1847 Goedeker Inc. (NYSE American: GOED) (NYSE American: GOED WS) (“Goedekers” or the “Company”), a one-stop e-commerce destination for appliances and furniture, today announced the pricing of an underwritten public offering of 91,111,111 units, each unit consisting of one share of common stock and one warrant to purchase one share of common stock. Each unit is being sold to the public at a price of $2.25. The gross proceeds to the Company from the offering are expected to be approximately $205 million before deducting underwriting discounts, commissions and other offering expenses. The warrants included within the units are exercisable immediately, have an exercise price of $2.25 per share and expire five years from the date of issuance. The shares of common stock and warrants contained in the units are immediately separable and will be issued separately.

The warrants will begin trading on the NYSE American on May 28, 2021 under the ticker symbol “GOED WS”.

The Company has granted the underwriter a 30-day option to purchase up to 2,000,000 additional shares of common stock and/or up to 2,000,000 additional warrants to cover over-allotments, if any.

The offering is expected to close on June 2, 2021, subject to satisfaction of customary closing conditions.

ThinkEquity, a division of Fordham Financial Management, Inc., is acting as sole book-running manager for the offering.

The Company intends to use the net proceeds from this offering to pay part of the cash portion of the purchase price for the proposed acquisition of Appliances Connection and related acquisition fees and expenses. Any remaining proceeds will be used working capital and general corporate purposes.

A registration statement on Form S-1, as amended (File No. 333-255709) relating to the shares was filed with the Securities and Exchange Commission (“SEC”) and became effective on May 27, 2021. This offering is being made only by means of a prospectus. Copies of the final prospectus, when available, may be obtained from ThinkEquity, a division of Fordham Financial Management, Inc., 17 State Street, 22nd Floor, New York, New York 10004, by telephone at (877) 436-3673, by email at prospectus@think-equity.com. The final prospectus will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About 1847 Goedeker Inc.

1847 Goedeker Inc. is an industry leading e-commerce destination for appliances, furniture, and home goods. Since its founding in 1951, Goedekers 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 95% of sales are placed through its website (www.Goedekers.com). Goedeker’s provides visitors an easy to navigate shopping experience and offers more than 141,000 items organized by category and product features. 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.

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