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9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS. Not
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applicable. 108 PART
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III ITEM
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10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The
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information required by this Item will be included in our definitive proxy statement to be filed with the SEC within 120 days after December
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31, 2022 in connection with the solicitation of proxies for our 2023 annual meeting of shareholders, or the 2023 Proxy Statement, and
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is incorporated herein by reference. ITEM
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11. EXECUTIVE COMPENSATION. The
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information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference. ITEM
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12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. The
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information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference. ITEM
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13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. The
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information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference. ITEM
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14. PRINCIPAL ACCOUNTING FEES AND SERVICES. The
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information required by this Item will be included in the 2023 Proxy Statement and is incorporated herein by reference. 109 PART
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IV ITEM
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15. EXHIBIT AND FINANCIAL STATEMENT SCHEDULES. (a) List
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of Documents Filed as a Part of This Repor (1) Index
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to Financial Statements: Page Report of Independent Registered Public Accounting Firm (PCAOB ID 3627) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 F-5 Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-7 Notes to Consolidated Financial Statements F-8 (2) Index
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to Financial Statement Schedul All
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schedules have been omitted because the required information is included in the financial statements or the notes thereto, or because
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it is not required. (3) Index
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to Exhibits: See
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exhibits listed under Part (b) below. (b) Exhibits: Exhibit No. Description 3.1 Certificate of Formation of 1847 Holdings LLC (incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 filed on February 7, 2014) 3.2 Second Amended and Restated Operating Agreement of 1847 Holdings LLC, dated January 19, 2018 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on January 22, 2018) 3.3 Amendment No. 1 to Second Amended and Restated Operating Agreement (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed on August 11, 2021) 4.1* Description of Securities of 1847 Holdings LLC 4.2 Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on April 1, 2021) 4.3 Amendment No. 1 to Amended and Restated Share Designation of Series A Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 5, 2021) 4.4 Share Designation of Series B Senior Convertible Preferred Shares (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on March 2, 2022) 4.5 Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 22, 2023 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 28, 2023) 4.6 Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 22, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 28, 2023) 4.7 Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 13, 2023) 110 4.8 Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 13, 2023) 4.9 Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 9, 2023 (incorporated by reference to Exhibit 4.3 to the Current Report on Form 8-K filed on February 13, 2023) 4.10 Common Share Purchase Warrant issued by 1847 Holdings LLC to Leonite Fund I, LP on February 3, 2023 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on February 9, 2023) 4.11 Common Share Purchase Warrant issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 3, 2023 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on February 9, 2023) 4.12 Warrant Agent Agreement, dated January 3, 2023, between 1847 Holdings LLC and VStock Transfer, LLC and form of Warrant (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on January 9, 2023) 4.13 Common Share Purchase Warrant issued to Craft Capital Management LLC on August 5, 2022 (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed on August 8, 2022) 4.14 Common Share Purchase Warrant issued to R.F. Lafferty & Co. Inc. on August 5, 2022 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on August 8, 2022) 4.15 Warrant for Common Shares issued by 1847 Holdings LLC to J.H. Darbie & Co., Inc. on July 8, 2022 (incorporated by reference to Exhibit 4.18 to the Registration Statement on Form S-3 filed on February 1, 2023) 4.16 Warrant for Common Shares issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 13, 2021) 4.17 Form of Common Share Purchase Warrant relating to 2022 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on March 2, 2022) 4.18 Form of Common Share Purchase Warrant relating to 2021 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on April 1, 2021) 