PROSPECTUS
SUMMARY
This
summary highlights selected information that is presented in greater detail elsewhere, or incorporated by reference, in this prospectus.
It does not contain all of the information that may be important to you and your investment decision. Before investing in our securities,
you should carefully read this entire prospectus, including the matters set forth in the section of this prospectus titled “Risk
Factors” and the financial statements and related notes and other information that we incorporate by reference herein, including
our Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q. Unless the context indicates otherwise, references in this prospectus
to “we,” “us,” “our” and “our company” refer, collectively, to 1847 Holdings LLC and
its subsidiaries taken as a whole.
Our
Company
Overview
We
are an acquisition holding company focused on acquiring and managing a group of small businesses, which we characterize as those that
have an enterprise value of less than $50 million, in a variety of different industries headquartered in North America.
Through
our structure, we offer investors an opportunity to participate in the ownership and growth of a portfolio of businesses that traditionally
have been owned and managed by private equity firms, private individuals or families, financial institutions or large conglomerates.
We believe that our management and acquisition strategies will allow us to achieve our goals to make and grow regular distributions
to our common shareholders and increasing common shareholder value over time.
We
seek to acquire controlling interests in small businesses that we believe operate in industries with long-term macroeconomic growth opportunities,
and that have positive and stable earnings and cash flows, face minimal threats of technological or competitive obsolescence and have
strong management teams largely in place. We believe that private company operators and corporate parents looking to sell their businesses
will consider us to be an attractive purchaser of their businesses. We make these businesses our majority-owned subsidiaries and actively
manage and grow such businesses. We expect to improve our businesses over the long term through organic growth opportunities, add-on
acquisitions and operational improvements.
Our
Businesses
Retail
and Appliances
Our retail
and appliances business is operated by Asien’s Appliance, Inc., a California corporation, or Asien’s. This business segment,
which was acquired in the second quarter of 2020, accounted for approximately 41.6% and 87.2% of our total revenues for the years ended
December 31, 2021 and 2020, respectively.
Since
1948, we have been providing a wide variety of appliance services, including sales, delivery/installation, in-home service and repair,
extended warranties, and financing in the North Bay area of Sonoma County, California. Our main focus is delivering personal sales and
exceptional service to our customers at competitive prices. We operate one of the area’s oldest appliance stores and are well known
and highly respected throughout the North Bay area. We have strong, established relationships with customers and contractors in the community.
We provide products and services to a diverse group of customers, including homeowners, builders, and designers. As a member of BrandSource,
a buying group that offers vendor programs, factory direct deals, marketing support, opportunity buys, close-outs, consumer rebates,
finance offers, and similar benefits, we offer a full line of top brands from U.S. and international manufacturers.
Custom
Carpentry
Our custom
carpentry business is operated through our subsidiaries Kyle’s Custom Wood Shop, Inc., an Idaho corporation, or Kyle’s, High
Mountain Door & Trim Inc., a Nevada corporation, or High Mountain, and Sierra Homes, LLC d/b/a Innovative Cabinets & Design,
a Nevada limited liability company, or Innovative Cabinets. Kyle’s was acquired in the third quarter of 2020 and High Mountain
and Innovative Cabinets were acquired in the fourth quarter of 2021. This business segment accounted for approximately 39.8% and 12.8%
of our total revenues for the years ended December 31, 2021 and 2020, respectively.
Kyle’s
is a leading custom cabinetry maker servicing contractors and homeowners since 1976 in Boise, Idaho and the surrounding area. Headquartered
in Reno, Nevada and founded in 2014, High Mountain specializes in all aspects of finished carpentry products and services. Headquartered
in Reno, Nevada and founded in 2008, Innovative Cabinets specializes in custom cabinetry and countertops for a client base consisting
of single-family homeowners, builders of multi-family homes, as well as commercial clients. Through these subsidiaries, we specialize
in all aspects of finished carpentry products and services, including doors, door frames, base boards, crown molding, cabinetry, bathroom
sinks and cabinets, bookcases, built-in closets, and fireplace mantles, among others. We also install windows and kitchen countertops.
We primarily service large homebuilders and homeowners of single-family homes and commercial and multi-family developers in the greater
Reno-Sparks-Fernley metro area in Nevada and in the Boise, Idaho area.
Automotive
Supplies
Our
automotive supplies business is operated by Wolo Mfg. Corp., a New York corporation, and Wolo Industrial Horn & Signal, Inc., a New
York corporation (which we collectively refer to as Wolo). This business segment, which was acquired at the end of the first quarter
of 2021, accounted for approximately 18.6% of our total revenues for the year ended December 31, 2021.
