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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 7, 2023 (August 31, 2023)
1847
Holdings LLC |
(Exact name of registrant as specified in its charter) |
Delaware |
|
001-41368 |
|
38-3922937 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
590 Madison Avenue, 21st Floor, New York, NY |
|
10022 |
(Address of principal executive offices) |
|
(Zip Code) |
(212) 417-9800 |
(Registrant’s telephone number, including area code) |
|
(Former name or former address, if changed since last report.) |
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
Common Shares |
|
EFSH |
|
NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging Growth Company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on February 3, 2023,
1847 Holdings LLC (the “Company”) issued to Mast Hill Fund, L.P. (“Mast Hill”) a promissory note
in the principal amount of $104,000 (the “Mast Hill February 3 Note”) and issued to Leonite Fund I, LP (“Leonite”)
a promissory note in the principal amount of $500,000 (the “Leonite February 3 Note”).
As previously disclosed, on February 9, 2023,
the Company issued a promissory note in the principal amount of $1,390,909 to Mast Hill (the “Mast Hill February 9 Note”)
and a promissory note in the principal amount of $1,166,667 to Leonite (the “Leonite February 9 Note”).
As previously disclosed, on February 22,
2023, the Company issued a promissory note in the principal amount of $878,000 to Mast Hill (the “Mast Hill February 22 Note,”
and together with the Mast Hill February 3 Note, the Leonite February 3 Note, the Mast Hill February 9 Note and the Leonite February 9
Note, the “Notes”).
As previously disclosed, on August 4, 2023, August
9, 2023 and August 10, 2023, the Company received notices from Mast Hill and Leonite that an Event of Default (as defined in the Notes)
had occurred under the Notes for failure to make certain payments when due. Notwithstanding the foregoing, Mast Hill and Leonite agreed
that they would not require any payments in cash for the over-due amounts or accelerate the payments due under the Notes for a period
of 60 days. Since an Event of Default occurred, Mast Hill and Leonite had the right to convert the Notes, including the over-due amounts
and default interest and penalties, into common shares at their election.
Following the receipt of such notices, Mast Hill
converted the Mast Hill February 3 Note and Leonite converted the February 3 Note. Accordingly, the Mast Hill February 3 Note and Leonite
February 3 Note have been terminated. In addition, Mast Hill partially converted the Mast Hill February 9 Note and Leonite partially converted
the Leonite February 9 Note.
On August 31, 2023, the Company, Mast Hill and
Leonite entered into amendments to the Mast Hill February 9 Note, the Leonite February 9 Note and the Mast Hill February 22 Note (the
“Amendments”), pursuant to which the parties agreed to extend the maturity date of the remaining Notes to August 31,
2024 and the Company agreed to make monthly payments commencing on September 30, 2023, as further described in the Amendments. Mast Hill
and Leonite also agreed not to convert any portion of the remaining Notes as long as the Company makes these payments when due. As consideration
for Mast Hill and Leonite’s entry into the Amendments, the Company agreed to pay Mast Hill and Leonite an amendment fee equal to
10% of the principal amounts of the remaining Notes within one (1) business day.
The foregoing description of the Amendments does
not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments filed as exhibits to this
report, which are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
|
Description of Exhibit |
10.1 |
|
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 3, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 9, 2023) |
10.2 |
|
Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 3, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2023) |
10.3 |
|
Letter Agreement, dated August 4, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on August 10, 2023) |
10.4 |
|
Letter Agreement, dated August 4, 2023, between Leonite Fund I, LP and 1847 Holdings LLC (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on August 10, 2023) |
10.5 |
|
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 9, 2023 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on February 13, 2023) |
10.6 |
|
Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on February 13, 2023) |
10.7 |
|
Letter Agreement, dated August 9, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on August 10, 2023) |
10.8 |
|
Letter Agreement, dated August 9, 2023, between Leonite Fund I, LP and 1847 Holdings LLC (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on August 10, 2023) |
10.9 |
|
Letter Agreement, dated August 31, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC |
10.10 |
|
Letter Agreement, dated August 31, 2023, between Leonite Fund I, LP and 1847 Holdings LLC |
10.11 |
|
Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 22, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 28, 2023) |
10.12 |
|
Letter Agreement, dated August 10, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on August 10, 2023) |
10.13 |
|
Letter Agreement, dated August 31, 2023, between Mast Hill Fund, L.P. and 1847 Holdings LLC |
104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: September 7, 2023 |
1847 HOLDINGS LLC |
|
|
|
/s/ Ellery W. Roberts |
|
Name: |
Ellery W. Roberts |
|
Title: |
Chief Executive Officer |
2
Exhibit 10.9
1847 HOLDINGS LLC
590 Madison Avenue, 21st
Floor
New York, NY 10022
August 31, 2023
Mast Hill Fund, L.P.
