DEF 14A 1 ea0228552-def14a_1847hold.htm DEFINITIVE PROXY STATEMENT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

1847 HOLDINGS LLC

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required

☐	Fee paid previously with preliminary materials

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a–6(i)(1) and 0–11.

1847 HOLDINGS LLC

260 Madison Avenue, 8th Floor

New York, NY 10016

January 23, 2025

Dear Fellow Shareholders:

You are cordially invited to attend a Special Meeting of Shareholders (the “Special Meeting”) of 1847 Holdings LLC (“we,” “us,” “our” or the “Company”) that will be held on March 11, 2025 at 2:00 p.m. Eastern Time, and any postponement, adjournment or continuation thereof. We will hold the Special Meeting in a virtual format via live webcast at https://agm.issuerdirect.com/efsh.

Details of the business to be conducted at the Special Meeting are given in the accompanying Notice of Special Meeting of Shareholders and the Proxy Statement. The Proxy Statement was first sent or given to our shareholders on or about January 24, 2025. You should also have received a proxy card or voting instruction form and postage-paid return envelope, which are being solicited on behalf of our Board of Directors.

After reading the Notice of Special Meeting of Shareholders and the Proxy Statement, please mark your votes on the accompanying proxy card or voting instruction form, sign it and promptly return it in the accompanying postage-paid envelope. You may also vote by Internet or telephone as instructed in the Proxy Statement or on the proxy card or voting instruction form. Please vote by whichever method is most convenient for you to ensure that your shares are represented at the Special Meeting.

It is important that your shares be represented and voted at the Special Meeting. Whether or not you plan to attend the Special Meeting, please vote as soon as possible. Returning the proxy card or voting instruction form or voting by Internet or telephone does not deprive you of your right to attend the Special Meeting virtually and to vote your shares at the Special Meeting. Voting now will not limit your right to change your vote or to attend the Special Meeting.

Thank you for your ongoing support.

Sincerely yours,

/s/ Ellery W. Roberts
Ellery W. Roberts
Chairman and CEO

1847 Holdings LLC

Proxy Statement

1847 HOLDINGS LLC

260 Madison Avenue, 8th Floor

New York, NY 10016

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

TO BE HELD ON MARCH 11, 2025

To the Shareholders of 1847 Holdings LLC:

NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the “Special Meeting”) of 1847 Holdings LLC (“we,” “us,” “our” or the “Company”) will be held on March 11, 2025 at 2:00 PM Eastern Time. The Special Meeting will be a virtual shareholder meeting conducted via live webcast at https://agm.issuerdirect.com/efsh. The purpose of the Special Meeting will be the following:

To approve the issuance of all common shares that may be issued upon the exercise of pre-funded warrants to purchase common shares, series A warrants to purchase common shares (the “December Series A Warrants”) and series B warrants to purchase common shares (the “December Series B Warrants”) that were issued to certain purchasers on December 16, 2024, which, for the avoidance of doubt, includes all common shares that may be issued as a result of any (i) voluntary adjustment by the Company, from time to time, of the exercise price of any and all outstanding December Series A Warrants and December Series B Warrants pursuant to the terms of the December Series A Warrants and the December Series B Warrants, respectively, (ii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants in the event of a Share Combination Event (as defined in the December Series A Warrants and the December Series B Warrants), (iii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following the Reset Date (as defined in the December Series A Warrants and the December Series B Warrants), (iv) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following a Dilutive Issuance (as defined in the December Series A Warrants and the December Series B Warrants), or (iv) alternative cashless exercise pursuant to Section 2.3 of the December Series A Warrants, as well as to fully implement the adjustments contemplated by the definition of the “Floor Price” contained in the December Series A Warrants and the December Series B Warrants.

To approve certain adjustments to the series A warrants to purchase common shares (the “October Series A Warrants”) and the series B warrants to purchase common shares (the “October Series B Warrants”) that were issued to certain purchasers on October 30, 2024, which includes (i) an adjustment to the exercise price and the Floor Price (as defined in the October Series A Warrants) of the outstanding October Series A Warrants to $0.81 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series A Warrants so that the aggregate exercise value shall remain unchanged, and (ii) an adjustment to the exercise price and the Floor Price (as defined in the October Series B Warrants) of the outstanding October Series B Warrants to $0.54 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series B Warrants so that the aggregate exercise value shall remain unchanged.

To approve Amendment No. 4 to the Second Amended and Restated Operating Agreement of the Company to increase the number of authorized common shares to 2,000,000,000 shares.

To approve Amendment No. 3 to the 1847 Holdings LLC 2023 Equity Incentive Plan to increase the share reserve to 5,000,000 common shares.

To approve the adjournment of the Special Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to approve any of the foregoing proposals at the time of the Special Meeting, or any adjournment or postponement thereof.

1847 Holdings LLC

Proxy Statement

The foregoing items of business are more fully described in the proxy statement accompanying this notice. The proxy statement provides a detailed description of the business to be conducted at the Special Meeting and we urge you to read the proxy statement, including the appendices, carefully and in their entirety.

Our Board of Directors has unanimously recommended that you vote “FOR” each of the foregoing Proposals.

Only shareholders of the Company as of the close of business on January 22, 2025 (the “Record Date”) and their proxies are entitled to notice of, to attend and/or to vote at the Special Meeting and any postponements, adjournments or continuations thereof. All shareholders as of the Record Date are cordially invited to attend the Special Meeting.

Whether or not you expect to attend the Special Meeting, we encourage you to submit your proxy as soon as possible, even if you sold your shares after the Record Date. You may vote over the Internet, as well as by telephone, or by mailing a proxy card or voting instruction form. Further instructions regarding voting rights and the matters to be voted upon are presented in the accompanying proxy statement.

IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE SPECIAL MEETING, REGARDLESS OF WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING. ACCORDINGLY, AFTER READING THE ACCOMPANYING PROXY STATEMENT, PLEASE PROMPTLY SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS BY FOLLOWING THE INSTRUCTIONS PROVIDED. PLEASE NOTE THAT EVEN IF YOU PLAN TO ATTEND THE SPECIAL MEETING, WE RECOMMEND THAT YOU VOTE PRIOR TO THE SPECIAL MEETING TO ENSURE THAT YOUR SHARES WILL BE REPRESENTED.

Regardless of the number of shares of the Company that you own, your vote will be important. Thank you for your continued support, interest and investment in the Company.

	By Order of the Board of Directors,

	/s/ Ellery W. Roberts
New York, NY	Ellery W. Roberts
January 23, 2025	Chairman and CEO

1847 Holdings LLC

Proxy Statement

1847 HOLDINGS LLC

260 Madison Avenue, 8th Floor

New York, NY 10016

PROXY STATEMENT

The board of directors of 1847 Holdings LLC (“we,” “us,” “our” or the “Company”) is soliciting proxies to be used at our Special Meeting of Shareholders to be held solely via live webcast at https://agm.issuerdirect.com/efsh on March 11, 2025 at 2:00 p.m. Eastern Time and for any postponement, adjournment or continuation thereof (the “Special Meeting”).

This proxy statement summarizes information about the proposals to be considered at the Special Meeting and other information you may find useful in determining how to vote.

We are mailing this proxy statement to our shareholders of record as of January 22, 2025 (the “Record Date”) on or about January 24, 2025. In addition, we have provided brokers, dealers, banks, voting trustees and their nominees, at our expense, with additional copies of our proxy materials so that our record holders can supply these materials to the beneficial owners of our shares as of the Record Date.

1847 Holdings LLC

Proxy Statement

TABLE OF CONTENTS

INFORMATION ABOUT THE PROXY PROCESS AND VOTING		1
PROPOSAL NO. 1 – SHARE ISSUANCE		6
Overview		6
Reasons for Shareholder Approval		8
No Dissenters’ Rights		9
Vote Required		9
PROPOSAL NO. 2 – WARRANT ADJUSTMENT AND SHARE ISSUANCE		10
Overview		10
Reasons for Shareholder Approval		10
No Dissenters’ Rights		10
Vote Required		10
PROPOSAL NO. 3 – AUTHORIZED SHARE INCREASE		11
Overview		11
Reasons for the Share Increase		11
Anti-Takeover Implications of the Proposed Share Increase		11
No Dissenters’ Rights		11
Vote Required		11
PROPOSAL NO. 4 – PLAN AMENDMENT		12
Overview		12
Background for Proposed Increase in Share Reserve		12
Significant Features of the Plan		12
New Plan Benefits		14
No Dissenters’ Rights		14
Vote Required		14
PROPOSAL NO. 5 – ADJOURNMENT PROPOSAL		15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT		16
ADDITIONAL INFORMATION		17
Other Matters		17
Shareholder Proposals for 2025 Annual Meeting		17

ANNEX A – SECURITIES PURCHASE AGREEMENT (INCLUDING EXHIBITS THERETO)

ANNEX B – FORMS OF OCTOBER WARRANTS

ANNEX C – AMENDMENT NO. 4 TO SECOND AMENDED AND RESTATED OPERATING AGREEMENT

ANNEX D – AMENDMENT NO. 3 TO 1847 HOLDINGS LLC 2023 EQUITY INCENTIVE PLAN

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1847 Holdings LLC		Proxy Statement

INFORMATION ABOUT THE PROXY PROCESS AND VOTING

Why am I receiving these materials?

We are providing this proxy statement in connection with the solicitation by our board of directors of proxies to be voted at the Special Meeting. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Special Meeting. You are invited to attend the Special Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Special Meeting to vote your shares. Instead, you may vote your shares using one of the other voting methods described below. Whether or not you expect to attend the Special Meeting, please vote your shares as soon as possible in order to ensure your representation at the Special Meeting.

Your vote is very important. Please submit your vote via the Internet, telephone or mail as soon as possible by following the voting instructions on the proxy card, even if you plan to attend the Special Meeting. If you hold your shares in an account at a bank, broker, dealer or other nominee, follow the instructions provided by your nominee on your voting instruction form or otherwise to vote your shares. Voting your shares by proxy ensures that if you are unable to attend the Special Meeting, your shares will be voted at the Special Meeting. Voting now will not limit your right to change your vote or to attend the Special Meeting.

What proposals will be voted on at the Special Meeting?

Five proposals are scheduled to be voted on at the Special Meeting:

●

Proposal No. 1 — to approve the issuance of all common shares that may be issued upon the exercise of pre-funded warrants to purchase common shares (the “Pre-Funded Warrants”), series A warrants to purchase common shares (the “December Series A Warrants”) and series B warrants to purchase common shares (the “December Series B Warrants”) that were issued to certain purchasers on December 16, 2024, which, for the avoidance of doubt, includes all common shares that may be issued as a result of any (i) voluntary adjustment by the Company, from time to time, of the exercise price of any and all outstanding December Series A Warrants and December Series B Warrants pursuant to the terms of the December Series A Warrants and the December Series B Warrants, respectively, (ii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants in the event of a Share Combination Event (as defined in the December Series A Warrants and the December Series B Warrants), (iii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following the Reset Date (as defined in the December Series A Warrants and the December Series B Warrants), (iv) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following a Dilutive Issuance (as defined in the December Series A Warrants and the December Series B Warrants), or (iv) alternative cashless exercise pursuant to Section 2.3 of the December Series A Warrants, as well as to fully implement the adjustments contemplated by the definition of the “Floor Price” contained in the December Series A Warrants and the December Series B Warrants.

