SHF Holdings Inc. filed SEC Form 8-K: Events That Accelerate or Increase a Direct Financial Obligation, Other Events, Leadership Update
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Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 8.01 is incorporated by reference herein.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 14, 2024, the independent directors of board of directors of SHF Holdings, Inc. (the “Company”) approved a paid administrative leave of absence for Daniel Roda in his position as Chief Credit Officer of the Company pending an internal review to be conducted by an independent committee of the board of directors of the Company.
Effective as of October 15, 2024, Sundie Seefried, the Company’s Chief Executive Officer, assumed and has otherwise designated Mr. Roda’s responsibilities during his paid administrative leave of absence. Mr. Roda’s compensation remains unchanged.
Item 8.01. Other Events.
As reported on its Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 10, 2022, the Company entered into an Agreement and Plan of Merger (the “Original Agreement”) by and among the Company, SHF Merger Sub I, a Delaware corporation and a direct wholly-owned subsidiary of Company (“Merger Sub I”), SHF Merger Sub II, LLC, a Delaware limited liability company and a direct wholly-owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), Rockview Digital Solutions, Inc., a Delaware corporation, d/b/a Abaca (“Abaca”) and Dan Roda, solely in such individual’s capacity as the representative of Abaca’s stockholders (the “Stockholders’ Representative”).
As reported on its Current report on Form 8-K filed with the SEC on November 15, 2022, the Company entered into an Amendment to the Merger Agreement and Plan of Merger (the “First Amendment” and collectively with the Original Agreement, the “Merger Agreement”) to that certain Agreement and Plan of Merger, dated as of October 29, 2022, by and among the Company, the Merger Subs, Abaca, and the Stockholders’ Representative.
As reported on its Current report on Form 8-K filed with the SEC on October 27, 2023, on October 26, 2023, the Company entered into: (1) a Second Amendment to Agreement and Plan of Merger (the “Second Amendment”) with the Merger Subs, Abaca, and the Stockholders’ Representative, and (2) a Warrant Agreement with Continental Stock Transfer & Trust Company (solely as warrant agent to the Warrant Agreement). In connection with the Merger Agreement and Second Amendment, the Company was to make a payment of $3,000,000 on October 5, 2024 (the “Second Anniversary Cash Payment”) to be distributed to the persons and in the amounts pursuant to the payment schedule (the “Payment Schedule”) delivered by the Stockholders’ Representative to the Company pursuant to the terms of the Merger Agreement and Second Amendment. The Company timely paid the 2022 and 2023 payments in the amount of $3,000,000 in accordance with the terms of the Merger Agreement and Second Amendment.
To address the current Second Anniversary Cash Payment due on October 5, 2024, on October 17, 2024 the Company caused a declaratory judgment complaint to be filed in the District Court for the City and County of Denver, Colorado, captioned SHF Holdings, Inc. v. Daniel Roda, Gregory W. Ellis, and James R. Carroll, Case No. 2024CV33187 (Denver Cty. Dist. Ct.).
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: October 18, 2024 | By: | /s/ Sundie Seefried |
| Name: | Sundie Seefried | |
| Title: | Chief Executive Officer | |