SHF Holdings, Inc 8-K, filed Nov 3, 2022
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on November 3, 2022, reporting on events of October 31, 2022.
Items reported
- Item 3.02: Unregistered sale of equity
UNITED STATES
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CURRENT REPORT
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Item 3.02 Unregistered Sale of Equity Securities.
As previously reported, on October 31, 2022, SHF Holdings, Inc., a Delaware corporation (the “Parent” or “SHF”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Parent, SHF Merger Sub I, a Delaware corporation and a direct wholly-owned subsidiary of Parent, SHF Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of Parent, Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (the “Company”), and Dan Roda, solely in such individual’s capacity as the representative of the Company Security Holders.
The Merger Agreement provides that the Parent will acquire the Company in exchange for (a) cash consideration in an amount equal to (i) $9,000,000 ($3,000,000 is payable at Closing, with an additional $3,000,000 payable at each of the one-year and two-year anniversaries of the Closing); and (b) $21,000,000 of validly issued, fully paid and non-assessable shares of the Parent’s common stock, $0.0001 par value per share, payable in two installments of $8,400,000, the number of shares to be calculated by dividing the installment amount by the volume weighted average price per share of Parent Common Stock as reported on the NASDAQ for the ten consecutive trading days ending on the trading day immediately preceding the Closing Date, (as adjusted as appropriate to reflect any stock splits, stock dividends, combinations, reorganizations, reclassifications, or similar events) less certain transaction expenses as described in the Merger Agreement at Closing and $11,600,000, calculated by dividing the installment amount by the volume weighted average price per share of Parent Common Stock as reported on the NASDAQ for the ten consecutive trading days ending on the trading day immediately preceding the first anniversary of the closing date, at the one-year anniversary of the Closing. The issuance of the shares offered as consideration was exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on an exemption provided by Rule 506(b) of Regulation D of the Securities Act, as a transaction by an issuer not involving a public offering.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SHF HOLDINGS, INC. | ||
| Date: | November 3, 2022 | |
| By: | /s/ Donnie Emmi | |
| Name: | Donnie Emmi | |
| Title: | Chief Legal Officer | |