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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 9, 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
2.02. Results of Operations and Financial Condition.
On
November 9, 2026, SHF Holdings, Inc. (“SHF” or the “Company”) issued a press release announcing its financial
results for the three months ended September 30, 2026.
The
information contained in this Item 2.02 and Exhibit 99.1 of this Current Report 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 or as otherwise required by applicable law. The furnishing of the information in this
Item 2.02 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.
Item
8.01. Other Events.
On
November 9, 2026, Terrance Mendez, Chief Executive Officer, Chief Financial Officer and Director of SHF, issued a letter to SHF’s
stockholders regarding, among other things the Company’s financial results and the proposed transaction (the “Proposed Transaction”)
with Opifex Media Inc. (“Opifex”). A copy of the letter is attached as Exhibit 99.2 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. 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.
Item
9.01. Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated November 9, 2026. |
| 99.2 |
|
Letter to Stockholders, dated November 9, 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:
November 9, 2026 |
By: |
/s/
Terrance Mendez |
| |
|
Terrance
Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
99.1
Safe
Harbor Financial Reports Third Quarter 2026 Financial Results
Revenue
increases 6.5% to $1.95 million, supported by 70.2% growth in loan program income
Average
client deposits rise to $112 million, with quarter-end trailing 14-day average deposits reaching $119.3 million
Operating
loss narrows 17.7% year over year
GOLDEN,
Colo., Nov. 9, 2026 — SHF Holdings, Inc., doing business as Safe Harbor (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 reported financial results for the third quarter ended September 30, 2026.
Safe
Harbor reported third-quarter revenue of $1.95 million, an increase of 6.5% compared with $1.83 million in the prior-year period. Revenue
growth was primarily driven by a 70.2% increase in loan program income, reflecting improved revenue-sharing economics under the Company’s
amended agreement with Partner Colorado Credit Union that more than offset lower average loan portfolio balances.
Average
client deposit balances increased 3.8% year over year to $112 million, while the trailing 14-day average deposit balance at quarter-end
reached $119.3 million, an increase of 7.4% from the prior-year period. The quarter-end trailing 14-day balance was the Company’s
highest since April 2024. The Average account balance increased 5.6% from the prior-year period, reflecting higher deposit balances across
the Company’s client relationships.
Operating
loss in the third quarter narrowed 17.7% year over year to approximately $1 million, reflecting higher revenue,
lower compensation expenses and a credit benefit associated with changes in estimated credit losses. These benefits were partially offset
by increased professional services and other operating costs.
“Our
third-quarter results demonstrate the continued value of Safe Harbor’s established financial services platform, with higher revenue,
significant growth in loan program income and increased client deposit balances,” said Terry Mendez, Chief Executive Officer of
Safe Harbor. “Our enhanced lending economics are contributing to revenue growth, while our deposit performance reflects the strength
of the client relationships and specialized banking infrastructure we have built over more than a decade.”
“At
the same time, we recognize the challenges facing our capital structure and public listing and remain focused on evaluating solutions
that preserve the value of our operating business,” Mr. Mendez continued. “Our priorities are maintaining service to our
clients and financial institution partners, managing liquidity and pursuing strategic opportunities that may support a more sustainable
path forward.”
Third
Quarter 2026 Financial Highlights
| |
● |
Total revenue increased 6.5% to $1.95 million, compared
with $1.83 million in the third quarter of 2025. |
| |
● |
Loan program income increased 70.2% to approximately
$869,000, compared with approximately $511,000 in the prior-year period. |
| |
● |
Average client deposit balances increased 3.8% to $112
million, compared with approximately $108 million for the three months ended September 30, 2025. |
| |
● |
Trailing 14-day average client deposits increased 7.4%
to $119.3 million as of September 30, 2026, compared with $111.1 million in the prior-year period. |
| |
● |
Average account balance increased 5.6% to approximately
$147,000, compared with approximately $139,000 in the prior-year period. |
| |
● |
Total operating expenses decreased 3.2% to $2.95 million,
compared with $3.05 million in the prior-year period. |
| |
● |
Compensation and employee benefits expense decreased
10.6% to $1.52 million, compared with $1.70 million for the three months ended September 30, 2025. |
| |
● |
Operating loss narrowed 17.7% to $1 million, compared
with $1.22 million in the third quarter of 2025. |
| |
● |
Net loss was approximately $979,000, or $0.95 per basic
and diluted share, compared with net income of approximately $180,000, or $0.74 per basic share and $0.69 per diluted share, in the prior-year
period. |
| |
● |
Cash and cash equivalents totaled $4.4 million as of
September 30, 2026. |
Operating
Performance
Loan
program income increased approximately $359,000, or 70.2%, to approximately $869,000 in the third quarter, compared with approximately
$511,000 in the prior-year period.
