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): September 25, 2020 (October 1, 2020)

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: None 

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.

On September 25, 2020, 1847 Asien Inc. (“1847 Asien”), a subsidiary of 1847 Holdings LLC (the “Company”), through its subsidiary, Asien’s Appliance, Inc., entered into an Inventory Financing Agreement (the “Agreement”) with Wells Fargo Commercial distribution Finance, LLC (the “Lender”) providing for a letter of credit for up to $500,000 (the “Loan”). The term of the Agreement is one year, and from year to year thereafter, unless sooner terminated by either party upon 30 days written notice to the other party.

Pursuant to the terms of the Agreement, 1847 Asien’s has granted to the Lender a security interest in its inventory and equipment, accounts and other rights of payments, and general intangibles, as such terms are defined in the Uniform Commercial Code.

The Agreement contains customary events of default, including the occurrence of the following: (i) a failure to make a payment in full when due; (ii) insolvency or bankruptcy; (iii) a material adverse change in the business, operations or conditions of 1847 Asien; or (iv) a breach of any representation, covenant, warranty or agreement made in connection with the Loan. The Agreement contains customary representations, warranties, and affirmative and negative covenants for a loan of this type.

In connection with the Loan, 1847 Asien and the Company entered into a Guaranty, pursuant to which 1847 Asien and the Company jointly and severally guaranteed the full and punctual payment and performance of obligations due under the Agreement, including all reasonable fees and expenses incurred by or on behalf of Lender to protect or enforce any of Lender’s rights under the Guaranty.

The foregoing summary of the terms and conditions of the Agreement and the Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of such documents attached hereto as Exhibits 10.1 and 10.2, respectively, which are 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.

The following exhibits are filed herewith:

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.

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