SHF Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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Item 1.01. Entry into Material Definitive Agreement.
As previously disclosed, SHF Holdings, Inc. (the “Company”) entered that certain Securities Purchase Agreement, dated September 30, 2025 (the “Agreement”), by and among the Company and the investors listed on the Schedule of Buyers attached thereto (each, a “Buyer”). The Agreement was previously filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 3, 2025.
On October 14, 2025, the Company and each Buyer entered into an Amendment No. 1 to Securities Purchase Agreement (each, an “Amendment”), pursuant to which, among other things, each Buyer agreed to amend and restate its Warrant (as defined in the Agreement), effective as of September 30, 2025. In accordance with each Amendment, each Buyer was issued an amended and restated Warrant (each, an “A&R Warrant”), amending the initial exercisability date of such Warrant from six months and one day after the Issuance Date (as defined in the Warrant) to six months and one day after the Applicable Date (as defined in the Warrant). No other terms of the Warrants were modified.
The foregoing description of the Amendments and the A&R Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference, and the full text of the form of A&R Warrant, a copy of which is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Form of Amendment to Securities Purchase Agreement, dated October 14, 2025, by and between SHF Holdings, Inc. and the investor identified therein. | |
| 10.2 | Form of Amended and Restated Warrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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: October 17, 2025 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||