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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): November 5, 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
1.01. Entry into a Material Definitive Agreement.
As
previously disclosed, on September 30, 2025, SHF Holdings, Inc. (the “Company”) entered into a Securities Purchase Agreement
(the “Purchase Agreement”) with the investors party thereto (the “Buyers”) pursuant to which, subject to the
terms and conditions set forth therein, the Company agreed to issue and sell to the Buyers an aggregate of 31,052 shares of the Company’s
Series B Convertible Preferred Stock, $0.0001 par value per share (the “Series B Preferred Stock”), and related warrants.
In connection with the execution of the Purchase Agreement, the Company entered into a Registration Rights Agreement on September 30,
2025 with each Buyer (the “Registration Rights Agreement”).
As
previously disclosed, on October 22, 2026, the conversion price of the Series B Preferred Stock was reduced to $0.1210 per share (the
“Conversion Price Adjustment”) pursuant to the stock combination adjustment provision of the Certificate of Designations
of Rights and Preferences of the Series B Preferred Stock (the “Certificate of Designations”). As a result of the Conversion
Price Adjustment, the Company became obligated to file a registration statement (the “Additional Registration Statement”)
with the Securities and Exchange Commission (the “SEC”) to register for resale additional shares of its Class A common stock,
par value $0.0001 per share (the “Common Stock”), under the terms of the Registration Rights Agreement on or before November
6, 2026 (the “Filing Deadline”).
On
November 6, 2026, the Company and CREO Investments LLC, in its capacity as the Required Holder (as defined in the Purchase Agreement),
entered into a Required Holder Waiver (the “Waiver”), pursuant to which the Required Holder agreed to waive, in part, (i)
Section 2(d) of the Registration Rights Agreement, solely with respect to the Additional Registration Statement, such that the Filing
Deadline was extended to November 13, 2026 and the Effectiveness Deadline (as defined in the Registration Rights Agreement) was extended
to February 11, 2027 (or March 13, 2027 if the Additional Registration Statement is subject to a full review by the SEC), and (ii) Section
2(e) of the Registration Rights Agreement, solely with respect to the Company’s failure to file the Additional Registration Statement
by November 6, 2026. Pursuant to the Waiver, no Filing Failure, Effectiveness Failure or Maintenance Failure (each as defined in the
Registration Rights Agreement) is deemed to have occurred with respect to the Company’s failure to file the Additional Registration
Statement by the Filing Deadline, and no Registration Delay Payments (as defined in the Registration Rights Agreement) have accrued with
respect thereto. The Company intends to file the Additional Registration Statement on or before November 13, 2026, and the Company will
use its good faith, commercially reasonable efforts to cause the Additional Registration Statement to be declared effective by the SEC
as soon as practicable after the Additional Registration Statement is filed.
The
foregoing summaries of the Certificate of Designations, the Purchase Agreement, and the Registration Rights Agreement do not purport
to be complete and are qualified in their entirety by reference to the full text of the Certificate of Designations, the Purchase Agreement,
and the Registration Rights Agreement, copies of which are attached as Exhibits 3.1, 10.1 and 10.2, respectively, to the Company’s
Current Report on Form 8-K, filed with the SEC on October 3, 2025.
Item
3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on October 20, 2026, the Company received a letter from the listing qualifications department staff (the “Staff”)
of The Nasdaq Stock Market LLC (“Nasdaq”) stating that the Company was 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
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 reported initial 180 calendar day period granted to the Company by Nasdaq to regain compliance
with the Minimum Bid Price Requirement by October 19, 2026.
On
November 11, 2026, the Company received a letter (the “November Letter”) from the Staff notifying the Company that its Common
Stock had a closing bid price of $0.10 or less for ten consecutive trading days from October 28, 2026 to November 10, 2026 and that,
therefore, the Company is subject to the provisions of Nasdaq Listing Rule 5810(c)(3)(A)(iii). As a result, the November Letter indicated
that the Staff has determined to delist the Company’s Common Stock and warrants from Nasdaq. The November Letter also noted that
the Company’s warrants are subject to delisting pursuant to Nasdaq Listing Rule 5560(a), which requires the underlying security
to be listed in order for the warrants to remain listed on Nasdaq. Accordingly, the Company’s securities will be delisted from
Nasdaq, trading of the Company’s securities will be suspended at the opening of business on November 18, 2026 and a Form 25-NSE
will be filed by Nasdaq with the SEC, which will remove the Company’s securities from listing and registration on Nasdaq.