The
increase was primarily attributable to Safe Harbor’s second amended commercial alliance agreement with Partner Colorado Credit
Union, effective October 1, 2025. The agreement increased Safe Harbor’s share of applicable loan program income from approximately
35% to up to 65%, thereby improving the revenue contribution from its lending services despite lower average outstanding loan balances.
For
the first nine months of 2026, loan program income increased 58.6% to $2.55 million from $1.61 million in the prior-year period. The
increase primarily reflected the revised revenue-sharing arrangement rather than growth in underlying loan volume.
Safe
Harbor’s deposit base continued to expand during the quarter. Average client deposit balances increased approximately $4.0 million
year over year to $112.0 million, compared with approximately $108.0 million in the prior-year period.
The
trailing 14-day average deposit balance at September 30, 2026, reached $119.3 million, an increase of 7.4% from $111.1 million a year
earlier.
The
Average account balance increased 5.6% to $147,209 from $139,444 in the prior-year period, while average active accounts declined 1.7%
to 761 from 774. The increase in average balances reflects a shift toward larger, higher-deposit-balance client relationships.
Account
fee income decreased 17.1% to approximately $798,000, compared with approximately $963,000 in the prior-year period. The decline primarily
reflected lower revenue from a merchant service partner and competitive pressure on account fees.
Investment
income decreased 16.7% to approximately $284,000, compared with approximately $341,000 a year earlier, as lower prevailing interest rates
more than offset growth in average investable deposit balances.
Operating
Expenses and Profitability
Total
operating expenses decreased approximately $97,000, or 3.2%, to $2.95 million in the third quarter of 2026, compared with $3.05 million
in the prior-year period.
The
decrease included lower compensation and employee benefits expenses and an approximate $353,000 credit benefit associated with changes
in estimated credit losses under the Company’s financial indemnification obligations.
These
benefits were partially offset by increased professional services expenses and amortization of a contract asset associated with the second
amended commercial alliance agreement with Partner Colorado Credit Union.
Professional
services expenses increased 63.3% to approximately $722,000 from $442,000 a year earlier, reflecting increased legal, accounting and
other professional costs.
Operating
loss narrowed to $1 million from $1.22 million in the third quarter of 2025.
Safe
Harbor reported a net loss of approximately $979,000, compared with net income of approximately $180,000 in the prior-year quarter. The
year-over-year comparison was significantly affected by a $3.34 million gain on debt extinguishment recorded during the third quarter
of 2025.
For
the nine months ended September 30, 2026, Safe Harbor reported total revenue of $5.86 million, an increase of 4.5% from $5.61 million
in the comparable 2025 period. Operating loss for the nine-month period narrowed to $3.79 million, compared with $4.18 million a year
earlier.
Strategic
and Business Developments
Safe
Harbor remains focused on strengthening its core financial services platform, supporting existing client relationships and positioning
its institutional banking capabilities to serve a broader range of financial institutions.
During
the third quarter, the Company continued operating its established banking and lending platform, supported by higher average client deposit
balances and increased loan program income. These results reflect the continued contribution of Safe Harbor’s financial institution
relationships and specialized experience serving regulated cannabis businesses.
The
Safe Harbor Institutional Infrastructure-as-a-Service model is an important component of the Company’s longer-term strategy. The
model is designed to provide banks and credit unions with operational infrastructure, compliance support and program administration capabilities
to help establish and manage cannabis banking programs.
During
the quarter ended September 30, 2026, Safe Harbor Institutional was recognized as Top Business Solutions Company at the 2026 PBC Cannabis
Banking Conference, highlighting its specialized banking infrastructure and compliance capabilities serving the regulated cannabis industry.
The recognition further supports the Company’s efforts to raise awareness of its institutional offering among banks and credit
unions.
