common shares issuable upon the exercise of series A warrants and (iv) 11,000,002 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 266,709 common shares issuable upon the exercise of other warrants. 3i Management LLC is the general partner of 3i, LP, and Maier Joshua Tarlow is the manager of 3i Management LLC. As such, Mr. Tarlow exercises sole voting and investment discretion over securities beneficially owned directly or indirectly by 3i, LP and 3i Management LLC. Mr. Tarlow disclaims beneficial ownership of the securities beneficially owned directly by 3i, LP and indirectly by 3i Management LLC. The business address of each of the aforementioned parties is 2 Wooster Street, 2nd Floor, New York, NY 10013.

 

(2)

The number of common shares being offered includes (i) 248,223 common shares, (ii) 2,807,333 common shares issuable upon the exercise of pre-funded warrants, (iii) 20,625,003 common shares issuable upon the exercise of series A warrants and (iv) 11,000,002 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 1,472,423 common shares issuable upon the exercise of other warrants. Nicola Feuerstein is the Director of Alpha Capital Anstalt and may be deemed to beneficially own the securities held by it. The principal address of Alpha Capital Anstalt is Altenbach 8, 9490 Vaduz, Liechtenstein.

 

(3)

The number of common shares being offered includes (i) 300,876 common shares, (ii) 3,402,828 common shares issuable upon the exercise of pre-funded warrants, (iii) 25,000,003 common shares issuable upon the exercise of series A warrants and (iv) 13,333,334 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 666,666 common shares issuable upon the exercise of other warrants. The principal address of Alta Partners, LLC is 1205 Franklin Ave, Ste 320, Garden City, NY 11530.

 

(4)

The number of common shares being offered includes (i) 330,964 common shares, (ii) 3,743,111 common shares issuable upon the exercise of pre-funded warrants, (iii) 27,500,006 common shares issuable upon the exercise of series A warrants and (iv) 14,666,670 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 1,333,809 common shares issuable upon the exercise of other warrants. Altium Capital Management, LP, the investment manager of Altium Growth Fund, LP, has voting and investment power over these securities. Jacob Gottlieb is the managing member of Altium Capital Growth GP, LLC, which is the general partner of Altium Growth Fund, LP. Each of Altium Growth Fund, LP and Jacob Gottlieb disclaims beneficial ownership over these securities. The principal address of Altium Capital Management, LP is 152 West 57th Street, 20th Floor, New York, NY 10019.

 

(5)

The number of common shares being offered includes (i) 236,790 common shares, (ii) 2,678,025 common shares issuable upon the exercise of pre-funded warrants, (iii) 19,675,001 common shares issuable upon the exercise of series A warrants and (iv) 10,493,334 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 266,666 common shares issuable upon the exercise of other warrants. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The principal address of Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B is c/o Ayrton Capital LLC, 55 Post Rd. W., 2nd Floor, Westport, CT 06880.

 

 

(6)

The number of common shares being offered includes (i) 330,964 common shares, (ii) 3,743,111 common shares issuable upon the exercise of pre-funded warrants, (iii) 27,500,006 common shares issuable upon the exercise of series A warrants and (iv) 14,666,670 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 1,599,998 common shares issuable upon the exercise of other warrants. Bigger Capital Fund GP, LLC, as the general partner of Bigger Capital Fund, LP, may be deemed to beneficially own the securities held by Bigger Capital Fund, LP. Michael Bigger, as the managing member of Bigger Capital Fund GP, LLC, may be deemed to beneficially own the securities beneficially owned by Bigger Capital Fund GP, LLC. Each of Bigger Capital Fund GP, LLC and Mr. Bigger disclaims beneficial ownership of the securities held by Bigger Capital Fund GP, LLC. The principal address of Bigger Capital Fund, LP is 11700 West Charleston Blvd. #170-659, Las Vegas, NV 89135.

 

(7)

The number of common shares being offered includes (i) 225,657 common shares, (ii) 2,552,121 common shares issuable upon the exercise of pre-funded warrants, (iii) 18,750,001 common shares issuable upon the exercise of series A warrants and (iv) 10,000,001 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 599,999 common shares issuable upon the exercise of other warrants. Brian Walsh is the President of BJI Financial Group and may be deemed to beneficially own the securities held by it. The principal address of BJI Financial Group is 111 Sandelwood Drive, Marlboro, NJ 07746.

 

(8)

The number of common shares being offered includes (i) 45,131 common shares, (ii) 510,425 common shares issuable upon the exercise of pre-funded warrants, (iii) 3,750,003 common shares issuable upon the exercise of series A warrants and (iv) 2,000,002 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 542,148 common shares issuable upon the exercise of other warrants. Shaye Hirsch is the Director of Brio Capital Master Fund Ltd. and may be deemed to beneficially own the securities held by it. The principal address of Brio Capital Master Fund Ltd. is 100 Merrick Road, Suite 401 W., Rockville Center, NY 11570.

 

(9)

The number of common shares being offered includes (i) 236,790 common shares, (ii) 2,678,025 common shares issuable upon the exercise of pre-funded warrants, (iii) 19,675,001 common shares issuable upon the exercise of series A warrants and (iv) 10,493,334 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 266,666 common shares issuable upon the exercise of other warrants. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. has discretionary authority to vote and dispose of the shares held by CVI Investments, Inc. and may be deemed to be the beneficial owner of these shares. Martin Kobinger, in his capacity as President of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the shares held by CVI Investments, Inc. Mr. Kobinger disclaims any such beneficial ownership of the shares. CVI Investments, Inc. is affiliated with one or more FINRA members, none of whom are currently expected to participate in the sale pursuant to this prospectus. The principal address of CVI Investments, Inc. is c/o Heights Capital Management, Inc., 101 California Street, Suite 325, San Francisco, CA 94111.

 

(10)

The number of common shares being offered includes (i) 75,219 common shares, (ii) 850,707 common shares issuable upon the exercise of pre-funded warrants, (iii) 6,250,000 common shares issuable upon the exercise of series A warrants and (iv) 3,333,334 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 333,345 common shares issuable upon the exercise of other warrants. Eli Fireman is the Managing Member of FirstFire Global Opportunities Fund, LLC and may be deemed to beneficially own the securities held by it. The principal address of FirstFire Global Opportunities Fund, LLC is 1040 1st Ave, New York, NY 10022.

 

(11)

The number of common shares being offered includes (i) 330,964 common shares, (ii) 3,743,111 common shares issuable upon the exercise of pre-funded warrants, (iii) 27,500,006 common shares issuable upon the exercise of series A warrants and (iv) 14,666,670 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 666,666 common shares issuable upon the exercise of other warrants. Dan Dimiero is the Manager of Great Point Capital, LLC and may be deemed to beneficially own the securities held by it. The principal address of Great Point Capital, LLC is 200 West Jackson, Ste 1000, Chicago, IL 60606.

 

 

(12)

The number of common shares being offered includes (i) 300,876 common shares, (ii) 3,402,828 common shares issuable upon the exercise of pre-funded warrants, (iii) 25,000,003 common shares issuable upon the exercise of series A warrants and (iv) 13,333,334 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 1,666,666 common shares issuable upon the exercise of other warrants. David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the securities held by L1 Capital Global Opportunities Master Fund, Ltd. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes. The principal address of L1 Capital Global Opportunities Master Fund is 161A Shedden Road, 1 Artillery Court PO Box 10085 Grand Cayman, Cayman Islands KY1-1001.

 

(13)

The number of common shares being offered includes (i) 90,263 common shares, (ii) 1,020,849 common shares issuable upon the exercise of pre-funded warrants, (iii) 7,500,006 common shares issuable upon the exercise of series A warrants and (iv) 4,000,003 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 502,389 common shares issuable upon the exercise of other warrants. Mark Weinberger is the Authorized Signatory of Rainforest Partners LLC and may be deemed to beneficially own the securities held by it. The principal address of Rainforest Partners LLC is 850 East 26th Street, Brooklyn, NY 11210.

 

(14)

The number of common shares being offered includes (i) 225,657 common shares, (ii) 2,552,121 common shares issuable upon the exercise of pre-funded warrants, (iii) 18,750,001 common shares issuable upon the exercise of series A warrants and (iv) 10,000,001 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 599,999 common shares issuable upon the exercise of other warrants. The principal address of Robert Forster is 54 Deepdale Dr., Great Neck, NY 11021.

 

(15)

The number of common shares being offered includes (i) 210,613 common shares, (ii) 2,381,980 common shares issuable upon the exercise of pre-funded warrants, (iii) 17,500,003 common shares issuable upon the exercise of series A warrants and (iv) 9,333,335 common shares issuable upon the exercise of series B warrants. The number of common shares beneficially owned after this offering includes 933,332 common shares issuable upon the exercise of other warrants. Nir Shamir is the Chief Executive Officer of S.H.N. Financial Investments Ltd. As such, S.H.N. Financial Investments Ltd. and Mr. Shamir may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Exchange Act) the securities described herein. To the extent Mr. Shamir is deemed to beneficially own such securities, Mr. Shamir disclaims beneficial ownership of these securities for all other purposes. The principal address of S.H.N. Financial Investments Ltd. is Herzliya Hills, Arik Einstein 3, Israel, 4610301.