48 Parker Road
Wellesley, MA 02482
Attn: Patrick Hassani
Mr. Hassani:
Reference is
made to that certain Promissory Note in the principal amount of $1,390,908.59 issued by 1847 Holdings LLC (the “Company”)
to Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) on February 9, 2023 (the “Note”).
We also refer to that certain letter agreement, dated August 9, 2023, between the Company and the Holder. Capitalized terms used but not
defined herein shall have the meaning ascribed to them in the Note.
In accordance
with Section 4.3 of the Note, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Holder desire to amend the Note as set forth below.
The definition of “Maturity Date” is
hereby amended to read “August 31, 2024.”
Section 4.16 of the Note is hereby amended and restated in its entirety to read
as follows:
“4.16 Amortization Payments.
(a)
In addition to all other payment obligations under this Note, Borrower shall also make the following amortization payments (each an
“Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following
table:
Payment Date: | |
Payment Amount: |
|
09/30/2023 | |
$ | 2,186 | |
10/31/2023 | |
$ | 2,234 | |
11/30/2023 | |
$ | 2,162 | |
12/31/2023 | |
$ | 2,234 | |
01/31/2024 | |
$ | 2,234 | |
02/29/2024 | |
$ | 2,090 | |
03/31/2024 | |
$ | 38,771 | |
04/30/2024 | |
$ | 38,339 | |
05/31/2024 | |
$ | 38,027 | |
06/30/2024 | |
$ | 37,618 | |
07/31/2024 | |
$ | 37,282 | |
08/31/2024 | |
$ | 36,909 | |
(b)
Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless
the Company fails to make an Amortization Payment when due.”
In consideration
for the amendments described herein, the Company hereby agrees to pay to the Holder a fee of $21,931.90 (the “Amendment Fee”)
within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the payments due under
the Note as set forth above.
Except as amended as set forth above, the Note shall continue
in full force and effect.
By signing
below, the parties hereto hereby consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee as consideration
therefor, as set forth herein.
|
Very truly yours, |
|
|
|
|
1847 HOLDINGS LLC |
|
|
|
|
By: |
/s/ Ellery W. Roberts |
|
Name: |
Ellery W. Roberts |
|
Title: |
Chief Executive Officer |
AGREED AND ACKNOWLEDGED: |
|
|
|
|
MAST HILL FUND, L.P. |
|
|
|
|
By: |
/s/ Patrick Hassani |
|
Name: |
Patrick Hassani |
|
Title: |
Chief Investment Officer |
|
Exhibit 10.10
1847 HOLDINGS LLC
590 Madison Avenue, 21st
Floor
New York, NY 10022
August 31, 2023
Leonite Fund I, LP
1 Hillcrest Center Dr, Suite 232
Spring Valley, NY 10977
Mr. Geller:
Reference is made
to that certain Promissory Note in the principal amount of $612,738 issued by 1847 Holdings LLC (the “Company”) to
Leonite Fund I, LP (the “Holder”) on February 9, 2023 (the “Note”). We also refer to that certain
letter agreement, dated August 9, 2023, between the Company and the Holder. Capitalized terms used but not defined herein shall have the
meaning ascribed to them in the Note.
In accordance
with Section 4.3 of the Note, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Holder desire to amend the Note as set forth below.
The definition of “Maturity Date” is
hereby amended to read “August 31, 2024.”
Section 4.16 of the Note is hereby amended and restated in its entirety to read
as follows:
“4.16 Amortization
Payments.
(a)
In addition to all other payment obligations under this Note, Borrower shall also make the following amortization payments (each an
“Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following
table:
Payment Date: | |
Payment Amount: |
|
09/30/2023 | |
$ | 5,842 | |
10/31/2023 | |
$ | 6,245 | |
11/30/2023 | |
$ | 6,043 | |
12/31/2023 | |
$ | 6,245 | |
01/31/2024 | |
$ | 6,245 | |
02/29/2024 | |
$ | 5,842 | |
03/31/2024 | |
$ | 108,368 | |
04/30/2024 | |
$ | 107,159 | |
05/31/2024 | |
$ | 106,286 | |
06/30/2024 | |
$ | 105,145 | |
07/31/2024 | |
$ | 104,205 | |
08/31/2024 | |
$ | 103,164 | |
(b)
Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless
the Company fails to make an Amortization Payment when due.”