Following
the end of the quarter, Safe Harbor Institutional joined the American Bankers Association (“ABA”) Partner Network, thereby
expanding its opportunities to engage with U.S. banking institutions. Through the network, the Company aims to introduce its specialized
cannabis banking infrastructure and compliance capabilities to a broader audience of banking executives and decision-makers.
These
initiatives support Safe Harbor’s strategy to strengthen its institutional presence, build relationships across the banking industry
and identify opportunities to expand its financial services platform. Participation in the ABA Partner Network does not constitute an
endorsement of Safe Harbor’s products or services by the ABA.
Management
remains focused on supporting existing clients and financial institution partners, maintaining operational continuity and preserving
the value of its established cannabis financial services business while addressing capital structure and liquidity requirements.
Balance
Sheet and Liquidity
As
of September 30, 2026, Safe Harbor reported cash and cash equivalents of $4.40 million, compared with $6.78 million as of December 31,
2025.
Total
assets were $13.09 million as of September 30, 2026, compared with $17.21 million at year-end 2025.
Net
cash used in operating activities totaled $4.05 million for the nine months ended September 30, 2026, compared with $2.35 million in
the prior-year period.
The
Company had no secured debt as of September 30, 2026.
Safe
Harbor continues to manage liquidity through cash flow monitoring, expense management and evaluation of available financing and strategic
alternatives.
The
Company does not intend to draw on its existing equity line of credit while the term sheet with Opifex Media Inc. (“Opifex”)
remains in effect, which will continue to limit an available source of financing.
The
Company’s unaudited financial statements include a going concern disclosure resulting from recurring operating losses, negative
operating cash flows and uncertainties related to its capital structure, litigation and other obligations. Management’s plans have
not alleviated substantial doubt about the Company’s ability to continue as a going concern.
Subsequent
Developments
Proposed
Business Combination
On
October 23, 2026, Safe Harbor entered into a nonbinding term sheet with Opifex, a Beverly Hills, California-based media holding company
focused on the creator economy, regarding a proposed business combination.
The
proposed transaction is intended to create a diversified public holding company with two distinct operating businesses. Opifex would
contribute its creator-economy platform, while Safe Harbor would continue operating its established cannabis financial services business
and serving its existing clients and financial institution partners.
As
currently contemplated, Opifex security holders would own approximately 85% of the combined company’s fully diluted shares immediately
after closing. Existing Safe Harbor stakeholders, including common stockholders, holders of Series B preferred stock on an as-converted
basis, warrant holders and other equity award holders, would collectively own approximately 15% of the combined company. However, the
Safe Harbor allocation described above may be adjusted within a range of 12.5% to 17.5% to reflect Safe Harbor’s valuation at closing,
as supported by an independent fairness opinion.
The
proposed transaction is intended to support Safe Harbor’s efforts to maintain its Nasdaq listing and provide an additional business
platform for the combined company.
The
transaction remains subject to, among other things, the negotiation of a definitive agreement, satisfactory due diligence findings by
both parties, the required consents and agreements with holders of the Series B securities, the completion of Opifex’s audited
financial statements, an independent valuation and fairness opinion, Safe Harbor stockholder approval, Nasdaq approval, completion of
any required financing and other customary conditions.
Safe
Harbor continues to evaluate potential arrangements involving its Series B securities in connection with the proposed transaction.
There
can be no assurance that definitive agreements will be executed, required approvals will be obtained or the proposed transaction will
be completed on the terms described above or at all.
Nasdaq
Listing Compliance
On
October 20, 2026, Nasdaq granted Safe Harbor an additional 180-day period, through April 19, 2027, to regain compliance with the $1 minimum
bid price requirement.
The
Company’s continued listing remains subject to applicable Nasdaq requirements, including provisions that may result in an earlier
delisting determination if its common stock fails to maintain specified minimum price thresholds. Safe Harbor continues to evaluate available
alternatives to address its listing requirements, including measures contemplated in connection with its proposed transaction with Opifex.
There
can be no assurance that the Company will regain compliance or maintain its Nasdaq listing.
Management
Priorities
Safe
Harbor remains focused on maintaining its existing financial services operations and supporting customers and financial institution partners
while evaluating alternatives to address its capital structure and public listing challenges.