 

 

PLAN OF DISTRIBUTION

 

The selling shareholders and any of their pledgees, donees, transferees, assignees and successors-in-interest may, from time to time, sell any or all of their common shares on any stock exchange, market or trading facility on which the shares are traded or quoted or in private transactions. These sales will occur at fixed prices, at market prices prevailing at the time of sale, at prices related to prevailing market prices, or at negotiated prices.

 

The selling shareholders may use any one or more of the following methods when selling shares:

 

●

ordinary brokerage transactions and transactions in which the broker-dealer solicits investors;

●

block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●

purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●

an exchange distribution in accordance with the rules of the applicable exchange;

●

privately negotiated transactions;

●

through the writing of options on the shares;

●

to cover short sales made after the date that the registration statement of which this prospectus is a part is declared effective by the SEC;

●

broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share; and

●

a combination of any such methods of sale.

 

The selling shareholders may also sell shares under Rule 144 of the Securities Act, if available, rather than under this prospectus. The selling shareholders shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

 

The selling shareholders or their respective pledgees, donees, transferees or other successors in interest, may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the selling shareholders and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that a selling shareholder will attempt to sell shares in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this prospectus will be issued to, or sold by, the selling shareholders. The selling shareholders and any brokers, dealers or agents, upon effecting the sale of any of the shares offered in this prospectus, may be deemed to be “underwriters” as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

 

 

We are required to pay all fees and expenses incident to the registration of the shares, including fees and disbursements of counsel to the selling shareholders, but excluding brokerage commissions or underwriter discounts.

 

The selling shareholders, alternatively, may sell all or any part of the shares offered in this prospectus through an underwriter. The selling shareholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

 

The selling shareholders may pledge their shares to their brokers under the margin provisions of customer agreements. If a selling shareholder defaults on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The selling shareholders and any other persons participating in the sale or distribution of the shares will be subject to applicable provisions of the Exchange Act, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by, the selling shareholders or any other such person. In the event that any of the selling shareholders are deemed an affiliated purchaser or distribution participant within the meaning of Regulation M, then the selling shareholders will not be permitted to engage in short sales of common shares. Furthermore, under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. In addition, if a short sale is deemed to be a stabilizing activity, then the selling shareholders will not be permitted to engage in a short sale of our shares. All of these limitations may affect the marketability of the shares.

 

If a selling shareholder notifies us that it has a material arrangement with a broker-dealer for the resale of the shares, then we would be required to amend the registration statement of which this prospectus is a part, and file a prospectus supplement to describe the agreements between the selling shareholder and the broker-dealer.

 

 

LEGAL MATTERS

 

The validity of the securities offered hereby will be passed upon for us by Bevilacqua PLLC, Washington, DC.

 

As of the date of this prospectus, Bevilacqua PLLC owns 15 common shares and Louis A. Bevilacqua, the managing member of Bevilacqua PLLC, owns 5 common shares. Mr. Bevilacqua also owns approximately 9% of 1847 Partners Class A Member LLC and 10% of 1847 Partners Class B Member LLC. Bevilacqua PLLC and Mr. Bevilacqua received these securities as partial consideration for legal services previously provided to us.

 

EXPERTS

 

Our financial statements for the years ended December 31, 2023 and 2022 have been incorporated by reference in this prospectus in reliance upon the report of Sadler, Gibb & Associates, LLC, an independent registered public accounting firm, upon the authority of said firm as experts in accounting and auditing.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We file annual, quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public over the Internet at the SEC’s website at www.sec.gov. Copies of certain information filed by us with the SEC are also available on our website at www.1847holdings.com. Information accessible on or through our website is not a part of this prospectus.

 

This prospectus is part of a registration statement that we filed with the SEC and does not contain all of the information in the registration statement. You should review the information and exhibits in the registration statement for further information on us and our consolidated subsidiaries and the securities that we are offering. Statements in this prospectus about these documents are summaries and each statement is qualified in all respects by reference to the document to which it refers. You should read the actual documents for a more complete description of the relevant matters.

 

 

DOCUMENTS INCORPORATED BY REFERENCE

 

The SEC allows us to incorporate by reference much of the information that we file with the SEC, which means that we can disclose important information to you by referring you to those publicly available documents. The information that we incorporate by reference in this prospectus is considered to be part of this prospectus. Because we are incorporating by reference future filings with the SEC, this prospectus is continually updated and those future filings may modify or supersede some of the information included or incorporated by reference in this prospectus. This means that you must look at all of the SEC filings that we incorporate by reference to determine if any of the statements in this prospectus or in any document previously incorporated by reference have been modified or superseded. This prospectus incorporates by reference the documents listed below and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (in each case, other than those documents or the portions of those documents furnished pursuant to Items 2.02 or 7.01 of any Current Report on Form 8-K and, except as may be noted in any such Form 8-K, exhibits filed on such form that are related to such information), until the offering of the securities under the registration statement of which this prospectus forms a part is terminated or completed:

 

●

our Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC on April 25, 2024;

●

our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 filed with the SEC on May 15, 2024, August 19, 2024 and November 19, 2024, respectively;

●

our Current Reports on Form 8-K filed with the SEC on February 9, 2024, February 9, 2024, February 15, 2024, April 11, 2024, May 14, 2024, July 1, 2024, July 31, 2024, August 9, 2024, August 22, 2024, August 23, 2024, October 4, 2024, October 31, 2024, November 8, 2024, December 18, 2024, December 20, 2024, December 31, 2024, February 11, 2025 and February 14, 2025;

●

our Definitive Proxy Statement on Schedule 14A filed on April 29, 2024; and

●

our Definitive Proxy Statement on Schedule 14A filed on January 23, 2025.

 

We undertake to provide without charge to each person (including any beneficial owner) who receives a copy of this prospectus, upon written or oral request, a copy of all of the preceding documents that are incorporated by reference (other than exhibits, unless the exhibits are specifically incorporated by reference into these documents). We will provide to each person, including any beneficial owner, to whom a prospectus is delivered, a copy of any or all of the reports or documents that we incorporate by reference in this prospectus contained in the registration statement (except exhibits to the documents that are not specifically incorporated by reference) at no cost to you, by writing or calling us at:

 

1847 Holdings LLC

590 Madison Avenue, 21st Floor

New York, NY 10022

Attn: Secretary

(212) 417-9800

 

 

480,231,190 Common Shares

 

 

1847 HOLDINGS LLC

 

 

PROSPECTUS

 

 

 

PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS

 

Item 13. Other Expenses of Issuance and Distribution

 

The following table sets forth estimated fees and expenses (except in the case of the SEC registration fee) in connection with the issuance and distribution of the securities being registered.

 

		Amount
SEC registration fee		$	13,748.87
Accounting fees and expenses			10,000.00
Legal fees and expenses			15,000.00
Transfer agent fees and expenses			3,000.00
Printing and related fees and expenses			5,000.00
Miscellaneous fees and expenses			5,251.13
Total		$	52,000.00

 

Item 14. Indemnification of Directors and Officers

 

Certain provisions of our operating agreement are intended to be consistent with Section 145 of the General Corporation Law of the State of Delaware, which provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities against amounts paid and expenses incurred in connection with an action or proceedings to which he is, or is threatened to be made, a party by reason of such position, if such person shall have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, in any criminal proceedings, if such person had no reasonable cause to believe his conduct was unlawful; provided that, in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the adjudicating court determines that such indemnification is proper under the circumstances.

 

Our operating agreement includes a provision that eliminates the personal liability of its directors for monetary damages for breach of fiduciary duty as a director, except for liability:

 

●

for any breach of the director’s duty of loyalty to the company or its shareholders;

 

●

for acts or omissions not in good faith or a knowing violation of law;

 

●

regarding unlawful distributions and interest purchases analogous to Section 174 of the General Corporation Law of the State of Delaware; or

 

●

for any transaction from which the director derived an improper benefit.

 

Our operating agreement provides that:

 

●

we must indemnify our directors and officers to the equivalent extent permitted by General Corporation Law of the State of Delaware;

 

●

we may indemnify our other employees and agents to the same extent that we indemnify our officers and directors, unless otherwise determined by our board of directors; and

 

●

we must advance expenses, as incurred, to our directors and executive officers in connection with a legal proceeding to the extent permitted by Delaware law and may advance expenses as incurred to our other employees and agents, unless otherwise determined by our board of directors.

 

The indemnification provisions contained in our operating agreement are not exclusive of any other rights to which a person may be entitled by law, agreement, vote of shareholders or disinterested directors or otherwise.

 

 

In addition, we have entered into indemnification agreements with each of our executive officers and directors, pursuant to which we have agreed to indemnify them to the fullest extent permitted by law. Under the indemnification agreements, we have agreed to advance all expenses incurred by or on behalf of the independent directors in connection with any proceeding within thirty (30) days after the receipt by us of a statement requesting such advance, whether prior to or after final disposition of such proceeding.

 

We also have insurance on behalf of our directors and executive officers and certain other persons insuring them against any liability asserted against them in their respective capacities or arising out of such status.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling us under the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

 

Item 15. Recent Sales of Unregistered Securities

 

During the past three years, we issued the following securities, which were not registered under the Securities Act.

