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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): September 29, 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
3.03 Material Modifications to Rights of Security Holders.
To
the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
September 29, 2026, SHF Holdings, Inc. (the “Company”or “Safe Harbor”) filed a Certificate of Amendment
(the “Certificate of Amendment”) to the Company’s Second Amended and Restated Certificate of Incorporation (as amended,
the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware. The Certificate of Amendment effected
a reverse stock split of the Company’s common stock at a ratio of 1-for-12, which was previously approved by the Company’s
stockholders on November 6, 2025 and by the Board of Directors of the Company on September 16, 2026. The Certificate of Amendment became
effective at 12:01 a.m., Eastern Time, on September 30, 2026.
The
Company’s common stock will continue to trade on the Nasdaq Stock Market LLC under the existing ticker symbol “SHFS.”
The new CUSIP number for the Company’s common stock is 824430 409. A copy of the Certificate of Amendment is attached hereto as
Exhibit 3.1 and is incorporated by reference herein.
Cautionary
Statement Regarding Forward-Looking Statements:
Certain
information contained in this Current Report on Form 8-K 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 the Certificate of Amendment and our continued listing on
the Nasdaq Stock Market LLC. 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 Current Report
on Form 8-K.
Item
9.01 Financial Statements and Exhibits
(d)
Exhibits.
| Exhibit
Number |
|
Description |
| 3.1 |
|
Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of SHF Holdings, Inc. |
| 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:
September 30, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