Our
automotive supplies business is headquartered in Deer Park, New York and was founded in 1965. We design and sell horn and safety products
(electric, air, truck, marine, motorcycle and industrial equipment), and offer vehicle emergency and safety warning lights for cars,
trucks, industrial equipment and emergency vehicles. Focused on the automotive and industrial after-market, we sell our products to big-box
national retail chains, through specialty and industrial distributors, as well as on- line/mail order retailers and original equipment
manufacturers.
Our
Manager
We
have engaged 1847 Partners LLC, which we refer to as our manager, to manage our day-to-day operations and affairs, oversee the management
and operations of our businesses and perform certain other services on our behalf, subject to the oversight of our board of directors.
Ellery W. Roberts, our Chief Executive Officer, is the sole manager of our manager and, as a result, our manager is an affiliate of Mr.
Roberts.
We
have entered into a management services agreement with our manager, pursuant to which we are required to pay our manager a quarterly
management fee equal to 0.5% (2.0% annualized) of our company’s adjusted net assets (as defined in the management services agreement)
for services performed. Pursuant to the management services agreement, we have agreed that our manager may, at any time, enter into offsetting
management services agreements with our businesses pursuant to which our manager may perform services that may or may not be similar
to management services. Any fees to be paid by one of our businesses pursuant to such agreements are referred to as offsetting management
fees and will offset, on a dollar-for-dollar basis, the management fee otherwise due and payable by us under the management services
agreement with respect to a fiscal quarter. Our manager has entered into offsetting management services agreements with our subsidiaries
1847 Asien Inc., 1847 Cabinet Inc. and 1847 Wolo Inc., which provide for the payment of quarterly management fees equal to the greater
of $75,000 or 2% of adjusted net assets; provided that the fee for 1847 Cabinet Inc. is the greater of $125,000 or 2% of adjusted net
assets. The management services agreement provides that the aggregate amount of offsetting management fees to be paid to our manager
with respect to any fiscal quarter shall not exceed the management fee to be paid to our manager with respect to such fiscal quarter.
Our
manager also owns all of our allocation shares, which are a separate class of limited liability company interests. The allocation shares
generally will entitle our manager to receive a 20% profit allocation upon the sale of a particular subsidiary, calculated based on whether
the gains generated by such sale (in excess of a high-water mark) plus certain historical profits of the subsidiary exceed an annual
hurdle rate of 8% (which rate is multiplied by the subsidiary’s average share of our consolidated net assets). Once such hurdle
rate has been exceeded, then the profit allocation becomes payable to our manager.
Corporate
Information
Our
principal executive offices are located at 590 Madison Avenue, 21st Floor, New York, NY 10022 and our telephone number is 212-417-9800.
We maintain a website at www.1847holdings.com. Asien’s maintains a website at www.asiensappliance.com, Kyle’s maintains a
website at www.kylescabinets.com, Wolo maintains a website at www.wolo-mfg.com and Innovative Cabinets maintains a website at www.innovativecabinetsanddesign.com.
Information available on our websites is not incorporated by reference in and is not deemed a part of this prospectus.
The
Offering
| Securities
offered: |
|
This
prospectus relates to 407,872 common shares issuable from time to time upon the exercise of outstanding warrants. |
| The warrants: |
|
On
January 3, 2023, we issued warrants for the purchase of 407,872 common shares as a dividend to holders of our common shares. Each
warrant entitles the holder to purchase common shares at an exercise price of $4.20 per share, subject to adjustment in certain circumstances.
