Form 8-K
8-K — SHF Holdings, Inc.
Accession: 0001493152-26-024066
Filed: 2026-05-18
Period: 2026-05-18
CIK: 0001854963
SIC: 6199 (FINANCE SERVICES)
Item: Results of Operations and Financial Condition
Item: Financial Statements and Exhibits
Documents
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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): May 18,
2026
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 $230.00 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
2.02. Results of Operations and Financial Condition.
On
May 18, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing its financial results for the three months
ended March 31, 2026.
The
information contained in this Item 2.02 and Exhibit 99.1 of this Current Report shall not be deemed “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any
filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act, except as shall be expressly
set forth by specific reference in such a filing. The furnishing of the information in this Item 2.02 and Exhibit 99.1 of this Current
Report on Form 8-K is not intended to, and does not, constitute a representation that such furnishing is required by Regulation FD or
that the information contained in this Current Report on Form 8-K constitutes material investor information that is not otherwise publicly
available.
Item
9.01. Financial Statements and Exhibits.
Exhibit
No.
Description
99.1
Press Release dated May 18, 2026
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:
May 18, 2026
By:
/s/
Terrance Mendez
Terrance
Mendez
Chief
Executive Officer and Chief Financial Officer
EX-99.1
EX-99.1
Filename: ex99-1.htm · Sequence: 2
Exhibit
99.1
Safe
Harbor Financial Reports First Quarter 2026 Results and Provides Corporate Update
First
Quarter 2026 Revenue of Approximately $2.0 Million, Up 2.2% Year Over Year
Loan
Program Income Up 55.6% Year Over Year to Approximately $0.8 Million
Total
Operating Expenses Down 4.7% Year Over Year
Cash
and Cash Equivalents of $5.9 Million and Stockholders’ Equity of $6.7 Million as of March 31, 2026
DENVER,
CO (May 18, 2026): SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp
industries, today announced its financial results for the first quarter ended March 31, 2026.
“Our
first quarter results reflect meaningful progress across the core drivers of our business. Loan program income grew more than 55% year
over year, validating the economics of our restructured PCCU agreement, and total revenue was ahead of the prior year period,”
said Terrance Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. Operating expenses came down year over year,
and we ended the quarter with $5.9 million in cash and cash equivalents and $6.7 million in stockholders’ equity, compared to a
stockholders’ deficit of ($16.9) million just twelve months ago. This represents a fundamental transformation of our balance sheet,
and it gives us a durable foundation on which to execute.”
Mr.
Mendez continued, “the operational progress we made during and after the quarter reinforces the breadth of what Safe Harbor is
building. We expanded into insurance and retirement solutions, broadened our payments portfolio, and launched a full-spectrum lending
platform spanning everything from commercial real estate, working capital, equipment financing, revenue-based lending, accounts receivable
financing, bridge financing, sale-leaseback transactions, business acquisition financing, and loan syndications.
On
the regulatory front, Mr. Mendez added, “the Department of Justice’s April 23 order placing state-licensed medical cannabis
on Schedule III and the expedited DEA hearing scheduled for June 29-July 15 on rescheduling adult use cannabis represent the most consequential
federal cannabis policy developments in more than half a century. While the timing and ultimate scope of further federal action remains
uncertain, we believe the direction is clear and we believe Safe Harbor is uniquely positioned to benefit. As Section 280E relief reaches
state-licensed medical operators and as additional financial institutions evaluate whether to enter the cannabis banking market, we expect
the addressable market for our compliance platform to expand in two ways: directly, through healthier and better-capitalized cannabis
customers, and indirectly, through new financial institution partners that need the regulatory infrastructure we have spent more than
a decade building.”
“We
enter the remainder of 2026 with a stronger balance sheet, a broader platform and a more favorable regulatory backdrop than at any point
in our history,” Mr. Mendez concluded. “We have facilitated more than $35 billion in cannabis-related transactions across
41 states and territories and have successfully navigated more than 25 state and federal regulatory examinations Our ambition is to be
the financial platform that cannabis and hemp operators reach for first, and the compliance backbone that financial institutions entering
this market rely on. The remainder of 2026 is about disciplined execution against that ambition, and the foundation we now have in place
gives us a clear path to pursue it.”
Q1
2026 Operational Highlights
● Cannabis
Insurance Solutions (January 2026): Expanded client offerings through partnerships with
Frontier Risk and AlphaRoot, providing access to tailored property, liability, workers compensation
and risk management products via the Safe Harbor Advantage Partner Network.
● Payments
Portfolio Expansion (January 2026): Added Lüt and GreenCard to the payments lineup,
introducing closed-loop, ACH-debit and end-to-end payment infrastructure and extending coverage
across every major cannabis payment method.