 

On February 24, 2022, we sold an aggregate of 320,333 units, at a price of $3.00 per unit, for aggregate gross proceeds of $960,999. On March 24, 2022, we sold an additional 106,666 units for aggregate gross proceeds of $319,990. On April 20, 2022, we sold an additional 28,333 units for aggregate gross proceeds of $85,000. On May 12, 2022, we sold an additional 16,667 units for aggregate gross proceeds of $50,000. On May 19, 2022, we sold an additional 9,567 units for aggregate gross proceeds of $28,700. In the aggregate, we issued 481,566 series B senior convertible preferred shares and three-year warrants to purchase 99 common shares.

 

On July 8, 2022, we entered into a securities purchase agreement with Mast Hill Fund, L.P., pursuant to which we issued to Mast Hill Fund, L.P. a promissory note in the principal amount of $600,000, which includes an original issue discount in the amount of $60,000, and a five-year warrant for the purchase of 77 common shares for a total purchase price of $540,000.

 

On July 8, 2022, we issued to J.H. Darbie & Co., Inc. a five-year warrant for the purchase of 3 common shares.

 

On August 2, 2022, we issued 220 common shares to Bevilacqua PLLC, our outside securities counsel, upon the settlement of accounts payable.

 

On January 3, 2023, we issued warrants for the purchase of 314 common shares as a dividend to our common shareholders of record as of December 23, 2022 pursuant to a warrant agent agreement, dated January 3, 2023, with VStock Transfer, LLC.

 

On February 3, 2023, we entered into securities purchase agreements with two accredited investors, pursuant to which we issued to such investors (i) promissory notes in the aggregate principal amount of $604,000, which include an original issue discount in the amount of $60,400, and (ii) five-year warrants for the purchase of an aggregate of 98 common shares for a total purchase price of $543,600. As additional consideration, we issued an aggregate of 98 common shares to the investors as a commitment fee.

 

On February 3, 2023, we issued to J.H. Darbie & Co., Inc. a five-year warrant for the purchase of 1 common share.

 

On February 9, 2023, we entered into securities purchase agreements with the same two accredited investors, pursuant to which we issued to such investors (i) promissory notes in the aggregate principal amount of $2,557,575, which include an original issue discount in the amount of $255,757, and (ii) five-year warrants for the purchase of an aggregate of 410 common shares for a total purchase price of $2,301,818. As additional consideration, we issued 223 common shares to one investor and issued to the other investor a five-year warrant for the purchase of 187 common shares, which were issued as a commitment fee.

 

On February 9, 2023, we issued to J.H. Darbie & Co., Inc. a five-year warrant for the purchase of 10 common shares.

 

 

On February 22, 2023, we entered into another securities purchase agreement with one of the investors pursuant to which we issued to such investor (i) a promissory note in the principal amount of $878,000, which includes an original issue discount in the amount of $87,800, and (ii) a five-year warrant for the purchase of 141 common shares for a total purchase price of $790,200. As additional consideration, we issued a five-year warrant for the purchase of 153 common shares to the investor as a commitment fee.

 

On February 22, 2023, we issued to J.H. Darbie & Co., Inc. a five-year warrant for the purchase of 6 common shares.

 

On August 11, 2023, we issued to certain accredited investors 20% OID subordinated promissory notes in the aggregate principal amount of $3,125,000 and warrants for the purchase of an aggregate of 3,159 common shares for a total purchase price of $2,500,000. We also issued to Spartan Capital Securities, LLC a common share purchase warrant for the purchase of a number of common shares equal to eight percent (8%) of the number common shares issuable upon conversion of the 20% OID subordinated promissory notes and exercise of the warrants.

 

On May 8, 2024, we entered into securities purchase agreement with an accredited investor, pursuant to which we issued to such investor (i) a 20% OID subordinated note in the principal amount of $625,000 and (ii) five-year warrants for the purchase of 7,149 common shares at an adjusted exercise price of $34.97 per share (subject to standard adjustments as defined in the warrant) for total cash proceeds of $500,000. Additionally, we issued a five-year warrant to Spartan Capital Securities, LLC for the purchase of 572 common shares at an adjusted exercise price of $38.47 per share (subject to standard adjustments as defined in the warrant agreement).

 

On June 28, 2024, our subsidiaries 1847 Cabinet, High Mountain, Innovative Cabinets and Kyle’s issued an original issue discount promissory note in the principal amount of up to $2,472,000, to be advanced in one or more tranches, to Breadcrumbs Capital LLC, or Breadcrumbs. In connection with the issuance of the note, we entered into a memorandum of understanding with Breadcrumbs, pursuant to which we agreed to issue to Breadcrumbs upon the closing of each tranche under the note series D senior convertible preferred shares with a stated value equal to the principal amount of each such tranche. On June 28, 2024, the parties executed tranche No. 1 in the principal amount of $666,667 for total cash proceeds of $475,000. In connection with such tranche, we issued 1,966,570 series D senior convertible preferred shares to Breadcrumbs. On July 3, 2024, the parties executed tranche No. 2 in the principal amount of $466,667 for total cash proceeds of $350,000. In connection with such tranche, we issued 1,376,599 series D senior convertible preferred shares to Breadcrumbs. On July 16, 2024, the parties executed tranche No. in the principal amount of $233,333 for total cash proceeds of $175,000. In connection with such tranche, we issued 688,298 series D senior convertible preferred shares to Breadcrumbs. On August 12, 2024, the parties executed tranche No. 4 in the principal amount of $466,667 for total cash proceeds of $350,000. In connection with such tranche, we issued 1,376,599 series D senior convertible preferred shares to Breadcrumbs. On August 22, 2024, the parties executed tranche No. 5 in the principal amount of $300,000 for total cash proceeds of $225,000. In connection with such tranche, we issued 884,956 series D senior convertible preferred shares to Breadcrumbs.

 

On August 22, 2024, we issued 83,603 series C senior convertible preferred shares to the Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992, in connection with a settlement agreement.

 

On September 30, 2024, we issued 5,137 series A senior convertible preferred shares to an accredited investor as settlement of accrued dividends.

 

On December 16, 2024, we issued to certain accredited investors an aggregate of 42,311,118 units, at a purchase price of $0.27 per unit, for total gross proceeds of approximately $11.42 million. The units are comprised of (i) 3,437,210 common shares and pre-funded warrants for the purchase of 38,873,908 common shares, (ii) series A warrants to purchase 42,311,118 common shares at an exercise price of $0.81 per share (subject to adjustments) and (iii) series B warrants to purchase 42,311,118 common shares at an exercise price of $0.54 per share (subject to adjustments).

 

The issuance of these securities was made in reliance upon the exemption from the registration requirements of Section 5 of the Securities Act provided by Section 4(a)(2) of the Securities Act.

 

 

Item 16. Exhibits.

 

(a) Exhibits.

 

Exhibit No.		Description
3.1		Certificate of Formation of 1847 Holdings LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on February 7, 2014)
3.2		Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated January 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 22, 2018)
3.3		Amendment No. 1 to Second Amended and Restated Operating Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2021)
3.4		Amendment No. 2 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated October 16, 2023 (incorporated by reference to Exhibit 3.3 to the Current Report on Form 8-K filed on October 16, 2023)
3.5		Amendment No. 3 to Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated December 19, 2023 (incorporated by reference to Exhibit 3.5 to the Registration Statement on Form S-1 filed on January 24, 2024)
4.1		Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 1, 2021)
4.2		Amendment No. 1 to Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 5, 2021)
4.3		Share Designation of Series C Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 23, 2024)
4.4		Share Designation of Series D Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.3 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
4.5		Share Designation of Series E Preferred Shares (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 31, 2024)
4.6		Form of Pre-Funded Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on December 18, 2024)
4.7		Form of Series A Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on December 18, 2024)
4.8		Form of Series B Warrant to Purchase Common Shares, dated December 16, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on December 18, 2024)
4.9		Form of Series A Warrant to Purchase Common Shares, dated October 30, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 31, 2024)
4.10		Form of Series B Warrant to Purchase Common Shares, dated October 30, 2024 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on October 31, 2024)
4.11		Form of Common Share Purchase Warrant issued by 1847 Holdings LLC on May 8, 2024 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on May 14, 2024)
4.12		Common Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on May 8, 2024 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on May 14, 2024)
4.13		Warrant Agency Agreement, dated August 11, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and Form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 14, 2023)
4.14		Common Share Purchase Warrant issued by 1847 Holdings LLC to Spartan Capital Securities, LLC on August 11, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 14, 2023)
4.15		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 22, 2023 (incorporated by reference to Exhibit 4.6 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.16		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 9, 2023 (incorporated by reference to Exhibit 4.10 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.17		Common Share Purchase Warrant issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on February 3, 2023 (incorporated by reference to Exhibit 4.13 to Amendment No. 1 to Registration Statement on Form S-3 filed on April 28, 2023)
4.18		Warrant Agent Agreement, dated January 3, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 9, 2023)
4.19		Common Share Purchase Warrant issued to Craft Capital Management LLC on August 5, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2022)
4.20		Common Share Purchase Warrant issued to R.F. Lafferty & Co. Inc. on August 5, 2022 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2022)
4.21		Warrant for Common Shares issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on July 8, 2022 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on February 1, 2023)
4.22		Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021)
5.1		Opinion of Bevilacqua PLLC as to the legality of the securities

 

 

