8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported):

April 7, 2025 (April 2, 2025)

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 November 4, 2024, 1847 CMD Inc. (“1847 CMD”), a wholly owned subsidiary of 1847 Holdings LLC (the “Company”), entered into a stock and membership interest purchase agreement with Christopher M. Day, which was amended and restated on December 5, 2024 and further amended on December 13, 2024 and December 16, 2024 (as so amended, the “Purchase Agreement”). Pursuant to the Purchase Agreement, 1847 CMD agreed to acquire all of the issued and outstanding capital stock of CMD Inc., a Nevada corporation (“CMD”), and all of the membership interests of CMD Finish Carpentry LLC, a Nevada limited liability company (“Finish” and together with CMD, the “CMD Companies”), from The CD Trust, dated October 18, 2021 (the “Seller”).

As previously disclosed, on December 16, 2024, closing of the transactions contemplated by the Purchase Agreement was completed. Pursuant to the Purchase Agreement, the Company acquired the CMD Companies for an aggregate purchase price of $18,750,000, consisting of $17,750,000 in cash (subject to adjustments) and $1,000,000 of a promissory note in the principal amount of $1,050,000 (collectively, the “Purchase Price”), the remaining $50,000 of which is allocated for Seller’s expenses. The Company also paid a deposit of $1,000,000 and the Seller’s legal fees of $25,000, which were not applied to the Purchase Price.

Pursuant to the Purchase Agreement, the Purchase Price was subject to a post-closing working capital adjustment provision.  On April 2, 2025, the parties entered into Amendment No. 3 to the Purchase Agreement (the “Amendment”), pursuant to which the parties agreed to waive the working capital adjustment provision. The parties also agreed that no Purchase Price adjustment was due at the closing as a result of comparing the Net Working Capital Target (as defined in the Purchase Agreement) to the net working capital reflected in the Preliminary Balance Sheet (as defined in the Purchase Agreement). In addition, the parties agreed that the Seller will not be in breach of Section 4.5 of the Purchase Agreement (Financial Statements) with respect to line items that are included in the net working capital calculation.

The foregoing summary of the terms and conditions of the Purchase Agreement and the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of those documents attached as Exhibits hereto, which are incorporated herein by reference.

1

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On April 3, 2025, the Company received a notification letter from NYSE Regulation notifying the Company that it had determined to delist the Company’s common shares from NYSE American as it had determined that the Company is no longer suitable for listing pursuant to Section 1003(f)(v) of the NYSE American Company Guide due to the low selling price of the Company’s common shares. Under NYSE delisting procedures, the Company has a right to a review of this determination by the Listings Qualifications Panel of the Committee for Review of the Board of Directors of the Exchange by providing a written request for such a review on or before April 10, 2025. The Company intends to request such a review.

Trading of the Company’s common shares on NYSE American was suspended on April 3, 2025. Since the Company intends to request a review of the delisting determination, trading of the Company’s common shares will remain suspended until the review is completed.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

2

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.

3

Exhibit 10.5

AMENDMENT NO. 3

TO

AMENDED AND RESTATED

STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT

This AMENDMENT NO. 3 TO AMENDED AND RESTATED STOCK AND MEMBERSHIP INTEREST PURCHASE AGREEMENT, dated April 2, 2025 (this “Amendment”), is entered into by and among 1847 CMD INC., a Delaware corporation, Christopher M. Day, and The CD Trust, dated October 18, 2021 (the “Trust”).

BACKGROUND

The Buyer and the Seller previously entered into that certain Amended and Restated Stock and Membership Interest Purchase Agreement dated as of December 5, 2024, as amended by (i) Amendment No. 1 to Amended and Restated Stock and Membership Interest Purchase Agreement, dated December 13, 2024, and (ii) Amendment No. 2 to Amended and Restated Stock and Membership Interest Purchase Agreement, dated December 16, 2024 (as amended, the “Purchase Agreement”).

The parties to the Purchase Agreement desire to amend the Purchase Agreement as set forth herein.

Pursuant to Section 8.3 of the Purchase Agreement, the Purchase Agreement may be amended by an instrument in writing signed on behalf of the parties thereto.

AGREEMENT

NOW, THEREFORE, for good and valuable consideration, the recipient and sufficiency of which is hereby acknowledged, the parties hereto agree to the following:

1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Purchase Agreement unless amended herein.

2. Amendments and Waivers. Notwithstanding any provisions in the Purchase Agreement to the contrary, the parties (i) hereby agree that no adjustments to the Purchase Price shall be made as a result of Sections 2.3(a) or 2.3(b) of the Purchase Agreement, (ii) hereby waive Section 2.3(a) of the Purchase Agreement (Working Capital Adjustment) and Section 2.3(b) of the Purchase Agreement (Target Working Capital Adjustment) and (iii) hereby agree that such Sections 2.3(a) and 2.3(b) of the Purchase Agreement shall be of no further force and effect. For purposes of clarity, as a result of this Amendment, there shall be no adjustment to the Purchase Price pursuant to Sections 2.3(a) or 2.3(b) of the Purchase Agreement, and no issuance to the Seller of a Working Capital Note. In addition, the Parties agree that the Seller will not be in breach of Section 4.5 of the Purchase Agreement (Financial Statements) with respect to line items that are included in the Net Working Capital calculation.

3. Effect of Amendment. Except as expressly provided in this Amendment, all of the terms and provisions of the Purchase Agreement are and shall continue in full force and effect including, but not limited to, Article IX (Indemnification), and the Purchase Agreement, as amended by this Amendment, shall constitute the entire agreement between the parties with respect to the subject matter hereof. On and after the date hereof, each reference in the Purchase Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein” or words of like import, and each reference to the Stock and Membership Interest Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Purchase Agreement, will mean and be a reference to the Purchase Agreement as amended by this Amendment.

4. Counterparts. This Amendment may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5. Governing Law. This Amendment will be governed by, and construed and enforced in accordance with, the Laws of the State of Nevada, without giving effect to any choice of Law or conflict of Law provision or rule that would cause the application of the Laws of any jurisdiction other than the State of Nevada.

6. Consent to Jurisdiction / WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE STATE OF NEVADA, COUNTY OF CLARK, AND IRREVOCABLY AGREES THAT ALL ACTIONS OR PROCEEDINGS RELATING TO THIS AMENDMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT MAY BE LITIGATED IN SUCH COURTS. EACH OF THE PARTIES HERETO ACCEPTS FOR ITSELF AND IN CONNECTION WITH ITS RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY FINAL AND NONAPPEALABLE JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AMENDMENT, THE ACQUISITION OR THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AMENDMENT. EACH PARTY HERETO SHALL AND HEREBY DOES WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS AMENDMENT, OR FOR THE ENFORCEMENT OF ANY REMEDY UNDER ANY STATUTE, EMERGENCY OR OTHERWISE.

[Signature Page Follows]

2

IN WITNESS WHEREOF the parties hereto have executed this Amendment to be duly executed as of the date first written above.

3