1847 Holdings (EFSH)’ board of directors has approved an exchange offer to holders of its common shares, to exchange 26,008,978 of its Common Shares for an equal number of newly issued Series G preferred shares. Each exchanged Common Share in this Offer may be exchanged for one Preferred Share. The Offer will be made on the terms and subject to the conditions set forth in the Company’s Offer to Exchange and the related exchange offer materials. As soon as the Exchange Offer commences, the Company will file a Tender Offer Statement on Schedule TO with the Securities and Exchange Commission, which will include an Exchange Offer and related letter of transmittal. A shareholder who desires to exchange Common Shares must exchange all of his, her, or its Common Shares. The Company will not accept any Common Shares if doing so would result in there being fewer than 300 public holders of the Company’s Common Shares upon the closing of the Offer or if it would result in there being less than 500,000 common shares outstanding following the Offer. The closing of the Offer will be conditioned on the exchange of at least 26,008,978 Common Shares sought in this Offer. Preferred Shares are expected to have a stated value of $0.15, subject to adjustments for share splits, mergers, recapitalizations, and similar events. The Preferred Shares will carry a 15% annual cumulative cash dividend on their stated value, payable annually. The Company may, at its sole option, redeem the Preferred Shares at 110% of their stated value at any time. Subject to certain restrictions that will be described in the Offer Documents and in the Company’s governing documents, each Preferred Share is convertible into Common Shares at a conversion price of $2.40 per share, with no variable rate or floating conversions.
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