SHF Holdings, Inc 8-K, filed Jan 26, 2023
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on January 26, 2023, reporting on events of January 25, 2023.
Items reported
- Item 5.07: Shareholder vote results
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On January 25, 2023, SHF Holdings, Inc. (the “Company”) held a special meeting of its stockholders (the “Special Meeting”) at which stockholders voted on the proposals set forth below, each of which is described in greater detail in the definitive Proxy Statement on Schedule 14A (the “Proxy Statement”) filed with the U.S. Securities and Exchange Commission (the “SEC”) on January 10, 2023.
As of December 16, 2022, the record date for the Special Meeting, there were 23,582,912 shares of the Company’s Class A Common Stock, par value $0.0001 per share (the “Class A Common Stock”), issued and outstanding. At the Special Meeting, stockholders holding an aggregate of 15,217,182 shares of Class A Common Stock, representing 64.5% of the outstanding shares of Class A Common Stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the Special Meeting, and each of the proposals was approved by the stockholders. Partner Colorado Credit Union and Luminous Capital USA, Inc. voted in accordance with the voting agreements entered into with the Company for each matter submitted to a vote of the stockholders at the Special Meeting. The final results of such stockholder voting on each proposal brought before the Special Meeting are as follows:
Proposal 1 — The Nasdaq Proposal — To approve the issuance of shares of our Class A Common Stock issuable upon the conversion of 20,450 shares of our Series A Preferred Stock, par value $0.0001 per share, held by certain private investors at a conversion price of $1.25 per share of Class A Common Stock, in accordance with Nasdaq Listing Rule 5635(d) (the “Nasdaq Proposal”).
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 15,204,694 | 12,224 | 264 | n/a |
Proposal 2 — The Adjournment Proposal — To adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if there are insufficient votes for, or otherwise in connection with, the approval of the Nasdaq Proposal. The Nasdaq Proposal, having received the votes required by applicable law, was declared to be duly adopted by the Company’s stockholders. As such, a vote of the proposal to authorize adjournment of the Special Meeting was unnecessary.
| VOTES FOR | VOTES AGAINST | VOTES ABSTAINED | BROKER NON-VOTES | |||
| 15,204,173 | 12,419 | 590 | n/a |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: January 26, 2023 | By: | /s/ Donnie Emmi |
| Donnie Emmi | ||
| Chief Legal Officer | ||