4.19 Form of Common Share Purchase Warrant relating to 2020 private placement (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed on October 7, 2020) 10.1 Management Services Agreement, dated April 15, 2013, between 1847 Holdings LLC and 1847 Partners LLC (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-1/A filed on March 14, 2014) 10.2 Amendment No. 1 to Management Services Agreement, dated September 15, 2013, between 1847 Holdings LLC and 1847 Partners LLC (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-1 filed on February 7, 2014) 10.3 Management Services Agreement, dated February 9, 2023, between 1847 ICU Holdings Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on February 13, 2023) 10.4 Amendment No. 1 to Management Services Agreement, dated March 30, 2023, between 1847 ICU Holdings Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on April 5, 2023) 10.5 Management Services Agreement, dated March 30, 2021, between 1847 Wolo Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 5, 2021) 10.6 Amendment No. 1 to Management Services Agreement, dated March 30, 2023, between 1847 Wolo Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on April 5, 2023) 10.7 Amended and Restated Management Services Agreement, dated October 8, 2021, between 1847 Cabinet Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K filed on October 13, 2021) 111 10.8 Management Services Agreement, dated May 28, 2020, between 1847 Asien Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed June 3, 2020) 10.9 Amendment No. 1 to Management Services Agreement, dated March 30, 2023, between 1847 Asien Inc. and 1847 Partners LLC (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on April 5, 2023) 10.10 Agreement and Plan of Merger, dated December 21, 2022, among 1847 ICU Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU Eyewear Holdings Inc. and San Francisco Equity Partners (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 13, 2023) 10.11 First Amendment to Agreement and Plan of Merger, dated February 9, 2023, among 1847 ICU Holdings Inc., 1847 ICU Acquisition Sub Inc., ICU Eyewear Holdings Inc. and San Francisco Equity Partners (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 13, 2023) 10.12 6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to Oceanus Investment Inc. on February 9, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 13, 2023) 10.13 6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to San Francisco Equity Partners III, LP on February 9, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 13, 2023) 10.14 6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to Richard Conti on February 9, 2023 (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on February 13, 2023) 10.15 6% Subordinated Promissory Note issued by 1847 ICU Holdings Inc. to Kirk Hobbs on February 9, 2023 (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on February 13, 2023) 10.16 6% Subordinated Convertible Promissory Note issued by 1847 Cabinet Inc. to Steven J. Parkey on October 8, 2021 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 13, 2021) 10.17 Conversion Agreement, dated July 26, 2022, among 1847 Holdings LLC, 1847 Cabinet Inc. and Steven J. Parkey (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on July 27, 2022) 10.18 6% Subordinated Convertible Promissory Note issued by 1847 Cabinet Inc. to Jose D. Garcia-Rendon on October 8, 2021 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on October 13, 2021) 10.19 Conversion Agreement, dated July 26, 2022, among 1847 Holdings LLC, 1847 Cabinet Inc. and Jose D. Garcia-Rendon (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed on July 27, 2022) 10.20 Exchange Agreement, dated October 8, 2021, among 1847 Holdings LLC, Steven J. Parkey and Jose D. Garcia-Rendon (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed on October 13, 2021) 10.21 8% Vesting Promissory Note, dated September 30, 2020, issued by 1847 Cabinet Inc. to Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 7, 2020) 10.22 Conversion Agreement, dated July 26, 2022, among 1847 Holdings LLC, 1847 Cabinet Inc., Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 27, 2022) 10.23 Letter Agreement, dated March 30, 2023, among 1847 Holdings LLC, 1847 Cabinet Inc., Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on April 5, 2023) 10.24 6% Amortizing Promissory Note issued by 1847 Asien Inc. to Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as trustees of the Wilhelmsen Family Trust, U/D/T Dated May 1, 1992, on July 29, 2020 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed August 4, 2020) 10.25 Amendment No. 1 to Securities Purchase Agreement and 6% Amortizing Promissory Note, dated October 8, 2021, between 1847 Asien Inc. and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (incorporated by reference to Exhibit 10.18 to the Current Report on Form 8-K filed on October 13, 2021) 10.26 Letter Agreement, dated October 20, 2022, between Asien Inc. and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on October 26, 2022) 10.27* Letter Agreement, dated April 6, 2023, between Asien Inc. and Joerg Christian Wilhelmsen and Susan Kay Wilhelmsen, as Trustees of the Wilhelmsen Family Trust, U/D/T dated May 1, 1992 10.28 Securities Purchase Agreement, dated February 22, 2023, between 1847 Holdings LLC and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 28, 2023) 112 10.29 Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 22, 2023 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 28, 2023) 10.30 Securities Purchase Agreement, dated February 9, 2023, between 1847 Holdings LLC and Leonite Fund I, LP (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on February 13, 2023) 10.31 Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 9, 2023 (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on February 