LBRA · 1847 Holdings LLC · Exempt Offerings

Substantial doubt about the company's ability to continue as a going concern.

“Notwithstanding current period positive operating cash flows, the Company does not expect to have sufficient cash and other liquid resources to meet its obligations as they become due over the next twelve months, primarily due to the magnitude of its current liabilities and significant near-term debt maturities. These conditions, considered in the aggregate, raise substantial doubt about the Company's ability to continue as a going concern within one year after the date the condensed consolidated financial statements are issued. Management plans to address these conditions by securing additional capital through debt and equity financing, including potential public and private offerings of the Company's securities, evaluating opportunities to refinance or extend the maturity of existing debt obligations, implementing reductions in discretionary operating expenditures to the extent practicable, exploring strategic alternatives with respect to its operating subsidiaries to reduce debt obligations, and actively pursuing the sale of CMD. The Company is currently evaluating multiple non-binding offers from prospective buyers, none of which is subject to exclusivity. If a sale is consummated, the proceeds would be expected to be sufficient to repay a significant portion of the Company's outstanding debt obligations. However, there can be no assurance that a definitive agreement will be reached or that any transaction will be completed on terms acceptable to the Company or at all. Management has evaluated whether it is probable that these plans would be effectively implemented and, if so, whether they would mitigate the relevant conditions or events that raise substantial doubt within the next twelve months. Because these plans are subject to market conditions and reliance on third parties, and because there is no assurance that the Company will be able to raise capital on acceptable terms or at all, management has concluded that substantial doubt about the Company's ability to continue as a going concern has not been alleviated as of the date these condensed consolidated financial statements are issued.”