SEC Form SC 13D/A filed by 1847 Goedeker Inc. (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 5)¹

1847 Goedeker Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

28252C109

(CUSIP Number)

MR. DAVID L KANEN

KANEN WEALTH MANAGEMENT, LLC

5850 Coral Ridge Drive, Suite 309

Coral Springs, FL 33076

(631) 863-3100

ANDREW M. FREEDMAN, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2250

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

09/09/2021

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

*Includes 34,072 shares of Common Stock issuable upon exercise of certain Warrants owned by Mr. Nia.

The following constitutes Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as specifically set forth herein.

Item 1 of the Schedule 13D is hereby amended and restated to read as follows:

This statement relates to the common stock, $0.0001 par value per share (the “Shares”), of 1847 Goedeker Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3817 Millstone Parkway, St. Charles, MO 63301. This statement also relates to the warrants (the “Warrants”) registered by the Issuer with the Securities and Exchange Commission on May 26th, 2021.

Item 2 of the Schedule 13D is hereby amended and restated to read as follows:

(a) This statement is filed by:

(i) Philotimo Fund, LP, a Delaware limited partnership (“Philotimo”), with respect to the Shares directly and beneficially owned by it;

(ii) Philotimo Focused Growth and Income Fund, a series of World Funds Trust, a Delaware statutory trust (“PHLOX”), with respect to the Shares directly and beneficially owned by it;

(iii) Kanen Wealth Management, LLC, a Florida limited liability company (“KWM”), as the general partner of Philotimo, the investment manager of PHLOX and with respect to the Shares directly and beneficially owned by it;

(iv) David L. Kanen, as the managing member of KWM and with respect to the Shares directly and beneficially owned by him;

(v) Nanxi Liu, as a nominee for the Board of Directors (the “Board”);

(vi) David Meniane, as a nominee for the Board and with respect to the Shares directly owned by him;

(vii) Mehran Nia, as a nominee for the Board and with respect to the Shares directly owned by him; and

(viii) L. William Varner, Jr., as a nominee for the Board.

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b) The address of the principal office of each of Philotimo, PHLOX, KWM and Mr. Kanen is 5850 Coral Ridge Drive, Suite 309, Coral Springs, Florida 33076. The principal business address of Ms. Liu is 3675 Inglewood Blvd, Los Angeles, California 90066. The principal business address of Mr. Meniane is 1976 S La Cienega Blvd #179, Los Angeles, California 90034. The principal business address of Mr. Nia is 11676 Terryhill Place, Los Angeles California 90049. The principal business address of Mr. Varner is 3011 Keller Bend Road, Knoxville, Tennessee 37922.

(c) The principal business of each of KWM, Philotimo and PHLOX is investing in securities. The principal occupation of Mr. Kanen is serving as the managing member of KWM. The principal occupation of Ms. Liu is serving as the Chief Executive Officer and Co-Founder of Enplug, Inc. The principal occupation of Mr. Meniane is Chief Operating and Financial Officer at CarParts.com, Inc. The principal occupation of Mr. Nia is serving as a Senior Consultant for Carparts.com, Inc. The principal occupation of Mr. Varner is serving as Chief Executive Officer of Select Interior Concepts, Inc.

(d) No Reporting Person, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) No Reporting Person, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) Messrs. Kanen, Meniane, Nia and Varner and Ms. Liu are citizens of the United States of America. Mr. Meniane is also a citizen of France.

Item 3 of the Schedule 13D is hereby amended and restated to read as follows:

The Shares purchased by Philotimo were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The shares of Common Stock purchased by PHLOX were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by KWM were purchased with the funds for the accounts of its customers (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Kanen were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Meniane were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The Shares purchased by Mr. Nia were purchased with personal funds (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market transactions. The aggregate purchase price of the 2,101,866 Shares beneficially owned by KWM is approximately $4,820,961, including brokerage commissions. The aggregate purchase price of the 3,061,870 Shares beneficially owned by Philotimo is approximately $7,563,558, including brokerage commissions. The aggregate purchase price of the 500,000 Shares beneficially owned by PHLOX is approximately $1,315,855, including brokerage commissions. The aggregate purchase price of the 202,611 Shares beneficially owned by Mr. Kanen is approximately $459,934, including brokerage commissions. The aggregate purchase price of the 10,000 Shares beneficially owned by Mr. Meniane is approximately $32,800, including brokerage commissions. The aggregate purchase price of the 664,072 Shares beneficially owned by Mr. Nia is approximately $2,533,899, including brokerage commissions.

Item 4 of the Schedule 13D is hereby amended to add the following:

On September 9, 2021, Philotimo delivered a letter to the Issuer nominating a slate of five highly-qualified candidates including, David L. Kanen, Nanxi Liu, David Meniane, Mehran Nia and L. William Varner, Jr. (collectively, the “Nominees”) for election to the Board at the Issuer’s 2021 annual meeting of stockholders (the “2021 Annual Meeting”).

On September 9, 2021, KWM issued a press release (the “Press Release”) announcing the nomination of the Nominees. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5(a)-(c) of the Schedule 13D are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 106,387,332 Shares outstanding as of August 10, 2021 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 12, 2021.

Percentage: Approximately 2.9%

Percentage: Less than 1%

Percentage: Approximately 5.3%

Percentage: Approximately 5.5%

Percentage: 0%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: 0%

KWM, in its role as investment manager to several customer accounts (collectively, the “Accounts”) to which it furnishes investment advice, and Mr. Kanen, as the managing member of KWM, may each be deemed to beneficially own shares of the Issuer’s Shares held in the Accounts.

¹ Includes 34,072 shares of Common Stock issuable upon exercise of certain Warrants owned by Mr. Nia.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

Item 6 of the Schedule 13D is hereby amended to add the following:

On September 9th, 2021, the Reporting Persons entered into a Joint Filing and Solicitation Agreement (the “Joint Filing and Solicitation Agreement”) pursuant to which, among other things, the Reporting Persons agreed (a) to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company, (b) to form a group to solicit proxies for the election of the Nominees to the Board at the 2021 Annual Meeting and to take such other actions the group deems advisable, (c) to provide Philotimo and Philotimo’s counsel, Olshan Frome Wolosky LLP (“Olshan”), written notice of any of their purchases or sales of securities of the Company or any securities of the Company over which they acquire or dispose of beneficial ownership, and (d) that Philotimo would pay directly all pre-approved expenses incurred in connection with the Participants’ activities. The Joint Filing and Solicitation Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Each of Messrs. Meniane, Nia and Varner and Ms. Liu has granted Mr. Kanen powers of attorney (the “POAs”) to execute certain SEC filings and other documents in connection with the solicitation of proxies from the Issuer’s shareholders at the 2021 Annual Meeting. A form of POA is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7 of the Schedule 13D is hereby amended to add the following exhibits:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

SCHEDULE A

Transactions in the Shares of the Issuer During the Past Sixty Days

Philotimo Fund, LP

Philotimo Focused Growth and Income Fund

Kanen Wealth Management, LLC

David L. Kanen

David Meniane

Mehran Nia