●

Proposal No. 2 — to approve certain adjustments to the series A warrants to purchase common shares (the “October Series A Warrants”) and the series B warrants to purchase common shares (the “October Series B Warrants”) that were issued to certain purchasers on October 30, 2024, which includes (i) an adjustment to the exercise price and the Floor Price (as defined in the October Series A Warrants) of the outstanding October Series A Warrants to $0.81 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series A Warrants so that the aggregate exercise value shall remain unchanged, and (ii) an adjustment to the exercise price and the Floor Price (as defined in the October Series B Warrants) of the outstanding October Series B Warrants to $0.54 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series B Warrants so that the aggregate exercise value shall remain unchanged.

●

Proposal No. 3 — to approve Amendment No. 4 to the Second Amended and Restated Operating Agreement of the Company to increase the number of authorized common shares to 2,000,000,000 shares.

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1847 Holdings LLC		Proxy Statement

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Proposal No. 4 — to approve Amendment No. 3 to the 1847 Holdings LLC 2023 Equity Incentive Plan to increase the share reserve to 5,000,000 common shares.

●

Proposal No. 5 — to approve the adjournment of the Special Meeting to a later date if necessary to solicit additional proxies if there are not sufficient votes to approve any of the foregoing proposals at the time of the Special Meeting, or any adjournment or postponement thereof.

In addition, you are entitled to vote on any other matters that are properly brought before the Special Meeting.

What are the Board’s recommendations?

Our board of directors unanimously recommends that you vote “FOR” each proposal. We describe each proposal and the board’s reason for its recommendation below.

How do I attend the Special Meeting?

You will be able to attend the Special Meeting online by visiting https://agm.issuerdirect.com/efsh.To participate in the Special Meeting, you will need the control number included on your proxy card or voting instruction form. The Special Meeting webcast will begin promptly at 2:00 p.m. Eastern Time on March 11, 2025. We encourage you to access the meeting prior to the start time.

Your vote is very important. Please submit your proxy card or voting instructions even if you plan to attend the Special Meeting.

Who is entitled to vote?

Shareholders holding our common shares at the close of business on the Record Date may vote at the Special Meeting. As a result of the dividend of our series E preferred shares distributed on January 17, 2025 (the “Dividend Date”), each holder of our common shares also holds a number of series E preferred shares equal to the whole number of common shares held by such holder as of the Dividend Date. The series E preferred shares shall be voted together with the series E preferred shares as a single class with respect to each of the proposals; provided, however, that the holders of our outstanding series E preferred shares will only be entitled to vote such shares on the proposals set forth herein and only by proxy prior to the opening of the Special Meeting. Pursuant to the terms of the series E preferred shares, all shares that are not voted prior to the opening of the Special Meeting will be automatically redeemed immediately prior to the opening of the Special Meeting and the shares that are voted prior to the opening of the Special Meeting will be automatically redeemed once all proposals set forth in this proxy statement are approved by shareholders.

On the Record Date, there were 25,400,386 common shares and 25,400,386 series E preferred shares outstanding and entitled to vote at the Special Meeting. Our common shares and series E preferred shares are our only classes of voting stock. Each common share is entitled to one (1) vote and each series E preferred shares is entitled to one million (1,000,000) votes. You may vote all shares owned by you as of the Record Date, including (i) shares held directly in your name as the shareholder of record and (ii) shares held for you as the beneficial owner in street name through a broker, bank or other nominee.

Shareholder of Record. If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common shares and series E preferred shares, VStock Transfer, LLC, you are considered, with respect to those shares, the “shareholder of record.”

Beneficial Owner. If, on the Record Date, your shares were held in a stock brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” Your broker, bank or nominee is considered with respect to those shares the shareholder of record. As the beneficial owner, you have the right to direct your broker, bank or nominee how to vote your shares.

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1847 Holdings LLC		Proxy Statement

What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid Special Meeting. A quorum will be present if shareholders holding an aggregate of one-third of the common shares and series E preferred shares entitled to vote are present at the Special Meeting or represented by proxy. If there is no quorum, either the Chairman or a majority of the shares present or represented by proxy at the Special Meeting may adjourn the Special Meeting to another time or place.

How do I vote my shares?

Shareholders may vote on matters that are properly presented at the Special Meeting in four ways:

●

By submitting your vote telephonically;

●

By submitting your vote electronically via the Internet;

●

By completing the proxy card or voting instruction form and returning it at the address noted; or

●

By attending and voting your shares at the Special Meeting.

We are offering registered shareholders the opportunity to vote their shares by telephone or electronically through the Internet. Shareholders may vote by telephone or via the Internet by following the procedures described on the proxy card. To vote via telephone or the Internet, please have the proxy card in hand and call the number or go to the website listed on the proxy card and follow the instructions. The telephone and Internet voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their voting instructions, and to confirm that shareholders’ instructions have been recorded properly.

If your shares are held in a stock brokerage account or by a bank or other nominee, follow the instructions provided by your broker, bank or other nominee for voting your shares prior to the Special Meeting.

The instructions by which you may vote your shares at the Special Meeting differ based on whether you hold shares in your name as the shareholder of record or beneficially in street name. Shares held beneficially in street name may be voted at the Special Meeting only if you first obtain a legal proxy from the broker, bank or other nominee that holds your shares as of the Record Date. We are not involved in the provision of legal proxies from brokers to beneficial shareholders. If you either do not request a legal proxy prior to the Special Meeting or your broker fails to provide you a legal proxy, then you will not be able to vote at the Special Meeting.

Even if you plan to attend the virtual Special Meeting, we recommend that you also submit your proxy or voting instructions by Internet, telephone, or mail so that your vote will be counted if you later decide not to attend the Special Meeting.

Can I change my vote after submitting my proxy?

If you are a shareholder of record, you may revoke your proxy at any time prior to the vote at the Special Meeting. If you submitted your proxy by telephone or the Internet, you may revoke your proxy with a later telephone or Internet proxy, as the case may be. If you submitted your proxy by mail, you must file with our Secretary a written notice of revocation or deliver, prior to the vote at the Special Meeting, a valid, later-dated proxy. Attendance at the Special Meeting will not have the effect of revoking a proxy unless you give written notice of revocation to the Secretary before the proxy is exercised or you vote by ballot at the Special Meeting. If you are a beneficial owner, you may vote by submitting new voting instructions to your broker, bank or nominee, or, by obtaining a legal proxy prior to the Special Meeting and attending the meeting and voting.

How are votes counted?

For each proposal, you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions are included in the determination of the number of shares present at the Special Meeting for determining a quorum.

What vote is required to approve each item?

Each of the proposals requires the affirmative “FOR” vote of a majority of the shares present or represented by proxy and entitled to vote at the Special Meeting. An abstention is not an “affirmative vote”, but an abstaining shareholder is considered “entitled to vote” at the Special Meeting. Accordingly, an abstention will have the same effect as a vote “AGAINST” each of the proposals.

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1847 Holdings LLC		Proxy Statement

For a discussion of the impact of broker non-votes on the proposals, see “What are broker non-votes and what effect do they have on the proposals?” below.

What are broker non-votes and what effect do they have on the proposals?

If you hold your shares beneficially in street name and do not provide your broker, bank or nominee with voting instructions, your shares may constitute “broker non-votes.” Generally, broker non-votes occur when a broker (i) has not received voting instructions from the beneficial owner with respect to a particular proposal and (ii) lacks discretionary voting power to vote those shares with respect to that particular proposal.

A broker is entitled to vote shares held for a beneficial owner on “routine” matters, such as Proposal 3, without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on “non-routine” matters, such as Proposals 1, 2, 4 and 5.

Broker non-votes are counted for purposes of determining whether a quorum exists for the transaction of business at the Special Meeting. Delaware law provides that if broker non-votes occur in connection with the vote on a matter, the shares for which the broker non-votes occur are not deemed present and entitled to vote on such matter. Accordingly, broker non-votes, if any, will have no effect on any of the proposals since all of the proposals require the affirmative vote of a majority of the shares present or represented by proxy and entitled to vote at the Special Meeting.

What does it mean if I receive more than one set of proxy materials from the Company?

If you receive more than one set of proxy materials from the Company, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must vote pursuant to the instructions on each proxy card or voting instruction form.

Why are you holding a virtual meeting instead of a physical meeting?

We believe a virtual meeting format helps to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from any location around the world.

I share an address with another shareholder, and we received only one printed copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the Securities and Exchange Commission (the “SEC”) has approved. Under this procedure, we deliver a single copy of the proxy materials to multiple shareholders who share the same address unless we received contrary instructions from one or more of the shareholders. This procedure reduces our printing costs, mailing costs and fees. Shareholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the proxy materials to any shareholder at a shared address to which we delivered a single copy of any of these documents. To receive a separate copy, or, if a shareholder is receiving multiple copies, to request that we only send a single copy of these proxy materials, shareholders may contact us at the following address and telephone number:

1847 Holdings LLC

260 Madison Avenue, 8th Floor

New York, NY 10016

Tel: (212) 417-9800
Email: info@1847holdings.com

Shareholders who hold shares in street name (as described above) may contact their brokerage firm, bank, broker-dealer or other similar organization to request information about householding.

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1847 Holdings LLC		Proxy Statement

Who pays the cost of proxy solicitation?

The costs and expenses of soliciting the proxy accompanying this proxy statement from shareholders will be borne by us. Our employees, officers, directors and director nominees may solicit proxies in person, by telephone or by electronic communication. None of these individuals will receive any additional or special compensation for doing this, but they may be reimbursed for reasonable out-of-pocket expenses. We may engage the services of proxy solicitors to assist us in the distribution of proxy materials and the solicitation of votes, for which we will pay customary fees plus reasonable out-of-pocket expenses. In addition, we may reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for forwarding proxy and solicitation material to the beneficial owners of our shares.

Who will tabulate the votes?

Our officers are authorized to designate an inspector of elections for the meeting. All votes will be tabulated as required by Delaware law, the state of our formation, by an appropriate inspector of election appointed for the Special Meeting.

How can I find out the results of the voting at the Special Meeting?