The
Company may request a hearing before the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination. However,
there can be no assurance that the Company would be successful in any appeal or that it will be able to regain compliance with Nasdaq’s
listing requirements within the timeframe that may be provided by the Panel, or at all. Pursuant to Nasdaq Listing Rule 5815(a)(1)(B)(ii)(d),
a timely request for a hearing will not stay the trading suspension of the Company’s securities.
The
Company is considering all available options, including requesting a hearing before the Panel and presenting a plan to regain compliance
with the Minimum Bid Price Requirement that includes a commitment to effect a reverse stock split, if necessary. Following the suspension
of trading on Nasdaq, the Company’s securities may be quoted on an over-the-counter market; however, there can be no assurance
that any such quotation will be available or that an active trading market for the Company’s securities will develop or be sustained.
Notwithstanding
the delisting of the Company’s securities from Nasdaq, it remains the intention of the Company to complete its previously announced
proposed business combination (the “Proposed Transaction”) with Opifex Media Inc. (“Opifex”).
Item
3.02. Unregistered Sales of Equity Securities.
As
previously disclosed, on September 30, 2025 the Company entered into the Purchase Agreement with the Buyers, pursuant to which, among
other things, the Company issued shares of Series B Preferred Stock. On October 30, 2026, the Company disclosed that it had 85,512,985
shares of Common Stock issued and outstanding as of October 30, 2026.
On
November 5, 2026, as a result of the issuances described below, the aggregate number of shares of Common Stock, issued to holders of
the Series B Preferred Stock in unregistered transactions since October 30, 2026 exceeded five percent (5%) of the total number of shares
of Common Stock issued and outstanding as of October 30, 2026. From October 30, 2026 through November 11, 2026, the Company issued a
total of 63,247,931 shares of Common Stock upon the conversion of an aggregate of 7,730 shares of Series B Preferred Stock in accordance
with the terms of the Certificate of Designations. The shares of Common Stock were issued at a conversion price of $0.1210 per share.
The Company received no additional consideration in connection with such conversions. As of November 11, 2026, the Company had 148,760,916
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 the Company’s Current Report on
Form 8-K filed with the Securities and Exchange Commission on October 3, 2025, and is incorporated herein by reference.
Cautionary
Note Regarding Forward-Looking Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995, including statements regarding the filing and effectiveness of the Additional Registration Statement, the delisting of the Company’s
securities from Nasdaq, any hearing before the Panel, the quotation of the Company’s securities on an over-the-counter market,
[the Proposed Transaction] and 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 “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
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposals to be submitted to the Company’s stockholders
at a meeting of stockholders seeking approval of certain matters in connection with the Proposed Transaction. In connection with the
proposals, the Company may file with the SEC a registration statement on Form S-4 (the “S-4 Registration Statement”), which
will include a proxy statement of the Company and a prospectus (the “Proxy Statement/Prospectus”). After the S-4 Registration
Statement is declared effective, the Company will mail the definitive Proxy Statement/Prospectus to its stockholders. INVESTORS AND SECURITY
HOLDERS OF THE COMPANY ARE URGED TO READ THE S-4 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 THE COMPANY, OPIFEX, THE PROPOSED TRANSACTION AND THE PROPOSALS. Investors and security holders
may obtain free copies of the S-4 Registration Statement, the Proxy Statement/Prospectus and other documents that the Company files with
the SEC, when available, at the SEC’s website (www.sec.gov) or from the Company by accessing information included on the Company’s
website (ir.shfinancial.org), which is not incorporated by reference herein.
Participants
in the Solicitation
The
Company, Opifex and their respective directors and certain of their respective executive officers may be deemed participants in the solicitation
of proxies from the Company’s stockholders in connection with the Proposed Transaction. Information about the Company’s directors
and executive officers, including their ownership of the Company’s securities, appears in the Company’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.
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: November 12, 2026 |
By: |
/s/ Terrance
Mendez |
| |
|
Terrance Mendez |
| |
|
Chief Executive Officer and Chief Financial Officer |
