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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 2024
SHF Holdings, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
| 001-40524 | 90-2409612 | |
|
(Commission File Number) |
(IRS Employer Identification No.) |
1526 Cole Blvd., Suite 250
Golden, Colorado 80401
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (303) 431-3435
(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 | ||
| Class A Common Stock, $0.0001 par value per share | SHFS | The Nasdaq Stock Market LLC | ||
| Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 per share | SHFSW | The Nasdaq Stock Market LLC |
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 5.02. | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
John Darwin Resignation
On April 9, 2024, John Darwin provided notice of his intention to resign as a member of the board of directors (the “Board”) of SHF Holdings, Inc. (the “Company”). On April 10, 2024, the Board accepted John Darwin’s resignation from his position as a member of the Board. Mr. Darwin’s resignation was not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Sundie Seefried Appointment
In order to fill the vacancy on the Board created by Mr. Darwin’s resignation, on April 14, 2024, the Board appointed the Company’s Chief Executive Officer, Sundie Seefried as a member of the Board.
Ms. Seefried will serve as a Class III director with a term expiring at the Company’s upcoming 2024 Annual Meeting of Shareholders, which is tentatively scheduled to be held virtually on June 11, 2024. Pursuant to the September 28, 2022 employment agreement with the Company, Ms. Seefried will not receive additional compensation for her role as a director while also serving in the role of Chief Executive Officer of the Company.
Ms. Seefried, age 62, has served as the Chief Executive Officer of the Company since September 2022. In such position, she has played a key role in the development of the Company, as well as the commercialization of the Company’s offerings from inception. Additional biographical information regarding Ms. Seefried can be found in the Company’s Proxy Statement on Schedule 14A, filed with the United States Securities and Exchange Commission on April 28, 2023, and such information is incorporated herein by reference.
| Item 7.01. | Regulation FD Disclosure. |
On April 15, 2024, the Company issued a press release announcing Mr. Darwin’s resignation and Ms. Seefried’s appointment as a Class III director. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information presented herein under Item 7.01 and set forth in the attached press release included as Exhibit 99.1 to this report is deemed to be “furnished” solely pursuant to item 7.01 of this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information or the exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. | Financial Statements and Exhibits. |
| Exhibit No. | Description of Exhibit | |
| 99.1 | Press Release dated April 15, 2024 | |
| 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: April 15, 2024 | By: | /s/ Donnie Emmi |
| Chief Legal Officer | ||
Exhibit 99.1
Safe Harbor Financial Announces Appointment of CEO, Sundie Seefried to Board of Directors
Board Member, John Darwin, to step down to pursue other opportunities
GOLDEN, Colo., April 15, 2024 — SHF Holdings, Inc., d/b/a/ Safe Harbor Financial (“Safe Harbor” or the “Company”) (NASDAQ: SHFS), a leader in facilitating financial services and credit facilities to the regulated cannabis industry, announced today that its Board of Directors (the “Board”) has appointed its Chief Executive Officer, Sundie Seefried, as a member of the Board. Ms. Seefried was appointed in order to fill the vacancy created by John Darwin’s resignation as a member of the Board. Mr. Darwin’s resignation was not in connection with any known disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.
Mr. Fred Niehaus, Chairman of the Board, stated, “It was a natural fit for Sundie to be appointed to fill a vacancy on the Board, given her extensive expertise of cannabis finance and ongoing success in creating a pathway for compliant banking and financial services for cannabis-related businesses. As a 39-year financial industry veteran and former CEO of Partner Colorado Credit Union, Sundie has made it her mission to normalize banking for cannabis-related business by leveraging her experience and broad industry leadership. We look forward to having Sundie’s knowledge and industry perspective on the Board as we continue to expand Safe Harbor’s footprint as the leading financial services provider for companies operating in the cannabis industry.”
“On behalf of the Board and the entire Safe Harbor team, I would also like to thank John Darwin for his unwavering support and contributions to Safe Harbor over the past 3 years. He has played an integral role in Safe Harbor’s evolution into becoming a key financial partner for businesses operating in the cannabis industry. We wish him well on his future endeavors,” concluded Mr. Niehaus.
Effective upon Ms. Seefried’s appointment to the Board to fill the vacancy created by Mr. Darwin’s resignation, the size of the Company’s Board of Directors remains at seven members.
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 eight years, Safe Harbor has facilitated more than $21 billion in deposit transactions for businesses with operations spanning over 41 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 federal 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 and loan performance; 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; Safe Harbor’s ability to make the same or similar loans in the future; 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 SEC. 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, 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. These and other risks are discussed in detail in the periodic reports that Safe Harbor files with the SEC, and investors are urged to review those periodic reports and Safe Harbor’s other filings with the SEC, which are accessible on the SEC’s website at www.sec.gov, before making an investment decision. Safe Harbor assumes no obligation to update its forward-looking statements except as required by law.
Contact Information
Safe Harbor Media
Nick Callaio, Marketing Manager
720.951.0619
Nick@SHFinancial.org
Safe Harbor Investor Relations
ir@SHFinancial.org
KCSA Strategic Communications
Phil
Carlson
safeharbor@kcsa.com