10.1		Management Services Agreement, dated April 15, 2013, between 1847 Holdings LLC and 1847 Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1/A filed on March 14, 2014)
10.2		Amendment No. 1 to Management Services Agreement, dated September 15, 2013, between 1847 Holdings LLC and 1847 Partners LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on February 7, 2014)
10.3		Management Services Agreement, dated March 30, 2021, between 1847 Wolo Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 5, 2021)
10.4		Amendment No. 1 to Management Services Agreement, dated March 30, 2023, between 1847 Wolo Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on April 5, 2023)
10.5		Amended and Restated Management Services Agreement, dated October 8, 2021, between 1847 Cabinet Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on October 13, 2021)
10.6		Management Services Agreement, dated December 16, 2024, 1847 Partners LLC and 1847 CMD Inc. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on December 18, 2024)
10.7		Form of Securities Purchase Agreement, dated December 13, 2024, among 1847 Holdings LLC and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on December 18, 2024)
10.8		Form of Registration Rights Agreement, dated December 13, 2024, among 1847 Holdings LLC and the Purchasers signatory thereto (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on December 18, 2024)
10.9		Stock and Membership Interest Purchase Agreement, dated November 4, 2024, between 1847 CMD Inc. and Chris Day (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on December 18, 2024)
10.10		Amended and Restated Stock and Membership Interest Purchase Agreement, dated December 5, 2024, between 1847 CMD Inc. and Chris Day (incorporated by reference to Exhibit 10. 2 to the Current Report on Form 8-K filed on December 18, 2024)
10.11		Amendment No. 1 to Amended and Restated Stock and Membership Interest Purchase Agreement, dated December 13, 2024, between 1847 CMD Inc., Chris Day and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on December 18, 2024)
10.12		Amendment No. 2 to Amended and Restated Stock and Membership Interest Purchase Agreement, dated December 16, 2024, between 1847 CMD Inc., Chris Day and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on December 18, 2024)
10.13		Promissory Note issued by 1847 CMD Inc. to The CD Trust, dated October 18, 2021 on December 16, 2024 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on December 18, 2024)
10.14		Security Agreement, dated December 16, 2024, among 1847 CMD Inc., CMD Inc., CMD Finish Carpentry LLC and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on December 18, 2024)
10.15		Pledge Agreement, dated December 16, 2024, between 1847 Holdings LLC and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on December 18, 2024)
10.16		Pledge Agreement, dated December 16, 2024, between 1847 CMD Inc. and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on December 18, 2024)
10.17		Guaranty, dated December 16, 2024, among 1847 Holdings LLC, CMD Inc., CMD Finish Carpentry LLC and The CD Trust, dated October 18, 2021 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on December 18, 2024)
10.18		Promissory Note issued by 1847 Cabinets Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC d/b/a Innovative Cabinets & Design and Kyle’s Custom Wood Shop, Inc. to Breadcrumbs Capital LLC on June 28, 2024 (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.19		Security Agreement, dated June 28, 2024, among 1847 Cabinets Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC d/b/a Innovative Cabinets & Design, Kyle’s Custom Wood Shop, Inc. and Breadcrumbs Capital LLC (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.20		Assignment and Assumption of Accounts Receivable Agreement, dated June 28, 2024, among 1847 Cabinets Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC d/b/a Innovative Cabinets & Design, Kyle’s Custom Wood Shop, Inc. and Breadcrumbs Capital LLC (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.21		Memorandum of Understanding, dated June 28, 2024, between 1847 Holdings LLC and Breadcrumbs Capital LLC (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.22		Third Amended and Restated 20% OID Subordinated Promissory Note issued by 1847 Holdings LLC to Target Capital 15 LLC on June 24, 2024 (incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 filed on September 18, 2024)
10.23		Note Extension Agreement, dated August 20, 2024, between 1847 Holdings LLC and Target Capital 15 LLC (incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 filed on September 18, 2024)
10.24		Note Extension Agreement, dated November 15, 2024, between 1847 Holdings LLC and Target Capital 15 LLC
10.25		Note Extension Agreement, dated December 16, 2024, between 1847 Holdings LLC and Target Capital 15 LLC
10.26		Promissory Note issued by 1847 Holdings LLC to Leonite Capital LLC on May 9, 2024 (incorporated by reference to Exhibit 10.6 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.27		Memorandum of Understanding, dated May 9, 2024, between 1847 Holdings LLC and Leonite Capital LLC (incorporated by reference to Exhibit 10.7 to the Quarterly Report on Form 10-Q filed on August 19, 2024)
10.28		Note Purchase Agreement, dated October 8, 2021, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC, SILAC Insurance Company and Leonite Capital, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on October 13, 2021)

 

 

10.29		Amendment to Note Purchase Agreement, dated January 22, 2024, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC, SILAC Insurance Company and Leonite Capital, LLC
10.30		Second Amendment to Note Purchase Agreement, dated February 28, 2024, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC, SILAC Insurance Company and Leonite Capital, LLC
10.31		Third Amendment to Note Purchase Agreement and Other Transaction Documents, dated September 30, 2024, among 1847 Holdings LLC, 1847 Wolo Inc., 1847 Cabinet Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes LLC, Wolo Industrial Horn & Signal, Inc., Wolo Mfg. Corp., Leonite Capital LLC, Altimir Partners LP and Beaman Special Opportunities Partners, LP (incorporated by reference to Exhibit 10.5 to the Quarterly Report on Form 10-Q filed on November 19, 2024)
10.32		Secured Convertible Promissory Note issued by 1847 Holdings LLC to SILAC Insurance Company on October 8, 2021 (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on October 13, 2021)
10.33		Secured Convertible Promissory Note issued by 1847 Holdings LLC to SILAC Insurance Company on October 8, 2021 (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on October 13, 2021)
10.34		Secured Convertible Promissory Note issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on October 13, 2021)
10.35		Guaranty Agreement, dated October 8, 2021, among 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC and Leonite Capital LLC (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on October 13, 2021)
10.36		Security Agreement, dated October 8, 2021, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC and Leonite Capital, LLC (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on October 13, 2021)
10.37		Intellectual Property Security Agreement, dated October 8, 2021, among Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc. and Leonite Capital, LLC (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on October 13, 2021)
10.38		Second Amended and Restated Secured Promissory Note issued by 1847 Holdings LLC to 1847 Cabinet Inc. on October 8, 2021 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on October 13, 2021)
10.39		Letter Agreement, dated March 30, 2023, among 1847 Holdings LLC, 1847 Cabinet Inc., Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 5, 2023)
10.40		Industrial Lease, dated September 1, 2020, between Kyle’s Custom Wood Shop, Inc. and Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K filed on April 15, 2021)
10.41		Standard Lease Agreement, dated June 9, 2021, between Emerald Town, LLC and Kyle’s Custom Wood Shop, Inc. (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022)
10.42		Lease, dated December 7, 2020, between SW Commerce Reno, LLC and Sierra Homes, LLC (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022)
10.43		Agreement of Lease, dated October 4, 1978, between PKI Reality LLC and Wolo Mfg. Corp., as amended (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022)
10.44		Lease, dated December 16, 2024, between Delancey LLC and 1847 CMD Inc. (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on December 18, 2024)
10.45		Lease, dated December 16, 2024, between CD Gowan LLC and 1847 CMD Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on December 18, 2024)
10.46†		Employment Offer Letter, dated September 7, 2021, between Vernice L. Howard and 1847 Holdings LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 10, 2021)
10.47†		Letter Agreement Regarding the Assignment, Assumption and Amendment of Employment Agreement, dated March 23, 2022, among 1847 Holdings LLC, 1847 HQ Inc. and Vernice L. Howard (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed on March 31, 2022)
10.48†		Employment Offer Letter, March 1, 2023, between Glyn C. Milburn and 1847 HQ Inc. (incorporated by reference to Exhibit 10.59 to the Registration Statement on Form S-1 filed on January 24, 2024)
10.49†		Employment Offer Letter, July 29, 2024, between Eric Vandam and 1847 HQ Inc. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on August 22, 2024)
10.50		Form of Independent Director Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022)

 

 

10.51		Form of Indemnification Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022)
10.52†		1847 Holdings LLC 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.61 to the Registration Statement on Form S-1 filed on May 18, 2023)
10.53†		Amendment No. 1 to 1847 Holdings LLC 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.48 to the Registration Statement on Form S-1 filed on September 18, 2024)
10.54†		Amendment No. 2 to 1847 Holdings LLC 2023 Equity Incentive Plan (incorporated by reference to Exhibit 10.49 to the Registration Statement on Form S-1 filed on September 18, 2024)
10.55†		Form of Share Option Agreement incorporated by reference to Exhibit 10.62 to the Registration Statement on Form S-1 filed on May 18, 2023)
10.56†		Form of Restricted Share Award Agreement incorporated by reference to Exhibit 10.63 to the Registration Statement on Form S-1 filed on May 18, 2023)
10.57†		Form of Restricted Share Unit Award Agreement incorporated by reference to Exhibit 10.64 to the Registration Statement on Form S-1 filed on May 18, 2023)
21.1		List of Subsidiaries
23.1		Consent of Sadler, Gibb & Associates, LLC for 1847 Holdings LLC
23.2		Consent of Sadler, Gibb & Associates, LLC for CMD Inc.
23.3		Consent of Bevilacqua PLLC (included in Exhibit 5.1)
24.1		Power of Attorney (included on the signature page of this registration statement)
107		Exhibit Filing Fees

 

†	Executive compensation plan or arrangement

 

 

(b) Financial Statement Schedules.

