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. 6)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) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

10/15/2021

(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. 6 to the Schedule 13D filed by the undersigned (“Amendment No. 6”). This Amendment No. 6 amends the Schedule 13D as specifically set forth herein.

Item 2 of the Schedule 13D is hereby amended to add the following:

In connection with the Cooperation Agreement, as defined and further described in Item 4 below, Nanxi Liu, David Meniane, Mehran Nia and L. William Varner, Jr. are no longer members of the Section 13(d) group and shall cease to be Reporting Persons immediately upon the filing of this Amendment No. 6. The remaining Reporting Persons will continue filing statements on Schedule 13D with respect to their beneficial ownership of securities of the Issuer to the extent required by applicable law. Each of the remaining Reporting Persons is party to the October 19 Joint Filing Agreement, as defined and further described in Item 6 below.

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 2,082,225 Shares beneficially owned by KWM is approximately $4,775,911, including brokerage commissions. The aggregate purchase price of the 3,317,945 Shares beneficially owned by Philotimo is approximately $8,602,603, including brokerage commissions. The aggregate purchase price of the 600,000 Shares beneficially owned by PHLOX is approximately $1,889,015, including brokerage commissions. The aggregate purchase price of the 209,387 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 October 15, 2021, Kanen Wealth Management (“KWM”) and certain of its affiliates (the “Kanen Group”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Issuer. Pursuant to the terms of the Cooperation Agreement, the Issuer agreed, among other things, to appoint two independent directors, Selim Bassoul and Alan Shaw (the “New Directors”), to the Board of Directors of the Issuer (the “Board”). The New Directors were selected by the Kanen Group from a list of five candidates provided by the Issuer (the “New Director Identification Process”). The New Directors shall fill the vacancies created by the resignations of Douglas T. Moore and Paul Froning from the Board. Under the terms of the Cooperation Agreement, the Issuer agreed to nominate the New Directors for election to the Board at the 2021 annual meeting of stockholders. Until the Termination Date (as defined below), if a New Director ceases to be a director for any reason, the Kanen Group may select a replacement director following the New Director Identification Process as set forth in the Cooperation Agreement.

Pursuant to the Cooperation Agreement, the Kanen Group agreed to withdraw its letter nominating director candidates, dated September 9, 2021. Pursuant to the terms of the Cooperation Agreement, the Kanen Group also agreed to abide by certain customary standstill obligations, prohibitions on litigation and mutual non-disparagement provisions with the Issuer from the date of the Cooperation Agreement until the date that is thirty (30) days prior to the beginning of the Issuer’s advance notice period for stockholders to submit director nominations for the 2022 annual meeting of stockholders; provided, however, that both the Kanen Group and the Issuer may earlier terminate the Cooperation Agreement if the other party commits a material breach of the Cooperation Agreement that is not cured within fifteen days written notice thereof (such date, the “Termination Date”). Until the Termination Date, the Kanen Group has also agreed to vote in a manner consistent with the recommendations of the Board, subject to certain exceptions specified in the Cooperation Agreement.

The foregoing description of the Cooperation Agreement is qualified in its entirety by reference to the Cooperation Agreement, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Also on October 15, 2021, the parties to that certain Joint Filing and Solicitation Agreement, dated September 9, 2021 (the “Joint Filing and Solicitation Agreement”), agreed to terminate the Joint Filing and Solicitation Agreement effective immediately. Accordingly, Nanxi Liu, David Meniane, Mehran Nia and L. William Varner, Jr. are no longer members of the Section 13(d) group.

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 3.1%

Percentage: Less than 1%

Percentage: Approximately 5.6%

Percentage: Approximately 5.8%

Percentage: 0%

Percentage: Less than 1%

Percentage: Less than 1%

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

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.

Each of the remaining Reporting Persons, as a member of a “group” with the other remaining 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 remaining Reporting Persons. Each remaining 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 October 15, 2021, certain of the Reporting Persons and the Issuer entered into the Cooperation Agreement as defined and described in Item 4 above and attached hereto as Exhibit 99.1, which is incorporated herein by reference.

On October 19, 2021, certain of the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons who will remain Reporting Persons subsequent to this Amendment No. 6 agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law (the “October 19 Joint Filing Agreement”). A copy of the October 19 Joint Filing Agreement is attached hereto as Exhibit 99.2 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.

Dated: October 19, 2021

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

² Reflects a transfer to a separately managed account over which KWM does not have voting or dispositive control on or about October 1, 2021.