UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 26, 2022 (October 20, 2022)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging Growth Company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on July 29, 2020, 1847 Asien Inc. (“1847 Asien”), a subsidiary of 1847 Holdings LLC (the “Company”), entered into a securities purchase agreement with Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992 (the “Trust”), pursuant to which the Trust sold 103,750 of the Company’s common shares to 1847 Asien at a purchase price of $10.00 per share. As consideration, 1847 Asien issued to the Trust a two-year 6% amortizing promissory note in the aggregate principal amount of $1,037,500 (the “Note”). The Note is unsecured and contains customary events of default.

As previously disclosed, on October 8, 2021, 1847 Asien and the Trust entered into amendment no. 1 to securities purchase agreement to amend certain terms of the securities purchase agreement and the Note (the “First Amendment”). Pursuant to the First Amendment, the repayment terms of the Note were revised so that one-half (50%) of the outstanding principal amount ($518,750) and all accrued interest thereon shall be amortized on a two-year straight-line basis and payable quarterly in accordance with the amortization schedule set forth on Exhibit A to the First Amendment, except for the payments that were initially scheduled on January 1, 2022 and April 1, 2022, which were paid on October 1, 2021, and the second-half (50%) of the outstanding principal amount ($518,750) and all accrued, but unpaid interest thereon shall be paid on the second anniversary of the date of the Note, or July 29, 2022, along with any other unpaid principal or accrued interest thereon.

On October 20, 2022, 1847 Asien and the Trust entered into a letter agreement to further amend the Note (the “Second Amendment”). Pursuant to the Second Amendment, the parties agreed to extend the maturity date of the Note to February 28, 2023 and revised the repayment terms so that the outstanding principal amount and all accrued interest thereon shall be payable monthly, beginning on November 30, 2022, in accordance with the payment schedule set forth on Exhibit A to the Second Amendment. As additional consideration for entering into the Second Amendment, 1847 Asien agreed to also pay the Trust $87,707 as an amendment fee.

The foregoing summary of the terms and conditions of the Second Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Second Amendment attached hereto as Exhibit 10.3, which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.03

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.