1847 Holdings raises $2.5M via 20% OID subordinated notes and warrants

On August 11, 2023, 1847 Holdings LLC (the “ Company ”) entered into a securities purchase agreement (the “ Purchase Agreement ”) with certain accredited investors (the “ Investors ”), pursuant to which the Company issued and sold to the Investors 20% OID subordinated promissory notes in the aggregate principal amount of $3,125,000 (the “ Notes ”) and warrants for the purchase of an aggregate of 4,098,361 common shares (the “ Warrants ”) for a total purchase price of $2,500,000 in a private placement transaction (the “ Private Placement ”).

The terms of the Warrants are set forth in a warrant agency agreement, dated August 11, 2023 (the “ Warrant Agreement ”), between the Company and VStock Transfer, LLC, the Company’s transfer agent.

In connection with the Private Placement, the Company also entered into a registration rights agreement (the “ Registration Rights Agreement ”) with the Investors, pursuant to which the Company agreed to file a registration statement to register all common shares underlying the Notes and the Warrants under the Securities Act of 1933, as amended (the “ Securities Act ”), within fifteen (15) days following an Event of Default and use its best efforts to cause such registration statement to be declared effective within ninety (90) days after the filing thereof.

Spartan Capital Securities, LLC (the “ Placement Agent ”) acted as placement agent in connection with the Private Placement pursuant to a letter agreement, dated August 11, 2023, between the Company and the Placement Agent (the “ Placement Agency Agreement ”), and received (i) a cash transaction fee equal to 6% of the aggregate gross proceeds, (ii) a non-accountable and non-reimbursable due diligence and expense fee equal to 1% of the aggregate gross proceeds and (iii) a 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 Notes and exercise of the Warrants at an exercise price of $0.2013 per share (subject to adjustment) (the “ Placement Agent Warrant ”).