The warrants were issued pursuant to a warrant agent agreement between us and VStock Transfer, LLC, as warrant agent. |
| Exercisability
of the warrants: |
|
The
warrants will become exercisable in whole or in part beginning on the later of (i) the date of effectiveness of the registration
statement of which this prospectus forms a part and (ii) January 3, 2024 and expire on January 3, 2026. |
| Redemption of warrants: |
|
We
may redeem the warrants at any time in whole or in part at $0.001 per share (subject to equitable adjustment to reflect stock splits,
stock dividends, stock combinations, recapitalizations and like occurrences) upon not less than 30 days’ prior written notice
to the registered holders of the warrants. If we elect to redeem only a portion of the outstanding warrants, we will make any such
partial redemption on a pro rata basis to all holders of the warrants based on the warrants they respectively own. In the event we
exercise our right to redeem the warrants, the warrants may be exercised until the close of business on the redemption date to the
extent the exercise of the warrants is otherwise permitted. |
| Transferability
of warrants: |
|
The
warrants may not be transferred except upon receipt of: (i) a written opinion of counsel for the transferring holder, which opinion
and counsel are acceptable to us, that the transferee is a person to whom the warrants may be transferred without registration and
without the delivery of a current prospectus under the Securities Act of 1933, as amended, or the Securities Act; (ii) a letter
acceptable to us from the transferee in which the transferee represents that the transferee is acquiring the warrants for the transferee’s
own account for investment purposes and not with a view to distribution, provides any other information and representations required
by is, and agrees to comply with the requirements of the warrants with respect to any disposition of the warrants; (iii) the
duly endorsed warrants; and (iii) payment of any applicable taxes. |
| Use of proceeds: |
|
We
will receive gross proceeds of approximately $1.7 million if all of the warrants are exercised. We will use the proceeds for working
capital and general corporate purposes. See “Use of Proceeds.” |
| Risk factors: |
|
Investing
in our securities involves a high degree of risk. As an investor, you should be able to bear a complete loss of your investment.
You should carefully consider the information set forth in the “Risk Factors” section beginning on page 4.
|
| Trading market
and symbol: |
|
Our
common shares are listing on NYSE American under the symbol “EFSH.” There is no public market for the warrants. |
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 Securities and Exchange Commission, or 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 receive gross proceeds of approximately $1.7 million if all of the warrants are exercised. 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 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 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.
DESCRIPTION
OF THE WARRANTS
General
We
issued the warrants on January 3, 2023 as a dividend to holders of record of our outstanding common shares as of a record date of December
23, 2022. Each holder of common shares received a warrant to purchase one (1) common share for every ten (10) common shares owned as
of the record date, with the number of shares underlying the warrant received rounded down to the nearest whole number.
The
warrants were issued by us pursuant to the warrant agent agreement, dated January 3, 2023, between us and VStock Transfer, LLC, or the
warrant agent. The following description of the warrants is only a summary and is qualified in its entirety by reference to the complete
text of the warrant agent agreement and the form of warrant attached thereto, which are filed or incorporated by reference as exhibits
to the registration statement of which this prospectus is a part.
Exercisability
Each
warrant represents the right to purchase common shares at an initial exercise price of $4.20 per share (subject to equitable adjustment
to reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences). We may at any time, at our option,
voluntarily reduce the then-current exercise price to such amount and for such period or periods of time which may be through the expiration
date as may be deemed appropriate by our board of directors. Cashless exercises of the warrants are not permitted. No fractional share
or cash in lieu thereof is required to be issued or paid upon the exercise of a warrant.
The
warrants will become exercisable in whole or in part beginning on the later of (i) the date of effectiveness of the registration statement
of which this prospectus forms a part and (ii) January 3, 2024 and expire on January 3, 2026.
No
issuance of common shares upon exercise of warrants shall be made unless there is a current prospectus covering such shares under an
effective registration statement under the Securities Act and registration or qualification of such shares (or an exemption therefrom)
has been obtained from the state or other regulatory authorities in the jurisdiction in which such shares are sold. We will use commercially
reasonable efforts to keep the registration statement of which this prospectus forms a part continuously effective from the date the
registration statement is first declared effective by the SEC through the expiration date or the earlier redemption of the warrants and
to keep the registration statement and prospectus included therein current while any of the warrants remain outstanding. We are not required
to keep the registration statement effective or current or any related prospectus current (i) if in our reasonable judgment the discrepancy
between the market price of the common shares and the exercise price of the warrants makes it unlikely that the warrants will be exercised
or (ii) following the close of business on the expiration date of the warrants or such earlier date upon which all warrants have been
exercised or redeemed in full.
Redemption
We
may redeem the warrants at any time in whole or in part at a redemption price of $0.001 per share (subject to equitable adjustment to
reflect stock splits, stock dividends, stock combinations, recapitalizations and like occurrences) upon not less than 30 days’
prior written notice to the registered holders of the warrants. If we elect to redeem only a portion of the outstanding warrants, we
will make any such partial redemption on a pro rata basis to all holders of the warrants based on the warrants they respectively own.
In the event we exercise our right to redeem the warrants, the warrants may be exercised until the close of business on the redemption
date to the extent the exercise of the warrants is otherwise permitted by the terms of the warrants.
