UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||