 

All financial statement schedules are omitted because the information called for is not required or is shown either in the financial statements or in the notes thereto.

 

Item 17. Undertakings

 

The undersigned registrant hereby undertakes:

 

(1) To file, during any period in which offers or sells are being made, a post-effective amendment to this registration statement:

 

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

 

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

 

(iii) To include material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 and Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.

 

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

 

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

 

(4) For determining liability of the undersigned Registrant under the Securities Act to any purchaser in the initial distribution of the securities, that in a primary offering of securities of the undersigned Registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned Registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

 

(a) Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

 

 

(b) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

 

(c) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned Registrant; and

 

(d) Any other communication that is an offer in the offering made by the undersigned Registrant to the purchaser.

 

(5) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

 

(6) That, insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 14, 2025.

 

	1847 HOLDINGS LLC
	By:	/s/ Ellery W. Roberts
		Ellery W. Roberts Chief Executive Officer

 

POWER OF ATTORNEY

 

Each person whose signature appears below constitutes and appoints each of Ellery W. Roberts and Vernice L. Howard as his or her true and lawful attorneys-in-fact and agents with full power of substitution and resubstitution, for him and his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this registration statement and to file a new registration statement under Rule 461, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

SIGNATURE		TITLE		DATE
/s/ Ellery W. Roberts		Chairman and Chief Executive Officer		February 14, 2025
Ellery W. Roberts		(principal executive officer)
/s/ Vernice L. Howard		Chief Financial Officer		February 14, 2025
Vernice L. Howard		(principal financial and accounting officer)
/s/ Robert D. Barry		Director		February 14, 2025
Robert D. Barry
/s/ Michele A. Chow-Tai		Director		February 14, 2025
Michele A. Chow-Tai
/s/ Clark R. Crosnoe		Director		February 14, 2025
Clark R. Crosnoe
/s/ Paul A. Froning		Director		February 14, 2025
Paul A. Froning
/s/ Lawrence X. Taylor		Director		February 14, 2025
Lawrence X. Taylor

 

 

II-10

 

Exhibit 5.1

 

 

 

E: lou@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

 

February 14, 2025

 

1847 Holdings LLC

590 Madison Avenue, 21^st Floor

New York, NY 10022

 

Re:

Registration Statement on Form S-1

        

Ladies and Gentlemen:

 

We have acted as counsel to 1847 Holdings LLC, a Delaware limited liability company (the “Company”), in connection with the preparation and filing of the Company’s registration statement on Form S-1 (the “Registration Statement”), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, relating to the registration of 480,231,190 common shares of the Company to be sold by certain selling shareholders named in the Registration Statement (the “Selling Shareholders”), comprised of (i) 3,437,210 common shares issued to the selling shareholders (the “Common Shares”), (ii) 38,873,908 common shares issuable to the selling shareholders upon the exercise of pre-funded warrants (the “Pre-Funded Warrant Shares”), (iii) 285,600,046 common shares issuable to the selling shareholders upon the exercise of series A warrants (the “Series A Warrant Shares”) and (iv) 152,320,026 common shares issuable to the selling shareholders upon the exercise of series B warrants (the “Series B Warrant Shares,” and, together with the Pre-Funded Warrant Shares and the Series A Warrant Shares, the “Warrant Shares,” and together with the Common Shares, the “Registered Securities”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Registered Securities.

 

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates, and records as we have deemed necessary or appropriate as a basis for the opinions set forth herein.

 

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as copies. We have relied upon the accuracy and completeness of the information, factual matters, representations, and warranties contained in such documents. We have also assumed that the persons identified as officers of the Company are actually serving in such capacity and that the Registration Statement will be declared effective. In our examination of documents, we have assumed that the parties thereto, other than the Company, had the power, corporate or other, to enter into and perform all obligations thereunder and had the due authorization by all requisite action, corporate or other, the execution and delivery by all parties of the documents, and the validity and binding effect thereof on such parties.

 

Based upon and subject to the foregoing, we are of the opinion that (i) the Common Shares are legally and validly issued, fully paid and nonassessable and (ii) the Warrant Shares, if and when issued upon exercise of the Warrants in accordance with their terms, will be legally and validly issued, fully paid and nonassessable.

 

1050 Connecticut Ave., NW, Suite 500

Washington, DC 20036

 

 

PG. 2
February 14, 2025

 

The opinions expressed herein are limited to the matters specifically set forth herein and no other opinion shall be inferred beyond the matters expressly stated. We disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or any changes in applicable law that may come to our attention subsequent to the date the Registration Statement is declared effective.

 

The opinions we express herein are limited to matters involving the Delaware Limited Liability Company Act as currently in effect. We express no opinion regarding the effect of the laws of any other jurisdiction or state, including any federal securities laws related to the issuance and sale of the Registered Securities.

 

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and we consent to the reference of our name under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement. In giving the foregoing consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission thereunder.

 

	Very truly yours,
	/s/ BEVILACQUA PLLC

 

 

 Exhibit 10.24

 

NOTE EXTENSION AGREEMENT

 

THIS FIFTH NOTE EXTENSION AGREEMENT (this “Agreement”) is entered into and made effective as of November 15, 2024, by and between 1847 Holdings LLC, a Delaware limited liability company (the “Maker”), and Target Capital 15 LLC (the “Holder”).

 

RECITALS

 

WHEREAS, the Maker and the Holder entered into that certain 20% OID Subordinated Note, dated as of March 4, 2024, for the principal amount of One Million Two Hundred Fifty Thousand Dollars ($1,250,000), which was amended pursuant to (i) an Amended and Restated Note, dated as of March 27, 2024, pursuant to which the principal amount was increased to $1,562,500, (ii) a Second Amended and Restated Note, dated as of April 9, 2024, pursuant to which the principal amount was increased to Two Million Five Hundred Thousand Dollars ($2,500,000), (iii) a Third Amended and Restated Note, dated as of June 24, 2024, pursuant to which the maturity date was extended to August 20, 2024 and the principal amount was increased to Three Million Seven Hundred Fifty Thousand Dollars ($3,750,000), and (iv) a Note Extension Agreement, dated as of August 20, 2024, pursuant to which the maturity date was extended to November 30, 2024 and the principal amount was increased to Four Million Two Hundred Fifty Thousand Dollars ($4,250,000) (as amended, the “Note”).

 

WHEREAS, the Maker has paid $2,015,325 to the Holder in partial repayment of the Note, bringing the remaining principal amount still owed under the Note to $2,234,675.

 

WHEREAS, the Maker and the Holder desire to enter into this Agreement in order to (i) extend the maturity date to December 31, 2024 and (ii) increase the principal amount to

$2,681,610.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and the Holder desire to amend the Note as set forth below:

 

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note.

 

2. Amendments to Note. As of and from the date hereof, the Note is hereby amended as follows:

 

(a) The definition of “Maturity Date” is hereby amended to read “December 31, 2024.”

 

(b) The definition of “Current Principal Amount” is hereby amended to read “$2,681,610.”

 

 

3. Note in Full Force and Effect as Amended. Except as specifically amended hereby, the Note shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Note or any right, power or remedy of the Holder, nor constitute a waiver of any provision of the Note, or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The parties hereto agree to be bound by the terms and conditions of the Note as amended by this Agreement, as though such terms and conditions were set forth herein. Each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Note as amended by this Agreement. All references to the Note shall be deemed to mean the Note as modified hereby.

 

4. Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

 

5. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, including any future holder of the Note.

 

6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Arizona without regard to the conflict of laws principles.

 

7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

[Signature page follows]

 

 

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.

 

	MAKER
	1847 Holdings LLC
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	HOLDER
	Target Capital 15 LLC
	By:	/s/ Dmitriy Shapiro
	Name:	Dmitriy Shapiro
	Title:	Managing Partner

 

 

 

Exhibit 10.25

 

NOTE EXTENSION AGREEMENT

 

THIS SIXTH NOTE EXTENSION AGREEMENT (this “Agreement”) is entered into and made effective as of December 16, 2024, by and between 1847 Holdings LLC, a Delaware limited liability company (the “Maker”), and Target Capital 15 LLC (the “Holder”).

 

RECITALS

 

WHEREAS, the Maker and the Holder entered into that certain 20% OID Subordinated Note, dated as of March 4, 2024, for the principal amount of $1,250,000, which was amended pursuant to (i) an Amended and Restated Note, dated as of March 27, 2024, pursuant to which the principal amount was increased to $1,562,500, (ii) a Second Amended and Restated Note, dated as of April 9, 2024, pursuant to which the principal amount was increased to $2,500,000, (iii) a Third Amended and Restated Note, dated as of June 24, 2024, pursuant to which the maturity date was extended to August 20, 2024 and the principal amount was increased to $3,750,000, (iv) a Note Extension Agreement, dated as of August 20, 2024, pursuant to which the maturity date was extended to November 30, 2024 and the principal amount was increased to $4,250,000 and (v) a Note Extension Agreement, dated November 15, 2024, pursuant to which the maturity date was extended to December 31, 2024 and the principal amount was changed to $2,681,610 following a partial repayment (as amended, the “Note”).