● Second
Amended PCCU Agreement (February 2026): Extended the PCCU partnership through December
2031, increasing Safe Harbor’s share of loan interest income to up to 65% (from approximately
37%), generating an expected $9 million or more in incremental revenue over the term, reducing
asset hosting fees by approximately 23% annually and including a retroactive payment of approximately
$400,000.
● Emerging
Market Deposit Growth (March 2026): Average deposit balances in emerging US markets grew
29% year over year, adding more than 100 new customer depository accounts and bringing emerging
markets to 31% of the Company’s total average deposit balances.
Subsequent Operational
Highlights
● Safe
Harbor Retirement Plan Launch (April 2026): Leveraging our history of providing fully
transparent, cannabis friendly and compliant banking solutions, we introduced a purpose-built
fully transparent and compliant pooled employer 401(k) plan that provides state-legal cannabis
businesses with access to stable, retirement benefits and extends the Safe Harbor platform
into the employee financial lifecycle.
● Federal
Cannabis Rescheduling (April 2026): Following the Acting Attorney General’s order
moving qualifying state-licensed medical marijuana to Schedule III, Safe Harbor identified
meaningful potential benefits to its business, including improved operator cash flow from
the elimination of Section 280E tax obligations which may drive stronger deposit quality,
reduce account churn and expand total addressable market as more financial institutions explore
cannabis banking.
● Expanded
Lending Platform (April 2026): Broadened financing capabilities for cannabis-related
businesses nationwide to include commercial real estate loans, working capital and term loans,
equipment financing, revenue-based lending, accounts receivable financing, bridge financing,
sale-leaseback transactions, business acquisition financing and loan syndications, supported
by a network of private credit funds, family offices and institutional partners.
Balance
Sheet Highlights
March
31, 2026 (Unaudited)
December
31, 2025
Cash
and Cash Equivalents
$ 5,897,470
$ 6,779,040
Total
Assets
$ 15,687,691
$ 17,207,024
Total
Liabilities
$ 8,962,410
$ 8,971,116
Total
Stockholders’ Equity
$ 6,725,281
$ 8,235,908
First
Quarter 2026 Income Statement Highlights
Three
Months Ended
March
31, 2026
(Unaudited)
Three
Months Ended
March
31,2025
(Unaudited)
Total
Revenue
$ 1,975,439
$ 1,932,352
Total
Operating Expenses
$ 3,738,795
$ 3,923,847
Operating
Loss
$ (1,763,356 )
$ (1,991,495 )
Net
Loss
$ (1,779,217 )
$ (827,199 )
●
Revenue
was approximately $2.0 million in the first quarter of 2026, a 2.2% increase compared to approximately $1.9 million in the first
quarter of 2025.
●
Loan
program income was approximately $0.8 million for the first quarter of 2026, an increase of 55.6% compared to approximately $0.5
million in the first quarter of 2025. The growth reflects the benefit of the Second Amended Commercial Alliance Agreement with PCCU,
effective October 1, 2025, which increased the Company’s share of loan program income to 65% from approximately 37% under the
prior agreement.
●
Account
fee income was approximately $0.9 million for the first quarter of 2026, a decrease of 19.0% compared to approximately $1.1 million
the first quarter of 2025, primarily due to an increase in the popularity of our money market account offering and lower fees earned
on merchant service partners.
●
Investment
income was $0.2 million for the first quarter of 2026, compared to $0.3 million for the first quarter of 2025, a decrease of $0.05
million, or 17.8%. The net average daily investable deposit base grew to $45.0 million from $34.5 million between those periods,
offset by a decline in the interest on reserve balance (IORB) rate from 4.40% to 3.65%.
●
Operating
expenses for the first quarter of 2026 decreased by 4.7% to approximately $3.7 million, compared to $3.9 million in the first quarter
of 2025. The decrease in operating expenses is attributable to a broad array of cost-cutting measures, driven primarily by lower
professional service fees, lower compensation rates, lower non-cash stock-based compensation costs, and a credit benefit of $0.3
million as risk ratings improved on certain loans. Offsetting these were increases in operating expenses attributable to what we
believe will be one-time increases in professional fees tied to incremental audit and marketing services, legal costs related to
shareholder litigation and various SEC filings, and enhanced investments made in marketing, people and systems in line with our business
strategy. In addition, we approved targeted increases in employee compensation, issued performance-based bonuses, and continue to
accrue for executive deferred compensation.
●
Net
loss was approximately ($1.8) million for the first quarter of 2026, compared to a net loss of approximately ($0.8) million for the
first quarter of 2025. In the first quarter of 2025, the Company recognized a non-cash benefit of $1.1 million related to the change
in the fair value of warrant liabilities, compared to a non-cash change in the fair value warrant of liabilities of $0.02 million
for the first quarter of 2026.
