S-1/A: 1847 Holdings Files Amendment No. 1 to Form S-1 Registration Statement for Share Resale

Sentiment:

S-1/A Filing


1847 Holdings LLC has filed an amendment to its Form S-1 registration statement, primarily concerning the resale of common shares by selling shareholders.

Capital raiseOn December 16, 2024, the company issued and sold units to purchasers for gross proceeds of approximately $11.42 million.The units included common shares, pre-funded warrants, series A warrants, and series B warrants.The company may receive up to approximately $22.8 million from the exercise of series B warrants.

Summary

  • 1847 Holdings LLC filed Amendment No. 1 to its Form S-1 registration statement with the SEC on March 31, 2025.
  • The registration statement pertains to the potential resale of 480,231,190 common shares by selling shareholders.
  • These shares include 3,437,210 common shares already issued, 38,873,908 shares issuable upon exercise of pre-funded warrants, 285,600,046 shares issuable upon exercise of series A warrants, and 152,320,026 shares issuable upon exercise of series B warrants.
  • The company will not receive proceeds from the sale of shares by selling shareholders or the exercise of pre-funded and series A warrants, but will receive funds from the exercise of series B warrants.
  • The common shares are listed on NYSE American under the symbol EFSH, with the last reported sale price on March 28, 2025, at $0.1259 per share.
  • The selling shareholders may offer and sell the common shares from time to time in public or private transactions at fixed, market, related to market, or negotiated prices.
  • The company has filed the registration statement to register the shares issued to the purchasers, shares issuable upon exercise of pre-funded warrants, series A warrants and series B warrants.
  • The company's principal executive offices are located in New York, NY.

Sentiment

Score: 5

Explanation: The document is primarily a legal filing related to a share resale, so the sentiment is neutral. The company may receive proceeds from warrant exercises, which is a positive, but there are also risk factors associated with investing in the company's securities.

Positives

  • The company may receive up to approximately $22.8 million from the exercise of series B warrants, which will be used for working capital and other general corporate purposes.
  • Shareholders approved proposals at a special meeting on March 11, 2025.
  • The registration of shares allows selling shareholders to offer shares for resale from time to time.

Negatives

  • The company will not receive any proceeds from the sale of common shares by the selling shareholders or from the exercise of pre-funded warrants or series A warrants held by the selling shareholders.
  • Investing in the company's common shares involves a high degree of risk.
  • The company has a history of issuing securities that were not registered under the Securities Act.

Risks

  • Investing in the company's securities involves a high degree of risk, and investors should be able to bear a complete loss of their investment.
  • Additional risks and uncertainties not presently known to the company or that it currently deems immaterial may also affect its operations.
  • The company may not be able to specify with certainty all of the particular uses for the net proceeds to be received upon exercise of the series B warrants.

Future Outlook

The company expects to use the net proceeds from the exercise of the series B warrants for working capital and other general corporate purposes, and may also use a portion of the net proceeds to acquire, license or invest in complementary products, technologies or businesses.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it generally reflects the capital-raising activities and market dynamics faced by small businesses in various industries.

Stakeholder Impact

  • Selling shareholders will be able to sell their shares.
  • The company may receive proceeds from the exercise of series B warrants, which will be used for working capital and other general corporate purposes.

Next Steps

  • The selling shareholders may offer and sell the common shares from time to time.
  • The company will use the net proceeds from the exercise of the series B warrants for working capital and other general corporate purposes.

Key Dates

DateDescription
1965Wolo Mfg. Corp. was founded.
December 23, 2022Record date for common shareholders to receive warrants as a dividend.
January 3, 2023Warrant agent agreement with VStock Transfer, LLC.
October 30, 2024Issuance of series A and series B warrants to investors.
December 13, 2024Date of the securities purchase agreement with certain purchasers.
December 16, 2024Issuance and sale of units to purchasers, including common shares, pre-funded warrants, series A warrants, and series B warrants.
March 11, 2025Special meeting of shareholders where proposals were approved.
March 28, 2025Last reported sale price of common shares on NYSE American was $0.1259 per share.
March 31, 2025Date of Amendment No. 1 to Form S-1 filing.

Keywords

common shares, warrants, registration statement, selling shareholders, 1847 Holdings, resale, securities, EFSH

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