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1847 Goedeker Files Registration Statement to Allow 1847 Holdings to Distribute its Special Share Dividend to Shareholders

09/01/2020

2.529M Shares Under One-Year Lock-Up; Remaining Shares Under Six-Month Lock-Up

BALLWIN, Mo.--(BUSINESS WIRE)-- 1847 Goedeker Inc. (NYSE American: GOED) (“Goedeker’s” or the “Company”), a one-stop e-commerce destination for appliances, furniture, home goods, and related products, filed a registration statement related to the proposed dividend by 1847 Holdings LLC (OTCQB: EFSH), the majority stockholder of the Company, of 3.325 million shares of the Company’s common stock to the shareholders of 1847 Holdings.

1847 Holdings is subject to a lock-up agreement, dated July 10, 2020, with the underwriter for the Company’s initial public offering. As a result, all of the Company’s stock that is held by 1847 Holdings cannot be transferred, except in very limited circumstances, until 180 days after the date of the IPO underwriting, or January 26, 2021. Notwithstanding this lock-up agreement, 1847 Holdings is permitted under the underwriting agreement to make the distribution of Goedeker’s stock to its shareholders provided that the shareholders of 1847 Holdings are subject to the same restrictions provided for in such lock-up agreement.

The shares of our common stock being distributed to the shareholders of 1847 Holdings, therefore, will be restricted under the lock-up agreement to the same extent as such shares were restricted when owned by 1847 Holdings and the Company’s transfer agent will notate such restriction in its records and place stop transfer orders against the shares being distributed to ensure compliance with the lock-up agreement. The shares of the Company’s common stock being distributed to the shareholders of 1847 Holdings will be registered in book entry form and no stock certificates representing those shares will be delivered to any shareholders of 1847 Holdings.

A total of 2,529,207 shares of the Company’s common stock being distributed to 1847 Holdings will be distributed to persons who are officers or directors of Goedeker’s and, therefore, such shares will remain subject to a lock-up period of one year. The remaining 795,793 shares being distributed will be distributed to persons who are not officers or directors of the Company and therefore will be subject to a six-month lock-up period.

“As disclosed in our S-1, this distribution benefits Goedeker’s by ultimately increasing the number of holders of our common stock, which could enhance the liquidity of our shares, while also allowing us to pursue our business plan independently,” commented Doug Moore, CEO of 1847 Goedeker.

About 1847 Goedeker Inc.

The Company is an industry leading e-commerce destination for appliances, furniture, and home goods. Since its founding in 1951, the Company has transformed from a local brick and mortar operation serving the St. Louis metro area to a respected nationwide omnichannel retailer that offers one-stop shopping for national and global brands. While the Company maintains its St. Louis showroom, over 90% of sales are placed through its website (www.goedekers.com). The Company provides visitors an easy to navigate the shopping experience and offers more than 185,000 items organized by category and product features. Specialization in the home category has enabled the Company to build a shopping experience and an advanced logistics infrastructure that is tailored to the unique characteristics of the market. Learn more at www.goedekers.com.

Forward Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” "will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission and other reports filed with the Securities and Exchange Commission thereafter. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

Dave Gentry, CEO
RedChip Companies
Office: 1.800.RED.CHIP (733.2447)
Cell: 407.491.4498
dave@redchip.com

Source: 1847 Goedeker Inc.

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