SHF Holdings, Inc 8-K, filed Apr 21, 2023
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on April 21, 2023, reporting on events of April 14, 2023.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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.
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated April 20, 2023. | |
| 99.2 | Investor Presentation, dated April 20, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| Date: April 20, 2023 | By: | /s/ Donnie Emmi |
| Chief Legal Officer | ||
Exhibit 99.1
Safe Harbor Financial Welcomes Douglas Fagan to Board of Directors
GOLDEN, Colo., April 20, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, today announced that it has appointed Douglas Fagan, President and CEO of Partner Colorado Credit Union (“PCCU”), to the Company’s Board of Directors, effective immediately. Mr. Fagan replaces Joshua Mann, Co-CEO of Northern Lights Acquisition Corp.
“As a representative of our long-standing operational partner and largest shareholder, Mr. Fagan will provide unique insights and invaluable guidance as a Director of the Company,” said Sundie Seefried, CEO of Safe Harbor. “On behalf of everyone at Safe Harbor, I’d like to welcome Mr. Fagan to the team, and also thank Mr. Mann for his commitment and service.”
Mr. Fagan joined PCCU in September 2017 as its Chief Financial Officer and has served as the credit union’s President and CEO since July 2021. Prior to PCCU, he was Senior Vice President of Asset Management at MIDFLORIDA Credit Union and Vice President of Finance at Bag Gulf Credit Union. Mr. Fagan 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.
About Safe Harbor
Safe Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing traditional banking services to cannabis, hemp, CBD, and ancillary operators, making communities safer, driving growth in local economies, and fostering long-term partnerships. Currently managing more than 1000 cannabis-related relationships, Safe Harbor, through its financial institution clients, implements high standards of accountability, transparency, monitoring, reporting and risk mitigation measures while meeting Bank Secrecy Act obligations in line with FinCEN guidance on cannabis-related businesses. Over the past eight years, Safe Harbor has facilitated more than $18 billion in deposit transactions for businesses with operations spanning over 40 states and US territories with regulated cannabis markets. For more information, visit www.shfinancial.org.
Forward-Looking Statements
Certain statements contained in this press release constitute “forward-looking statements’’ within the meaning of federal securities laws. Forward-looking statements may include, but are not limited to, statements with respect to trends in the cannabis industry, including proposed changes in U.S and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors; new product and service offerings Safe Harbor may introduce in the future; the impact of recent volatility in the capital markets, which may adversely affect the price of the Company’s securities; the outcome of any legal proceedings that may be instituted against Safe Harbor; other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the future; and the other risk factors discussed in Safe Harbor’s filings from time to time with the Securities and Exchange Commission. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject, are subject to risks and uncertainties. These forward-looking statements involve a number of risks and uncertainties (some of which are beyond the control of Safe Harbor), and other assumptions, that may cause the actual results or performance to be materially different from those expressed or implied by these forward-looking statements.
Media Contact
Safe Harbor Financial
Nick Callaio, Marketing Manager
720.951.0619
Nick@SHFinancial.org
Investor Relations Contact
Mattio Communications
ir@mattio.com
Exhibit 99.2