 

WHEREAS, the Maker and the Holder desire to enter into this Agreement in order to (i) extend the maturity date to March 31, 2025, (ii) increase the principal amount to $3,217,932 and

(iii) modify the repayment schedule.

 

AGREEMENT

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Maker and the Holder desire to amend the Note as set forth below:

 

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Note.

 

2. Amendments to Note. As of and from the date hereof, the Note is hereby amended as follows:

 

(a) The definition of “Maturity Date” is hereby amended to read “March 31, 2025.”

 

(b) The definition of “Current Principal Amount” is hereby amended to read “$3,217,932.”

 

 

(c) Section 2 of the Note is hereby amended and restated to read as follows:

 

“Section 2. Payment and Prepayment. Commencing on January 5, 2025 and continuing on the 5^th day of the month thereafter, the Company shall make monthly payments in the amount of $75,000, which shall increase to $250,000 on March 5, 2025; provided that if the Holder is able to exchange the Note for unrestricted common shares of the Company on or after March 5, 2025, then the monthly payment shall remain $75,000. On the Maturity Date, the entire unpaid Payment Amount shall become due and payable. The Company may prepay this Note in full or in part at any time after the Original Issue Date. In addition, if the Company consummates any equity or equity-linked or debt securities issuance, or enters into a loan agreement or other any other financing, including warrant exercise, other than Excluded Debt (each, a “Subsequent Financing”), the Company shall apply a minimum of forty percent (40%) of the net proceeds of such Subsequent Financing (or such lesser amount as may be required to satisfy and pay in full the amount of this Note then outstanding) toward the repayment or prepayment of this Note. For purposes of this Section 2, “Excluded Debt” means any promissory notes issued to owners of businesses to finance the acquisition of any business, property or assets by the Company or any of its subsidiaries and any Indebtedness incurred by any subsidiary of the Company for purposes of funding the working capital requirements of such subsidiary.”

 

3. Note in Full Force and Effect as Amended. Except as specifically amended hereby, the Note shall remain in full force and effect. Except as expressly set forth herein, this Agreement shall not be deemed to be a waiver, amendment or modification of any provisions of the Note or any right, power or remedy of the Holder, nor constitute a waiver of any provision of the Note, or any other document, instrument and/or agreement executed or delivered in connection therewith, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. The parties hereto agree to be bound by the terms and conditions of the Note as amended by this Agreement, as though such terms and conditions were set forth herein. Each reference in the Note to “this Note,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Note as amended by this Agreement. All references to the Note shall be deemed to mean the Note as modified hereby.

 

4. Counterparts. This Agreement may be executed by one or more of the parties on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

 

5. Successors and Assigns. The terms and provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, including any future holder of the Note.

 

6. Governing Law. This Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Arizona without regard to the conflict of laws principles.

 

7. Severability. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement.

 

 

IN WITNESS WHEREOF, the undersigned have duly executed this Agreement as of the day and year first written above.

 

	MAKER
	1847 Holdings LLC
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	HOLDER
	Target Capital 15 LLC
	By:	/s/ Dmitriy Shapiro
	Title:	Managing Partner
	Name:	Dmitriy Shapiro

 

Exhibit 10.29

 

AMENDMENT TO NOTE PURCHASE AGREEMENT

 

AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is effective as of January 22, 2024 (subject to the satisfaction of the conditions set forth in Section 6 below, the “Effective Date”), by and among 1847 HOLDINGS LLC, a Delaware limited liability company (“Company”), each of the parties listed on the signature page as Guarantor (such Guarantors, together with the Company, sometimes referred to collectively herein as the “Obligors” and each individually as an “Obligor”) , LEONITE CAPITAL LLC, a Delaware limited liability company (“Agent”), as administrative agent for Purchasers, and the Purchasers identified on the signature pages hereof.

 

W I T N E S S E T H:

 

WHEREAS, Company, affiliates of Company, Agent and purchasers identified therein (“Purchasers”) are parties to that certain Note Purchase Agreement, dated as of October 8, 2021, (as amended hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”);

 

WHEREAS, pursuant to the Purchase Agreement, Company issued to Purchasers its Notes, in the original aggregate principal amount of Twenty-Four Million Eight Hundred Sixty Dollars ($24,860,000) (individually a “Note”, and, collectively the “Notes”);

 

WHEREAS, Company has requested that Agent and Purchasers agree to allow certain Guarantors to sell certain Collateral and to incur additional secured indebtedness and agree to certain other modifications to the Purchase Agreement, the Security Agreement and the Notes; and

 

WHEREAS, Agent and Purchasers are willing to agree to such indebtedness and sale of Collateral and to the amendments set forth herein, all on the terms and subject to the conditions set forth herein;

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

 

2. Acknowledgment of Indebtedness. Company hereby acknowledges and agrees that, as of January 22, 2024, Company remains liable to Purchasers for the following amounts which remain outstanding under the Note:

 

Principal:		$	24,860,000.00
Accrued Interest:		$	200,487.23
TOTAL:		$	25,060,487.23

 

 

3. Amendment to Purchase Agreement. In reliance upon the representations and warranties of Company set forth in Section 7 below and upon satisfaction of the conditions to effectiveness set forth in Section 6 below:

 

(a) As of and from the Effective Date, the following definition is inserted in Section 1 of the Purchase Agreement in alphabetical order:

 

““Factoring Agreement” means, individually or collectively, as the context may require, (i) that certain Master Purchase and Sale Agreement by and among Wolo MGF. Corp., Wolo Industrial Horn & Signal, Inc. and Marco Capital, Inc., dated as of December 20, 2023, and (ii) as and when entered into, either that certain Master Account Receivable Purchase and Security Agreement, by and between High Mountain Door & Trim Inc., and CapitalPlus Financial Services, LLC, or another factoring agreement, in each case subject to Agent’s and Noteholders’ approval, as each may be amended or otherwise modified from time to time, as such agreements may be modified by any intercreditor, subordination, collateral sharing or similar agreement between counterparties to the Factoring Agreements and Agent.”

 

(b) As of and from the Effective Date, the definition of “Permitted Indebtedness” in Section 1 of the Purchase Agreement is amended in its entirety to read as follows:

 

““Permitted Indebtedness” means (i) Indebtedness to the Purchasers under the Transaction Documents, (ii) the Seller Notes, (iii) the Indebtedness listed on Schedule 5(d), (iv) promissory notes issued to sellers of businesses that are acquired by the Issuer or any Subsidiary of the Issuer after the date hereof, (v) New Subsidiary Debt and (vi) Indebtedness under the Factoring Agreement.”

 

(c) As of and from the Effective Date, Section 5(e) of the Purchase Agreement is amended by inserting the following at the end:

 

“and (vii) Liens granted pursuant to the Factoring Agreement.”

 

(d) As of and from the Effective Date, Section 5(h) of the Purchase Agreement is amended in its entirety to read as follows:

 

“(h) Restricted Payments. No Obligor will, nor will it permit its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution (including a distribution of cash or other property) on any class of its membership units or other equity interests, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any class of its membership units or other equity interests or Indebtedness subordinated to the Obligations or any guarantee thereof or any options, warrants, or other rights to purchase such membership units or other equity interests or such Indebtedness (specifically including any payment or reimbursement obligation in connection with any purchase or buy-in right with respect thereto), whether now or hereafter outstanding (each, a “Restricted Payment”).”

 

 

(e) As of and from the Effective Date, Section 5(j) of the Purchase Agreement is amended in its entirety to read as follows:

 

“(j) Notice of Events of Default. Each Obligor shall immediately provide written notice to the Agent of the occurrence of any Event of Default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default. In addition to the foregoing, each Obligor shall immediately provide written notice to the Agent of the occurrence of any event of default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an event of default under any material agreement of such Obligor, including, but not limited to the Factoring Agreements.”

 

(f) As of and from the Effective Date, Section 5(k) of the Purchase Agreement is amended by inserting the following at the end:

 

“(k)…

 

In addition, each Obligor that is a party to a Factoring Agreement shall, on or prior to the 5^th day of each calendar month, provide to Agent a written list of accounts subject to the applicable Factoring Agreement, which list shall set forth (i) the account debtor of such account, (ii) the due date of each such account, (iii) the net face value of such account, and (iv) the actual advance made with respect to/purchase price of such Account, after giving effect to all fees, discounts and penalties.”

 

4. Amendment to Security Agreement. The Security Agreement is hereby amended as follows:

 

(a) As of and from the Effective Date, Section 4.12(f) of the Security Agreement is amended in its entirety to read as follows:

 

“(f) Except as otherwise permitted herein, no Debtor shall (i) sell, assign (by operation of law or otherwise) or otherwise dispose of, or grant any option with respect to, any of the Collateral, except that (x) any Debtor may sell Inventory to buyers in the ordinary course of its business and (y) any Debtor may sell Collateral pursuant to and in accordance with the terms of the Factoring Agreement; or (ii) create or suffer to exist any Lien (other than Liens permitted under Section 5(e) of the Note Purchase Agreement) upon or with respect to any of the Collateral to secure indebtedness of any Debtor or any other Person except for the security interests arising under this Agreement.”

