SHFS 8-K
SHF Holdings, Inc. (SHFS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On May 21, 2025, SHF Holdings, Inc. (the “Company”) entered into a Waiver (the “Waiver”) with Partner Colorado Credit Union (“PCCU”). Section 5.1(d) of the Company’s Certificate of Incorporation entitled PCCU to (i) designate, jointly with the Company, one Class I director to the Company’s Board of Directors and (ii) designate three Class II directors to the Company’s Board of Directors (collectively, the “Designation Rights”). Pursuant to the terms of the Waiver, PCCU agreed to forever waive these Designation Rights.
PCCU is considered a related party as it holds a significant ownership interest in the Company, is the Company’s most significant financial institution customer, serves as the Company’s sole lending financial institution, is the counterparty to a five-year Senior Secured Promissory Note issued by the Company, and is where the Company maintains the majority of its deposits. For additional information on the Company’s relationship with PCCU, see Part I, Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations––Related Party Relationships” in the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 21, 2025.
The foregoing description of the terms of the Waiver does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the Waiver, which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 22, 2025, Donald Emmi, the Chief Legal Officer of the Company, informed the Company that he is resigning from his role at the Company effective June 6, 2025. Mr. Emmi’s resignation from the Company was for personal reasons and is not a result of any disagreement with the Company on any matter relating to the operations, policies or practices of the Company.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description of Exhibit | |
| 10.1 | Waiver, dated as of May 21, 2025, by and between SHF Holdings, Inc. and Partner Colorado Credit Union. | |
| 104 | Cover Page Interactive Data File (Embedded within the Inline XBRL document and included in Exhibit) |
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: May 28, 2025 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||
Exhibit 10.1
WAIVER
This Waiver (the “Waiver”), dated as of May 21, 2025 (the “Effective Date”), is made by and between SHF Holdings, Inc. (“SHF”) and Partner Colorado Credit Union (“PCCU” and, together with SHF, the “Parties,” and each, a “Party”).
WHEREAS, SHF filed its Second Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on September 28, 2022 (as may be amended or restated from time to time, the “Certificate of Incorporation”); and
WHEREAS, pursuant to Section 5.1(d)(i) of the Certificate of Incorporation, PCCU is entitled to, jointly with SHF, designate one Class I director to the Board of Directors of SHF (the “Class I Designation Rights”);
WHEREAS, pursuant to Section 5.1(d)(ii) of the Certificate of Incorporation, PCCU is entitled to designate three Class II directors to the Board of Directors of SHF (the “Class II Designation Rights” and, together with the Class I Designation Rights, the “Designation Rights”); and
WHEREAS, PCCU has agreed to waive the Designation Rights.
NOW, THEREFORE, in consideration of the premises set forth above and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Waiver. PCCU’s Designation Rights are hereby forever waived as they relate to both the Class I Designation Rights and the Class II Designation Rights.
2. Effectiveness of Waiver; Limited Effect; No Modifications. This Waiver will become effective as of the Effective Date. The waivers set forth above shall be limited precisely as written and relate solely to the provisions of Section 5.1(d)(i) and Section 5.1(d)(ii) of the Certificate of Incorporation in the manner and to the extent described above, and nothing in this Waiver shall be deemed to constitute a waiver by either Party of compliance with respect to any other term, provision, or condition of the Certificate of Incorporation, or any other instrument or agreement referred to therein. Nothing contained in this Waiver will be deemed or construed to amend, supplement, or modify the Certificate of Incorporation or otherwise affect the rights and obligations of either Party thereto, all of which remain in full force and effect.
3. Miscellaneous.
(a) This Waiver and all related documents, and all matters arising out of or relating to this Waiver, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Delaware, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware.
(b) This Waiver shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
(c) The headings in this Waiver are for reference only and do not affect the interpretation of this Waiver.
(d) This Waiver may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together will constitute one and the same instrument. Facsimile, PDF copies or other electronic transmission of signatures shall constitute original signatures for all purposes of this Waiver and any enforcement hereof. The words “execution,” “signed,” “signature,” “delivery,” and words of like import in or relating to this Waiver or any document to be signed in connection with this Waiver shall be deemed to include Electronic Signatures (as defined below), deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof or the use of a paper-based recordkeeping system, as the case may be, and the Parties hereto consent to conduct the transactions contemplated hereunder by electronic means. “Electronic Signatures” means any electronic symbol or process attached to, or associated with, any contract or other record and adopted by a person with the intent to sign, authenticate or accept such contract or record.
(e) This Waiver constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
(f) Each Party shall pay its own costs and expenses in connection with this Waiver (including the fees and expenses of its advisors, accountants, and legal counsel).
[Signature page follows.]
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IN WITNESS WHEREOF, the Parties have executed this Waiver as of the Effective Date.
| PARTNER COLORADO CREDIT UNION | ||
| By: | /s/ Douglas M. Fagan | |
| Name: | Douglas M. Fagan | |
| Title: | President and Chief Executive Officer | |
| SHF HOLDINGS, INC. | ||
| By: | /s/ Terrance Mendez | |
| Name: | Terrance Mendez | |
| Title: | Chief Executive Officer | |
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