13, 2023) 10.32 Securities Purchase Agreement, dated February 9, 2023, between 1847 Holdings LLC and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on February 13, 2023) 10.33 Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 9, 2023 (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on February 13, 2023) 10.34 Securities Purchase Agreement, dated February 3, 2023, between 1847 Holdings LLC and Leonite Fund I, LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on February 9, 2023) 10.35 Promissory Note issued by 1847 Holdings LLC to Leonite Fund I, LP on February 3, 2023 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed on February 9, 2023) 10.36 Securities Purchase Agreement, dated February 3, 2023, between 1847 Holdings LLC and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on February 9, 2023) 10.37 Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on February 3, 2023 (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed on February 9, 2023) 10.38 Securities Purchase Agreement, dated July 8, 2022, between 1847 Holdings LLC and Mast Hill Fund, L.P. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 12, 2022) 10.39 Promissory Note issued by 1847 Holdings LLC to Mast Hill Fund, L.P. on July 8, 2022 (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 12, 2022) 10.40 Second Amended and Restated Secured Promissory Note issued by 1847 Holdings LLC to 1847 Cabinet Inc. on October 8, 2021 (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on October 13, 2021) 10.41 Loan and Security Agreement, dated February 9, 2023, among Industrial Funding Group, Inc., 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed on February 13, 2023) 10.42 Secured Promissory Note issued by 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. to Industrial Funding Group, Inc. on February 9, 2023 (incorporated by reference to Exhibit 10.9 to the Current Report on Form 8-K filed on February 13, 2023) 10.43 Domain Name, URL and IP Address Agreement, dated February 9, 2023, by 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. in favor of Industrial Funding Group, Inc. (incorporated by reference to Exhibit 10.10 to the Current Report on Form 8-K filed on February 13, 2023) 10.44 Trademark Security Agreement, dated February 9, 2023, by 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. in favor of Industrial Funding Group, Inc. (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on February 13, 2023) 10.45 Indemnity and Release Letter, dated February 11, 2023, among GemCap Solutions, LLC, Industrial Funding Group, Inc., 1847 ICU Holdings Inc., ICU Eyewear Holdings Inc. and ICU Eyewear, Inc. (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on February 13, 2023) 10.46 Note Purchase Agreement, dated October 8, 2021, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC, SILAC Insurance Company and Leonite Capital, LLC (incorporated by reference to Exhibit 10.11 to the Current Report on Form 8-K filed on October 13, 2021) 10.47 Secured Convertible Promissory Note issued by 1847 Holdings LLC to SILAC Insurance Company on October 8, 2021 (incorporated by reference to Exhibit 10.12 to the Current Report on Form 8-K filed on October 13, 2021) 113 10.48 Secured Convertible Promissory Note issued by 1847 Holdings LLC to SILAC Insurance Company on October 8, 2021 (incorporated by reference to Exhibit 10.13 to the Current Report on Form 8-K filed on October 13, 2021) 10.49 Secured Convertible Promissory Note issued by 1847 Holdings LLC to Leonite Capital LLC on October 8, 2021 (incorporated by reference to Exhibit 10.14 to the Current Report on Form 8-K filed on October 13, 2021) 10.50 Guaranty Agreement, dated October 8, 2021, among 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC and Leonite Capital LLC (incorporated by reference to Exhibit 10.15 to the Current Report on Form 8-K filed on October 13, 2021) 10.51 Security Agreement, dated October 8, 2021, among 1847 Holdings LLC, 1847 Asien Inc., 1847 Wolo Inc., 1847 Cabinet Inc., Asien’s Appliance, Inc., Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc., Kyle’s Custom Wood Shop, Inc., High Mountain Door & Trim Inc., Sierra Homes, LLC and Leonite Capital, LLC (incorporated by reference to Exhibit 10.16 to the Current Report on Form 8-K filed on October 13, 2021) 10.52 Intellectual Property Security Agreement, dated October 8, 2021, among Wolo Mfg. Corp., Wolo Industrial Horn & Signal, Inc. and Leonite Capital, LLC (incorporated by reference to Exhibit 10.17 to the Current Report on Form 8-K filed on October 13, 2021) 10.53 Residential Lease Agreement, dated August 5, 2020, between Redwood Gospel Missions and Asien’s Appliance, Inc. (incorporated by reference to Exhibit 10.20 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.54 Industrial Lease, dated September 1, 2020, between Kyle’s Custom Wood Shop, Inc. and Stephen Mallatt, Jr. and Rita Mallatt (incorporated by reference to Exhibit 10.47 to the Annual Report on Form 10-K filed on April 15, 2021) 10.55 Standard Lease Agreement, dated June 9, 2021, between Emerald Town, LLC and Kyle’s Custom Wood Shop, Inc. (incorporated by reference to Exhibit 10.22 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.56 Lease, dated December 1, 2017, between Sage Partnership and High Mountain Door & Trim Inc. (incorporated by reference to Exhibit 10.23 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.57 Lease, dated October 29, 2021, between WL-MCK SRI Owner LLC and High Mountain Door & Trim Inc. (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.58 Lease, dated January 20, 2020, between Simon Levi Company, Ltd. and Sierra Homes, LLC (incorporated by reference to Exhibit 10.25 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.59 Lease, dated December 7, 2020, between SW Commerce Reno, LLC and Sierra Homes, LLC (incorporated