Voting results will be announced by the filing of a Current Report on Form 8-K with the SEC within four business days after the Special Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

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1847 Holdings LLC		Proxy Statement

PROPOSAL NO. 1 – SHARE ISSUANCE

Overview

Background Information

On December 13, 2024, we entered into a securities purchase agreement (the “Purchase Agreement”) with certain purchasers (the “Purchasers”), pursuant to which on December 16, 2024, we issued and sold to the Purchasers an aggregate of 42,311,118 units, at a purchase price of $0.27 per unit, for total gross proceeds of approximately $11.42 million (the “Private Placement”). The units are comprised of (i) 3,437,210 common shares (the “Shares”) and Pre-Funded Warrants for the purchase of 38,873,908 common shares, (ii) December Series A Warrants to purchase 42,311,118 common shares and (iii) December Series B Warrants to purchase 42,311,118 common shares.

In connection with the Private Placement, we also entered into a registration rights agreement with the Purchasers (the “Registration Rights Agreement”), pursuant to which we agreed to file a registration statement on Form S-1 (the “Registration Statement”) with the SEC within 45 trading days of closing (the “Filing Date”) in order to register (i) the Shares, (ii) all common shares that may be issued upon exercise of the Pre-Funded Warrants, the December Series A Warrants and the December Series B Warrants (together, the “December Warrants”) (without regard to any exercise limitations therein), and (iii) any securities issued or then issuable upon any share split, dividend or other distribution, recapitalization or similar event with respect to the foregoing (the “Registrable Securities”) and use our best efforts to cause the Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”), as promptly as possible after the filing thereof, but in any event no later than forty-five (45) calendar days following the Filing Date or, in the event of a full review by SEC, ninety (90) calendar days following the Filing Date (the “Effectiveness Date”). If (i) the Registration Statement is not filed on or prior to the Filing Date, (ii) we fail to file with the SEC a request for acceleration of the Registration Statement in accordance with Rule 461 promulgated by the SEC pursuant to the Securities Act within five (5) trading days of the date that we are notified by the SEC that the Registration Statement will not be “reviewed” or will not be subject to further review, (iii) prior to the effective date of the Registration Statement, we fail to file a pre-effective amendment and otherwise respond in writing to comments made by the SEC in respect of the Registration Statement within ten (10) calendar days after the receipt of comments by or notice from the SEC that such amendment is required in order for the Registration Statement to be declared effective, (iv) the Registration Statement registering for resale all of the Registrable Securities is not declared effective by the SEC by the Effectiveness Date, or (v) after the effective date of the Registration Statement, it ceases for any reason to remain continuously effective as to all Registrable Securities included in the Registration Statement, or the Purchasers are otherwise not permitted to utilize the prospectus therein to resell such Registrable Securities for more than ten (10) consecutive calendar days or more than an aggregate of fifteen (15) calendar days (which need not be consecutive calendar days) during any 12-month period (any such failure or breach being referred to as an “Event”, and for purposes of clauses (i) and (iv), the date on which such Event occurs, and for purpose of clause (ii) the date on which such five (5) trading day period is exceeded, and for purpose of clause (iii) the date which such twenty (20) calendar day period is exceeded, and for purpose of clause (v) the date on which such ten (10) or fifteen (15) calendar day period, as applicable, is exceeded being referred to as “Event Date”), then, in addition to any other rights the Purchasers may have under the Registration Rights Agreement or under applicable law, on each such Event Date and on each day thereafter until the applicable Event is cured, we shall pay and distribute to each Purchaser an amount in cash or common shares (as preferred by the Purchasers, and determined thereupon), on a pro rata basis as partial liquidated damages and not as a penalty, on a daily basis, a sum equal to 0.5% of the aggregate subscription amount paid by the Purchasers pursuant to the Purchase Agreement until fifteen (15) calendar days of each such Event, which amount shall increase to 1.00% of the aggregate subscription amount between sixteenth (16) calendar days and until cure of the Event, as calculated on a daily basis. If we fail to pay any such partial liquidated damages in full within seven (7) days after the date payable, we will pay interest thereon at a rate of 12% per annum (or such lesser maximum amount that is permitted to be paid by applicable law) to the Purchasers, accruing daily from the date such partial liquidated damages are due until such amounts, plus all such interest thereon, are paid in full.

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1847 Holdings LLC		Proxy Statement

Pursuant to the Purchase Agreement, we agreed to hold a special meeting of shareholders at the earliest practicable date, but in no event later than ninety (90) days after the closing date, for the purpose of obtaining the requisite approval from our shareholders for (i) the issuance of all common shares issuable upon exercise of the December Warrants, including without limitation, with respect to any and all additional shares that may be issued as a result of the adjustments set forth in the December Warrants, (ii) a reset of the exercise price and approval of a corresponding increase in the total number of common shares issuable upon exercise of the October Series A Warrants that remain outstanding to an exercise price equal to the initial exercise price of the December Series A Warrants, and any additional share issuance(s) as may be warranted due to such adjustment(s), and (iii) a reset of the exercise price and approval of a corresponding increase in the total number of common shares issuable upon exercise of the October Series B Warrants that remain outstanding to an exercise price equal to the initial exercise price of the December Series B Warrants, and any additional share issuance(s) as may be warranted due to such adjustment(s), in accordance with NYSE American’s rules (the “Shareholder Approval”), with the recommendation of our board of directors that such proposal be approved, and we agreed to solicit proxies from our shareholders in connection therewith in the same manner as all other management proposals in such proxy statement and all management-appointed proxyholders agreed to vote their proxies in favor of such proposal. We agreed to file a preliminary proxy statement with the SEC within ten (10) business days following the closing date for the purpose of obtaining the Shareholder Approval and to use our best efforts to obtain such Shareholder Approval. In the event that Shareholder Approval does not occur at the first shareholder meeting, we agreed to hold additional meetings at least one time every seventy-five (75) days until the earlier of the date Shareholder Approval is obtained or the Warrants are no longer outstanding. Until we receive Shareholder Approval at the Special Meeting, the holders may not exercise any portion of the December Warrants, as described below.

Attached hereto as Annex A is a copy of the Purchase Agreement with the forms of the Pre-Funded Warrants, the December Series A Warrants, the December Series B Warrants and the Registration Rights Agreement attached as exhibits thereto.

The Pre-Funded Warrants

The Pre-Funded Warrants are exercisable at any time following Shareholder Approval until they are exercised in full at an exercise price of $0.01 per share, which has been pre-paid by the Purchasers in full. The exercise price and number of common shares issuable upon exercise will adjust in the event of certain share dividends and distributions, share splits, share combinations, reclassifications or similar events affecting the common shares. Notwithstanding the foregoing, a holder will not have the right to exercise any portion of a Pre-Funded Warrant if the holder (together with its affiliates) would beneficially own in excess of 4.99% or 9.99% (at the Purchaser’s option) of the number of common shares outstanding immediately after giving effect to the exercise, which such percentage may be increased or decreased by the holder, but not in excess of 9.99%, upon at least 61 days’ prior notice to us.

The December Series A and December Series B Warrants

The December Series A Warrants are exercisable at any time following Shareholder Approval at an exercise price of $0.81 per share (subject to adjustment) and will expire five (5) years from the later of (a) the date that we obtain Shareholder Approval and (b) the earlier of the date that (i) the initial Registration Statement registering for resale the Registerable Securities has been declared effective by the SEC or (ii) the date that the Registerable Securities can be sold, assigned or transferred without restriction or limitation pursuant to Rule 144 or Rule 144A promulgated under the Securities Act.

The December Series B Warrants are exercisable at any time following Shareholder Approval at an exercise price of $0.54 per share (subject to adjustment) and will expire five (5) years from the later of (a) the date that we obtain Shareholder Approval and (b) the earlier of the date that (i) the initial Registration Statement registering for resale the Registerable Securities has been declared effective by the SEC or (ii) the date that the Registerable Securities can be sold, assigned or transferred without restriction or limitation pursuant to Rule 144 or Rule 144A promulgated under the Securities Act.

The December Series A Warrants and the December Series B Warrants may be exercised on a cashless basis if there is no effective registration statement with respect to the underlying common shares. In addition, under an alternate cashless exercise option contained in the December Series A Warrants, the holders of the December Series A Warrants will have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the December Series A Warrants and (ii) 1.25.

	7
1847 Holdings LLC		Proxy Statement

The exercise prices of the December Series A Warrants and the December Series B Warrants contain standard adjustments for forward and reverse share splits, share dividends, reclassifications and similar transactions. In addition, the December Series A Warrants and the December Series B Warrants also contain the following resets of the exercise prices and number of shares underlying the December Series A Warrants and the December Series B Warrants:

●

Share Combination Event: Subject to Shareholder Approval, if at any time and from time to time on or after the issue date there occurs any share split, share dividend, share combination or reverse share split, recapitalization, or other similar transaction involving the common shares (each, a “Share Combination Event,” and such date thereof, the “Share Combination Event Date”) and the lowest volume weighted average price of our common shares on its principal trading market (the “VWAP”) during the period commencing five (5) consecutive trading days immediately preceding and the five (5) consecutive trading days commencing on the Share Combination Event Date (the “Event Market Price”) (provided if the Share Combination Event is effective after the close of trading, then commencing on the next trading day, which period shall be the “Share Combination Adjustment Period”) is less than the exercise price then in effect, then at the close of trading on the last day of the Share Combination Adjustment Period, the exercise price then in effect on such fifth (5th) trading day shall be reduced (but in no event increased) to the Event Market Price, subject to the December Warrant Floor Price (as defined below), and the number of common shares issuable upon exercise shall be increased such that the aggregate exercise price shall remain unchanged.

●

Registration Reset: On the Reset Date (as defined below), the exercise price shall be adjusted to equal the lower of (i) the exercise price then in effect and (ii) a price equal to the greater of (a) the lowest single day VWAP during the period commencing on the twentieth (20^th) trading day immediately preceding the Reset Date and ending on the Reset Date and (b) the December Warrant Floor Price. Upon such reset of the exercise price, the number of common shares issuable upon exercise shall be increased such that the aggregate exercise price shall remain unchanged. As used herein, “Reset Date” means the date following Shareholder Approval that is the earliest of the following dates, (i) the date on which for twenty (20) consecutive trading days all Registrable Securities have become and remained registered pursuant to an effective Registration Statement that is available for the resale of all Registrable Securities, provided, however, that if less than all Registrable Securities have become registered for resale on the date that a Registration Statement is declared effective, the holder with respect to itself only, shall have the right in its sole and absolute discretion to deem such condition satisfied, including with regard only to the Registrable Securities that have been so registered, (ii) the date on which the holder, for twenty (20) consecutive trading days, can sell all Registrable Securities pursuant to Rule 144 without restriction or limitation and the Company has not had a Public Information Failure (as defined in the Purchase Agreement) or (iii) twelve (12) months and twenty (20) trading days immediately following the issuance date of the December Series A Warrants and the December Series B Warrants.

