SHF Holdings, Inc 8-K, filed Mar 30, 2023
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on March 30, 2023, reporting on events of March 29, 2023.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.02: Unregistered sale of equity
- Item 7.01: Regulation FD disclosure
- 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 1.01. | Entry into a Material Definitive Agreement. |
As previously disclosed, on October 26, 2022 SHF Holdings, Inc., a Delaware corporation (the “Company”) and Partner Colorado Credit Union, a Colorado not for profit credit union (“PCCU”), the Company’s largest stockholder, entered into a forbearance agreement. Pursuant to the forbearance agreement, PCCU agreed to defer $64,662,548 in principal and accrued payments owed pursuant to the September 28, 2022 business combination, which amount represented all amounts owed to PCCU pursuant to the business combination agreement (the “Deferred Obligation”) for a period of six (6) months while PCCU and the Company engaged in good faith efforts to renegotiate the payment terms applicable to the Deferred Obligation.
On March 29, 2023, the Company and PCCU entered into the following definitive transaction documents to settle and restructure the Deferred Obligation::
| ● | A five-year Senior Secured Promissory Note (the “Note”) in the principal amount of $14,500,000 bearing interest at the rate of 4.25% and a Security Agreement pursuant to which the Company will grant, as collateral for the Note, a first priority security interest in substantially all of the assets of the Company (the “Security Agreement,” and collectively with the Note, the “Note Documents”); | |
| ● | A Securities Issuance Agreement, pursuant to which the Company will issue 11,200,000 shares of the Company’s Class A Common Stock (the “Shares”) to PCCU. Following the issuance of the Shares, PCCU will own 54.93% of the outstanding Class A Common Stock. In connection with the Securities Issuance Agreement, the parties also entered into a Registration Rights Agreement and a Lock-Up Agreement (the “Lock-Up Agreement” and collectively with the Securities Issuance Agreement and the Registration Rights Agreement, the “Securities Issuance Documents”). The Registration Rights Agreement requires the Company to register the Shares for resale pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and the Lock-Up Agreement restricts PCCU from transferring the Shares until the earlier of (i) six (6) months after the date of the Securities Issuance Documents or (ii) the consummation of a transaction with an unaffiliated third party in which all of the Company’s stockholders have the right to exchange their shares of Class A Common Stock for cash, securities, or other property; and | |
| ● | A Commercial Alliance Agreement (the “Alliance Agreement”) that sets forth the terms and conditions of the lending-related and account-related services governing the relationship between the Company and PCCU from and after the date of the transactions. Collectively, the Note Documents, Securities Issuance Documents, and the Alliance Agreement are referred to as the Transaction Documents. |
The foregoing description is only a summary of the Transaction Documents and is qualified in its entirety by reference to the full text of the Transaction Documents.
| Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein. In connection with the Securities Issuance Agreement, the Company will issue the Shares to PCCU on or before April 3, 2023. The Shares will not be registered under the Securities Act, and will be issued in reliance on the exemption from the registration requirements thereof provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder as a transaction by an issuer not involving a public offering.
| Item 7.01. | Regulation FD Disclosure. |
On March 29, 2023, the Company issued a press release announcing that it had entered into the Transaction Documents with PCCU described in Item 1.01. The press release is attached hereto as Exhibit 99.1.
Exhibit 99.1 is being furnished pursuant to Item 7.01 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 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated March 29, 2023 | |
| 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 Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: March 30, 2023 | By: | /s/ Donnie Emmi |
| Chief Legal Officer | ||
Exhibit 99.1
Safe Harbor Financial Enters into Agreement to Resolve $64.7 Million in Payment Obligations
- Significantly strengthens balances sheet and net worth with a serviceable amount of debt -
GOLDEN, Colo., March 30, 2023 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating banking, payments, and financial services to the regulated cannabis industry, today announced that it has entered into agreements with Partner Colorado Credit Union (“PCCU”), the Company’s largest stockholder, resulting in the settlement of the approximately $64.7 million deferred payable owed to PCCU (the “Agreement”).
Under the terms of the Agreement, the Company has agreed to resolve approximately $64.7 million of total payment obligations owed from the September 28, 2022 business combination in exchange for a 5-year, $14.5 million senior secured note bearing a 4.25% annual interest rate and issuance of 11.2 million shares of Class A common stock in the Company.
“A testament to the strong business we have built, we believe this Agreement reflects our strategic partner’s confidence in our ability to execute our long-term growth plans and build shareholder value,” said Sundie Seefried, Chief Executive Officer of Safe Harbor. “Importantly, this restructuring of our balance sheet removes previous financial constraints on our business, enabling us to service the current portion of all our long-term debt while better positioning Safe Harbor to pursue a variety of growth opportunities.”
About Safe Harbor
Safe Harbor is among the first service providers to offer compliance, monitoring and validation services to financial institutions, providing access to 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 $17 billion in deposit transactions for businesses with operations spanning nearly 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 the U.S. 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 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
shf@mattio.com