by reference to Exhibit 10.26 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.60 Agreement of Lease, dated October 4, 1978, between PKI Reality LLC and Wolo Mfg. Corp., as amended (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.61† Employment Offer Letter, dated September 7, 2021, between Vernice L. Howard and 1847 Holdings LLC (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on September 10, 2021) 10.62† Letter Agreement Regarding the Assignment, Assumption and Amendment of Employment Agreement, dated March 23, 2022, among 1847 Holdings LLC, 1847 HQ Inc. and Vernice L. Howard (incorporated by reference to Exhibit 10.32 to the Annual Report on Form 10-K filed on March 31, 2022) 10.63† Employment Offer Letter, dated January 10, 2022, between 1847 Holdings LLC and Eric VanDam (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on January 14, 2022) 114 10.64† Letter Agreement Regarding the Assignment, Assumption and Amendment of Employment Agreement, dated March 30, 2022, among 1847 Holdings LLC, 1847 HQ Inc. and Eric VanDam (incorporated by reference to Exhibit 10.34 to the Annual Report on Form 10-K filed on March 31, 2022) 10.65 Form of Independent Director Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.31 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 10.66 Form of Indemnification Agreement between 1847 Holdings LLC and each independent director (incorporated by reference to Exhibit 10.32 to Amendment No. 1 to Registration Statement on Form S-1/A filed on January 31, 2022) 14.1* Code of Business Ethics and Conduct 19.1* Insider Trading Policy 21.1* List of Subsidiaries of the registrant 31.1* Certifications of Principal Executive Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certifications of Principal Financial and Accounting Officer filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certifications of Principal Executive Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2* Certifications of Principal Financial and Accounting Officer furnished pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 101.INS XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed
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herewith † Executive
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compensation plan or arrangement ITEM 16. FORM 10-K SUMMARY. None. 115 FINANCIAL
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STATEMENTS Page Report of Independent Registered Public Accounting Firm (PCAOB ID 3627 ) F-2 Consolidated Balance Sheets as of December 31, 2022 and 2021 F-4 Consolidated Statements of Operations for the Years Ended December 31, 2022 and 2021 F-5 Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended December 31, 2022 and 2021 F-6 Consolidated Statements of Cash Flows for the Years Ended December 31, 2022 and 2021 F-7 Notes to Consolidated Financial Statements F-8 F- 1 REPORT
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OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of 1847 Holdings LLC: Opinion on the Financial Statements We have audited the accompanying consolidated
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balance sheets of 1847 Holdings LLC (“the Company”) as of December 31, 2022 and 2021, the related consolidated statements of
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operations, shareholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2022 and the
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related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the financial statements
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referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and
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the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with
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accounting principles generally accepted in the United States of America. Explanatory Paragraph Regarding Going Concern The accompanying financial statements have been
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prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has
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suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue
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as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include
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any adjustments that might result from the outcome of this uncertainty. Basis for Opinion These financial statements are the responsibility
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of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We
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are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are
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required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
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regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the
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standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
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statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged
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to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding
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of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
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control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess
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the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
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to those risks. Such procedures included examining on a test basis, evidence regarding the amounts and disclosures in the financial statements.