●

Subsequent Equity Sales: Subject to Shareholder Approval, if at any time we issue, sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grants any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant, or any option to purchase or other disposition), or is deemed to have issued or sold, any common shares or any securities of the Company or its subsidiaries which would entitle the holder thereof to acquire at any time common shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, common shares, for a consideration per share (the “New Issuance Price”) less than a price equal to the exercise price in effect immediately prior to such issuance or sale or deemed issuance or sale (each, a Dilutive Issuance”), then simultaneously with the consummation (or, if earlier, the announcement) of the Dilutive Issuance, the exercise price then in effect shall be reduced to an amount equal to the lower of (i) the New Issuance Price and (ii) the lowest VWAP during the five (5) consecutive trading days immediately following the issuance, subject to the December Warrant Floor Price, and the number of common shares issuable upon exercise shall be increased such that the aggregate exercise price shall remain unchanged.

Notwithstanding the foregoing exercise price resets, in no event shall the exercises prices of the December Series A Warrants and the December Series B Warrants be reduced to a price that is less than the December Warrant Floor Price. As used herein, “December Warrant Floor Price” means (i) prior to Shareholder Approval, a price equal to thirty-five percent (35%) of $0.27 (which price shall be appropriately adjusted for any share dividend, share split, share combination, reclassification or similar transactions) (as may be so adjusted, the “Minimum Price”), or (ii) following Shareholder Approval, a price equal to twenty percent (20%) of the Minimum Price; provided, however, that upon every Share Combination Event, the December Warrant Floor Price shall be equal to 50% of the prior December Warrant Floor Price, and shall subsequently continue to be so adjusted for every additional Share Combination Event.

Reasons for Shareholder Approval

At the time that we entered into the Private Placement, our common shares were traded on NYSE American, so we were subject to the NYSE American LLC Company Guide (the “Company Guide”). The issuance of securities in the Private Placement implicated Section 713 of the Company Guide, which requires shareholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving: (1) the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal shareholders of the issuer equals 20% or more of presently outstanding common stock; or (2) the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding common stock for less than the greater of book or market value of the stock.

	8
1847 Holdings LLC		Proxy Statement

As noted above, none of the December Warrants may be exercised until we receive Shareholder Approval. At the Special Meeting, we are asking shareholders to approve the issuance of all common shares that may be issued upon the exercise of the December Warrants, which, for the avoidance of doubt, includes all common shares that may be issued as a result of any (i) voluntary adjustment by the Company, from time to time, of the exercise price of any and all outstanding December Series A Warrants and December Series B Warrants pursuant to the terms of the December Series A Warrants and the December Series B Warrants, respectively, (ii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants in the event of a Share Combination Event, (iii) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following the Reset Date, (iv) adjustment to the exercise price and number of common shares underlying the December Series A Warrants and the December Series B Warrants following a Dilutive Issuance, or (iv) alternative cashless exercise pursuant to Section 2.3 of the December Series A Warrants, as well as to fully implement the adjustments contemplated by the definition of “December Warrant Floor Price” as described above.

No Dissenters’ Rights

Under Delaware law, holders of our shares are not entitled to dissenter’s rights of appraisal with respect to the approval of this Proposal No. 1.

Vote Required

In order for Proposal No. 1 to be approved, holders of a majority of the common shares and series E preferred shares present or represented by proxy at the Special Meeting and entitled to vote must vote “FOR” Proposal No. 1. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 1.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 1

	9
1847 Holdings LLC		Proxy Statement

PROPOSAL NO. 2 – WARRANT ADJUSTMENT AND SHARE ISSUANCE

Overview

On October 30, 2024, we issued October Series A Warrants to purchase 8,809,512 common shares and October Series B Warrants to purchase 8,809,512 common shares. As of the date of this proxy statement, 341,815 October Series A Warrants and 14,799,979 October Series Warrants remain outstanding (following adjustments due to the 1-for-15 reverse share split that we completed on November 11, 2024).

The October Series A Warrants and the October Series B Warrants (together, the “October Warrants”) are currently exercisable at an exercise price of $1.50 per share (the “Current Exercise Price”) and expire five years from the date of issuance. Under an alternate cashless exercise option contained in the October Series A Warrants, the holders of the October Series A Warrants have the right to receive an aggregate number of shares equal to the product of (i) the aggregate number of common shares that would be issuable upon a cash exercise of the October Series A Warrants and (ii) 2.0. In addition, the October Warrants contain a reset of the exercise price to a price equal to the lesser of (i) the then exercise price and (ii) lowest VWAP for the five trading days immediately preceding and immediately following the date we effect a reverse share split in the future with a proportionate adjustment to the number of shares underlying the October Warrants, subject to a floor price of $1.50. Finally, with certain exceptions, the October Series B Warrants provide for an adjustment to the exercise price and number of shares underlying the October Series B Warrants upon our issuance of common shares or common share equivalents at a price per share that is less than the exercise price of the October Series B Warrants, subject to a floor price of $1.50.

As noted above, pursuant to the Purchase Agreement, we agreed to seek Shareholder Approval for (i) a reset of the Current Exercise Price of the October Series A Warrants to an exercise price equal to the initial exercise price of the December Series A Warrants, or $0.81 per share (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series A Warrants so that the aggregate exercise value shall remain unchanged, and (ii) a reset of the Current Exercise Price of the October Series B Warrants to an exercise price equal to the initial exercise price of the December Series B Warrants, or $0.54 per share (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series B Warrants so that the aggregate exercise value shall remain unchanged. For the avoidance of doubt, the floor price of $1.50 contained in the October Series A Warrants and the October Series B Warrants will also be adjusted to $0.81 and $0.54, respectively.

Attached hereto as Annex B is a copy of the forms of the October Warrants prior to the resets described above.

Reasons for Shareholder Approval

The reset of the Current Exercise Price of the October Warrants and corresponding increase in the number of common shares underlying the October Warrants implicate Section 713 of the Company Guide, which requires shareholder approval prior to the issuance of securities in connection with a transaction other than a public offering involving: (1) the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) at a price less than the greater of book or market value which together with sales by officers, directors or principal shareholders of the issuer equals 20% or more of presently outstanding common stock; or (2) the sale, issuance, or potential issuance by the issuer of common stock (or securities convertible into common stock) equal to 20% or more of presently outstanding common stock for less than the greater of book or market value of the stock.

At the Special Meeting, we are asking shareholders to approve the adjustments described above, which includes (i) an adjustment to the Current Exercise Price and the Floor Price (as defined in the October Series A Warrants) of the outstanding October Series A Warrants to $0.81 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series A Warrants so that the aggregate exercise value shall remain unchanged, and (ii) an adjustment to the Current Exercise Price and the Floor Price (as defined in the October Series B Warrants) of the outstanding October Series B Warrants to $0.54 (subject to adjustments for stock splits, stock combinations, recapitalizations and similar transactions), and a corresponding increase to the number of common shares underlying the October Series B Warrants so that the aggregate exercise value shall remain unchanged.

No Dissenters’ Rights

Under Delaware law, holders of our shares are not entitled to dissenter’s rights of appraisal with respect to the approval of this Proposal No. 2.

Vote Required

In order for Proposal No. 2 to be approved, holders of a majority of the common shares and series E preferred shares present or represented by proxy at the Special Meeting and entitled to vote must vote “FOR” Proposal No. 2. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 2.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 2

	10
1847 Holdings LLC		Proxy Statement

PROPOSAL NO. 3 – AUTHORIZED SHARE INCREASE

Overview

Pursuant to our Second Amended and Restated Operating Agreement, dated January 19, 2018, as amended (the “Operating Agreement”), we are authorized to issue up to 500,000,000 common shares, no par value. As the Special Meeting, we are asking shareholders to approve an amendment to the Operating Agreement to increase the number of common shares that we are authorized to issue to 2,000,000,000 shares. A copy of the proposed amendment to the Operating Agreement is attached to this proxy statement as Annex C.

Reasons for the Share Increase

The primary purpose of the authorized share increase is to accommodate potential future issuances upon the exercise of the October Warrants and the December Warrants (collectively, the “Warrants”) and to replenish the pool of available shares for our future issuance. As of the Record Date, we had 25,400,386 common shares issued and outstanding and approximately 264 million common shares outstanding on a fully diluted basis, excluding potential adjustments to the number of common shares underlying the Warrants due to the antidilution provisions set forth in the Warrants described above. We estimate that we could be required to issue up to approximately 1.1 billion additional common shares due to such antidilution provisions, based on the lowest floor exercise prices contained in the Warrants. Accordingly, we do not have enough common shares available for all future potential exercises of the Warrants.

We also believe that the share increase will provide us with increased flexibility in meeting future needs and requirements by providing additional authorized shares, which will be available for issuance from time to time as determined by our board of directors for any proper corporate purpose, without the expense and delay associated with a special shareholders’ meeting, except where required by applicable rules, regulations and laws. However, there are no present plans, understandings or agreements, and we are not engaged in any negotiations that will involve, the issuance of common shares, except in connection with future grants under our 2023 Equity Incentive Plan, if shareholders approve Proposal No. 4 at the Special Meeting, or in connection with potential issuances of shares upon exercise of currently outstanding options, warrants and other convertible securities, including those described above.

Anti-Takeover Implications of the Proposed Share Increase

The proposed increase in the authorized number of common shares could have an anti-takeover effect, in that additional shares could be issued (within the limits imposed by applicable law) in one or more transactions that could make a change in control or takeover of us more difficult. For example, additional shares could be issued by us so as to dilute the share ownership or voting rights of persons seeking to obtain control of us, even if the persons seeking to obtain control offers an above-market premium that is favored by a majority of the independent shareholders. Similarly, the issuance of additional shares to certain persons allied with our management could have the effect of making it more difficult to remove our current management by diluting the share ownership or voting rights of persons seeking to cause such removal. We have no plans or proposals to adopt other provisions or enter into other arrangements that may have material anti-takeover consequences. This Proposal No. 3 is not being presented with the intent that it be utilized as a type of anti-takeover device.

Our shareholders should recognize that, as a result of this Proposal No. 3, they will own a fewer percentage of shares with respect to our total authorized shares than they presently own and will be diluted as a result of any issuance of shares by us in the future.

Notwithstanding the foregoing, there are no present plans, understandings or agreements, and we are not engaged in any negotiations that will involve, the issuance of common shares, except in connection with future grants under our 2023 Equity Incentive Plan, if shareholders approve Proposal No. 4 at the Special Meeting, or in connection with potential issuances of shares upon exercise of currently outstanding options, warrants and other convertible securities, including those described above.

No Dissenters’ Rights

Under Delaware law, holders of our shares are not entitled to dissenter’s rights of appraisal with respect to the approval of this Proposal No. 3.

