SHF Holdings, Inc 8-K, filed Jul 11, 2025
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on July 11, 2025, reporting on events of July 8, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
- 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 |
On July 8, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of SHF Holdings, Inc. (the “Company”), the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Amended and Restated – 2022 Equity Incentive Pan (the “Plan”), which amended the Plan to (i) increase the number of shares that may be issued under the Plan from 351,858 to 626,749, (ii) provide for the annual automatic increase of such reserve in order to maintain an authorized amount of 15% of the total outstanding shares, and (iii) provide for an automatic increase of such reserve in the event of a Dilution Event (as defined in the Plan) in order to maintain an authorized amount of 10% of the total outstanding shares. The Amendment was previously approved by the Company’s Board of Directors, subject to stockholder approval at the Annual Meeting, and the Amendment became effective upon such stockholder approval.
A description of the Amendment is set forth in the Company’s Definitive Proxy Statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on May 28, 2025 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On July 8, 2025, the Company held its Annual Meeting. All matters voted upon at the Annual Meeting were approved with the required votes, except the Shareholder Proposal as set forth below. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. Election of two (2) Class I Directors.
The following two Class I director nominees were elected to serve as Class I directors of the Company, with the following votes tabulated:
| For | Withheld | Broker Non-Vote | ||||||||||
| Terrance E. Mendez | 1,596,009 | 50,501 | 449,323 | |||||||||
| Francis A. Braun III | 1,546,223 | 100,287 | 449,323 | |||||||||
2. Ratification of the appointment of Macias, Gini & O’Connell, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025.
The appointment of Macias, Gini & O’Connell, LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025, was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 2,066,685 | 2,621 | 26,527 | 0 | |||||||||||
3. Amendment of the Amended and Restated - 2022 Equity Incentive Plan.
The amendment of the Plan to (i) increase the number of shares that may be issued under the Plan from 351,858 to 626,749, (ii) provide for the annual automatic increase of such reserve in order to maintain an authorized amount of 15% of the total outstanding shares, and (iii) provide for an automatic increase of such reserve in the event of a Dilution Event (as defined in the Plan) in order to maintain an authorized amount of 10% of the total outstanding shares, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,231,988 | 414,033 | 489 | 449,323 | |||||||||||
4. Proposal by concerned shareholders of the Company to evaluate the performance of the Company’s management and board of directors, to evaluate the independence of the Company’s directors, and to strengthen the Company’s corporate governance.
The Shareholder Proposal was not approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 450,985 | 1,181,295 | 14,230 | 449,323 | |||||||||||
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | |
| 10.1 | SHF Holdings, Inc. Amendment to Amended and Restated - 2022 Equity Incentive Plan | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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: July 11, 2025 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||
Exhibit 10.1
AMENDMENT
TO THE
AMENDED AND RESTATED – 2022 EQUITY INCENTIVE PLAN
WHEREAS, SHF Holdings, Inc. (the “Company”) established the Amend and Restated - 2022 Equity Incentive Plan (as amended, the “2022 Plan”) to attract, retain and provide incentives to key management employees, directors, and consultants of the Company and its Affiliates, and to align the interests of such service providers with those of the Company’s stockholders;
WHEREAS, there are currently 52,325 shares of the common stock of the Company, par value $0.0001 per share (the “Common Stock”), authorized for issuance under the 2022 Plan;
WHEREAS, the Company desires to amend the 2022 Plan to increase the amount of Common Stock authorized for issuance under the 2022 Plan such that in the event of a transaction that results in the issuance of Common Stock or convertible instruments equal to 10% or more of the total outstanding shares of Common Stock and each calendar year, the number of shares available under the plan is equal to 15% of the total outstanding shares of Common Stock as of the last day of the prior calendar year (the “Equity Incentive Plan Amendment”); and
WHEREAS, Section 15(l) of the 2022 Plan permits the Company’s Board to alter or amend the 2022 Plan or any part thereof from time to time, subject to approval by the Company’s stockholders, as applicable.
NOW THEREFORE, the 2022 Plan is hereby amended as set forth below:
1. Section 5(a) of the 2022 Plan is hereby amended in its entirety and replaced as follows:
“(a) Shares Available for Awards. The Common Stock that may be issued pursuant to Awards granted under the Plan shall be treasury shares or authorized but unissued shares of the Common Stock. The total number of shares of Common Stock that may be issued pursuant to Awards granted under the Plan shall be 626,749 Shares; provided however, total number of Common Shares that may be issued, under the Plan will automatically increase upon the occurrence of a Dilution Event and on the first trading day of each calendar year, beginning with calendar year 2026, by such number of shares of Common Stock necessary to make the total shares of Common Stock authorized under the Plan shall equal fifteen percent (15%) of the total outstanding shares of Common Stock on the last day of the prior calendar year (subject to a maximum annual increase of 50,000 shares of Common Stock). Notwithstanding the automatic annual increase set forth above, the Board may act prior to January 1st of a given year to provide that there will be no such increase in the share reserve for such year or that the increase in the share reserve for such year will be a lesser number of shares of Common Stock than would otherwise occur pursuant to the stipulated percentage.”
2. Appendix A of the 2022 Plan is hereby amended by inserting the following definition in the appropriate alphabetical order:
““Dilution Event” means a transaction resulting in the issuance of Common Stock or convertible instruments equal to 10% or more of the total outstanding shares of Common Stock.”
3. In all other respects, the provisions of the 2022 Plan shall remain in full force and effect.
4. Capitalized terms used but not otherwise defined in this Equity Incentive Plan Amendment shall have the meanings ascribed to them in the 2022 Plan.