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Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating
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the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. F- 2 Critical Audit Matters The critical audit matters communicated below
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are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to
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the audit committee and tha (1) related to accounts or disclosures that are material to the financial statements and (2) involved our
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especially challenging, subjective, or complex judgements. The communication of critical audit matters does not alter in any way our opinion
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on the financial statements, taken as a whole, and we are not, by communicating the critical matters below, providing separate opinions
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on the critical audit matters or on the accounts or disclosures to which they relate. Goodwill Critical Audit Matter Description As of December 31, 2022, the carrying value of
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goodwill was $19,452,270. As described in Note 2 to the consolidated financial statements, the Company tests goodwill for impairment annually
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at the reporting unit level, or more frequently if events or circumstances indicate it is more likely than not that the fair value of
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a reporting unit is less than it’s carrying amount. The Company’s evaluation of goodwill for impairment involves the comparison of the
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fair value of each reporting unit to its carrying value. The Company’s estimate for each reporting unit is based on the present value
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of estimated future cash flows attributable to the respective reporting unit. The Company utilized a third-party valuation specialist
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to assist in the preparation of the impairment assessment. The determination of the fair value requires management to make significant
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estimates and assumptions. We identified the evaluation of the impairment
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analysis for goodwill as a critical audit matter because of the significant estimates and assumptions management made in determining the
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fair value of its reporting units. This required a high degree of auditor judgment and an increased extent of effort when performing audit
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procedures to evaluate the reasonableness of such estimates and assumptions. In addition, the audit effort involved the use of professionals
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with specialized skill and knowledge. How the Critical Audit Matter Was Addressed
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in the Audit Our
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audit procedures related to the followin ● Testing
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management’s processes for estimating the fair value of its reporting units. ● Obtained
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the discounted cash flow models and evaluating the valuation analysis for mathematical accuracy. ● Evaluating
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whether the valuation techniques applied were appropriate. ● Evaluating
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the significant assumptions provided by management or developed by the third-party valuation
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specialist related to revenues, EBITDA, income taxes, long term growth rates, and discount
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rates to discern whether they are reasonable considering (i) the current and past performance
