Amendment: SHF Holdings Inc. filed SEC Form 8-K: Leadership Update, Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
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EXPLANATORY NOTE
Item 1.01. Entry into a Material Definitive Agreement.
The description of the amended executive employment agreement set forth below in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On August 29, 2024, the Company entered into an amended employment agreement with Sundie Seefried, the Company’s Chief Executive Officer and a member of the Company’s board of directors. The amended agreement restructured Ms. Seefried’s compensation to better align with the Company’s revenue performance, and facilitated business continuity by further staggering executive officer contract expirations.
Original Employment Agreement
As further described in the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”), on February 11, 2022, concurrently with entering into that certain Unit Purchase Agreement by and among the Company, 5AK, LLC, SHF, LLC d/b/a Safe Harbor Financial, SHF Holding Co., LLC, and Partner Colorado Credit Union, the Company entered into an Executive Employment Agreement with Ms. Seefried, which became effective upon the closing of the business combination contemplated by the aforementioned Unit Purchase Agreement on September 28, 2022.
A summary of Ms. Seefried’s executive employment agreement can be found in Amendment No.1 to the Company’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 10, 2024. The Company’s original employment agreement with Ms. Seefried is filed as Exhibits 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Employment Agreement Amendments
The amendment to Ms. Seefried’s Executive Employment Agreement extends the term of her employment through September 28, 2025, at a reduced annual base salary of $100,000. This base salary may be supplemented through a performance bonus rewarding increases in the Company’s future core revenue from the 2023 fourth quarter. Core revenue includes income derived from the Company’s deposit, activity and onboarding services, investments, and credit services.
In addition, effective August 1, 2024, the amendment deletes and replaces Section 4(b) of Ms. Seefried’s original executive employment such that all paid time off (“PTO”) that Ms. Seefried accrued through August 1, 2024, but had not taken, shall be paid to Ms. Seefried. As a result, no PTO shall accrue or be paid out at the time of termination of employment with the Company for any reason.
The foregoing description of the amended executive employment agreement between Ms. Seefried and the Company is only a summary and is qualified in its entirety by reference to the full text of such amendments, which are filed as Exhibit 10.2, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 7.01. Regulation FD Disclosure.
On September 4, 2024, the Company issued a press release announcing the executive employment agreement amendments for Ms. Seefried and Tyler Beuerlein, the Company’s Chief Strategic Business Development Officer, and Daniel Roda, the Company’s Chief Credit Officer. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The amendments to the executive employment agreements of Mr. Beuerlein and Mr. Roda were previously disclosed in the Company’s Current Report on Form 8-K filed with SEC on August, 27, 2024.
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 | |
| 10.1 | Employment Agreement effective September 28, 2022, between the Company and Sundie Seefried | |
| 10.2 | Amendment to Employment Agreement dated August 1, 2024, between the Company and Sundie Seefried | |
| 99.1 | Press Release dated September 4, 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: September 17, 2024 | By: | /s/ Sundie Seefried |
| Chief Executive Officer | ||