Item
1.01 Entry into a Material Definitive Agreement.
As previously disclosed, on September 30, 2020,
1847 Cabinet Inc. (“1847 Cabinet”), a subsidiary of 1847 Holdings LLC (the “Company”), issued an
8% vesting promissory note in the principal amount of up to $1,260,000 (the “Vesting Note”) to Stephen Mallatt, Jr.
and Rita Mallatt (the “Vesting Note Holders”). On July 26, 2022, 1847 Cabinet, the Company and the Vesting Note Holders
entered into a conversion agreement (the “Vesting Note Conversion Agreement”), pursuant to which the parties agreed
to convert $797,221 of the Vesting Note into a number of common shares of the Company (the “Vesting Note Conversion Shares”)
equal to such conversion amount divided by the price per share of the Company’s common shares sold in the Company’s proposed
public offering, as set forth in the Registration Statement on Form S-1 (File No. 333-259011) initially filed by the Company with the
Securities and Exchange Commission (the “SEC”) on August 23, 2021 (as may be amended from time to time, the “Registration
Statement”), with such conversion to be effective on the date that the Registration Statement is declared effective by the SEC.
In addition, the Vesting Note was cancelled and 1847 Cabinet agreed to pay a sum of $558,734 to the Vesting Note Holders on or prior to
October 1, 2022.
As previously disclosed, on October 8, 2021, 1847
Cabinet issued 6% subordinated convertible promissory notes in the aggregate principal amount of $5,880,345 (the “Subordinated
Notes”) to Steven J. Parkey and Jose D. Garcia-Rendon (the “Subordinated Note Holders”). On July 26, 2022,
1847 Cabinet, the Company and the Subordinated Note Holders entered into conversion agreements (the “Subordinated Note Conversion
Agreements”), pursuant to which the parties agreed to convert an aggregate of $3,360,000 of the Subordinated Notes into a number
of common shares of the Company (the “Subordinated Note Conversion Shares”) equal to such conversion amount divided
by the price per share of the Company’s common shares sold in the Company’s proposed public offering, as set forth in the
Registration Statement, with such conversion to be effective on the date that the Registration Statement is declared effective by the
SEC.
On July 26, 2022, the Company also entered into
a conversion agreement (the “BPLLC Conversion Agreement”) with Bevilacqua PLLC, the Company’s outside securities
counsel (“BPLLC”), pursuant to which BPLLC agreed to convert $1,197,280 of the accounts payable owed to it into a number
of common shares of the Company (the “BPLLC Conversion Shares”) equal to such conversion amount divided by the price
per share of the Company’s common shares sold in the Company’s proposed public offering, as set forth in the Registration
Statement, with such conversion to be effective on the date that the Registration Statement is declared effective by the SEC.
The foregoing description of the Vesting Note
Conversion Agreement, the Subordinated Note Conversion Agreements and the BPLLC Conversion Agreement does not purport to be complete and
is qualified in its entirety by reference to the full text of those documents filed as Exhibits 10.2, 10.4, 10.6 and 10.7 to this report,
which are incorporated herein by reference.