Management’s
near-term priorities include supporting client deposits, maintaining banking and lending relationships, evaluating institutional banking
opportunities, managing expenses and liquidity, and pursuing strategic alternatives intended to preserve the value of the operating business.
“We
remain committed to the clients and financial institution partners who rely on our platform,” Mr. Mendez said. “Our focus
is on maintaining operational continuity, protecting the capabilities we have built and evaluating opportunities that may provide a more
sustainable foundation for the business and its stakeholders.”
Third
Quarter and Year-to-Date Financial Summary
Unaudited.
Dollar amounts in thousands, except per-share data.
| Financial metric | |
Q3 2026 | | |
Q3 2025 | |
| Revenue | |
$ | 1,952 | | |
$ | 1,834 | |
| Operating expenses | |
$ | 2,954 | | |
$ | 3,051 | |
| Operating loss | |
$ | (1,002 | ) | |
$ | (1,217 | ) |
| Net (loss) income | |
$ | (979 | ) | |
$ | 180 | |
| Basic (loss) income per share | |
$ | (0.95 | ) | |
$ | 0.74 | |
| Diluted (loss) income per share | |
$ | (0.95 | ) | |
$ | 0.69 | |
| Financial metric | |
Nine months 2026 | | |
Nine months 2025 | |
| Revenue | |
$ | 5,862 | | |
$ | 5,611 | |
| Operating expenses | |
$ | 9,654 | | |
$ | 9,791 | |
| Operating loss | |
$ | (3,792 | ) | |
$ | (4,180 | ) |
| Net loss | |
$ | (4,272 | ) | |
$ | (1,578 | ) |
| Net loss attributable to common stockholders | |
$ | (5,341 | ) | |
$ | (1,578 | ) |
| Basic and diluted loss per share | |
$ | (8.08 | ) | |
$ | (6.67 | ) |
Per-share
figures reflect the 1-for-12 reverse stock split effective September 30, 2026.
About
Safe Harbor
Safe
Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services, and institutional
solutions 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 $38.7 billion in cannabis-related
depository funds across 41 states and territories since inception. Through its proprietary technology, 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 and compliance infrastructure 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 and not a lender. Banking services are provided by
our partner financial institutions. Credit decisions are made by third-party financing partners, not Safe Harbor. For more information,
visit shfinancial.org.
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposals to be submitted to Safe Harbor’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, Safe Harbor may file with the Securities and Exchange Commission (the “SEC”)
a registration statement on Form S-4 (the “Registration Statement”), which will include a proxy statement of Safe Harbor
and a prospectus (the “Proxy Statement/Prospectus”). After the Registration Statement is declared effective, Safe Harbor
will mail the definitive Proxy Statement/Prospectus to its stockholders. INVESTORS AND SECURITY HOLDERS OF SAFE HARBOR 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
SAFE HARBOR, 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 Safe Harbor files with the SEC, when available, at the SEC’s
website (www.sec.gov) or from Safe Harbor by accessing information included on Safe Harbor’s website (ir.shfinancial.org),
which is not incorporated by reference herein.
Participation
in the Solicitation
Safe
Harbor, Opifex and their respective directors and certain of their respective executive officers may be deemed participants in the solicitation
of proxies from Safe Harbor’s stockholders in connection with the proposed transaction. Information about Safe Harbor’s directors
and executive officers, including their ownership of Safe Harbor securities, appears in Safe Harbor’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 of 1933, as amended.
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 execution of definitive agreements for the proposed transaction or the
closing thereof; the Stockholder Meeting; 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, 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; Safe Harbor’s ability to regain compliance with the Nasdaq minimum bid price
requirement by April 19, 2027; dilution to the Company’s existing stockholders; Opifex’s ability to complete its pending
acquisitions and deliver audited financial statements; and other risks and uncertainties described from time to time in Safe Harbor’s
filings with the SEC. 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
Exhibit
99.2
Safe
Harbor CEO Issues Letter to Shareholders Addressing Capital Structure, Nasdaq Listing and Proposed Opifex Transaction
Letter
accompanies the release of the Company’s third-quarter financial results
GOLDEN,
Colo., Nov. 9, 2026 — SHF Holdings, Inc., doing business as Safe Harbor (“Safe Harbor” or the “Company”)
(Nasdaq: SHFS), a fintech platform serving the banking, lending and financial services needs of the regulated cannabis and hemp industries,
today released a letter to shareholders from Terrance Mendez, the Company’s Chief Executive Officer, Chief Financial Officer and
a member of its Board of Directors. The letter accompanies the Company’s release of its third-quarter financial results.