In consideration for the amendments
described herein, the Company hereby agrees to pay to the Holder a fee of equal to 10% of balance (the “Amendment
Fee”) within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the
payments due under the Note as set forth above.
Except as amended as set forth above, the Note shall continue
in full force and effect.
By signing below, the parties hereto hereby
consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee as consideration therefore, as set forth herein.
|
Very truly yours, |
|
|
|
|
1847 HOLDINGS LLC |
|
|
|
|
By: |
/s/ Ellery W. Roberts |
|
Name: |
Ellery W. Roberts |
|
Title: |
Chief Executive Officer |
AGREED AND ACKNOWLEDGED: |
|
|
|
|
LEONITE FUND I, LP |
|
By: Leonite Advisors LLC, its Manager |
|
|
|
|
By: |
/s/ Avi Geller |
|
Name: |
Avi Geller |
|
Title: |
Managing Member |
|
Exhibit 10.13
1847
HOLDINGS LLC
590
Madison Avenue, 21st Floor
New York, NY 10022
August
31, 2023
Mast
Hill Fund, L.P.
48
Parker Road
Wellesley,
MA 02482
Attn: Patrick Hassani
Mr.
Hassani:
Reference
is made to that certain Promissory Note in the principal amount of $878,000 issued by 1847 Holdings LLC (the “Company”)
to Mast Hill Fund, L.P., a Delaware limited partnership (the “Holder”) on February 22, 2023 (the “Note”).
We also refer to that certain letter agreement, dated August 10, 2023, between the Company and the Holder. Capitalized terms used but
not defined herein shall have the meaning ascribed to them in the Note.
In
accordance with Section 4.3 of the Note, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the Company and the Holder desire to amend the Note as set forth below.
The
definition of “Maturity Date” is hereby amended to read “August 31, 2024.”
Section 4.16 of the Note is hereby
amended and restated in its entirety to read as follows:
“4.16 Amortization
Payments.
(a)
In addition to all other payment obligations under this Note, Borrower shall also make the following amortization payments (each an
“Amortization Payment”) in cash to the Holder towards the repayment of this Note, as provided in the following
table:
Payment Date: | |
Payment Amount: |
|
09/30/2023 | |
$ | 19,047 | |
10/31/2023 | |
$ | 7,671 | |
11/30/2023 | |
$ | 7,424 | |
12/31/2023 | |
$ | 7,671 | |
01/31/2024 | |
$ | 7,671 | |
02/29/2024 | |
$ | 7,176 | |
03/31/2024 | |
$ | 133,115 | |
04/30/2024 | |
$ | 131,630 | |
05/31/2024 | |
$ | 130,558 | |
06/30/2024 | |
$ | 129,156 | |
07/31/2024 | |
$ | 128,001 | |
08/31/2024 | |
$ | 126,722 | |
(b)
Notwithstanding anything to the contrary in the Note, the Holder agrees not to convert this Note pursuant to Article I hereof unless
the Company fails to make an Amortization Payment when due.”
In
consideration for the amendments described herein, the Company hereby agrees to pay to the Holder a fee of $76,453.60 (the “Amendment
Fee”) within one (1) business day of the date hereof. For the avoidance of doubt, the Amendment Fee is in addition to the payments
due under the Note as set forth above.
Except
as amended as set forth above, the Note shall continue in full force and effect.
By
signing below, the parties hereto hereby consent and agree to amend the terms of the Note and the Holder agrees to the Amendment Fee
as consideration therefor, as set forth herein.
|
Very truly yours, |
|
|
|
|
1847 HOLDINGS LLC |
|
|
|
|
By: |
/s/ Ellery W. Roberts |
|
Name: |
Ellery W. Roberts |
|
Title: |
Chief Executive Officer |
AGREED AND ACKNOWLEDGED: |
|
|
|
|
MAST HILL FUND, L.P. |
|
|
|
|
By: |
/s/ Patrick Hassani |
|
Name: |
Patrick Hassani |
|
Title: |
Chief Investment Officer |
|
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1847 (AMEX:EFSH)
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