Item 1.01 Entry into a Material Definitive Agreement.

Amendment to Merger Agreement and Closing of Merger

As previously disclosed, on December 21, 2022, 1847 ICU Holdings Inc. ("1847 ICU") and 1847 ICU Acquisition Sub Inc. ("Merger Sub"), both wholly owned subsidiaries of 1847 Holdings LLC (the "Company"), entered into an agreement and plan of merger with ICU Eyewear Holdings Inc. ("ICU Eyewear") and San Francisco Equity Partners, as the stockholder representative. On February 9, 2023, the parties entered into a first amendment to agreement and plan of merger to amend certain terms of the agreement and plan of merger.

On February 9, 2023, closing of the transactions contemplated by the agreement and plan of merger, as amended (the "Merger Agreement"), was completed. Pursuant to the Merger Agreement, Merger Sub merged with and into ICU Eyewear, with ICU Eyewear surviving the merger as a wholly owned subsidiary of 1847 ICU (the "Merger"). The merger consideration paid by 1847 ICU to the stockholders of ICU Eyewear (the "Stockholders") consists of (i) $4,000,000 in cash, minus any unpaid debt of ICU Eyewear and certain transaction expenses, and (ii) 6% subordinated promissory notes in the aggregate principal amount of $500,000 (the "Purchase Price").

The Merger Agreement contains customary representations, warranties and covenants. The Merger Agreement also contains a mutual indemnification by 1847 ICU and certain Stockholders (the "Majority Stockholders") for breaches of representations or warranties and failure to perform covenants or obligations contained in the Merger Agreement. In the case of the indemnification provided by the Majority Stockholders with respect to breaches of certain non-fundamental representations and warranties, the aggregate liability of the Majority Stockholders shall not exceed 10% of the Purchase Price, with 1847 ICU's sole recourse of recovery with respect to such matters being against any unpaid outstanding principal amount of the Merger Notes (as defined below), and the Majority Stockholders will only become liable for such indemnified losses if the amount exceeds an aggregate of $40,000, whereupon the Majority Stockholders will be liable for all losses that exceed the $40,000 threshold. The aggregate liability of the Majority Stockholders with respect to breaches of certain fundamental representations and warranties or with respect to fraud committed by ICU Eyewear or a Majority Stockholder shall not exceed the amount of the Purchase Price actually received by the Majority Stockholder.

As noted above, a portion of the Purchase Price was paid by the issuance of 6% subordinated promissory notes in the aggregate principal amount of $500,000 by 1847 ICU to the Stockholders (the "Merger Notes"). The Merger Notes shall bear interest at the rate of 6% per annum with all principal and accrued interest being due and payable in one lump sum on February 9, 2024; provided that upon an event of default (as defined in the Merger Notes), such interest rate shall increase to 10%. 1847 ICU may prepay all or any portion of the Merger Notes at any time prior to the maturity date without premium or penalty of any kind. The Merger Notes contain customary events of default, including, without limitation, in the event of (i) non-payment, (ii) a default by 1847 ICU of any of its covenants in the Merger Notes, the Merger Agreement or any other agreement entered into in connection with the Merger Agreement, or a breach of any of the representations or warranties under such documents, (iii) the insolvency or bankruptcy of 1847 ICU or ICU Eyewear or (iv) a change of control (as defined in the Merger Notes) of 1847 ICU or ICU Eyewear. The Merger Notes are unsecured and subordinated to all senior indebtedness (as defined in the Merger Notes), including to the Revolving Note (as defined below).

The foregoing description of the Merger Agreement and the Merger Notes does not purport to be complete and is qualified in its entirety by reference to the full text of those documents filed as exhibits to this report, which are incorporated herein by reference.

Management Services Agreement

On February 9, 2023, 1847 ICU entered into a management services agreement (the "Offsetting MSA") with the Company's manager, 1847 Partners LLC (the "Manager"). The MSA is an offsetting management services agreement as defined in that certain management services agreement, dated April 15, 2013, between the Company and the Manager, as amended (the "MSA").