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of the entity; (ii) the consistency with external market and industry data; and (iii) whether
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these assumptions were consistent with evidence obtained in other areas of the audit. In
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addition, professionals with specialized skill and knowledge were utilized by the Firm to assist in the performance of these procedures. /s/ Sadler, Gibb & Associates, LLC We have served as the Company’s auditor since
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2017. Draper, UT April 10, 2023 F- 3 1847
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HOLDINGS LLC CONSOLIDATED
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BALANCE SHEETS December 31, 2022 December 31, 2021 ASSETS Current Assets Cash and cash equivalents $ 1,079,355 $ 1,383,533 Investments 277,310 276,429 Receivables, net 5,215,568 3,378,996 Contract assets 89,574 88,466 Inventories, net 4,184,019 5,427,302 Prepaid expenses and other current assets 379,875 582,048 Total Current Assets 11,225,701 11,136,774 Property and equipment, net 1,885,206 1,695,311 Operating lease right-of-use assets 2,854,196 3,192,604 Long-term deposits 82,197 85,691 Intangible assets, net 9,985,129 11,443,897 Goodwill 19,452,270 19,452,270 TOTAL ASSETS $ 45,484,699 $ 47,006,547 LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) Current Liabilities Accounts payable and accrued expenses $ 6,741,769 $ 4,818,672 Contract liabilities 2,353,295 2,547,903 Customer deposits 3,059,658 3,465,259 Due to related parties 193,762 193,762 Current portion of operating lease liabilities 713,100 613,696 Current portion of finance lease liabilities 185,718 100,652 Current portion of notes payable, net 551,210 692,522 Current portion of related party note payable 362,779 - Total Current Liabilities 14,161,291 12,432,466 Operating lease liabilities, net of current portion 2,237,797 2,607,862 Finance lease liabilities, net of current portion 784,148 455,905 Notes payable, net of current portion 144,830 251,401 Convertible notes payable, net 24,667,799 26,630,655 Related party note payable, net of current portion - 1,001,183 Deferred tax liability, net 599,000 2,070,000 TOTAL LIABILITIES 42,594,865 45,449,472 Mezzanine Equity Series A senior convertible preferred shares - 1,655,404 TOTAL MEZZANINE EQUITY - 1,655,404 Shareholders’ Equity (Deficit) Series A senior convertible preferred shares, no par value, 4,450,460 shares designated; 1,593,940 and 1,818,182 shares issued and outstanding as of December 31, 2022 and 2021, respectively 1,338,746 - Series B senior convertible preferred shares, no par value, 583,334 shares designated; 464,899 and zero shares issued and outstanding as of December 31, 2022 and 2021, respectively 1,214,181 - Allocation shares, 1,000 shares authorized; 1,000 shares issued and outstanding as of December 31, 2022 and 2021 1,000 1,000 Common shares, $ 0.001 par value, 500,000,000 shares authorized; 4,079,137 and 1,210,918 shares issued and outstanding as of December 31, 2022 and 2021, respectively 4,079 1,211 Distribution receivable ( 2,000,000 ) ( 2,000,000 ) Additional paid-in capital 43,962,606 21,723,042 Accumulated deficit ( 41,919,277 ) ( 20,754,394 ) TOTAL 1847 HOLDINGS SHAREHOLDERS’ EQUITY (DEFICIT) 2,601,335 ( 1,029,141 ) NON-CONTROLLING INTERESTS 288,499 930,812 TOTAL SHAREHOLDERS’ EQUITY (DEFICIT) 2,889,834 ( 98,329 ) TOTAL LIABILITIES, MEZZANINE EQUITY AND SHAREHOLDERS’ EQUITY (DEFICIT) $ 45,484,699 $ 47,006,547 The
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accompanying notes are an integral part of these consolidated financial statements F- 4 1847
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HOLDINGS LLC CONSOLIDATED
