Current Report Filing (8-k)
April 21 2023 - 6:02AM
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2023-04-14
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2023-04-14
2023-04-14
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of
the
Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): April 14, 2023
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
001-40524 |
|
90-2409612 |
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
1526
Cole Blvd., Suite 250
Golden,
Colorado 80401
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (303) 431-3435
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
|
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of Each Class |
|
Trading
Symbol(s) |
|
Name
of Each Exchange on Which Registered |
Class
A Common Stock, $0.0001 par value per share |
|
SHFS |
|
The
Nasdaq Stock Market LLC |
Redeemable
Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share |
|
SHFSW |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
As
publicly announced on April 20, 2023, the Board of Directors (the “Board”) of SHF Holdings, Inc. (the “Company”)
appointed Mr. Douglas M. Fagan to fill a vacancy on the Board, effective immediately. Mr. Fagan will serve as a Class III director with
a term expiring at the Company’s Annual Meeting of Stockholders in 2024. Mr. Fagan was nominated by the Company’s Nominating
and Corporate Governance Committee (the “Committee”) after a review
of his background, relevant experience, and professional and personal reputation. An agreement related
to compensation has not yet been reached; however, Mr. Fagan will be compensated commensurate with other directors of the Board.
Mr. Fagan, 58, became the Chief Financial Officer of Partner
Colorado Credit Union (“PCCU”) in September 2017, and the Chief Executive Officer in July 2021. PCCU is the Company’s
largest shareholder and has been party to multiple agreements with the Company, as previously disclosed. Prior to being employed by PCCU,
Mr. Fagan was Senior Vice President of Asset Management at MIDFLORIDA Credit Union and Vice President of Finance at Bag Gulf Credit Union.
He earned a Master of Business Administration, with a concentration in accounting, from the University of Tampa and a Bachelor’s
Degree in accounting and finance from Florida Southern College. A
copy of the press release announcing Mr. Fagan’s appointment is being filed with this Form 8-K as Exhibit 99.1.
Item
7.01. Regulation FD Disclosure.
Beginning
on April 24, 2023, the Company may commence investor presentations using the Investor Presentation attached to this Current Report on
Form 8-K as Exhibit 99.2 (the “Investor Presentation”) and incorporated herein by reference. The Company expects to use the
Investor Presentation, in whole or in part, and possibly with modifications, in connection with presentations to investors, analysts
and others during the fiscal year ending December 31, 2023.
The
information contained in the Investor Presentation is summary information that is intended to be considered in the context of the Company’s
Securities and Exchange Commission (“SEC”) filings and other public announcements that the Company may make, by press release
or otherwise, from time to time. The Company undertakes no duty or obligation to publicly update or revise the information contained
in this report, although it may do so from time to time as its management believes is warranted. Any such updating may be made through
the filing of other reports or documents with the SEC, through press releases or through other public disclosure.
The
information in this Item 7.01, including Exhibit 99.2, is being furnished and will not be deemed to be filed for purposes of Section
18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of
that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act or the Exchange Act.
Item
8.01. Other Events.
Debt
Resolution:
As
reported in the Company’s Form 10-Q
filed on November 14, 2022 and Form 10-K
filed on April 14, 2023, on June 27, 2022, Luminous Capital Inc. (“Luminous”) has provided a non-interest-bearing advance
(the “Advance”) amounting to $1,150,000 to fund the operations of Northern
Lights Acquisition Corporation (now SHF Holdings, Inc. and
collectively, the “Company”) prior to the September 28, 2022 business combination. Luminous later
incurred an additional approximately $215,905
to fund related
operational expenses of the Company, for a total debt obligation of the
Company of $1,365,905 (the “Debt”). On April 14, 2023, SHF and Luminous Capital USA, Inc. agreed to fully resolve the Debt
as follows: an initial payment of $665,905; and subsequent payments of $250,000 on each of July 5, 2023 and
October 4, 2023, and a
final payment of $200,000 on January 5, 2024.
Outstanding
Common Stock Issued:
As
previously announced, the Company entered into an Amended and Restated Securities Purchase Agreement with certain investors (collectively,
the “PIPE Investors”) pursuant to which, among other things, the PIPE Investors purchased an aggregate of 20,450 shares of
the Company’s Series A Convertible Preferred Stock, $0.0001 par value per share (the “Series A Preferred Stock”), which
shares of Series A Preferred Stock are convertible into shares of the Company’s Class A common stock, $0.0001 par value per share
(the “Class A Common Stock”).
As
of April 20, 2023, 9,554 shares of Series A Preferred Stock had been
converted into shares of Class A Common Stock, resulting in there being 41,121,551 shares of Class A Common Stock issued and outstanding
and 10,896 shares of Series A Preferred Stock issued and outstanding.
Item
9.01. Financial Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
SHF
HOLDINGS, INC. |
|
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|
Date:
April 20, 2023 |
By: |
/s/
Donnie Emmi |
|
|
Chief
Legal Officer |
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