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): October 22, 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 $2,760.00 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
3.02 Unregistered Sales of Equity Securities.
As
previously disclosed, on September 30, 2025 SHF Holdings, Inc. (“SHF”) entered into a Securities Purchase Agreement with
the investors party thereto, pursuant to which, among other things, SHF issued to such investors shares of SHF’s Series B Convertible
Preferred Stock, par value $0.0001 per share (the “Series B Preferred Stock”).
On
October 22, 2026, as a result of the issuances described in the following sentence, the aggregate number of shares of Class A common
stock, par value $0.0001 per share (“Common Stock”), issued to holders of the Series B Preferred Stock in unregistered
transactions from July 1, 2026 through October 23, 2026 (the “Issuance Period”) exceeded five percent (5%) of the total
number of shares of Common Stock issued and outstanding as of June 30, 2026. During the Issuance Period, SHF issued a total of
23,914,988 shares of Common Stock upon the conversion of an aggregate of 6,545 shares of Series B Preferred Stock in accordance with
the terms of the Certificate of Designation of Preferences, Rights and Limitations of the Series B Preferred Stock (the
“Certificate of Designation”). The shares of Common Stock were issued at an average conversion price of $0.2737, ranging
from $0.1210 and $1.4053 per share, reflecting adjustments to the conversion price pursuant to the terms of the
Certificate of Designation as a result of SHF’s recent reverse stock split. The conversion price of the Series B Preferred Stock is currently set at
$0.1210 pursuant to the terms of the Certificate of Designation. SHF received no additional consideration in
connection with such conversions. As of October 23, 2026, SHF had 24,942,735 shares of Common Stock issued and
outstanding.
The
issuances of Common Stock described in this Item 3.02 were exempt from the registration requirements of the Securities Act of 1933, as
amended (the “Securities Act”) in reliance on Section 3(a)(9) of the Securities Act. No commission or other remuneration
was paid or given, directly or indirectly, for soliciting the exchanges.
The
foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference
to the full text of the Certificate of Designation, a copy of which was filed as Exhibit 3.1 to SHF’s Current Report on Form 8-K
filed with the Securities and Exchange Commission (the “SEC”) on October 3, 2025, and is incorporated herein by reference.
Item
8.01 Other Events.
On
October 26, 2026, SHF and Opifex Media Inc. (“Opifex”) issued a joint press release announcing that they had entered into
a non-binding term sheet related to a potential business combination (the “Proposed Transaction”) between SHF and Opifex,
a media holding company focused on the creator economy. A copy of the press release is attached as Exhibit 99.1 to this Current Report
on Form 8-K and is incorporated herein by reference.
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposals to be submitted to SHF’s stockholders
at a meeting of stockholders seeking approval of certain matters in connection with the Proposed Transaction (the “Stockholder
Meeting”). In connection with the proposals, SHF may file with the SEC a registration statement on Form S-4 (the “Registration
Statement”), which will include a proxy statement of SHF and a prospectus (the “Proxy Statement/Prospectus”). After
the Registration Statement is declared effective, SHF will mail the definitive Proxy Statement/Prospectus to its stockholders. INVESTORS
AND SECURITY HOLDERS OF SHF ARE URGED TO READ THE REGISTRATION STATEMENT, THE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS
FILED WITH THE SEC, AND ANY AMENDMENTS OR SUPPLEMENTS THERETO, CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE, BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT SHF, OPIFEX, THE PROPOSED TRANSACTION AND THE PROPOSALS. Investors and security holders may
obtain free copies of the Registration Statement, the Proxy Statement/Prospectus and other documents that SHF files with the SEC, when
available, at the SEC’s website (www.sec.gov) or from SHF by accessing information included on SHF’s website (ir.shfinancial.org),
which is not incorporated by reference herein.
Participants
in the Solicitation
SHF,
Opifex and their respective directors and certain of their respective executive officers may be deemed participants in the solicitation
of proxies from SHF’s stockholders in connection with the Proposed Transaction. Information about SHF’s directors and executive
officers, including their ownership of SHF securities, appears in SHF’s proxy statement for its 2026 annual meeting of stockholders,
filed with the SEC on May 8, 2026 (under the captions “Security Ownership of Certain Beneficial Owners and Management” and
“Compensation Discussion and Analysis”), and in its Annual Report on Form 10-K filed with the SEC on April 15, 2026. Changes
in their holdings since those dates have been or will be reflected in Forms 3, 4, or 5 filed with the SEC. Information about Opifex’s
directors and executive officers, and additional information about all participants and a description of their direct and indirect interests,
by security holdings or otherwise, will be included in the Proxy Statement/Prospectus and other relevant materials filed with the SEC
when they become available. These documents can be obtained free of charge as described above.
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote
or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful
prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except
by means of a prospectus meeting the requirements of Section 10 of the Securities Act.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K, including Exhibit 99.1, contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, including statements regarding the Proposed Transaction and the Stockholder Meeting. These statements
are subject to risks and uncertainties, including, without limitation: the occurrence of any event, change or other circumstances that
could give rise to the termination of the term sheet or prevent the execution of any definitive agreements with respect to the Proposed
Transaction; the inability to complete the Proposed Transaction due to the failure to obtain the required stockholder approvals or any
other required agreements, approvals or consents, including the consent of the holders of the Series B Preferred Stock required under
the Series B transaction documents; the inability to obtain the required financing to complete the Proposed Transaction or to satisfy
other conditions to closing; changes to the proposed structure of the Proposed Transaction that may be required or appropriate as a result
of applicable laws or regulations or as a condition to obtaining any required approval of the Proposed Transaction; the ability of the
combined company to meet stock exchange listing standards; the inability to achieve the anticipated benefits of the Proposed Transaction;
SHF’s ability to regain compliance with the Nasdaq minimum bid price requirement by April 19, 2027; dilution to SHF’s existing
stockholders; Opifex’s ability to complete its pending acquisitions and deliver audited financial statements; and those risks described
under “Cautionary Statement Regarding Forward-Looking Statements” in Exhibit 99.1 and under “Risk Factors” in
SHF’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and actual results may differ materially.
SHF undertakes no obligation to update any forward-looking statement except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 99.1 |
|
Joint Press Release of SHF Holdings, Inc. and Opifex Media Inc., dated October 26, 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:
October 26, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
