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
Exhibit No. Description of Exhibit
10.1 6% Amortizing Promissory Note, dated July 29, 2020, by and among 1847
Asien Inc. and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as
trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992
(incorporated by reference to Exhibit 10.2 to the Current Report on
Form 8-K filed on August 4, 2020)
10.2 Amendment No. 1 to Securities Purchase Agreement, dated October 8,
2021, between 1847 Asien Inc. and Joerg Christian Wilhelmsen and Susan
Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated
May 1, 1992 (incorporated by reference to Exhibit 10.18 to the Current
Report on Form 8-K filed on October 13, 2021)
10.3 Letter Agreement, dated October 20, 2022, between Asien Inc. and
Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the
Wilhelmsen Family Trust, U/D/T dated May 1, 1992
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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