 

 

5. Amendment to Notes. Each of the Notes issued on the Closing Date is hereby amended as follows:

 

(a) As of and from the Effective Date, Section 2(d) of each Note is amended by renumbering current (iii) as (iv) and inserting the following clause (iii):

 

“(iii) Quarterly Prepayments . In addition to the interest payments provided for in Section 2(a) above, beginning on and with July 1, 2024, and on the first day of each calendar quarter thereafter, Company will pay, without Prepayment Fee or premium, $50,000 in principal amount of the Notes.

 

6. Amendment Fee. In consideration of Purchasers’ entering into this Amendment, Company shall pay to Agent for the benefit of Purchasers a fee in the aggregate amount of $75,000 (the “Amendment Fee”). The Amendment Fee shall (i) be fully earned upon the execution of this Amendment, (ii) not be subject to refund or rebate, and (iii) be retained as a fee and not applied in reduction of the principal, interest or other amounts due in connection with the Notes.

 

7. Conditions. The effectiveness of this Amendment is subject to the following conditions:

 

(a) the execution and delivery of this Amendment by Obligors, Agent and Purchasers;

 

(b) after giving effect to this Amendment the representations and warranties set forth herein shall be true and correct in all material respects and there shall be no Event of Default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default;

 

(c) all documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent and Purchasers;

 

(e) Company shall have paid (i) to Agent the Amendment Fee for the account of Purchasers and (ii) to Purchasers all reasonable fees, costs and expenses of Purchasers in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of counsel.

 

 

8. Representations and Warranties. Each Obligor hereby represents and warrants to Agent and Purchasers as follows:

 

(a) Each Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

 

(b) Each Obligor has the power and authority to execute and deliver this Amendment and to perform its respective obligations under this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents;

 

(c) the execution, delivery and performance by each Obligor of this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents have been duly authorized by all necessary company action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any governmental agency);

 

(d) this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents, as may have been or may further be amended, constitute the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms;

 

(e) after giving effect to this Amendment, no Event of Default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default exists or shall exist immediately following the consummation of the transactions contemplated hereby;

 

(f) after giving effect to this Amendment, all representations and warranties by each Obligor contained in the Transaction Documents are true and correct in all material respects as of the date hereof, except to the extent made as of a specific date, in which case each such representation and warranty shall be true and correct as of such date; and

 

(g) by its signature below, each Obligor agrees that it shall constitute an Event of Default if any representation or warranty made herein is untrue or incorrect in any material respect as of the date when made or deemed made.

 

 

9. Agreement in Full Force and Effect as Amended. Except as specifically amended, consented and/or waived hereby, the Purchase Agreement and other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Purchase Agreement or any other Transaction Document or any right, power or remedy of Agent or Purchasers, nor constitute a waiver of any provision of the Purchase Agreement or any other Transaction Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Event of Default under any of the foregoing, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to Agent or Purchasers whether under the Purchase Agreement, the other Transaction Documents, at law or otherwise and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto. This Amendment shall not constitute a novation or satisfaction and accord of the Purchase Agreement and/or other Transaction Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Purchase Agreement and Transaction Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Purchase Agreement as amended by this Amendment. All references to the Purchase Agreement in any Transaction Document shall be deemed to mean the Purchase Agreement as modified hereby and all references to the Notes in any Transaction Document shall be deemed to mean the Notes as modified hereby.

 

10. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

 

11. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Obligors and their successors and assigns and Agent and Purchasers and their respective successors and assigns.

 

12. Further Assurance. Company hereby agrees from time to time, as and when requested by Agent, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as Agent may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the Purchase Agreement and the other Transaction Documents.

 

13. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

 

14. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

 

15. Reaffirmation. Each Obligor as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Obligor grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Transaction Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Obligor granted liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each Obligor hereby consents to this Amendment and acknowledges that each of the Transaction Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or Purchasers, constitute a waiver of any provision of any of the Transaction Documents or serve to effect a novation of the Obligations.

 

[Remainder of Page Intentionally Left Blank; Signature Page Follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	AGENT:
	Leonite Capital LLC
	By:	/s/ Avi Geller
	Name:	Avi Geller
	Title:	Chief Investment Officer
	Purchasers:
	Leonite Capital LLC
	By:	/s/ Avi Geller
	Name:	Avi Geller
	Title:	Chief Investment Officer
	Silac Insurance Company
	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Authorized Signatory of Antarctica Investment Advisors, LLC as attorney-in-fact for SILAC Insurance Company

 

 

	COMPANY:
	1847 HOLDINGS LLC
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	GUARANTORS:
	1847 WOLO INC.
	1847 Cabinet Inc.
	1847 ASIEN INC.
	Asien’s Appliances, Inc.
	Kyle’s Custom Wood Shop, Inc.
	High Mountain Door & Trim Inc.
	Sierra Homes LLC
	Wolo Industrial Horn & Signal, Inc.
	Wolo Mfg. Corp.
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Executive Chairman

 

[Signature Page to Amendment to Note Purchase Agreement]

 

 

Exhibit 10.30

 

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT

 

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this “Amendment”) is effective as of February 28, 2024 (subject to the satisfaction of the conditions set forth in Section 6 below, the “Effective Date”), by and among 1847 HOLDINGS LLC, a Delaware limited liability company (“Company”), each of the parties listed on the signature page as Guarantor (such Guarantors, together with the Company, sometimes referred to collectively herein as the “Obligors” and each individually as an “Obligor”) , LEONITE CAPITAL LLC, a Delaware limited liability company (“Agent”), as administrative agent for Purchasers, and the Purchasers identified on the signature pages hereof.

 

W I T N E S S E T H:

 

WHEREAS, Company, affiliates of Company, Agent and purchasers identified therein (“Purchasers”) are parties to that certain Note Purchase Agreement, dated as of October 8, 2021, (as amended by that certain Amendment to Note Purchase Agreement, effective as of January 22, 2024 and hereby and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Purchase Agreement”);

 

WHEREAS, pursuant to the Purchase Agreement, Company issued to Purchasers its Notes, in the original aggregate principal amount of Twenty-Four Million Eight Hundred Sixty Dollars ($24,860,000) (individually a “Note”, and, collectively the “Notes”);

 

WHEREAS, Company has requested that Agent and Purchasers agree to release (i) their Lien on assets of 1847 Asien Inc. and Asien’s Appliances Inc. (the “Subject Guarantors”) under that certain Security Agreement, dated as of October 8, 2021 by an among Obligors and Agent (the “Security Agreement”) in order for Subject Guarantors to grant a security interest in such assets to the benefit of their creditors, and (ii) the Subject Guarantors from all their obligations under the Note Purchase Agreement, the Guaranty ad the Transaction Documents after the date hereof; and

 

WHEREAS, Agent and Purchasers are willing to agree to such release and to the amendments set forth herein, all on the terms and subject to the conditions set forth herein.

 

NOW, THEREFORE, in consideration of the foregoing and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

 

1. Defined Terms. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Purchase Agreement.

 

 

2. Acknowledgment of Indebtedness. Company hereby acknowledges and agrees that, as of February 29, 2024, Company remains liable to Purchasers for the following amounts which remain outstanding under the Note:

 

Principal:		$	24,760,000.00
Accrued Interest:		$	546,783.00
TOTAL:		$	25,306,783.00

 

 

3. Amendment to Transaction Documents. As of the Effective Date, the Subject Guarantors are released from their obligations under the Note Purchase Agreement, the Security Agreement, the Guaranty, the Note and other Transaction Documents and the definition of Guarantor or Obligor under any such document shall not include the Subject Guarantors.

 

4. Prepayment. No later than July 1, 2024 (but sooner in the event the contemplated capital infusion into the Subject Guarantors occurs prior to July 1, 2004, in which case such prepayment shall be made within five (5) days of such capital infusion), Holdings shall remit $2,000,000 to Agent as a prepayment under the Note Purchase Agreement for Purchasers’ pro-rata interest and failure to make such payment as an when due shall be an immediate Event of Default and this Amendment shall be null and void ab initio on such date.

 

5. Amendment Fee. In consideration of Purchasers’ entering into this Amendment, Company shall pay to Agent for the benefit of Purchasers a fee in the aggregate amount of $75,000 (the “Amendment Fee”). The Amendment Fee shall (i) be fully earned upon the execution of this Amendment, (ii) not be subject to refund or rebate, and (iii) be retained as a fee and not applied in reduction of the principal, interest or other amounts due in connection with the Notes.

 

6. Conditions. The effectiveness of this Amendment is subject to the following conditions:

 

(a) the execution and delivery of this Amendment by Obligors, Agent and Purchasers;

 

(b) after giving effect to this Amendment the representations and warranties set forth herein shall be true and correct in all material respects and there shall be no Event of Default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default;

 

(c) all documents and legal matters in connection with the transactions contemplated by this Amendment shall have been delivered, executed, or recorded and shall be in form and substance satisfactory to Agent and Purchasers;

 

(e) Company shall have paid (i) to Agent the Amendment Fee for the account of Purchasers and (ii) to Agent and Purchasers all reasonable fees, costs and expenses of Agent and Purchasers in connection with this Amendment, including, without limitation, reasonable fees, costs and expenses of counsel.

