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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): October 20, 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
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
October 20, 2026, SHF Holdings, Inc. (the “Company”) received a letter (the “Letter”) from the listing qualifications
department staff (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company is eligible
for an additional 180 calendar days, or until April 19, 2027, to regain compliance with Nasdaq’s requirement to maintain a minimum
closing bid price of $1.00 per share for its Class A common stock, par value $0.0001 per share (the “Common Stock”), as required
by Nasdaq Listing Rule 5550(a)(2) for continued listing on Nasdaq (the “Minimum Bid Price Requirement”), following the expiration
of the previously disclosed initial 180 calendar day period granted to the Company by Nasdaq to regain compliance with the Minimum Bid
Price Requirement by October 19, 2026.
The
Staff’s determination that the Company is eligible for the additional 180 calendar day period was based on the Company meeting
the continued listing requirement for market value of publicly held shares and all other applicable requirements for initial listing
on The Nasdaq Capital Market with the exception of the Minimum Bid Price Requirement and the Company’s written notice of its intention
to cure the deficiency during the second compliance period by effecting a reverse stock split, if necessary.
If
at any time during this additional time period the closing bid price of the Common Stock is at least $1.00 per share for a minimum of
10 consecutive business days, the Staff will provide the Company with written confirmation of compliance and the matter will be closed.
If
the Company does not regain compliance with the Minimum Bid Price Requirement by April 19, 2027, the Staff will provide written notification
to the Company that its securities will be subject to delisting. At that time, the Company may appeal the Staff’s delisting determination
to a Nasdaq Hearings Panel (the “Panel”). If the Company appeals, it will be asked to provide the Panel with a plan to regain
compliance, and a timely request for a hearing would not stay the suspension of the Company’s securities from trading.
The
Company intends to actively monitor the closing bid price of the Common Stock and may, if appropriate, evaluate other available options,
including effecting a reverse stock split, to resolve the deficiency and regain compliance with the Minimum Bid Price Requirement. While
the Company is exercising diligent efforts to maintain the listing of its securities on Nasdaq, there can be no assurance that the Company
will be able to regain or maintain compliance with the Minimum Bid Price Requirement or other Nasdaq listing standards.
Item
7.01 Regulation FD Disclosure.
On
October 20, 2026, the Company issued a press release announcing its receipt of the Letter. The press release is attached as Exhibit 99.1
and is incorporated herein by reference.
The
information contained in this Item 7.01 and Exhibit 99.1 of this Current Report on Form 8-K 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 7.01 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.
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 Company’s intention to cure the bid price deficiency, including
by effecting a reverse stock split if necessary. These statements are subject to risks and uncertainties, including those described under
“Cautionary Statement Regarding Forward-Looking Statements” in Exhibit 99.1 and under “Risk Factors” in the Company’s
most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, and actual results may differ materially. The Company
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 |
|
Press Release, dated October 20, 2026 |
| 104 |
|
Cover
Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) |
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 20, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
99.1
Safe
Harbor Financial Receives Additional 180-Day Compliance Period from Nasdaq to Regain Compliance with Minimum Bid Price Requirement
Company
Remains Listed on The Nasdaq Capital Market Under Symbol SHFS
DENVER
(Oct. 20, 2026) — SHF Holdings, Inc., d/b/a Safe Harbor Financial (the “Company” or “Safe Harbor”)
(NASDAQ: SHFS), a fintech platform serving the banking, lending and financial services needs of the regulated cannabis and hemp industries,
today announced that it received written notice from The Nasdaq Stock Market LLC (“Nasdaq”) that the Company is eligible
for an additional 180-calendar-day period, or until April 19, 2027, to regain compliance with Nasdaq’s minimum bid price requirement
under Nasdaq Listing Rule 5550(a)(2).
The
Company was previously notified on April 22, 2026 that it no longer satisfied the minimum $1.00 bid price per share requirement and was
provided an initial 180-day compliance period through October 19, 2026 to regain compliance. Nasdaq granted the additional compliance
period based on the Company meeting the continued listing requirements for market value of publicly held shares and all other applicable
requirements for initial listing on The Nasdaq Capital Market, with the exception of the minimum bid price requirement. The Company also
provided written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting a reverse
stock split, if necessary.
This
notification has no immediate effect on the listing or trading of the Company’s common stock, which will continue to trade on The
Nasdaq Capital Market under the symbol “SHFS.” If the closing bid price of the Company’s shares is at least $1.00 per
share for a minimum of 10 consecutive business days at any point during the second compliance period, Nasdaq will provide written confirmation
that the Company has regained compliance and the matter will be closed.
The
Company will continue to monitor the closing bid price of its common stock and intends to evaluate all available options to regain compliance
before the April 19, 2027 deadline.
“We
are committed to meeting Nasdaq’s listing requirements and are exploring multiple strategies to regain compliance,” said
Terrance Mendez, Chief Executive Officer and Chief Financial Officer of Safe Harbor. “At the same time, the operational and financial
progress we have made over the past year is real. Our deposit base has grown to levels not seen since April 2024, as measured by the
trailing 14-day average balance, our lending business is growing, our platform is broader and the regulatory backdrop for cannabis banking
is the most favorable it has ever been.”
For
more information on the Company’s Nasdaq notification, please refer to the Company’s filings with the U.S. Securities and
Exchange Commission, 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 $36 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 of 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; the Company’s intention to cure the bid price deficiency, including
by effecting a reverse stock split if necessary; 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, including the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025 and its Quarterly Report on Form 10-Q for the quarter ended June 30,
2026. 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
