Form 8-K 1847 Goedeker Inc. For: Apr 06
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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): April 6, 2021 (April 6, 2021)
| 1847 GOEDEKER INC. |
| (Exact name of registrant as specified in its charter) |
| Delaware | 001-39418 | 83-3713938 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 13850 Manchester Rd., Ballwin, MO | 63011 | |
| (Address of principal executive offices) | (Zip Code) |
| 888-768-1710 |
| (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) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 Stock, par value $0.0001 per share | GOED | NYSE American LLC |
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 reported on October 26, 2020 by 1847 Goedeker Inc. (the “Company”), on October 20, 2020, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Appliances Connection Inc., a newly formed wholly owned subsidiary of the Company (the “Buyer”), 1 Stop Electronics Center, Inc. (“1 Stop”), Gold Coast Appliances, Inc. (“Gold Coast”), Superior Deals Inc. (“Superior Deals”), Joe’s Appliances LLC (“Joe’s Appliances”), YF Logistics LLC (“YF Logistics,” and collectively with 1 Stop, Gold Coast, Superior Deals, and Joe’s Appliances, the “Target Companies”) and the sellers set forth on Exhibit A thereto (the “Sellers”), pursuant to which the Buyer agreed to acquire all of the issued and outstanding capital stock or other equity securities of the Target Companies from the Sellers for an aggregate purchase price of $210,000,000, subject to adjustment, consisting of (i) $168,000,000 in cash, (ii) 1,222,239 shares of the Company’s common stock and 1,111,094 shares of the Company’s series A preferred stock, collectively having a stated value that is equal to $21,000,000 (the “Fixed Stock Consideration”), and (iii) a number of shares of the Company’s series A-1 preferred stock that is equal to (A) $21,000,000 divided by (B) the average of the closing price of the company’s common stock (as reported on the NYSE American) for the 20 trading days immediately preceding the 3rd trading day prior to the closing date of the transaction (the “Variable Stock Consideration,” and together with the Fixed Share Consideration, the “Stock Consideration”).
As previously reported on December 14, 2020 by the Company, on December 8, 2020, the Company, the Buyer, the Target Companies and the Sellers entered into Amendment No. 1 to the Purchase Agreement (“Amendment No.1”), pursuant to which (i) the cash portion of the purchase price was increased from $168,000,000 to $180,000,000, (ii) the Outside Date (as defined in the Purchase Agreement) by which the closing of the Purchase Agreement must be completed was changed from the ninetieth (90th) day following the date of the Purchase Agreement to May 31, 2021, and (iii) the parties amended the Purchase Agreement to provide that if the Company obtains the requisite stockholder approval of the transactions contemplated by the Purchase Agreement prior to the closing, such that it may issue the entire amount of the Stock Consideration in common stock, in compliance with NYSE American regulations, then at the closing the Buyer will satisfy the Stock Consideration by issuing the same number of shares of common stock in lieu of series A preferred stock and series A-1 preferred stock. As consideration for the extension of the Outside Date described above, the Buyer agreed to pay an additional deposit of $75,000 (for a total deposit of $175,000, including the original deposit of $100,000) upon execution of Amendment No. 1, which will be deducted from the cash portion of the purchase price at closing.
On April 6, 2021, the Company, the Buyer, the Target Companies and the Sellers entered into Amendment No. 2 to the Purchase Agreement (“Amendment No. 2”), pursuant to which (i) the Outside Date (as defined in the Purchase Agreement and as amended by Amendment No. 1) by which the closing of the Purchase Agreement must be completed was changed from May 31, 2021 to June 30, 2021, (ii) the definition of Net Working Capital (as defined in the Purchase Agreement) was revised to clarify that the accrued liabilities for potential sales tax (which amount as of December 31, 2020 was $12,568,110) will not be included in such calculation, and (iii) the condition to closing the transaction contemplated by the Purchase Agreement that Buyer shall have received an executed copy of a lease for the Gold Coast location was deleted, because such lease has since been terminated.
The foregoing description of the Purchase Agreement, Amendment No. 1 and Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of those agreements filed as Exhibits 10.1, 10.2 and 10.3, respectively, to this Form 8-K, which is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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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: April 6, 2021 | 1847 GOEDEKER INC. | |
| /s/ Douglas T. Moore | ||
| Name: | Douglas T. Moore | |
| Title: | Chief Executive Officer | |
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Exhibit 10.3
AMENDMENT NO. 2
TO THE
SECURITIES PURCHASE AGREEMENT
AMENDMENT NO. 2 TO THE SECURITIES PURCHASE AGREEMENT, dated April 6, 2021 (the “Amendment”), among 1847 Goedeker Inc., a Delaware corporation (“Parent”), Appliances Connection Inc., a Delaware corporation (the “Buyer”), 1 Stop Electronics Center, Inc., a New York corporation (“1 Stop”), Gold Coast Appliances Inc., a New York corporation (“Gold Coast”), Superior Deals Inc., a New York corporation (“Superior Deals”), Joe’s Appliances LLC, a New York limited liability company (“Joe’s Appliances”), and YF Logistics LLC, a New Jersey limited liability company (“YF Logistics” and together with 1 Stop, Gold Coast, Superior Deals and Joe’s Appliances, each a “Company” and collectively, the “Companies”), and the other party or parties identified as “Sellers” on the signature page hereto (each a “Seller” and, collectively, the “Sellers”). Each of the Buyer, the Companies, the Sellers and the Parent are sometimes referred to in this Amendment individually as a “Party” and, collectively, as the “Parties.”
