SHFS wins approvals for 1B shares, SPA issuances, and split authority

Rhea-AI Filing Summary

SHF Holdings (SHFS) reported the results of its Special Meeting. Stockholders approved an amendment to increase authorized common shares from 130,000,000 to 1,000,000,000, effective upon approval and filed in Delaware. They also approved issuing common stock upon the conversion of 31,052 shares of Series B Convertible Preferred Stock at a conversion price of $7.7644 and upon the exercise of warrants at $7.7644 for up to 1,999,543 shares (the SPA Issuance Proposal).

Stockholders approved issuing certain shares to CREO Investments LLC under a Common Stock Purchase Agreement, and approved management and a director participation in certain equity offerings pursuant to Nasdaq Listing Rule 5635(c). They also authorized the Board to implement a reverse stock split at a ratio between 2-for-1 and 12-for-1, with the exact ratio to be set by the Board. All proposals received the required votes.

Insights

Corporate actions analyst

Shareholders approved larger share authorization and reverse split authority.

SHF Holdings obtained approvals that expand capital structure flexibility. Authorized common shares rose to 1,000,000,000, and the Board now has authority to enact a reverse split between 2-for-1 and 12-for-1. These actions can support future equity-related transactions if pursued.

The SPA Issuance Proposal covers issuances tied to converting 31,052 Series B preferred at $7.7644 and exercising warrants at $7.7644 for up to 1,999,543 shares. Stockholders also approved potential issuances to CREO Investments LLC and participation by management/director under Nasdaq Rule 5635(c).

Actual impact depends on Board decisions and holder actions. Subsequent company disclosures would detail any implemented reverse split ratio or equity issuances.

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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 6, 2025

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 $11.50 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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 6, 2025, at the Special Meeting (as defined below), the stockholders of SHF Holdings, Inc. (the “Company”) approved an amendment (the “Authorized Shares Amendment”) to the Company’s Certificate of Incorporation (as amended and/or restated to date, the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 130,000,000 to 1,000,000,000 (the “Authorized Shares Amendment Proposal”). The Authorized Shares Amendment was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval at the Special Meeting, and the Authorized Shares Amendment became effective upon such stockholder approval. The Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware on November 7, 2025.

A description of the Authorized Shares Amendment is set forth in the Company’s Definitive Proxy Statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on October 24, 2025 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Authorized Shares Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Authorized Shares Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On November 6, 2025, the Company held a special meeting (the “Special Meeting”) of its stockholders. All matters voted upon at the Special Meeting were approved with the required votes. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.

1. The Authorized Shares Amendment Proposal.

The Authorized Shares Amendment Proposal was approved, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,541,096				94,319				6,241				0

2. A proposal to approve the issuance of shares of the Company’s common stock issuable upon the (i) conversion of 31,052 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share, with a conversion price of $7.7644 and (ii) exercise of warrants with an exercise price of $7.7644 to acquire up to 1,999,543 shares of the Company’s common stock (the “SPA Issuance Proposal”).

The SPA Issuance Proposal was ratified, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,588,199				47,151				6,306				0

3. A proposal to approve the issuance of certain shares of the Company’s common stock to CREO Investments LLC (“CREO”) pursuant to that certain Common Stock Purchase Agreement, dated as of September 17, 2025, by and between the Company and CREO (the “Common Stock Issuance Proposal”).

The Common Stock Issuance Proposal was ratified, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,587,886				47,264				6,506				0

4. A proposal to approve, pursuant to Nasdaq Listing Rule 5635(c), of the participation by the Company’s management and a director in certain offerings of the Company’s common stock (the “Management Participation Proposal”).

The Management Participation Proposal was approved, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,601,289				34,429				5,938				0

5. A proposal to grant the Board the authority to amend the Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock within the range of 2-for-1 to 12-for-1, with the exact ratio to be determined by the Board (the “Reverse Stock Split Proposal”).

The Reverse Stock Split Proposal was approved, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,595,746				39,796				6,114				0

6. A proposal to adjourn the Special Meeting (the “Adjournment Proposal”).

The Adjournment Proposal was approved, with the following votes tabulated:

For				Against				Abstain				Broker Non-Vote
	1,591,205				44,150				6,301				0

Item 7.01 Regulation FD Disclosure.

On November 10, 2025, the Company issued a press release regarding the results of the Special Meeting, which is being furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Item 9.01 Financial Statement and Exhibits

(d) Exhibits.

Exhibit Number		Description
3.1		Amendment to SHF Holdings, Inc. Certificate of Incorporation.
99.1		Press Release, dated November 10, 2025.
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: November 10, 2025	By:	/s/ Terrance E. Mendez
		Terrance E. Mendez
		Chief Executive Officer

FAQ

What did SHFS stockholders approve at the Special Meeting?

They approved increasing authorized common shares to 1,000,000,000, the SPA Issuance Proposal, share issuances to CREO Investments LLC, management participation under Nasdaq Rule 5635(c), and reverse split authority (2-for-1 to 12-for-1).

How many authorized common shares does SHFS now have?

Authorized common shares increased from 130,000,000 to 1,000,000,000, effective upon stockholder approval and filed with Delaware.

What are the details of the SPA Issuance Proposal for SHFS (SHFS)?

It covers issuances upon conversion of 31,052 Series B preferred at $7.7644 and upon exercise of warrants at $7.7644 for up to 1,999,543 shares.

What reverse stock split range did SHFS holders authorize?

They authorized the Board to implement a reverse split in a range of 2-for-1 to 12-for-1, with the exact ratio to be determined by the Board.

Did SHFS approve potential issuances to CREO Investments LLC?

Yes. Stockholders approved issuing certain shares to CREO Investments LLC under a Common Stock Purchase Agreement dated September 17, 2025.

Was management participation in SHFS equity offerings approved?

Yes. Participation by management and a director in certain offerings was approved pursuant to Nasdaq Listing Rule 5635(c).

Were all proposals at the SHFS Special Meeting approved?

Yes. The filing states all matters received the required votes, including the authorized share increase and reverse split authority.