Vote Required

In order for Proposal No. 3 to be approved, holders of a majority of the common shares and series E preferred shares present or represented by proxy at the Special Meeting and entitled to vote must vote “FOR” Proposal No. 3. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 3.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 3

	11
1847 Holdings LLC		Proxy Statement

PROPOSAL NO. 4 – PLAN AMENDMENT

Overview

We are asking our shareholders to approve Amendment No. 3 to the 1847 Holdings LLC 2023 Equity Incentive Plan (the “Plan”). The purpose of the Plan is to grant restricted shares, share options and other forms of incentive compensation to our officers, employees, directors and consultants.

The Plan was first adopted by our board of directors on March 28, 2023 and approved by our shareholders on May 9, 2023. On April 15, 2024, our board of directors adopted two amendments to the Plan, which were approved by our shareholders on July 25, 2024.

On December 30, 2024, our board of directors adopted Amendment No. 3 to the Plan (the “Plan Amendment”) to increase the number of common shares authorized for issuance under the Plan to 5,000,000 shares. A copy of the proposed Plan Amendment is attached to this proxy statement as Annex D.

Background for Proposed Increase in Share Reserve

We are seeking shareholder approval of the Plan Amendment to increase the number of common shares authorized for issuance under the Plan to 5,000,000 shares.

As of the Record Date, we have 1,272,584 shares available under the Plan. We view the use of equity compensation as essential to attract, retain, motivate and reward key employees, directors and consultants, as well as to align their interests with those of our shareholders, and we plan to issue additional awards under the Plan shortly following the approval of the Plan Amendment at the Special Meeting.

We believe that the Plan helps to strengthen the incentive for participants to achieve the objectives of the Company and its shareholders and contribute to our growth and success. We have a standing practice of linking employee compensation to corporate performance because we believe this increases employee motivation to improve profitability and shareholder value. In addition, the grant of equity awards as a form of compensation helps to allow us to manage cash resources. We believe the additional shares are necessary to further our goals and to begin providing equity compensation as an integral component of our compensation philosophy.

We believe that the use of equity compensation will be a critical and powerful tool to compete for and attract, retain and motivate talented employees. If the Plan Amendment is not approved by our shareholders, the existing Plan will continue in effect, but we will be limited in the grants that we will be able to make, which could place us in a disadvantageous position as compared with our competitors.

Significant Features of the Plan

The following is a summary of the Plan with the Plan Amendment submitted for shareholder approval. The summary describes the principal features of the Plan, but it is qualified in its entirety by reference to the full text of the Plan.

Purposes: The purpose of this Plan is to provide a means whereby employees, directors and consultants of the Company, its subsidiaries and affiliates develop a sense of proprietorship and personal involvement in the development and financial success of the Company, and to encourage them to devote their best efforts to the business of the Company, thereby advancing the interests of the Company and its shareholders. A further purpose of this Plan is to provide a means through which the Company may attract able individuals to provide services to or for the benefit of the Company and to provide a means for such individuals to acquire and maintain share ownership in the Company, thereby strengthening their concern for the welfare of the Company.

Types of Awards: Awards that may be granted include incentive share options, non-qualified share options, share appreciation rights and restricted awards. These awards offer our officers, employees, consultants and directors the possibility of future value, depending on the long-term price appreciation of our common shares and the award holder’s continuing service with the Company.

	12
1847 Holdings LLC		Proxy Statement

Eligible Recipients: Persons eligible to receive awards under the Plan will be those officers, employees, directors and consultants of the Company and its subsidiaries who are selected by the administrator.

Administration: The Plan is administered by our compensation committee. Among other things, the administrator has the authority to select persons who will receive awards, determine the types of awards and the number of shares to be covered by awards, and to establish the terms, conditions, performance criteria, restrictions and other provisions of awards. The administrator has authority to establish, amend and rescind rules and regulations relating to the Plan.

Shares Available: If the Plan Amendment is approved at the Special Meeting, the maximum number of common shares that may be delivered to participants under the Plan will be 5,000,000, subject to adjustment for certain corporate changes affecting the shares, such as share splits. In addition, the number of shares available for issuance under the Plan will also automatically increase on January 1 of each calendar year during the term of the Plan by an amount equal to five percent (5%) of the total number of common shares issued and outstanding on December 31 of the immediately preceding calendar year. Shares subject to an award under the Plan for which the award is canceled, forfeited or expires again become available for grants under the Plan. Shares subject to an award that is settled in cash will not again be made available for grants under the Plan. Notwithstanding the foregoing, the maximum aggregate number of shares that may be issued as incentive share options is equal to the maximum number of shares available for issuance under the Plan without taking into account any automatic increases in the share reserve.

Share Options:

General. Share options give the option holder the right to acquire from us a designated number of common shares at a purchase price that is fixed upon the grant of the option. Share options granted may be either tax-qualified share options (so-called “incentive share options”) or non-qualified share options. Subject to the provisions of the Plan, the administrator has the authority to determine all grants of share options. That determination will include: (i) the number of shares subject to any option; (ii) the exercise price per share; (iii) the expiration date of the option; (iv) the manner, time and date of permitted exercise; (v) other restrictions, if any, on the option or the shares underlying the option; and (vi) any other terms and conditions as the administrator may determine.

Option Price. The exercise price for share options will be determined at the time of grant. Normally, the exercise price will not be less than the fair market value on the date of grant. As a matter of tax law, the exercise price for any incentive share option awarded may not be less than the fair market value of the shares on the date of grant. However, incentive share option grants to any person owning more than 10% of our voting power must have an exercise price of not less than 110% of the fair market value on the grant date.

Exercise of Options. An option may be exercised only in accordance with the terms and conditions for the option agreement as established by the administrator at the time of the grant. The option must be exercised by notice to us, accompanied by payment of the exercise price. Payments may be made either: (i) in cash or its equivalent; (ii) by tendering (either by actual delivery or attestation) previously acquired shares having an aggregate fair market value at the time of exercise equal to the exercise price; (iii) a cashless exercise (broker-assisted exercise) through a “same day sale” commitment; (iv) by a combination of (i), (ii), and (iii); or (v) any other method approved or accepted by the administrator in its sole discretion.

Expiration or Termination. Options, if not previously exercised, will expire on the expiration date established by the administrator at the time of grant. In the case of incentive stock options, such term cannot exceed ten years provided that in the case of holders of more than 10% of our voting power, such term cannot exceed five years. Options will terminate before their expiration date if the holder’s service with the Company or a subsidiary terminates before the expiration date. The option may remain exercisable for specified periods after certain terminations of employment, including terminations as a result of death, disability or retirement, with the precise period during which the option may be exercised to be established by the administrator and reflected in the grant evidencing the award.

Incentive and Non-Qualified Options. As described elsewhere in this summary, an incentive share option is an option that is intended to qualify under certain provisions of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), for more favorable tax treatment than applies to non-qualified share options. Any option that does not qualify as an incentive share option will be a non-qualified share option. Under the Code, certain restrictions apply to incentive share options. For example, the exercise price for incentive share options may not be less than the fair market value of the shares on the grant date and the term of the option may not exceed ten years. In addition, an incentive share option may not be transferred, other than by will or the laws of descent and distribution, and is exercisable during the holder’s lifetime only by the holder. In addition, no incentive share options may be granted to a holder that is first exercisable in a single year if that option, together with all incentive share options previously granted to the holder that also first become exercisable in that year, relate to shares having an aggregate fair market value in excess of $100,000, measured at the grant date.

	13
1847 Holdings LLC		Proxy Statement

Share Appreciation Rights: Share appreciation rights (“SARs”), which may be granted alone or in tandem with options, have an economic value similar to that of options. When an SAR for a particular number of shares is exercised, the holder receives a payment equal to the difference between the market price of the shares on the date of exercise and the exercise price of the shares under the SAR. Again, the exercise price for SARs normally is the market price of the shares on the date the SAR is granted. Under the Plan, holders of SARs may receive this payment - the appreciation value - either in cash or shares valued at the fair market value on the date of exercise. The form of payment will be determined by us.

Restricted Awards: Restricted awards are shares awarded to participants at no cost. Restricted awards can take the form of awards of restricted shares, which represent issued and outstanding shares subject to vesting criteria, or restricted share units, which represent the right to receive shares subject to satisfaction of the vesting criteria. Restricted share awards are forfeitable and non-transferable until the shares vest. The vesting date or dates and other conditions for vesting are established when the shares are awarded. These awards will be subject to such conditions, restrictions and contingencies as the administrator shall determine at the date of grant. Those may include requirements for continuous service and/or the achievement of specified performance goals.

Performance Criteria: Under the Plan, one or more performance criteria will be used by the administrator in establishing performance goals. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company, as the administrator may deem appropriate, or as compared to the performance of a group of comparable companies, or published or special index that the administrator deems appropriate.

Other Material Provisions: Awards will be evidenced by a written agreement, in such form as may be approved by the administrator. In the event of various changes to the capitalization of the Company, such as share splits, share dividends and similar re-capitalizations, an appropriate adjustment will be made by the administrator to the number of shares covered by outstanding awards or to the exercise price of such awards. The administrator is also permitted to include in the written agreement provisions that provide for certain changes in the award in the event of a change of control of the Company, including acceleration of vesting. Except as otherwise determined by the administrator at the date of grant, awards will not be transferable, other than by will or the laws of descent and distribution. Prior to any award distribution, we are permitted to deduct or withhold amounts sufficient to satisfy any employee withholding tax requirements. Our board of directors also has the authority, at any time, to discontinue the granting of awards. The board also has the authority to alter or amend the Plan or any outstanding award or may terminate the Plan as to further grants, provided that no amendment will, without the approval of our shareholders, to the extent that such approval is required by law or the rules of an applicable national securities exchange, increase the number of shares available under the Plan, change the persons eligible for awards under the Plan, extend the time within which awards may be made, or amend the provisions of the Plan related to amendments. No amendment that would adversely affect any outstanding award made under the Plan can be made without the consent of the holder of such award.

New Plan Benefits

Future awards, if any, that will be made to eligible persons under the Plan are subject to the discretion of the administrator and, therefore, we cannot currently determine the benefits or number of shares subject to awards that may be granted in the future to our officers, employees, directors and consultants under the Plan.

No Dissenters’ Rights

Under Delaware law, holders of our common shares are not entitled to dissenter’s rights of appraisal with respect to the approval of this Proposal No. 4.

Vote Required

In order for Proposal No. 4 to be approved, holders of a majority of the common shares and series E preferred shares present or represented by proxy at the Special Meeting and entitled to vote must vote “FOR” Proposal No. 4. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 4.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 4

	14
1847 Holdings LLC		Proxy Statement

PROPOSAL NO. 5 – ADJOURNMENT PROPOSAL

Shareholders are being asked to grant authority to proxy holders to vote in favor of one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to adopt any of the proposals. If this Proposal No. 5 is approved, the Special Meeting could be successively adjourned to any date. In accordance with the Operating Agreement, a vote on adjournments of the Special Meeting, if necessary or appropriate, may be taken in the absence of a quorum. If the Special Meeting is adjourned to solicit additional proxies, shareholders who have already submitted their proxies will be able to revoke them at any time prior to their use.