 

 

7. Representations and Warranties. Each Obligor hereby represents and warrants to Agent and Purchasers as follows:

 

(a) Each Obligor is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization;

 

(b) Each Obligor has the power and authority to execute and deliver this Amendment and to perform its respective obligations under this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents;

 

(c) the execution, delivery and performance by each Obligor of this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents have been duly authorized by all necessary company action and does not and will not require any registration with, consent or approval of, notice to or action by, any Person (including any governmental agency);

 

(d) this Amendment, the Purchase Agreement, the Notes, the Guaranty, the Security Agreement and the other Transaction Documents, as may have been or may further be amended, constitute the legal, valid and binding obligation of each Obligor, enforceable against such Obligor in accordance with its terms;

 

(e) after giving effect to this Amendment, no Event of Default, or any event or condition which, with the passage of time or giving of notice or both, would constitute an Event of Default exists or shall exist immediately following the consummation of the transactions contemplated hereby;

 

(f) after giving effect to this Amendment, all representations and warranties by each Obligor contained in the Transaction Documents are true and correct in all material respects as of the date hereof, except to the extent made as of a specific date, in which case each such representation and warranty shall be true and correct as of such date; and

 

(g) by its signature below, each Obligor agrees that it shall constitute an Event of Default if any representation or warranty made herein is untrue or incorrect in any material respect as of the date when made or deemed made.

 

 

8. Agreement in Full Force and Effect as Amended. Except as specifically amended, consented and/or waived hereby, the Purchase Agreement and other Transaction Documents shall remain in full force and effect and are hereby ratified and confirmed as so amended. Except as expressly set forth herein, this Amendment shall not be deemed to be a waiver, amendment or modification of any provisions of the Purchase Agreement or any other Transaction Document or any right, power or remedy of Agent or Purchasers, nor constitute a waiver of any provision of the Purchase Agreement or any other Transaction Document, or any other document, instrument and/or agreement executed or delivered in connection therewith or of any Event of Default under any of the foregoing, in each case, whether arising before or after the date hereof or as a result of performance hereunder or thereunder. This Amendment also shall not preclude the future exercise of any right, remedy, power, or privilege available to Agent or Purchasers whether under the Purchase Agreement, the other Transaction Documents, at law or otherwise and nothing contained herein shall constitute a course of conduct or dealing among the parties hereto. This Amendment shall not constitute a novation or satisfaction and accord of the Purchase Agreement and/or other Transaction Documents, but shall constitute an amendment thereof. The parties hereto agree to be bound by the terms and conditions of the Purchase Agreement and Transaction Documents as amended by this Amendment, as though such terms and conditions were set forth herein. Each reference in the Purchase Agreement to “this Agreement,” “hereunder,” “hereof,” “herein” or words of similar import shall mean and be a reference to the Purchase Agreement as amended by this Amendment. All references to the Purchase Agreement in any Transaction Document shall be deemed to mean the Purchase Agreement as modified hereby and all references to the Notes in any Transaction Document shall be deemed to mean the Notes as modified hereby.

 

9. Counterparts. This Amendment may be executed by one or more of the parties to this Amendment on any number of separate counterparts, each of which when so executed, shall be deemed an original and all said counterparts when taken together shall be deemed to constitute but one and the same instrument.

 

10. Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of Obligors and their successors and assigns and Agent and Purchasers and their respective successors and assigns.

 

11. Further Assurance. Company hereby agrees from time to time, as and when requested by Agent, to execute and deliver or cause to be executed and delivered, all such documents, instruments and agreements and to take or cause to be taken such further or other action as Agent may reasonably deem necessary or desirable in order to carry out the intent and purposes of this Amendment, the Purchase Agreement and the other Transaction Documents.

 

12. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES.

 

13. Severability. Wherever possible, each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Amendment.

 

 

14. Reaffirmation. Each Obligor as debtor, grantor, pledgor, guarantor, assignor, or in other any other similar capacity in which such Obligor grants liens or security interests in its property or otherwise acts as accommodation party or guarantor, as the case may be, hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under each of the Transaction Documents to which it is a party (after giving effect hereto) and (ii) to the extent such Obligor granted liens on or security interests in any of its property pursuant to any such Transaction Document as security for or otherwise guaranteed the Obligations under or with respect to the Transaction Documents, ratifies and reaffirms such guarantee and grant of security interests and liens and confirms and agrees that such security interests and liens hereafter secure all of the Obligations as amended hereby. Each Obligor hereby consents to this Amendment and acknowledges that each of the Transaction Documents remains in full force and effect and is hereby ratified and reaffirmed. Except as expressly set forth herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of Agent or Purchasers, constitute a waiver of any provision of any of the Transaction Documents or serve to effect a novation of the Obligations.

 

15. Waiver of Claims. Each Obligor hereby acknowledges and agrees that it has no offsets, defenses, causes of action, suits, damages, claims, or counterclaims against Agent, any Purchaser, or any of their respective officers, directors, employees, attorneys, agents, representatives, subsidiaries, affiliates, predecessors, successors, and assigns (collectively, the “Released Parties”) with respect to the Obligations, the Transaction Documents, any Collateral for the Obligations, or any contracts, promises, commitments or other agreements related to the Transaction Documents, and that if any Obligor now has, or ever did have, any offsets, defenses, causes of action, suits, damages, claims, or counterclaims against one or more of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Amendment, all of them are hereby expressly WAIVED, and each Borrower and Parent hereby RELEASES the Released Parties from any liability therefor.

 

[Remainder of Page Intentionally Left Blank; Signature Page Follow]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed by their respective officers thereunto duly authorized, as of the date first above written.

 

	AGENT:
	Leonite Capital LLC
	By:	/s/ Avi Geller
	Name:	Avi Geller
	Title:	Chief Investment Officer
	PURCHASERS:
	Leonite capital llc
	By:	/s/ Avi Geller
	Name:	Avi Geller
	Title:	Chief Investment Officer
	SILAC Insurance Company
	By:	/s/ Chandra R. Patel
	Name:	Chandra R. Patel
	Title:	Authorized signatory

 

[Signature Page to Second Amendment to Note Purchase Agreement]

 

 

	COMPANY:
	1847 holdings llc
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Chief Executive Officer
	GUARANTORS:
	1847 wolo inc.
	1847 cabinet inc.
	Kyle’s custom wood shop, inc.
	High mountain door & trim inc.
	Sierra homes llc
	Wolo industrial horn & signal, inc.
	Wolo mfg. Corp.
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Executive Chairman
	SUBJECT GUARANTORS:
	1847 asien inc.
	Asien’s Appliances, Inc.
	By:	/s/ Ellery W. Roberts
	Name:	Ellery W. Roberts
	Title:	Executive Chairman

 

[Signature Page to Second Amendment to Note Purchase Agreement]

 

Exhibit 21.1

 

LIST OF SUBSIDIARIES

 

Name of Subsidiary		Jurisdiction of Organization		Percentage of Ownership
1847 Cabinet Inc.		Delaware			92.5	%
Kyle’s Custom Wood Shop, Inc.		Idaho			100.0	%
Sierra Homes, LLC		Nevada			92.5	%
1847 CMD Inc.		Delaware			100.0	%
CMD Inc.		Nevada			100.0	%
CMD Finish Carpentry, LLC		Nevada			100.0	%
1847 Wolo Inc.		Delaware			92.4	%
Wolo Mfg. Corp.		New York			100.0	%
Wolo Industrial Horn & Signal, Inc.		New York			100.0	%
1847 HQ Inc.		Delaware			100.0	%

 

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

As independent registered public accountants, we hereby consent to the incorporation by reference of our report dated April 25, 2024 (September 18, 2024, as to the effects of the reverse stock split described in Note 2), with respect to the consolidated financial statements of 1847 Holding LLC as of and for the years ended December 31, 2023, and 2022, in this Registration Statement on Form S-1. We also consent to the reference of our firm under the caption “Experts” in this registration statement.

 

/s/ Sadler, Gibb & Associates, LLC

 

Draper, UT

February 14, 2025

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

As independent registered public accountants, we hereby consent to the incorporation by reference of our report dated February 14, 2025, with respect to the consolidated financial statements of CMD Inc. as of and for the years ended December 31, 2023, and 2022, in this Registration Statement on Form S-1. We also consent to the reference of our firm under the caption “Experts” in this registration statement.

 

/s/ Sadler, Gibb & Associates, LLC

 

Draper, UT

February 14, 2025

Exhibit 107

 

Calculation of Filing Fee Tables

 

	Form S-1
	(Form Type)

 

	1847 HOLDINGS LLC
	(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

		Security Type		Security Class Title		Fee Calculation or Carry Forward Rule		Amount Registered(1)				Proposed Maximum Offering Price Per Unit(2)				Maximum Aggregate Offering Price				Fee Rate				Amount of Registration Fee
Fees to Be Paid		Equity		Common Shares		457(c)			3,437,210			$	0.187			$	642,758.27				0.00015310			$	$98.40
Fees to Be Paid		Equity		Common Shares issuable upon exercise of warrants		457(c)			476,793,980			$	0.187			$	89,160,474.26				0.00015310			$	13,650.47
		Total Offering Amounts														$	89,803,232.46							$	13,748.87
		Total Fees Previously Paid																						$	0.00
		Total Fee Offsets																						$	0.00
		Net Fee Due																						$	13,748.87

 

(1)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, the registrant is also registering hereunder an indeterminate number of common shares that may be issued and resold resulting from share splits, share dividends or similar transactions.

 

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the registrant’s common shares reported on NYSE American on February 12, 2025.

 

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