S-1/A: 1847 Holdings Files Amended S-1 to Register Over 778 Million Shares Amid NYSE Delisting and Significant Dilution Concerns

1847 Holdings LLC has filed an amended registration statement to register 778.5 million common shares for resale by selling shareholders, following its delisting from NYSE American and facing substantial potential dilution from warrants.

Summary

• 1847 Holdings LLC, an acquisition holding company focused on small businesses, is registering 778,524,571 common shares for resale by selling shareholders.
• This includes 507,733,417 shares issuable upon the exercise of series A warrants (exercisable at $0.81 per share, with a zero exercise price option for 1.25 common shares) and 270,791,154 shares issuable upon the exercise of series B warrants (exercisable at $0.54 per share).
• The company will not receive any proceeds from the exercise of series A warrants due to the zero exercise price provision and does not anticipate receiving proceeds from the exercise of series B warrants in the foreseeable future.
• The company was formally delisted from NYSE American on July 9, 2025, due to a low selling price, with trading suspended since April 3, 2025; there is currently no public market for its common shares.
• An application has been filed to have common shares quoted on the OTCQB Venture Market, which is still in process.
• As of March 31, 2025, the company reported a shareholder equity deficiency of $95,560,794.
• The Floor Price for warrant exercise price adjustments was adjusted to $0.054 following shareholder approval on March 11, 2025.
• The number of common shares being registered for resale is significant in relation to the 32,303,735 common shares outstanding as of July 8, 2025, indicating substantial potential dilution.
• The company acquired CMD Inc. and CMD Finish Carpentry, LLC on December 16, 2024, and committed to a plan to sell Wolo Mfg. Corp. in 2025.

Sentiment

Score: 2

Explanation: The overall sentiment is highly negative due to the delisting from NYSE American, the absence of a current trading market, significant potential dilution from warrant exercises with no immediate proceeds for the company, and a substantial shareholder equity deficiency. While the company is pursuing an OTCQB listing and has a business strategy, the immediate financial and market challenges are severe.

Positives

• Acquired CMD Inc. and CMD Finish Carpentry, LLC on December 16, 2024, expanding its portfolio in finish carpentry and related services.
• Shareholder approval was obtained on March 11, 2025, for the issuance of common shares upon warrant exercise and related adjustments, fulfilling a condition of the private placement.

Negatives

• Delisted from NYSE American on July 9, 2025, due to low share price, with trading suspended since April 3, 2025, resulting in no current public market for common shares.
• Significant potential dilution from the registration of 778,524,571 common shares, especially compared to 32,303,735 shares outstanding, which could adversely affect the market price.
• The zero exercise price option for Series A warrants (1.25 shares per warrant) and potential for continuous Floor Price resets may amplify dilutive impact and exert downward pressure on the share price.
• Does not expect to receive any proceeds from the exercise of Series A warrants and does not anticipate proceeds from Series B warrants in the foreseeable future.
• A substantial shareholder equity deficiency of $95,560,794 as of March 31, 2025, must be remedied before considering an uplisting to a national securities exchange.
• The potential for substantial additional share issuance may hinder future financing and make the company a less attractive acquisition vehicle.

Risks

• There is currently no public market for common shares, making it difficult or impossible for investors to sell shares.
• Quotation on the OTCQB Venture Market, if approved, may result in a less liquid market, depress trading price, and adversely impact future capital raising ability due to lower requirements and regulation compared to an exchange.
• Inability to resolve the shareholder equity deficiency of $95,560,794 as of March 31, 2025, which is a prerequisite for considering an uplisting to a national securities exchange.
• Substantial dilution from the significant number of shares being registered for resale (778,524,571 common shares) relative to current outstanding shares (32,303,735).
• The zero exercise price provision in Series A warrants and potential for continuous Floor Price resets may amplify dilutive impact and result in continuous downward pressure on the trading price.
• The potential for issuance of a substantial number of additional shares upon warrant exercise may make it more difficult to obtain future financing or effect future acquisitions.
• Risk of liquidated damages (0.5% daily, increasing to 1.00% after 15 days) if the registration statement is not filed/effective or ceases to be effective as per the Registration Rights Agreement.

Future Outlook

The company plans to sell Wolo Mfg. Corp. in 2025. It intends to pursue an uplisting of common shares to NYSE American or another national securities exchange after remedying its current shareholder equity deficiency. The company does not anticipate receiving proceeds from warrant exercises in the foreseeable future.

Management Comments

• "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 increase 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 expect to improve our businesses over the long term through organic growth opportunities, add-on acquisitions and operational improvements."

Industry Context

1847 Holdings operates as an acquisition holding company, a model often employed by private equity firms to acquire and manage a portfolio of small businesses across diverse industries. This strategy aims to generate value through organic growth, add-on acquisitions, and operational improvements, offering investors exposure to a diversified portfolio of traditionally privately-held entities. The current delisting and significant dilution challenges highlight the inherent risks and capital intensity often associated with such roll-up strategies, particularly for smaller public entities navigating capital markets.

Corporate Governance

Related Party Transactions

• Ellery W. Roberts, Chief Executive Officer, is the sole manager of 1847 Partners LLC, which manages the company's day-to-day operations and receives quarterly management fees (0.5% of adjusted net assets) and a 20% profit allocation upon subsidiary sales.
• 1847 Partners LLC has entered into offsetting management services agreements with subsidiaries (1847 Cabinet, 1847 Wolo Inc., 1847 CMD Inc.) for additional fees.
• Bevilacqua PLLC (legal counsel) and Louis A. Bevilacqua (managing member of Bevilacqua PLLC) own common shares and interests in 1847 Partners Class A/B Member LLC, having received these as partial consideration for legal services.

Stakeholder Impact

• Shareholders face significant potential dilution from the large number of shares being registered for resale, especially from Series A warrants with a zero exercise price. Current shareholders also experience a loss of liquidity due to delisting from NYSE American and the absence of a public trading market. The substantial shareholder equity deficiency further impacts shareholder value.
• Investors (Purchasers of Units) in the private placement are now able to resell their shares, potentially at a fixed price of $0.07 per share until listed on OTCQB/OTCQX or a national exchange, or at market prices thereafter.
• The lack of immediate proceeds from warrant exercises means the company cannot rely on this offering for working capital or acquisitions in the near term. The management fee structure and profit allocation to the manager could impact the company's profitability and cash flow.

Next Steps

• Complete the application process for common shares to be quoted on the OTCQB Venture Market.
• Remedy the shareholder equity deficiency of $95,560,794 as of March 31, 2025.
• Consider a reverse share split, if necessary, to satisfy initial listing requirements for a national securities exchange after addressing the equity deficiency.
• Sell Wolo Mfg. Corp., expected to occur in 2025.

Key Dates

Recommendation

Keywords

1847 Holdings LLC, SEC Filing, S-1/A, Common Shares, Warrants, Dilution, Delisting, NYSE American, OTCQB Venture Market, Capital Raise, Private Placement, Shareholder Equity Deficiency, Acquisition Holding Company, Kyles Custom Wood Shop, Innovative Cabinets, Wolo Mfg. Corp., CMD Inc., Corporate Governance, Risk Factors