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Pursuant to the Offsetting MSA, 1847 ICU appointed the Manager to provide certain services to it for a quarterly management fee equal to the greater of $75,000 or 2% of adjusted net assets (as defined in the MSA) (the "Management Fee"); provided, however, that (i) pro-rated payments shall be made in the first quarter and the last quarter of the term, (ii) if the aggregate amount of management fees paid or to be paid by 1847 ICU, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to any fiscal year exceeds, or is expected to exceed, 9.5% of the Company's gross income with respect to such fiscal year, then the Management Fee to be paid by 1847 ICU for any remaining fiscal quarters in such fiscal year shall be reduced, on a pro rata basis determined by reference to the management fees to be paid to the Manager by all of the subsidiaries of the Company, until the aggregate amount of the Management Fee paid or to be paid by 1847 ICU, together with all other management fees paid or to be paid by all other subsidiaries of the Company to the Manager, in each case, with respect to such fiscal year, does not exceed 9.5% of the Company's . . .

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 is incorporated by reference into this Item 2.01.

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 3.02 Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 regarding the issuance of the Shares, the Notes and the Warrants is incorporated by reference into this Item 3.02. The issuance of these securities is being made in reliance upon an exemption from the registration requirements of Section 5 of the Securities Act.





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Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The financial statements of ICU Eyewear will be filed by an amendment to this Form 8-K within 71 calendar days of the date that this report was due.

(b) Pro forma financial information

Pro forma financial information will also be filed by an amendment to this Form 8-K within 71 calendar days of the date that this report was due.





(d) Exhibits



Exhibit No.   Description of Exhibit
4.1             Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite
              Fund I, LP on February 9, 2023
4.2             Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite
              Fund I, LP on February 9, 2023
4.3             Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill
              Fund, L.P. on February 9, 2023
10.1            Agreement and Plan of Merger, dated December 21, 2022, among 1847 ICU
              Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU Eyewear Holdings Inc.
              and San Francisco Equity Partners
10.2            First Amendment to Agreement and Plan of Merger, dated February 9,
              2023, among 1847 ICU Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU
              Eyewear Holdings Inc. and San Francisco Equity Partners
10.3            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Oceanus Investment Inc. on February 9, 2023
10.4            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              San Francisco Equity Partners III, LP on February 9, 2023
10.5            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Richard Conti on February 9, 2023
10.6            6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to
              Kirk Hobbs on February 9, 2023
10.7            Management Services Agreement, dated February 9, 2023, between 1847
              ICU Holdings Inc. and 1847 Partners LLC
10.8            Loan and Security Agreement, dated February 9, 2023, among Industrial
              Funding Group, Inc., 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc.
              and ICU Eyewear, Inc.
10.9            Secured Promissory Note issued by 1847 ICU Holdings Inc., ICU Eyewear
              Holdings Inc. and ICU Eyewear, Inc. to Industrial Funding Group, Inc. on
              February 9, 2023
10.10           Domain Name, URL and IP Address Agreement, dated February 9, 2023, by
              1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc.
              in favor of Industrial Funding Group, Inc.
10.11           Trademark Security Agreement, dated February 9, 2023, by 1847 ICU
              Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. in favor
              of Industrial Funding Group, Inc.
10.12           Indemnity and Release Letter, dated February 11, 2023, among GemCap
              Solutions, LLC, Industrial Funding Group, Inc., 1847 ICU Holdings Inc.,
              ICU Eyewear Holdings Inc. and ICU Eyewear, Inc.
10.13           Securities Purchase Agreement, dated February 9, 2023, between 1847
              Holdings LLC and Leonite Fund I, LP
10.14           Securities Purchase Agreement, dated February 9, 2023, between 1847
              Holdings LLC and Mast Hill Fund, L.P.
10.15           Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on
              February 9, 2023
10.16           Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on
              February 9, 2023
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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