For
more information on the Company’s quarter ended March 31, 2026 financial results, please refer to our Form 10-Q filed with the
U.S. Securities & Exchange Commission (the “SEC”) and accessible at www.sec.gov.
About
Safe Harbor:
Safe
Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services tailored to how
the cannabis industry actually operates. As one of the original pioneers of compliant financial operations support and cannabis banking
consulting in the U.S., Safe Harbor has assisted in the processing of more than $35 billion in cannabis-related depository funds across
41 states and territories. Through its proprietary Cannabis Banking Solutions™ Platform and network of regulated financial institution
partners, Safe Harbor empowers cannabis operators to gain clarity, control and confidence in their financial operations. From daily banking
to long-term growth, Safe Harbor provides real solutions and personal support — built exclusively for cannabis. Safe Harbor is
a financial technology company, not a bank. Banking services are provided by our partner financial institutions. For more information,
visit shfinancial.org.
Cautionary
Statement Regarding Forward-Looking Statements:
Certain
information contained in this press release may contain “forward-looking statements” within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements other than statements of historical facts included herein may constitute forward-looking statements
and are not guarantees of future performance or results and involve a number of risks and uncertainties. Forward-looking statements may
include, but are not limited to, statements with respect to trends in the cannabis industry, including proposed changes in U.S. and state
laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s
market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical
performance; success or viability of new product and service offerings Safe Harbor may introduce in the future; the impact volatility
in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings
that have been or may be brought by or against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs,
intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations
of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“outlook,” “may,” “might,” “plan,” “possible,” “potential,” “predict,”
“project,” “should,” “would,” and similar expressions may identify forward-looking statements, but
the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements are predictions, projections
and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to risks
and uncertainties. Actual results may differ materially from those in the forward-looking statements as a result of a number of factors,
including those described from time to time in Safe Harbor’s filings with the U.S. Securities and Exchange Commission. Safe Harbor
undertakes no duty to update any forward-looking statement made herein. All forward-looking statements speak only as of the date of this
press release.
Safe
Harbor Investor Relations Contact:
ir@SHFinancial.org
Safe
Harbor Media Relations Contact:
safeharbor@kcsa.com
SHF
Holdings, Inc.
CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
For
the Three Months Ended
March
31,
2026
2025
Revenue
$ 1,975,439
$ 1,932,352
Operating
Expenses
Compensation
and employee benefits
1,660,658
1,372,481
General
and administrative expenses
1,068,400
990,826
Professional
services
1,145,809
1,499,534
Rent
expense
51,432
61,006
Amortization
of contract asset
129,072
-
Credit
benefit
(316,576 )
-
Total
operating expenses
3,738,795
3,923,847
Operating
loss
(1,763,356 )
(1,991,495 )
Other
income expenses
Change
in the fair value of deferred consideration
-
161,000
Loss
on ELOC share settlements
(27,880 )
-
Interest
expense
(4,580 )
(112,786 )
Change
in fair value of warrant liabilities
16,599
1,116,082
Total
other income expenses
(15,861 )
1,164,296
Net
loss
(1,779,217 )
(827,199 )
Deemed
dividend on Series B Preferred Stock redemption
(87,612 )
-
Net
loss attributable to common stockholders
$ (1,866,829 )
$ (827,199 )
Weighted
average shares outstanding, basic and diluted
4,353,099
2,786,538
Basic
and diluted net loss per share
$ (0.43 )
$ (0.30 )
SHF
Holdings, Inc.
