1847 GOEDEKER INC.

GOED
Delayed Quote. Delayed  - 09/18 08:00:00 pm
7USD -2.78%

1847 GOEDEKER INC. : Entry into a Material Definitive Agreement, Financial Statements and Exhibits (form 8-K)

08/05/2020 | 12:54pm

Item 1.01 Entry into a Material Definitive Agreement.







Underwriting Agreement




On July 30, 2020, 1847 Goedeker Inc. (the "Company") entered into an
underwriting agreement (the "Underwriting Agreement") with ThinkEquity, a
division of Fordham Financial Management, Inc. (the "Representative"), as
representative of the underwriters set forth on Schedule 1 thereto
(collectively, the "Underwriters"), relating to the Company's public offering
(the "Offering") of its common stock, par value $0.0001 per share (the "Common
Stock"). Under the Underwriting Agreement, the Company agreed to sell 1,111,200
shares of Common Stock to the Underwriters, and also agreed to grant the
Underwriters' a 45-day over-allotment option to purchase an additional 166,577
shares of Common Stock, at a purchase price per share of $8.325 (the offering
price to the public of $9.00 per share minus the underwriters' discount),
pursuant to the Company's registration statement on Form S-1 (File No.
333-237786) (the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Securities Act").



The Underwriting Agreement includes customary representations, warranties and
covenants by the Company. It also provides that the Company will indemnify the
Underwriters against certain liabilities, including liabilities under the
Securities Act, or contribute to payments the Underwriters may be required to
make because of any of those liabilities.



Certain of the Underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various investment banking
services for the Company for which they received or will receive customary fees
and expenses.



On August 4, 2020, the closing of the Offering was completed, and the Company
sold 1,111,200 shares of Common Stock to the Underwriters for total gross
proceeds of $10,000,800. After deducting the underwriting commission and
expenses, the Company received net proceeds of approximately $8,992,029.



The foregoing summary of the Underwriting Agreement is qualified in its entirety
by reference to the full text of the Underwriting Agreement, a copy of which is
attached as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated
herein by reference.



Representative's Warrant Agreement



On August 4, 2020, pursuant to the Underwriting Agreement, the Company entered
into a representative's warrant agreement (the "Representative's Warrant
Agreement") with certain affiliates of the Representative. Pursuant to the
Representative's Warrant Agreement, the Company provided certain affiliates of
the Representative with a warrant to purchase 55,560 shares of Common Stock in
the aggregate. Such warrant may be exercised beginning on January 26, 2021 (180
days after the date on which the Registration Statement became effective) until
July 30, 2025 (five years after the date on which the Registration Statement
became effective). The initial exercise price of the warrants is $11.25 per
share.



The foregoing summary of the Representative's Warrant Agreement is qualified in
its entirety by reference to the full text of the form of Representative's
Warrant Agreement, a copy of which is attached as Exhibit 4.1 to this Current
Report on Form 8-K and is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.







(d) Exhibits



Exhibit No. Description of Exhibit
1.1 Underwriting Agreement, dated July 30, 2020, by and between 1847
Goedeker Inc.
and ThinkEquity, a division of Fordham Financial
Management, Inc.
(as representative of the underwriters named therein)
4.1 Form of Representative's Warrant Agreement




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