In order for Proposal No. 5 to be approved, holders of a majority of the common shares and series E preferred shares present or represented by proxy at the Special Meeting and entitled to vote must vote “FOR” Proposal No. 5. You may vote “FOR”, “AGAINST” or “ABSTAIN” on Proposal No. 5.

THE BOARD RECOMMENDS A VOTE “FOR” THIS PROPOSAL NO. 5

	15
1847 Holdings LLC		Proxy Statement

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information with respect to the beneficial ownership of our common shares as of the Record Date for (i) each of our executive officers and directors; (ii) all of our executive officers and directors as a group; and (iii) each other shareholder known by us to be the beneficial owner of more than 5% of our outstanding common shares. As noted above, each holder of common shares also holds a number of series E preferred shares equal to the number of common shares owned, which are entitled to 1,000,000 votes per share and may only be voted on the matters described in this proxy statement.

Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o the Company, 260 Madison Avenue, 8th Floor, New York, NY 10016.

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership⁽¹⁾		Percent of Class⁽²⁾
Ellery W. Roberts, Chairman and Chief Executive Officer	Common Shares		16,328		*
Vernice L. Howard, Chief Financial Officer	Common Shares		1		*
Eric VanDam, Chief Operating Officer	Common Shares		0		*
Glyn C. Milburn, Vice President of Operations	Common Shares		0		*
Robert D. Barry, Director	Common Shares		4		*
Michele A. Chow-Tai, Director	Common Shares		0		*
Clark R. Crosnoe, Director	Common Shares		0		*
Paul A. Froning, Director	Common Shares		29		*
Lawrence X. Taylor, Director	Common Shares		0		*
All executive officers and directors (9 persons named above)	Common Shares		16,362		*

Less than 1%

(1)

Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares that such person or any member of such group has the right to acquire within sixty (60) days. For purposes of computing the percentage of outstanding common shares held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the Record Date are deemed to be outstanding for such person, but not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership by any person.

(2)

Based on 25,400,386 common shares issued and outstanding as of the Record Date.

We do not currently have any arrangements which if consummated may result in a change of control of the Company.

	16
1847 Holdings LLC		Proxy Statement

ADDITIONAL INFORMATION

Other Matters

As of the date of this proxy statement, the board of directors does not intend to present any matters other than those described herein at the Special Meeting and is unaware of any matters to be presented by other parties. If other matters are properly brought before the meeting for action by the shareholders, proxies will be voted in accordance with the recommendation of the board of directors or, in the absence of such a recommendation, in accordance with the judgment of the proxy holder, to the extent permitted by Rule 14a-4(c)(3).

Shareholder Proposals for 2025 Annual Meeting

A shareholder who is entitled to vote for the election of directors and who desires to nominate a candidate for election to be voted on at an annual meeting of shareholders may do so only in accordance with Section 9.8 of the Operating Agreement, which provides that a shareholder may nominate a director candidate by written notice to the Secretary of the Company not less than 120 days nor more than 150 days prior to the first anniversary of the preceding year’s annual meeting. To be considered timely for our 2025 annual meeting of shareholders, a shareholder nomination, and all supporting information, must be submitted no earlier than January 26, 2025 and no later than February 25, 2025.

A shareholder who desires to present a proposal pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended, to be included in the proxy statement for, and voted on by the shareholders at, our 2025 annual meeting of shareholders must submit such proposal in writing, including all supporting materials, to the Company at its principal office no later than January 6, 2025, 120 days before the date of mailing based on last year’s proxy statement date, and meet all other requirements for inclusion in the proxy statement. Additionally, pursuant to Rule 14a-4(c)(1) under the Securities Exchange Act of 1934, as amended, if a shareholder intends to present a proposal for business to be considered at our 2025 annual meeting of shareholders but does not seek inclusion of the proposal in our proxy statement for such meeting, then we must receive the proposal by March 22, 2025, 45 days before the date of mailing based on last year’s proxy statement date, for it to be considered timely received. If notice of a shareholder proposal is not timely received, then the proxies will be authorized to exercise discretionary authority with respect to the proposal.

Any proposals should be sent to us at 1847 Holdings LLC, 260 Madison Avenue, 8th Floor, New York, NY 10016, Attention Secretary.

	By Order of the Board of Directors,

	/s/ Ellery W. Roberts
New York, NY	Ellery W. Roberts
January 23, 2025	Chairman and CEO

	17
1847 Holdings LLC		Proxy Statement

ANNEX A

SECURITIES PURCHASE AGREEMENT

This Securities Purchase Agreement (this “Agreement”) is dated as of December 13, 2024, between 1847 Holdings LLC, a limited liability company formed under the laws of the State of Delaware (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

WHEREAS, subject to the terms and conditions set forth in this Agreement and pursuant to Section 4(a)(2) of the Securities Act (as defined below) and Rule 506 promulgated thereunder, the Company desires to issue and sell to each Purchaser, and each Purchaser, severally and not jointly, desires to purchase from the Company, securities of the Company as more fully described in this Agreement.

NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Agreement, and for other good and valuable consideration the receipt and adequacy of which are hereby acknowledged, the Company and each Purchaser agree as follows:

Article I
DEFINITIONS

1.1 Definitions. In addition to the terms defined elsewhere in this Agreement, for all purposes of this Agreement, the following terms have the meanings set forth in this Section 1.1:

“Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act.

“Approved Stock Plan” means any employee benefit plan which has been approved by the board of directors of the Company prior to or subsequent to the date hereof pursuant to which Common Shares and standard options to purchase Common Shares may be issued to any employee, officer, director or consultant for services provided to the Company or its subsidiaries in their capacity as such.

“Board of Directors” means the board of directors of the Company.

“Business Day” means any day other than Saturday, Sunday or other day on which commercial banks in The City of New York are authorized or required by law to remain closed; provided, however, for clarification, commercial banks shall not be deemed to be authorized or required by law to remain closed due to “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems (including for wire transfers) of commercial banks in The City of New York are generally open for use by customers on such day.

“Closing” means the closing of the purchase and sale of the Securities pursuant to Section 2.1.

“Closing Date” means the Trading Day on which all of the Transaction Documents have been executed and delivered by the applicable parties thereto, and all conditions precedent to (i) the Purchasers’ obligations to pay the Subscription Amount and (ii) the Company’s obligations to deliver the Securities, in each case, have been satisfied or waived, but in no event later than the second (2nd) Trading Day following the date hereof.

“Commission” means the United States Securities and Exchange Commission.

“Common Shares” means the common shares of the Company, no par value per share, and any other class of securities into which such securities may hereafter be reclassified or changed.

“Common Share Equivalents” means any securities of the Company or the Subsidiaries, as applicable, which would entitle the holder thereof to acquire at any time Common Shares, including, without limitation, any debt, preferred shares, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Shares.

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“Company Counsel” means Bevilacqua PLLC, with offices located at 1050 Connecticut Avenue, NW, Suite 500, Washington, DC 20036.

“Disclosure Schedules” means the Disclosure Schedules of the Company delivered concurrently herewith.

“Disclosure Time” means, (i) if this Agreement is signed on a day that is not a Trading Day or after 9:00 a.m. (New York City time) and before midnight (New York City time) on any Trading Day, 9:01 a.m. (New York City time) on the Trading Day immediately following the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent, and (ii) if this Agreement is signed between midnight (New York City time) and 9:00 a.m. (New York City time) on any Trading Day, no later than 9:01 a.m. (New York City time) on the date hereof, unless otherwise instructed as to an earlier time by the Placement Agent.

“Escrow Agent” means Placement Agent Counsel, or as designated therein.

“Escrow Agreement” means the Escrow Agreement, dated as of the date hereof, by and among the Company, the Placement Agent and the Escrow Agent.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Exempt Issuance” means: (i) the Securities to be sold hereunder, (ii) the issuance by the Company of Common Shares upon the exercise of an outstanding share option or warrant or the conversion of a security outstanding on the date hereof, of which the Placement Agent has been advised, provided that such share option, warrant or other convertible security has not been amended after the date hereof to decrease the exercise or conversion price, increase the number of common shares issuable upon exercise or conversion, or extend the duration thereof, (iii) any issuance of securities disclosed in the Registration Statement, the Time of Sale Prospectus or the Prospectus, (iv) Common Shares paid as dividends on the Company’s series A senior convertible preferred shares, (v) securities issued pursuant to acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company or securities issued in financing transactions, the primary purpose of which is to finance acquisitions or strategic transactions approved by a majority of the disinterested directors of the Company, (vi) Common Shares, options or convertible securities issued to banks, equipment lessors or other financial institutions or other lenders, or to real property lessors, pursuant to a debt financing, equipment leasing or real property leasing transaction, approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, (vii) Common Shares, options or convertible securities issued to in connection with the provision of goods or services pursuant to transactions approved by a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, (viii) Common Shares, options or convertible securities issued in connection with sponsored research, collaboration, technology license, development, investor or public relations, marketing or other similar agreements or strategic partnerships approved a majority of the disinterested directors of the Company, but shall not include a transaction in which the Company is primarily issuing such securities primarily for the purpose of raising capital or to a person or an entity whose primary business is investing in securities, (ix) the issuance by the Company of any Common Shares or standard options to purchase Common Shares to directors, officers, employees or consultants of the Company or its subsidiaries in their capacity as such pursuant to an Approved Stock Plan, (x) the issuance by the Company of any Common Shares or standard options to purchase Common Shares to directors and officers of the Company or its subsidiaries as payment for deferred compensation, subject to Shareholder Approval (as defined below), or (xi) the creation and issuance of preferred shares with super voting rights, which may be created and issued for the sole purpose of obtaining the Shareholder Approval (as defined below), after which time such shares will be automatically redeemed by the Company.

“FCPA” means the Foreign Corrupt Practices Act of 1977, as amended.

“Intellectual Property Counsel” means Nolte Lackenbach Siegel, with offices located at 111 Brook St Suite 101, Scarsdale, NY 10583, United States.

“Knowledge” means with respect to the Company, the actual knowledge of each of the executive officers of the Company set forth in the section entitled “Management” in the Registration Statement, after reasonable inquiry.

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“Liens” means a lien, charge, pledge, security interest, encumbrance, right of first refusal, preemptive right or other restriction.

“Lock-Up Agreements” means the Lock-Up Agreements, dated as of the date hereof, by the directors, officers and 5% shareholders of the Company, in the form agreed by the Company and the Placement Agent.

“Per Share Purchase Price” equals $0.27, subject to adjustment for reverse and forward share splits, share dividends, share combinations and other similar transactions of the Common Shares that occur after the date of this Agreement, provided that the purchase price per Pre-Funded Warrant shall be the Per Share Purchase Price minus $0.01.