RECITALS
A. The Parties have previously entered into that certain Securities Purchase Agreement, dated as of October 20, 2020 (as amended by that certain Amendment No. 1 to Securities Purchase Agreement dated December 8, 2020, the “Securities Purchase Agreement”).
B. The Parties desire to amend the Securities Purchase Agreement as set forth herein.
C. Pursuant to Section 8.3 of the Securities Purchase Agreement, the Securities Purchase Agreement may be amended by the Parties only by an instrument in writing signed on behalf of the Buyer, the Parent, the Companies and the Sellers.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing premises and the respective representations and warranties, covenants and agreements contained herein, the Parties hereto agree as follows:
1. Definitions. All capitalized terms used herein without definition shall have the meanings ascribed to them in the Securities Purchase Agreement, as applicable.
2. Amendments.
A. Section 1.1(a) is hereby amended to add the following new definition:
“Specified Sales Tax Liability” means the aggregate amounts collectively accrued by the Companies for the potential liability related to the Companies’ obligations as remote sellers to collect sales taxes on sales made in certain states under certain circumstances as a result of the U.S. Supreme Court’s opinion in South Dakota v. Wayfair, Inc., which amount as of December 31, 2020 was $12,568,110.
B. The definition of “Net Working Capital” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby deleted in its entirety and replaced with the following:
“Net Working Capital” means (i) Accounts Receivable; plus (ii) Inventory; plus (iii) prepaid expenses and other current assets that have an economic benefit to the Companies post-Closing; less (iv) current accounts payable, accrued liabilities and outstanding checks and other current liabilities as of the Closing Date, which shall be prepared in accordance with Section 2.2(a) and as finally determined pursuant to Section 2.2(c); provided, however that the calculation of Net Working Capital shall not include cash or cash equivalents, or any items otherwise included in the definitions of Indebtedness, Specified Sales Tax Liability, or Transaction Expenses.
C. The definition of “Outside Date” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby amended to mean June 30, 2021.
D. The definition of “Gold Coast Lease” now appearing in Section 1.1(a) of the Securities Purchase Agreement is hereby deleted.
E. Section 7.1(j) of the Securities Purchase Agreement is hereby is hereby deleted in its entirety and replaced with the following:
“(j) The Buyer shall have received fully executed copies of each of (i) the 1 Stop Lease and (ii) the Joe’s Appliances Lease.”
F. Exhibit F-2 to the Securities Purchase Agreement, the Gold Coast Lease, is hereby deleted.
3. Effect of Amendment. Except as amended as set forth above, the Securities Purchase Agreement shall continue in full force and effect and hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Securities Purchase Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the date hereof, each reference in the Securities Purchase Agreement to “this Agreement,” “the Agreement,” “hereunder,” “hereof,” “herein,” or words of like import, and each reference to the Securities Purchase Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Securities Purchase Agreement, will mean and be a reference to the Securities Purchase Agreement as amended by this Amendment.
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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 New York, 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 New York.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment to be duly executed as of the date first above written.
| BUYER: | ||
| APPLIANCES CONNECTION INC. | ||
| By: | /s/ Douglas T. Moore | |
| Name: | Douglas T. Moore | |
| Title: | Chief Executive Officer | |
| PARENT: | ||
| 1847 GOEDEKER INC. | ||
| By: | /s/ Douglas T. Moore | |
| Name: | Douglas T. Moore | |
| Title: | Chief Executive Officer | |
| COMPANIES: | ||
| 1 STOP ELECTRONICS CENTER, INC. | ||
| By: | /s/ Albert Fouerti | |
| Name: | Albert Fouerti | |
| Title: | President | |
| GOLD COAST APPLIANCES INC. | ||
| By: | /s/ Albert Fouerti | |
| Name: | Albert Fouerti | |
| Title: | President | |
| SUPERIOR DEALS INC. | ||
| By: | /s/ Albert Fouerti | |
| Name: | Albert Fouerti | |
| Title: | President | |
| JOE’S APPLIANCES LLC | ||
| By: | /s/ Albert Fouerti | |
| Name: | Albert Fouerti | |
| Title: | President | |
| YF LOGISTICS LLC | ||
| By: | /s/ Youssef Fouerti | |
| Name: | Youssef Fouerti | |
| Title: | Sole Member | |
| SELLERS: | ||
| /s/ Albert Fouerti | ||
| Albert Fouerti | ||
| /s/ Elie Fouerti | ||
| Elie Fouerti | ||
| /s/ Youssef Fouerti | ||
| Youssef Fouerti | ||
| THE 2020 ALBERT FOUERTI TRUST | ||
| By: | /s/ David Rosenblatt | |
| David Rosenblatt, Esq., Trustee | ||
| THE 2020 ELIE FOUERTI TRUST | ||
| By: | /s/ David Rosenblatt | |
| David Rosenblatt, Esq., Trustee | ||
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