SHFS 8-K
SHF Holdings, Inc. (SHFS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation)
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code (
(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) | ||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||
| 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 | ||
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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023, SHF Holdings, Inc. (the “Company”) announced that on March 29, 2023, the Company and Partner Colorado Credit Union (“PCCU”) had entered into a five-year Senior Secured Promissory Note (the “PCCU 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 PCCU Note, a first priority security interest in substantially all of the assets of the Company (the “Security Agreement”).
On February 3, 2025, the Company disclosed on its Current Report on Form 8-K filed with the SEC that the Company and PCCU entered into a letter agreement to defer the principal payments on the Note for the months of February and March 2025 (the “Deferral Period”) and to engage in discussions to restructure the Note.
On March 3, 2025 the Company and PCCU entered into an Amended and Restated Senior Secured Promissory Note (the “Amended Note”) which modifies the PCCU Note to allow for interest only payments for a period of two years with a maturity date of October 5, 2030. The interest rate of 4.25% applicable to the PCCU Note remains unchanged. The foregoing description of the terms of the Amended Note does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the provisions of the Amended and Restated Senior Secured Promissory Note which is filed as Exhibit 10.1 and is incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On March 4, 2025, the Company issued a press release announcing that it had entered into the Amended Note 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 | |
| 10.1 | Amended and Restated Senior Secured Promissory Note dated March 3, 2025 | |
| 99.1 | Press Release dated March 4, 2025 | |
| 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 4, 2025 | By: | /s/ Terrance E. Mendez |
| Chief Executive Officer | ||
Exhibit 10.1
Exhibit 99.1
Safe Harbor Financial Successfully Modifies Debt Obligation with Partner Colorado Credit Union
Agreement unlocks over $6 million in Cash Flow and Extends Due Date to October 2030
GOLDEN, Colo., March 4, 2025 – SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”) (Nasdaq: SHFS), a fintech leader in facilitating financial services and credit facilities to the regulated cannabis industry, is pleased to announce that it has successfully negotiated a favorable debt (the “Note”) modification with Partner Colorado Credit Union (“PCCU”). The agreement includes a two-year interest-only period, covering February and March 2025, the two months previously granted. These modified terms are expected to unlock more than $ 6 million in cash that would have otherwise been allocated to principal amortization over the next two years. The Note will maintain its 4.25% interest rate throughout the remainder of the term.
Doug Fagen, President and CEO of Partner Colorado Credit Union stated “As one of the largest shareholders’ we realize that Safe Harbors’ success contributes to the success of our Members. We expect this debt modification will provide Safe Harbor with the financial flexibility needed to pursue new opportunities. This agreement underscores our commitment to supporting Safe Harbor’s long-term success and stability.”
“Not only does the note modification significantly enhance our financial standing, I can confidently say that it also provides Safe Harbor with tremendous optionality as we enter this new chapter. The new agreement with PCCU provides us with flexibility to pursue additional opportunities to enhance and expand our service offering and reinforces our commitment to delivering long-term value to all stakeholders. The modification of the Note signifies a pivotal moment for Safe Harbor Financial,” stated Terry Mendez, CEO of Safe Harbor Financial.
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. 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 decade, Safe Harbor has facilitated more than $25 billion in deposit transactions for businesses with operations spanning more than 41 states and US territories with regulated cannabis markets. For more information, visit www.shfinancial.org.
Cautionary Statement Regarding Forward-Looking Statements
Certain information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements and are not guarantees of future performance or results and involve a number of risks and uncertainties. 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 and historical performance; new product and service offerings Safe Harbor may introduce in the future; the impact volatility in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that have been or may be instituted against or by Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors, including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this press release.
Contact Information
Safe Harbor Investor Relations
KCSA Strategic Communications
Ellen Mellody