8-K
1847 Holdings LLC (LBRA)
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):
July 8, 2025 (July 1, 2025)
| 1847 Holdings LLC | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-41368 | 38-3922937 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer <br><br>Identification No.) |
| 260 Madison Avenue, 8th Floor, New York, NY | 10016 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) | |
| (212) 417-9800 | ||
| --- | ||
| (Registrant's telephone number, including area code) | ||
| (Former name or former address, if changed since last report.) | ||
| --- |
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Shares | EFSH | N/A^(1)^ |
| (1) | On April 3, 2025, NYSE American notified the Company that it had determined to commence proceedings to<br>delist the Company’s common shares and trading of the Company’s common shares on NYSE American was suspended on such date.<br>The Company requested review of NYSE American’s determination to delist the Company’s common shares by a Listing Qualifications<br>Panel, which such determination was upheld on July 1, 2025. NYSE American will file a Form 25 with the U.S. Securities and Exchange Commission<br>to delist the common shares from NYSE American. The deregistration of the common shares under Section 12(b) of the Act will be effective<br>90 days, or such shorter period as the U.S. Securities and Exchange Commission may determine, after filing of the Form 25. | |
| --- | --- |
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 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
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As previously reported, on April 3, 2025, 1847 Holdings LLC (the “Company”) received a notification letter from the staff of NYSE Regulation (the “Staff”) notifying the Company that it had determined to delist the Company’s common shares from NYSE American as it had found that the Company was 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 American delisting procedures, the Company requested review of this determination by a Listing Qualifications Panel (the “Panel”). On June 12, 2025, the Panel held a hearing to consider written and oral presentations made by the Company and the Staff.
On July 1, 2025, the Company received a notification letter from NYSE American stating that the Panel had determined to uphold the Staff’s determination to initiate delisting procedures. Accordingly, the Company expects that NYSE American will file a Form 25 with the U.S. Securities and Exchange Commission to delist the Company’s common shares from NYSE American.
Trading of the Company’s common shares on NYSE American was suspended on April 3, 2025. The Company has submitted an application for the quotation of the Company’s common shares on the OTCQB Venture Market operated by OTC Markets Group Inc., which application is currently under review. The Company will announce the date that its common shares will commence quotation on the OTCQB Venture Market once that date is determined.
| Item 8.01 | Other Events. |
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On July 8, 2025, the Company issued a press release regarding the delisting determination. A copy of this press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
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(d) Exhibits
| Exhibit No. | Description of Exhibit |
|---|---|
| 99.1 | Press Release issued on July 8, 2025 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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.
| Date: July 8, 2025 | 1847 HOLDINGS LLC |
|---|---|
| /s/ Ellery W. Roberts | |
| Name: Ellery W. Roberts | |
| Title: Chief Executive Officer |
2
Exhibit 99.1
1847 Holdings Initiates Transition to OTCQB MarketFollowing NYSE American Delisting Decision
Transition Accompanies Strong Revenue Growth,Expanded Profitability, and Strengthened Balance Sheet
NEWYORK, NY / ACCESSWIRE / July 8, 2025 / 1847 Holdings LLC ("1847" or the "Company"), a holding company specializing in identifying overlooked, deep-value investment opportunities in middle market businesses, today announced that it has initiated the process to transition the trading of its common shares to the OTCQB® Venture Market, operated by OTC Markets Group Inc. The Company has submitted an application for quotation, which is currently under review. An update and confirmation of the trading commencement date will be provided upon approval.
“We are taking deliberate steps to ensure continued trading access and visibility for our shareholders,” said Ellery W. Roberts, CEO of 1847 Holdings. “We believe the OTCQB Market provides an efficient platform for companies like ours, and we intend to use this opportunity to continue strengthening our financial performance and balance sheet. Over the past year, we’ve delivered substantial improvements—revenue growth of more than 380% in Q1 2025, significant gross profit expansion, and meaningful debt reduction through strategic initiatives, including the divestiture of High Mountain Door & Trim Inc. for approximately $17 million and the sale of ICU Eyewear. We believe these actions underscore our disciplined approach to value creation and our strategy of acquiring, enhancing, and monetizing undervalued businesses. We are reaffirming our 2025 guidance of revenue expected to exceed $45 million and net income of approximately $1.3 million. For 2026, we anticipate revenue to surpass $60 million with net income rising to approximately $5.0 million. At the appropriate time, we plan to reapply for listing on a national securities exchange as we continue executing our strategy and building long-term shareholder value.”
The Company’s application follows a determination by NYSE American to delist its common shares. As previously disclosed, the Company appealed the initial staff determination; however, on July 1, 2025, a Listing Qualifications Panel affirmed the decision to proceed with delisting. Trading on NYSE American has been suspended since April 3, 2025, and a Form 25 is expected to be filed with the U.S. Securities and Exchange Commission to formally complete the delisting process.
Additional information, including the effective date of OTCQB quotation, will be provided as soon as practicable.
About 1847 Holdings LLC
1847 Holdings LLC (NYSE American: EFSH), a publicly traded diversified acquisition holding company, was founded by Ellery W. Roberts, a former partner of Parallel Investment Partners, Saunders Karp & Megrue, and Principal of Lazard Freres Strategic Realty Investors. 1847 Holdings' investment thesis is that capital market inefficiencies have left the founders and/or stakeholders of many small business enterprises or lower-middle market businesses with limited exit options despite the intrinsic value of their business. Given this dynamic, 1847 Holdings can consistently acquire businesses it views as "solid" for reasonable multiples of cash flow and then deploy resources to strengthen the infrastructure and systems of those businesses in order to improve operations. These improvements may lead to a sale or IPO of an operating subsidiary at higher valuations than the purchase price and/or alternatively, an operating subsidiary may be held in perpetuity and contribute to 1847 Holdings' ability to pay regular and special dividends to shareholders. For more information, visit www.1847holdings.com.
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Forward-Looking Statements
This press release may contain information about 1847 Holdings' view of its future expectations, plans and prospects that constitute forward-looking statements. All forward-looking statements are based on our management's beliefs, assumptions and expectations of our future economic performance, taking into account the information currently available to it. These statements are not statements of historical fact. Forward-looking statements are subject to a number of factors, risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or financial position. Our actual results may differ materially from the results discussed in forward-looking statements. Factors that might cause such a difference include but are not limited to the risks set forth in "Risk Factors" included in our SEC filings.
Contact:
Crescendo Communications, LLC
Tel: +1 (212) 671-1020
Email: EFSH@crescendo-ir.com