Dear
Fellow Shareholders,
The
last several weeks have been difficult for Safe Harbor’s stockholders, and I want to address that directly. Our share price has
declined sharply since our reverse stock split on September 30, 2026, and recent conversions of our Series B Convertible Preferred Stock
have substantially diluted our common stockholders. Shareholders have raised important questions with our investor relations team. This
letter aims to answer them so that every shareholder has the same information at the same time.
Our
core business continues to grow
Our
operating business performed well in the third quarter. Revenue was $1.95 million, up 6.5% from $1.83 million a year ago. Loan program
income rose 70.2% to approximately $869,000, reflecting our larger share of loan program income under the Second Amended Commercial Alliance
Agreement with Partner Colorado Credit Union (“PCCU”), which increased from approximately 35% up to 65% effective
October 1, 2025. For the first nine months of 2026, revenue was $5.86 million, up 4.5% compared to the prior year.
For
the three months ended September 30, 2026, our client
deposits also grew. Average client deposit balances rose 3.8% to $112.0 million, and our trailing 14-day average deposit balance
at quarter-end reached $119.3 million, up 7.4% from a year earlier. Total operating expenses for the quarter declined 3.2% to
$2.95 million compared to the three months ended September 30, 2025, and our operating loss also narrowed 17.7% to approximately
$1.0 million.
I
also want to be clear about our challenges. We reported a net loss of approximately $979,000 for the quarter. Account fee income
declined 17.1% and professional services costs rose 63.3% compared with the third quarter of 2025, reflecting increased legal, accounting
and other professional costs. We continue to operate at a loss, our liquidity is limited, and our financial statements include a going
concern disclosure.
What
happened to our share count
To
understand the dilution, it helps to revisit how the issuance of the Series B securities came about. In May 2025, we were reporting that
the Company’s liabilities exceed its assets and it would not have enough cash to complete the year without a recapitalization.
In September 2025, we completed a recapitalization that, as described in our 2025 Annual Report on Form 10-K, cancelled our approximately
$10.7 million PCCU note, terminated our forward purchase agreement and brought in new capital in exchange for Series B Convertible Preferred
Stock and Series B Warrants. It also established our equity line of credit. That transaction stabilized our balance sheet at a critical
time. However, the Series B terms included price adjustment provisions that have since worked against common stockholders.
On September 30, 2026, the Company effected
a 1-for-12 reverse stock split of its Common Stock pursuant to a Certificate of Amendment to its Second Amended and Restated Certificate
of Incorporation filed with the Secretary of State of the State of Delaware, which became effective on September 30, 2026. The 2026 Reverse
Stock Split was approved by the Company’s stockholders on November 6, 2025, and the 1-for-12 ratio was approved by the board of
directors of the Company (the “Board” or the “Board of Directors”) on September 16, 2026.
The
September 30, 2026 reverse stock split triggered a provision of the Series B documents that resulted in a reset of the conversion price
of the Series B Convertible Preferred Stock to the average of the five lowest daily volume-weighted average prices in the 15 trading
days after the split. On October 22, 2026, the conversion price reset from $18.6336 to $0.1210 per share. The exercise price of the Series
B Warrants did not change and remains $18.6336.
From
October 22 through November 6, 2026, holders of the Series B Convertible Preferred Stock converted 19,529 shares into 131,219,818 shares
of common stock. As a result, our common shares outstanding increased from 1,028,702 on September 30 to 132,248,520 on November 6. As
of November 6, 2026, 7,605 shares of Series B Convertible Preferred Stock remained outstanding, which are currently convertible into
a maximum of approximately 62.9 million additional shares.
The
Series B also carries other obligations that we have described in prior filings, and we continue to evaluate potential arrangements involving
the Series B securities, including in connection with the proposed transaction with Opifex Media, Inc. (“Opifex”). If we
reach any agreement, we intend to disclose it promptly through our SEC filings.