Transferability
of Warrants
The
warrants may not be transferred except upon receipt of: (i) a written opinion of counsel for the transferring holder, which opinion and
counsel are acceptable to us, that the transferee is a person to whom the warrants may be transferred without registration and without
the delivery of a current prospectus under the Securities Act; (ii) a letter acceptable to us from the transferee in which the transferee
represents that the transferee is acquiring the warrants for the transferee’s own account for investment purposes and not with
a view to distribution, provides any other information and representations required by is, and agrees to comply with the requirements
of the warrants with respect to any disposition of the warrants; (iii) the duly endorsed warrants; and (iii) payment of any
applicable taxes.
Amendment
of Warrants
We
and the warrant agent may from time to time supplement or amend the warrants without the approval of the holders in order to cure any
ambiguity, manifest error or other mistake in the warrants, or to correct or supplement any provision contained therein that may be defective
or inconsistent with any other provision therein, or to make any other provisions in regard to matters or questions arising that we and
the warrant agent may deem necessary or desirable and that shall not adversely affect, alter or change the interests of the holders in
any material respect. Any supplement to or amendment of the warrants which may not be made by us and the warrant agent without the approval
of the holders shall require the approval of our company, the warrant agent and the holders entitled to purchase a majority of the shares
that may be purchased upon the exercise of all outstanding warrants at the time that such amendment or supplement is to be made. Notwithstanding
the foregoing, any amendment or supplement to the warrants which would provide for an adjustment to either (i) the number of shares purchasable
upon exercise of the warrants or (ii) the exercise price, in either case, in a manner not provided for in the warrants and in a manner
that would have a substantial negative impact on the holders, shall require the consent of the holders entitled to purchase upon exercise
thereof at least seventy-five percent (75%) of the shares which may be purchased upon the exercise of all outstanding warrants at the
time such amendment or supplement is to be made.
No
Rights as Shareholders
A
holder of unexercised warrants, in his or her capacity as such, is not entitled to any rights of a as a shareholder of our company, including,
without limitation, the right to vote or to receive dividends or other distributions.
DESCRIPTION
OF SHARE CAPITAL
The
description of our share capital is incorporated by reference to Exhibit 4.1 to our Annual Report on Form 10-K for the fiscal year ended
December 31, 2021 filed with the SEC on March 31, 2022.
PLAN
OF DISTRIBUTION
The
common shares are being offered upon exercise of the warrants. This prospectus will be delivered to all warrant holders of record, and
any supplement to this prospectus or any prospectus contained in an amendment to the registration statement of which this prospectus
forms a part will be provided to all warrant holders of record on the date the same is filed with or declared effective by the SEC, as
applicable.
We
have not entered into any agreements regarding stabilization activities with respect to our securities, and we are not aware of any existing
agreements between or among any shareholder, broker, dealer, underwriter, or agent relating to the sale or distribution of the common
shares offered by this prospectus.
LEGAL
MATTERS
The
validity of the securities offered hereby will be passed upon for us by Bevilacqua PLLC, Washington, DC.
Bevilacqua
PLLC owns 285,067 common shares and Louis A. Bevilacqua, the managing member of Bevilacqua PLLC, owns 84,375 common shares, together
representing approximately 9.06% of our outstanding common shares as of the date of this prospectus. Mr. Bevilacqua also owns approximately
9% of 1847 Partners Class A Member LLC and 10% of 1847 Partners Class B Member LLC, the owners of our manager. Mr. Bevilacqua received
these securities as partial consideration for legal services previously provided to us.
EXPERTS
The
financial statements of our company for the years ended December 31, 2021 and 2020, the combined financial statements of High Mountain
and Innovative Cabinets for the years ended December 31, 2020 and 2019, and the combined financial statements of Wolo for the years ended
December 31, 2020 and 2019 have been incorporated by reference in this prospectus in reliance upon the reports 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, 2021 filed with the SEC on March 31, 2022; |
| |
|
|
| |
● |
our Quarterly Reports on
Form 10-Q for the quarterly periods ended March 31, 2022, June 30, 2022 and September 30, 2022 filed with the SEC on May 16, 2022,
August 12, 2022 and November 14, 2022, respectively; |
| |
|
|
| |
● |
our Current Reports on
Form 8-K filed with the SEC on January 14, 2022, March 2, 2022, July 12, 2022, July 27, 2022, August 8, 2022, October 26, 2022, December 22, 2022 and January 9, 2023; and |
| |
|
|
| |
● |
the description of our
common shares contained in our amended Registration Statement on Form 8-A filed with the SEC on July 20, 2022, including any amendment
or report filed for the purpose of updating such description. |
You
may request a copy of these filings, at no cost, by writing or telephoning us at the following address:
1847
Holdings LLC
590
Madison Avenue, 21st Floor
New
York, NY 10022
Attn:
Secretary
(212)
417-9800
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item
14. 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 | |
$ | 88.10 | |
| Accounting fees and expenses | |
| 2,000.00 | |
| 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 | |
| 2,000.90 | |
| Total | |
$ | 27,089.00 | |
Item
15. 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 members; |
| ● | 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 members 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