“Person” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind.

“Placement Agent” means Spartan Capital Securities LLC.

“Placement Agent Agreement” means the placement agent agreement, dated on or about the date hereof, between the Company and the Placement Agent.

“Placement Agent Counsel” means Sichenzia Ross Ference Carmel LLP, with offices located at 1185 Avenue of the Americas, 31st Floor, New York, New York 10036.

“Pre-Funded Warrants” means, collectively, the Pre-Funded Common Share Purchase Warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(b)(ii) hereof, which Pre-Funded Warrants shall be in the form of Exhibit A attached hereto.

“Pre-Funded Warrant Shares” means the Common Shares underlying the Pre-Funded Warrants.

“Proceeding” means an action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened.

“Registration Rights Agreement” means the Registration Rights Agreement, dated as of the date hereof, by and among the Company and the Purchasers, in the form of form of Exhibit D attached hereto.

“Release Date” means the later of (x) the earlier of the date that (i) the initial Resale Registration Statement registering for resale all Securities has been declared effective by the Commission or (ii) the Securities can be sold, assigned or transferred without restriction or limitation pursuant to Rule 144 or Rule 144A promulgated under the Securities Act and (y) the date that the Company obtains the Shareholder Approval.

“Resale Effective Date” means the earliest of the date that (a) the initial Resale Registration Statement registering for resale all Securities has been declared effective by the Commission, (b) all of the Securities have been sold pursuant to Rule 144 or may be sold pursuant to Rule 144 without the requirement for the Company to be in compliance with the current public information required under Rule 144 and without volume or manner-of-sale restrictions, (c) following the one year anniversary of the Closing Date, provided that a holder of Securities is not an Affiliate of the Company, or (d) all of the Securities may be sold pursuant to an exemption from registration under Section 4(a)(1) of the Securities Act without volume or manner-of-sale restrictions and Company Counsel has delivered to such holders a standing written unqualified opinion that resales may then be made by such holders of the Securities pursuant to such exemption which opinion shall be in form and substance reasonably acceptable to such holders.

“Resale Registration Statement” means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale by the Purchasers of the Securities.

“Rule 144” means Rule 144 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

A-3

“Rule 424” means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended or interpreted from time to time, or any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.

“Securities” means the Shares, the Pre-Funded Warrants, the Pre-Funded Warrant Shares, the Warrants and the Warrant Shares.

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Series A Warrants” means Common Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, in the form of Exhibit B attached hereto.

“Series B Warrants” means Common Share purchase warrants delivered to the Purchasers at the Closing in accordance with Section 2.2(a) hereof, in the form of Exhibit C attached hereto.

“Shares” means the Common Shares issued or issuable to each Purchaser pursuant to this Agreement.

“Short Sales” means all “short sales” as defined in Rule 200 of Regulation SHO under the Exchange Act (but shall not be deemed to include locating and/or borrowing Common Shares).

“Subscription Amount” means, as to each Purchaser, the aggregate amount to be paid for the Shares purchased hereunder as specified below such Purchaser’s name on the signature page of this Agreement and next to the heading “Subscription Amount,” in United States dollars and in immediately available funds (minus, if applicable, a Purchaser’s aggregate exercise price of the Pre-Funded Warrants, which amounts shall be paid as and when such Pre-Funded Warrants are exercised).

“Subsidiary” means any subsidiary of the Company as set forth in the Disclosure Schedules, and shall, where applicable, also include any direct or indirect subsidiary of the Company formed or acquired after the date hereof.

“Trading Day” means a day on which the principal Trading Market is open for trading.

“Trading Market” means any of the following markets or exchanges on which the Common Share is listed or quoted for trading on the date in question: the NYSE American, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange, the Pink Open Market, OTCQB or the OTCQX (or any successors to any of the foregoing).

“Transaction Documents” means this Agreement, the Pre-Funded Warrants, the Registration Rights Agreement, the Placement Agent Agreement, the Warrants, the Lock-Up Agreements, the Escrow Agreement, and all exhibits and schedules thereto and hereto and any other documents or agreements executed in connection with the transactions contemplated hereunder.

“Transfer Agent” means VStock Transfer, LLC, the current transfer agent of the Company, with a mailing address of 18 Lafayette Pl, Woodmere, NY 11598, and any successor transfer agent of the Company.

“Warrants” means collectively, the Series A Warrants and the Series B Warrants.

“Warrant Shares” means the shares of Common Shares issuable upon exercise of the Warrants.

A-4

Article II
PURCHASE AND SALE

2.1 Closing. On the Closing Date, upon the terms and subject to the conditions set forth herein, substantially concurrent with the execution and delivery of this Agreement by the parties hereto, the Company agrees to sell, and the Purchasers, severally and not jointly, agree to purchase, up to an aggregate of approximately $11.424 million of Shares and Warrants; provided, however, that in accordance with NYSE American rules, the maximum number of Shares that may be purchased hereunder is 3,453,980 (the “Exchange Cap”) and that all Shares in excess of the Exchange Cap shall be issued as Pre-Funded Warrants in lieu of Shares in such manner to result in the same aggregate purchase price being paid by the Purchasers, less $0.01 per Pre-Funded Warrant; and provided further that if NYSE American determines that the transactions contemplated by this Agreement shall be aggregated with any prior offering of securities by the Company, then the Exchange Cap may be reduced to zero, in which case no Shares shall be issued and Pre-Funded Warrants will be issued in lieu of Shares. Each Purchaser shall deliver to the Escrow Agent, via wire transfer, immediately available funds equal to such Purchaser’s Subscription Amount as set forth on the signature page hereto executed by such Purchaser, and the Company shall deliver to each Purchaser its respective Shares and/or Pre-Funded Warrants and Warrants, as determined pursuant to Section 2.2(a) and Section 2.2(b), and the Company and each Purchaser shall deliver the other items set forth in Section 2.2(c) and Section 2.2(d) deliverable at the Closing. Upon satisfaction of the covenants and conditions set forth in Sections 2.3(a) and 2.3(b), the Closing shall take place remotely by electronic means. Unless otherwise directed by the Placement Agent, settlement of the Shares shall occur via “Delivery Versus Payment” (i.e., on the Closing Date, the Company shall issue the Shares registered in the Purchasers’ names and addresses and released by the Transfer Agent directly to the account(s) at the Placement Agent identified by each Purchaser; and upon receipt of such Shares, the Placement Agent shall promptly electronically deliver such Shares to the applicable Purchaser, and payment therefor shall be made by the Placement Agent (or its clearing firm) by wire transfer to the Company).

2.2 Deliveries.

(a) The Company shall deliver or cause to be delivered to each Purchaser the following on the date hereof:

(i) this Agreement duly executed by the Company;

(ii) the Lock-Up Agreements;

(iii) the Registration Rights Agreement duly executed by the Company;

(iv) the Escrow Agreement duly executed by the Company; and

(v) the Placement Agent Agreement duly executed by the Company.

(b) The Company shall deliver or cause to be delivered to each Purchaser the following on or on or prior to the Closing Date:

(i) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver the Shares to the Placement Agent in accordance with Section 2.1;

(ii) for each Purchaser of Pre-Funded Warrants pursuant to Section 2.1, a Pre-Funded Warrant registered in the name of such Purchaser to purchase up to a number of Common Shares set forth on the signature page hereto;

(iii) for each Purchaser of Shares and/or Pre-Funded Warrants, one Series A Warrant and one Series B Warrant for each Share and/or Pre-Funded Warrant purchased registered in the name of such Purchaser.

(iv) the Company shall have provided a flow of funds, on Company letterhead and executed by the Chief Executive Officer or Chief Financial Officer;

(v) a duly executed and delivered Officers’ Certificate, in customary form reasonably satisfactory to the Placement Agent and its counsel;

(vi) a legal opinion of Company Counsel, addressed to the Placement Agent and the Purchasers, in form and substance reasonably acceptable to the Placement Agent and the Purchasers;

(vii) a legal opinion of Intellectual Property Counsel, substantially in the form and substance reasonably acceptable to the Placement Agent and each Purchaser; and

(viii) a duly executed joint written instruction to the Escrow Agent.

A-5

(c) Each Purchaser, and the Placement Agent, as applicable, shall deliver or cause to be delivered to the Company or the Escrow Agent, on the date hereof:

(i) this Agreement duly executed by such Purchaser;

(ii) the Registration Rights Agreement duly executed by such Purchaser;

(iii) the Escrow Agreement duly executed by the Placement Agent; and

(iv) Placement Agent Agreement duly executed by the Placement Agent.

(d) Each Purchaser shall deliver or cause to be delivered to the Escrow Agent, on or prior to the Closing Date, such Purchaser’s Subscription Amount by wire transfer to the account specified in writing by the Company.

(e) On the Closing Date, the Placement Agent shall deliver a duly executed joint written instruction to the Escrow Agent.

2.3 Closing Conditions.

(a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) on the Closing Date of the representations and warranties of the Purchasers contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects (or, to the extent representations or warranties are qualified by materiality, in all respects) as of such date);

(ii) all obligations, covenants and agreements of each Purchaser required to be performed at or prior to the Closing Date shall have been performed; and

(iii) the delivery by each Purchaser of the items set forth in Sections 2.2(c) and 2.2(d) of this Agreement.

(b) The respective obligations of the Purchasers hereunder in connection with the Closing are subject to the following conditions being met:

(i) the accuracy in all material respects (or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect (as defined below), in all respects) when made and on the Closing Date of the representations and warranties of the Company contained herein (unless as of a specific date therein in which case they shall be accurate in all material respects or, to the extent representations or warranties are qualified by materiality or Material Adverse Effect, in all respects) as of such date);

(ii) all obligations, covenants and agreements of the Company required to be performed at or prior to the Closing Date shall have been performed;

(iii) the delivery by the Company of the items set forth in Sections 2.2(a) and 2.2(b) of this Agreement;

(iv) there shall have been no Material Adverse Effect with respect to the Company; and

(v) from the date hereof to the Closing Date, trading in the Common Shares shall not have been suspended by the Commission or the Company’s principal Trading Market, and, at any time prior to the Closing Date, trading in securities generally as reported by Bloomberg L.P. shall not have been suspended or limited, or minimum prices shall not have been established on securities whose trades are reported by such service, or on any Trading Market, nor shall a banking moratorium have been declared either by the United States or New York State authorities nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity of such magnitude in its effect on, or any material adverse change in, any financial market which, in each case, in the reasonable judgment of such Purchaser, makes it impracticable or inadvisable to purchase the Securities at the Closing.

