false
0001854963
0001854963
2025-08-27
2025-08-27
0001854963
SHFS:ClassCommonStock0.0001ParValuePerShareMember
2025-08-27
2025-08-27
0001854963
SHFS:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember
2025-08-27
2025-08-27
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): August 27, 2025
SHF
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
| 001-40524 |
|
86-2409612 |
(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
1.01. Entry into Material Definitive Agreement.
On
August 27, 2025, SHF Holdings, Inc. (the “Company”) closed an offering of Convertible Promissory Notes (the “Notes”)
that were issued to certain accredited investors (the “Investors”) with a maturity date of August 2026, a 20% original issue discount and an aggregate principal sum of $562,500. Pursuant to the terms
of the Notes, the Company has agreed to pay all outstanding principal and interest on the maturity date.
The
conversion price of the Notes is the lesser of (i) a twenty percent (20%) discount to the average VWAP of the Company’s common
stock (the “Common Stock”) for the twenty (20) consecutive trading days ending on the trading day immediately prior to the
execution date of the Note and (ii) a twenty percent (20%) discount to the average VWAP of the Common Stock for the twenty (20) consecutive
trading days ending on the trading day immediately preceding the date of a conversion notice, subject to adjustment as provided in the
Note. The Investors may, at any time, convert all or a portion of the Notes. The Notes contain customary events of default and
become due and payable upon the occurrence thereof.
The
Notes also provide the Investors with the right to exchange the Note for securities issued by the Company in a subsequent offering of
securities by the Company. 120% of the principal and interest then outstanding on the Note shall be exchanged for the new securities
at the election of the Investors. The Company has also granted the Investors piggyback registration rights with respect to the shares
of Common Stock underlying the Notes.
The
foregoing description of the Notes is qualified in its entirety by reference to the text of the Notes. The form of the Note is attached
as Exhibit 10.1 hereto and incorporated herein by reference.
Item
2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The
disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item
3.02. Unregistered Sales of Equity Securities.
The
disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02.
The
Notes were offered and sold to the Investors in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities
Act and Regulation D under the Securities Act.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description
of Exhibit |
| |
|
|
| 10.1 |
|
Form of Convertible Promissory Note, by and between the Company and the Investors. |
| |
|
|
| 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 registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
| |
SHF HOLDINGS,
INC. |
| |
|
|
| Date:
September 2, 2025 |
By: |
/s/ Terrance
E. Mendez |
| |
|
Terrance E. Mendez |
| |
|
Chief Executive Officer |