16. Exhibits.
The
following exhibits are filed as part of this registration statement:
| 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) |
| 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 B Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 2, 2022) |
| 4.4 |
|
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) |
| 4.5 |
|
Form of Common Share Purchase Warrant relating to 2022 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 2, 2022) |
| 4.6 |
|
Form of Common Share Purchase Warrant relating to 2021 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 1, 2021) |
| 4.7 |
|
Form of Common Share Purchase Warrant relating to 2020 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 7, 2020) |
| 4.8 |
|
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) |
| 4.9 |
|
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) |
| 4.10 |
|
Common Share Purchase Warrant 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) |
| 4.11 |
|
Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on October 13, 2021) |
| 4.12 |
|
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 |
| 23.1 |
|
Consent of Sadler, Gibb & Associates, LLC for 1847 Holdings LLC |
| 23.2 |
|
Consent of Sadler, Gibb & Associates, LLC for Wolo Mfg. Corp. and Wolo Industrial Horn & Signal, Inc. |
| 23.3 |
|
Consent of Sadler, Gibb & Associates, LLC for High Mountain Door & Trim Inc. and Sierra Homes, LLC |
| 23.4 |
|
Consent of Bevilacqua PLLC (included Exhibit 5.1) |
| 24.1 |
|
Power of Attorney (included on the signature page of this registration statement) |
| 107 |
|
Exhibit Filing Fees |
Item
17. Undertakings
(a)
The undersigned registrant hereby undertakes:
(1)
to file, during any period in which offers or sales 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;
(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 Securities and Exchange Commission, or the Commission, pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii)
to include any 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 (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) 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 or Section 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, that are incorporated by reference in the
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2)
that, for the purpose of determining any liability under the Securities Act, 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)
that, for the purpose of determining liability under the Securities Act to any purchaser:
(i)
each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the
date the filed prospectus was deemed part of and included in the registration statement; and
(ii)
each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on
Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required
by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of
the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering
described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter,
such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement
to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. 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 effective date, 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 effective date.
(5)
that, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes 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:
(i)
any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii)
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;
(iii)
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
(iv)
any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(6)
that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s annual report pursuant
to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant
to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement 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.
(7)
to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture
Act.
(b)
Insofar as indemnification for liabilities arising under the Securities Act 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 Commission
such indemnification is against public policy as expressed in the Securities 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 Securities 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 certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and 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 1, 2023.
| |
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
1, 2023 |
| Ellery
W. Roberts |
|
(principal
executive officer) |
|
|
| |
|
|
|
|
| /s/
Vernice L. Howard |
|
Chief
Financial Officer
|
|
February
1, 2023 |
| Vernice
L. Howard |
|
(principal
financial and accounting officer) |
|
|
| |
|
|
|
|
| /s/
Robert D. Barry |
|
Director |
|
February
1, 2023 |
| Robert
D. Barry |
|
|
|
|
| |
|
|
|
|
| /s/
Clark R. Crosnoe |
|
Director |
|
February
1, 2023 |
| Clark
R. Crosnoe |
|
|
|
|
| |
|
|
|
|
| /s/
Paul A. Froning |
|
Director |
|
February
1, 2023 |
| Paul
A. Froning |
|
|
|
|
| |
|
|
|
|
| /s/
Tracy S. Harris |
|
Director |
|
February
1, 2023 |
| Tracy
S. Harris |
|
|
|
|
| |
|
|
|
|
| /s/
Glyn C. Milburn |
|
Director |
|
February
1, 2023 |
| Glyn
C. Milburn |
|
|
|
|
| |
|
|
|
|
| /s/
Lawrence X. Taylor |
|
Director |
|
February
1, 2023 |
| Lawrence
X. Taylor |
|
|
|
|
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