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STATEMENTS OF OPERATIONS Years Ended December 31, 2022 2021 Revenues $ 48,929,124 $ 30,660,984 Operating Expenses Cost of revenues 33,227,730 20,100,906 Personnel 9,531,101 3,803,497 Depreciation and amortization 2,037,112 908,982 General and administrative 9,872,689 6,951,498 Total Operating Expenses 54,668,632 31,764,883 LOSS FROM OPERATIONS ( 5,739,508 ) ( 1,103,899 ) Other Income (Expense) Other income (expense) ( 11,450 ) 876 Interest expense ( 4,594,740 ) ( 1,296,537 ) Gain on forgiveness of debt - 360,302 Gain on disposal of property and equipment 65,417 10,885 Gain on disposition of subsidiary - 3,282,804 Loss on extinguishment of debt ( 2,039,815 ) ( 137,692 ) Loss on redemption of preferred shares - ( 4,017,553 ) Loss on write-down of contingent note payable ( 158,817 ) ( 602,204 ) Total Other Income (Expense) ( 6,739,405 ) ( 2,399,119 ) NET LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES ( 12,478,913 ) ( 3,503,018 ) INCOME TAX BENEFIT (EXPENSE) FROM CONTINUING OPERATIONS 1,677,000 ( 218,139 ) NET LOSS FROM CONTINUING OPERATIONS ( 10,801,913 ) ( 3,721,157 ) NET INCOME FROM DISCONTINUED OPERATIONS - 240,405 NET LOSS $ ( 10,801,913 ) $ ( 3,480,752 ) NET LOSS ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM CONTINUING OPERATIONS ( 642,313 ) ( 284,372 ) NET INCOME ATTRIBUTABLE TO NON-CONTROLLING INTERESTS FROM DISCONTINUED OPERATIONS - 108,182 NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS $ ( 10,159,600 ) $ ( 3,304,562 ) NET LOSS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS ( 10,159,600 ) ( 3,436,785 ) NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO 1847 HOLDINGS - 132,223 NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS $ ( 10,159,600 ) $ ( 3,304,562 ) PREFERRED SHARE DIVIDENDS ( 899,199 ) ( 984,176 ) DEEMED DIVIDEND ( 9,012,730 ) ( 1,527,086 ) NET LOSS ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS $ ( 20,071,529 ) $ ( 5,815,824 ) LOSS PER COMMON SHARE ATTRIBUTABLE TO 1847 HOLDINGS COMMON SHAREHOLDERS BASIC LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS $ ( 8.36 ) $ ( 5.01 ) EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - 0.11 LOSS PER COMMON SHARE $ ( 8.36 ) $ ( 4.90 ) DILUTED LOSS PER COMMON SHARE FROM CONTINUING OPERATIONS $ ( 8.36 ) $ ( 2.13 ) EARNINGS PER COMMON SHARE FROM DISCONTINUED OPERATIONS - 0.05 LOSS PER COMMON SHARE $ ( 8.36 ) $ ( 2.08 ) WEIGHTED-AVERAGE NUMBER OF COMMON SHARES OUTSTANDING BASIC 2,400,014 1,187,493 DILUTED 2,400,014 2,793,973 The
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accompanying notes are an integral part of these consolidated financial statements F- 5 1847
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HOLDINGS LLC CONSOLIDATED
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STATEMENTS OF SHAREHOLDERS’ EQUITY (DEFICIT) Series
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A Senior Convertible Preferred Shares Series
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B Senior Convertible Preferred Shares Allocation Common
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Shares Distribution Additional Paid-In Accumulated Non- Controlling Total Shareholders’ Shares Amount Shares Amount Shares Shares Amount Receivable Capital Deficit Interests (Deficit) Balance
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at January 1, 2021 - $ - - $ - $ 1,000 1,111,208 $ 1,111 $ ( 2,000,000 ) $ 17,008,824 $ ( 13,856,973 ) $ ( 879,239 ) $ 274,723 Issuance
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of series A preferred shares and warrants - - - - - - - - 3,000,000 ( 1,527,086 ) - 1,472,914 Discount
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on warrant features - - - - - - - - 956,526 - - 956,526 Discount
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on convertible notes payable - - - - - - - - - - 1,146,804 1,146,804 Issuance
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of common adjustment shares - - - - - 99,710 100 - 757,692 - - 757,792 Dividends
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– common shares - - - - - - - - - ( 242,160 ) - ( 242,160 ) Dividends
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– series A preferred shares - - - - - - - - - ( 984,176 ) - ( 984,176 ) Net
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loss - - - - - - - - - ( 4,143,999 ) 663,247 ( 3,480,752 ) Balance
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at December 31, 2021 - $ - - $ - $ 1,000 1,210,918 $ 1,211 $ ( 2,000,000 ) $ 21,723,042 $ ( 20,754,394 ) $ 930,812 $ ( 98,329 ) Issuance
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of common shares upon conversion of series A preferred shares - - - - - 38,096 38 - 111,948 - - 111,986 Issuance
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