A-6

Article III
REPRESENTATIONS AND WARRANTIES

3.1 Representations and Warranties of the Company. Except as set forth in the Disclosure Schedules, which Disclosure Schedules shall be deemed a part hereof and shall qualify any representation or otherwise made herein to the extent of the disclosure contained in the corresponding section of the Disclosure Schedules, the Company hereby makes the following representations and warranties to each Purchaser:

(a) Subsidiaries. All of the Subsidiaries of the Company and their respective jurisdictions of incorporation or organization are set forth on Schedule 3.1(a). The Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any Liens, and all of the issued and outstanding shares of capital stock or other equity interests of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

(b) Organization and Qualification. The Company and each of the Subsidiaries, as applicable, is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary, as applicable, is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries, as applicable, is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, as applicable, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(c) Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and each of the other Transaction Documents and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement and each of the other Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Board of Directors or the Company’s shareholders in connection herewith or therewith other than in connection with the Required Approvals. This Agreement and each other Transaction Document to which it is a party has been (or upon delivery will have been) duly executed by the Company and, when delivered in accordance with the terms hereof and thereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(d) No Conflicts. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which it is a party, the issuance and sale of the Securities and the consummation by it of the transactions contemplated hereby and thereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s, as applicable, certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, as applicable, or give to others any rights of termination, amendment, anti-dilution or similar adjustments, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary, as applicable, debt or otherwise) or other understanding to which the Company or any Subsidiary, as applicable, is a party or by which any property or asset of the Company or any Subsidiary, as applicable, is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary, as applicable, is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary, as applicable, is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not have or reasonably be expected to result in a Material Adverse Effect.

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(e) Filings, Consents and Approvals. The Company is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of the Transaction Documents, other than: (i) the filings required pursuant to Section 4.4 of this Agreement, (ii) the filing with the Commission of the Resale Registration Statement pursuant to the Registration Rights Agreement, (iii) the notice and/or application(s) to each applicable Trading Market for the issuance and sale of the Securities and the listing of the Shares and Warrant Shares for trading thereon in the time and manner required thereby, and (iv) the Shareholder Approval and such other filings as are required to be made under applicable state securities laws (the “Required Approvals”).

(f) Issuance of the Securities. The Securities are duly authorized and, when issued and paid for in accordance with the applicable Transaction Documents, will be duly and validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable law. The Warrant Shares, when issued in accordance with the terms of the Transaction Documents, will be validly issued, fully paid and nonassessable (which means that no further sums are required to be paid by the holders thereof in connection with the issue thereof), free and clear of all Liens imposed by the Company other than restrictions on transfer provided for in the Transaction Documents and applicable law. The Company has reserved from its duly authorized capital stock the maximum number of Common Shares issuable pursuant to this Agreement and the Warrants.

(g) Capitalization. The capitalization of the Company as of the date hereof is as set forth on Schedule 3.1(g), which Schedule 3.1(g) shall also include the number of Common Shares owned beneficially, and of record, by Affiliates of the Company as of the date hereof. Except as set forth on Schedule 3.1(g), the Company has not issued any shares since its most recently filed periodic report under the Exchange Act, other than pursuant to the exercise of employee share options or vesting of restricted shares under the Company’s equity incentive plans, the issuance of Common Shares to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of Common Share Equivalents outstanding as of the date of the most recently filed periodic report under the Exchange Act. Other than the Placement Agent to act in said capacity, no Person has any right of first refusal, preemptive right, right of participation, or any similar right to participate in the transactions contemplated by the Transaction Documents. Except as set forth in Schedule 3.1(g), or pursuant to this Agreement, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any Common Shares or the capital stock of any Subsidiary, as applicable, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary, as applicable, is or may become bound to issue additional Common Shares or Common Share Equivalents or capital stock of any Subsidiary, as applicable. The issuance and sale of the Securities will not obligate the Company or any Subsidiary, as applicable, to issue Common Shares or other securities to any Person (other than the Purchasers). Except as set forth in the Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary, as applicable, with any provision that adjusts the exercise, conversion, exchange or reset price of such security or instrument upon an issuance of securities by the Company or any Subsidiary, as applicable. Except as set forth in the Schedule 3.1(g), there are no outstanding securities or instruments of the Company or any Subsidiary, as applicable, that contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any Subsidiary, as applicable, is or may become bound to redeem a security of the Company or such Subsidiary, as applicable. The Company does not have any stock appreciation rights or “phantom stock” plans or agreements or any similar plan or agreement. All of the outstanding shares of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder, the Board of Directors or others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s shares to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

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(h) SEC Reports; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the two years preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“GAAP”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated Subsidiaries, as applicable, as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments.

(i) Audited Financial Information. The consolidated balance sheets of the Company as of December 31, 2023 and December 31, 2022, and the related audited income statements, changes in shareholder or member equity and statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards (the “Audited Company Financials”), fairly present in all material respects the financial position of the Company at the respective dates thereof, subject to adjustments which are not expected to have a Material Adverse Effect. The forecasts and projections, if any, contained in the Audited Company Financials will have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances.

(j) Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the SEC Reports, except as set forth in the SEC Reports, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company equity incentive plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by this Agreement or as set forth in the SEC Reports, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries, as applicable, or their respective businesses, prospects, properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 Trading Day prior to the date that this representation is made. No event, liability, development or circumstance has occurred or exists, or is reasonably expected to exist or occur with respect to the Company, or any of its businesses, properties, liabilities, prospects, operations (including results thereof) or condition (financial or otherwise), that (i) could have a material adverse effect on any Purchaser’s investment hereunder or (ii) could have a Material Adverse Effect. The reserves, if any, established by the Company or the lack of reserves, if applicable, are reasonable based upon facts and circumstances known by the Company on the date hereof and there are no loss contingencies that are required to be accrued by the Statement of Financial Accounting Standard No. 5 of the Financial Accounting Standards Board which are not provided for by the Company in its financial statements or otherwise.

(k) Litigation. There is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary, as applicable, or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”), which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, as applicable, nor, to the knowledge of the Company, any director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary, as applicable, under the Exchange Act or the Securities Act.

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(l) Labor Relations. No labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’, as applicable, employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, as applicable, and neither the Company nor any of its Subsidiaries, as applicable, is a party to a collective bargaining agreement, and the Company and its Subsidiaries, as applicable, believe that their relationships with their employees are good. To the knowledge of the Company, no executive officer of the Company or any Subsidiary, as applicable, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries, as applicable, to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries, as applicable, are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(m) Compliance. Neither the Company nor any Subsidiary, as applicable: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary, as applicable, under), nor has the Company or any Subsidiary, as applicable, received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or other governmental authority or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not have or reasonably be expected to result in a Material Adverse Effect.

(n) Environmental Laws. To the knowledge of the Company, as of the date hereof, the Company and its Subsidiaries, as applicable, (i) are in compliance with all federal, state, local and foreign laws relating to pollution or protection of human health or the environment (including ambient air, surface water, groundwater, land surface or subsurface strata), including laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants, contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands, or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations, issued, entered, promulgated or approved thereunder (“Environmental Laws”); (ii) have received all permits licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses; and (iii) are in compliance with all terms and conditions of any such permit, license or approval where in each clause (i), (ii) and (iii), the failure to so comply could be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

(o) Regulatory Permits. The Company and the Subsidiaries, as applicable, possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct their respective businesses as described in the SEC Reports, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary, as applicable, has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(p) Title to Assets. The Company and the Subsidiaries, as applicable, have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, as applicable, in each case, except as set forth in the SEC Reports, free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, as applicable, and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries, as applicable, are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries, as applicable, are in compliance.

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(q) Intellectual Property. The Company and the Subsidiaries, as applicable, have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). None of, and neither the Company nor any Subsidiary, as applicable, has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary, as applicable, has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries, as applicable, have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

(r) Insurance. The Company and the Subsidiaries, as applicable, are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries, as applicable, are engaged, including, but not limited to, directors and officers insurance coverage at least equal to $2,500,000. Neither the Company nor any Subsidiary, as applicable, has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(s) Transactions With Affiliates and Employees. Except as set forth in the SEC Reports, none of the officers or directors of the Company or any Subsidiary, as applicable, and, to the knowledge of the Company, none of the employees of the Company or any Subsidiary, as applicable, is presently a party to any transaction with the Company or any Subsidiary, as applicable, (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, providing for the borrowing of money from or lending of money to or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee, shareholder, member or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including share option or restricted share grant agreements under any equity incentive plan of the Company.

(t) Sarbanes-Oxley; Internal Accounting Controls. The Company and the Subsidiaries, as applicable, are in compliance with any and all applicable requirements of the Sarbanes-Oxley Act of 2002, as amended that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date. The Company and the Subsidiaries, as applicable, maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. The Company and the Subsidiaries, as applicable, have established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and the Subsidiaries, as applicable, and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. The Company presented in its most recently filed periodic report under the Exchange Act the conclusions of the certifying officers about the effectiveness of the disclosure controls and procedures based on their evaluations as of the end of the period covered by the most recently filed periodic report under the Exchange Act (such date, the “Evaluation Date”). Since the Evaluation Date, there have been no changes in the internal control over financial reporting (as such term is defined in the Exchange Act) of the Company and its Subsidiaries, as applicable, that have materially affected, or is reasonably likely to materially affect, the internal control over financial reporting of the Company and its Subsidiaries, as applicable. Notwithstanding anything contained above to the contrary, the SEC Reports disclose certain historical weaknesses in internal controls and the Company’s plan of remediation of these weaknesses.

(u) Certain Fees. Except for fees payable by the Company to the Placement Agent, no brokerage or finder’s fees or commissions are or will be payable by the Company or any Subsidiary, as applicable, to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchasers shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by the Transaction Documents.

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(v) Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

(w) Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(x) Registration Rights. Except as disclosed on Schedule 3.1(x) and other than to each of the Purchasers pursuant to the Registration Rights Agreement, no Person has any right to cause the Company or any Subsidiary, as applicable, to effect the registration under the Securities Act of any securities of the Company or any Subsidiary, as applicable.

(y) Listing and Maintenance Requirements. The Common Shares are registered pursuant to Section 12(b) or 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Shares under the Exchange Act nor has the Company received any notification that the Commission is contemplating terminating such registration. The Company has not, in the 12 months preceding the date hereof, received notice from any Trading Market on which the Common Shares are or have been listed or quoted to the effect that the Company is not in compliance with the listing or maintenance requirements of such Trading Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements. The Common Shares are currently eligible for electronic transfer through the Depository Trust Company or another established clearing corporation and the Company is current in payment of the fees to the Depository Trust Company (or such other established clearing corporation) in connection with such electronic transfer.

(z) Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of formation (or similar charter documents) or the laws of its state of formation that is or could become applicable to the Purchasers as a result of the Purchasers and the Company fulfilling their obligations or exercising their rights under the Transaction Documents, including without limitation as

SEC Form DEF 14A filed by 1847 Holdings LLC