CONDENSED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
March
31,
2026
December
31,
2025
ASSETS
Current
Assets:
Cash
and cash equivalents
$ 5,897,470
$ 6,779,040
Accounts
receivable – trade
30,267
31,376
Accounts
receivable – related party
724,900
1,009,483
Prepaid
expenses
787,189
862,400
Contract
asset
516,283
516,283
Investment
in preferred securities
1,424,983
-
Other
current assets
3,000,000
3,000,000
Total
Current Assets
12,381,092
12,198,582
Operating
lease right to use asset
508,101
547,186
Investment
in preferred securities
-
1,450,000
Prepaid
expenses
330,386
414,329
Contract
asset
2,452,345
2,581,417
Other
assets
15,767
15,510
Total
Assets
$ 15,687,691
$ 17,207,024
LIABILITIES
AND STOCKHOLDERS’ EQUITY
Current
Liabilities:
Accounts
payable
$ 873,652
$ 189,828
Accounts
payable-related party
161,751
171,365
Accrued
expenses
1,072,132
1,310,463
Deferred
revenue
15,518
15,415
Operating
lease liability
185,899
181,963
Deferred
consideration
3,000,000
3,000,000
Stand-ready
guarantee liability
709,667
711,667
Financial
indemnification liability
414,868
433,968
Other
current liabilities
417,384
485,055
Total
Current Liabilities
6,850,871
6,499,724
Warrant
liabilities
23,021
39,620
Stand-ready
guarantee liability
1,064,499
1,245,416
Financial
indemnification liability
543,245
657,804
Operating
lease liability
480,774
528,552
Total
Liabilities
8,962,410
8,971,116
Commitment
and Contingencies (Note 15)
Stockholders’
Equity
Convertible
preferred stock, $.0001 par value, 1,250,000 shares authorized, 111 shares issued and outstanding on March 31, 2026, and December
31, 2025, respectively
-
-
Series B Convertible
Preferred Stock, 35,000 authorized, shares, par value $.0001, 30,808 shares issued and outstanding as of March 31, 2026 and December
31, 2025
3
3
Class
A Common Stock, $.0001 par value, 1,000,000,000 and 130,000,000 shares authorized, 4,505,485 and 4,281,523 issued and outstanding
on March 31, 2026, and December 31, 2025, respectively
451
428
Additional
paid-in capital
131,420,587
131,152,020
Accumulated
deficit
(124,695,760 )
(122,916,543 )
Total
Stockholders’ Equity
$ 6,725,281
$ 8,235,908
Total
Liabilities and Stockholders’ Equity
$ 15,687,691
$ 17,207,024
SHF
Holdings, Inc.
CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For
The Three Months Ended
March
31,
2026
2025
CASH
FLOWS FROM OPERATING ACTIVITIES:
Net
loss
$ (1,779,217 )
$ (827,199 )
Adjustments
to reconcile net loss to net cash used in operating activities:
Depreciation
and amortization expense
-
1,441
Amortization
of contract asset
129,072
-
Stock
compensation expense
58,908
750,027
Loss
on ELOC share settlements
27,880
-
Amortization
of share-based consulting services
52,750
-
Amortization
of marketing costs settled with common stock
-
50,000
Lease
expense
(4,757 )
892
Credit
benefit
(316,576 )
-
Change
in the fair value of deferred consideration
-
(161,000 )
Change
in fair value of warrant liabilities
(16,599 )
(1,116,082 )
Changes
in operating assets and liabilities:
Accounts
receivable – trade
1,109
43,813
Accounts
receivable – related party
284,583
333,947
Prepaid
expenses
158,897
101,005
Accrued
interest receivable
-
13,418
Other
current liabilities
(110,689 )
17,016
Accounts
payable
683,824
126,924
Accounts
payable – related party
(9,614 )
82,220
Accrued
expenses
(238,331 )
(535,902 )
Contract
liabilities
103
(19,230 )
Other
assets
-
(236 )
Net
cash used in operating activities
(1,078,657 )
(1,140,730 )
CASH
FLOWS FROM INVESTING ACTIVITIES:
Net
proceeds from loan repayment
-
3,245
Proceeds
from redemption of investment
25,017
-
Net
cash provided by investing activities
25,017
3,245
CASH
FLOWS FROM FINANCING ACTIVITIES:
Repayment
of senior secured promissory note
-
(255,765 )
Proceeds
from the sale of Class A Common Stock
172,070
-
Net
cash provided by (used in) financing activities
172,070
(255,765 )
Net
decrease in cash and cash equivalents
(881,570 )
(1,393,250 )
Cash
and cash equivalents – beginning of period
6,779,040
2,324,647
Cash
and cash equivalents – end of period
$ 5,897,470
$ 931,397
Supplemental
Disclosure of Non-Cash Investing and Financing Activities
Reclassification
of forward purchase receivable
$ -
$ 4,584,221
Accrued
redemption payable to Series B holders
43,018
-
Supplemental
Disclosure of Cash Flows Information
Interest
paid
$ 4,580
$ 113,561
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Title of 12(b) Security
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Code for the postal or zip code
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Name of the state or province.
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A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
-Subsection b-2
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- Definition
Indicate if registrant meets the emerging growth company criteria.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.
+ References
Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 7A
-Section B
-Subsection 2
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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.
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No definition available.
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- Definition
Two-character EDGAR code representing the state or country of incorporation.
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No definition available.
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- Definition
The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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Local phone number for entity.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
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Title of a 12(b) registered security.
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-Publisher SEC
-Name Exchange Act
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Name of the Exchange on which a security is registered.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.
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Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
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Trading symbol of an instrument as listed on an exchange.
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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.
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