Our
use of the equity line
We
raised $1.1 million under our equity line of credit during the first nine months of 2026. Under its terms, 25% of the proceeds of each
draw must be used to redeem Series B Convertible Preferred Stock, and our ability to draw is limited when our stock trades below $1.00.
We do not intend to draw on the equity line while the Opifex term sheet remains in effect. However, we continue to manage spending against
a 52-week rolling cash forecast and have identified cost reductions within our control that we would implement if necessary.
Our
plan for Nasdaq compliance
We
effected the September 30 reverse split to address Nasdaq’s $1.00 minimum bid price requirement. Our stock has largely traded below
$1.00 since the split, and we did not regain compliance by the end of our initial compliance period on October 19. On October 20, 2026,
Nasdaq granted us a second 180-day compliance period, through April 19, 2027. To regain compliance, our stock must close at or above
$1.00 for at least 10 consecutive business days before that date.
We
intend to evaluate all available options, including a further reverse stock split, which would require stockholder approval. In connection
with the proposed Opifex transaction, we may seek stockholder approval of a reverse split to the extent needed to meet the bid price
requirement.
Under
Nasdaq rules, if our common stock has a closing bid price of $0.10 or less for ten consecutive business days, Nasdaq will issue a delisting
determination regardless of any remaining compliance period, and our stock would be suspended from trading on Nasdaq while any appeal
is pending. Our common stock has recently closed below $0.10 on eight consecutive business days, and, if that continues, our stock
could be suspended and delisted from Nasdaq before April 19, 2027.
If
our common stock is suspended or delisted, we expect it would be quoted on an over-the-counter market. We cannot assure you that it would
qualify for the OTCQB Venture Market, which has its own eligibility standards, including a minimum bid price, rather than OTC Pink. Over-the-counter
quotation generally offers less liquidity and visibility than a national exchange. A suspension or delisting could also constitute a
Triggering Event under the Series B Certificate of Designations and could affect the proposed Opifex transaction, which requires Nasdaq
approval of our continued or initial listing.
Separately,
our stockholders’ equity as of September 30, 2026, was $5.2 million, exceeding Nasdaq’s $2.5 million minimum stockholders’
equity requirement by $2.7 million. However, meeting this requirement does not resolve our minimum bid price deficiency.
Maintaining
our listing is a priority, and we are working diligently toward compliance. There can be no assurance that we will succeed.
The
proposed transaction with Opifex Media
On
October 23, 2026, we signed a non-binding term sheet with Opifex Media, Inc., a Beverly Hills, California-based media holding company
focused on the creator economy. Under the proposed terms, a wholly owned subsidiary of SHFS would merge with and into Opifex, and Opifex
security holders would receive newly issued SHFS common stock. The transaction is expected to be accounted for as a reverse acquisition,
with Opifex as the accounting acquirer.
Here
is what the proposed terms would mean for existing shareholders:
| |
● |
Ownership. Opifex security holders would own approximately
85% of the combined company on a fully diluted basis. All legacy SHF Holdings Inc. shareholders would own approximately 15%, subject
to adjustment between 12.5% and 17.5% based on a fairness opinion, and gain exposure to a new business. |
| |
● |
The combined company. The combined company would be
expected to have a different business focus, name, board of directors and management. |
| |
● |
Litigation. Under
the term sheet, Opifex would acquire the Company including the Abaca litigation, and its resolution
would not be a condition to closing. |
| |
● |
Listing. The combined company could be required to meet
Nasdaq’s initial listing requirements, which are more stringent than the continued listing requirements. |
| |
● |
Stockholder vote. Completing the transaction would require
stockholder approval, including any reverse stock split and increase in authorized shares. Stockholders would receive a proxy statement
and other materials describing the transaction before any vote. |
The
term sheet is non-binding except for certain specified provisions. Completing the transaction depends on, among other things, definitive
agreements, due diligence, approval by certain holders of Series B Convertible Preferred Stock, the conversion of the Series B Securities
to common stock, Opifex’s audited financial statements, a fairness opinion, stockholder approval, an equity financing and Nasdaq
approval. There is no assurance that definitive agreements will be signed or that the transaction will be completed on these terms before
April 19, 2027, or at all. We will update you through our SEC filings as the negotiations progress.
Other
matters you may be asking about
Abaca
litigation. The trial concerning damages and the remaining claims in our dispute with the former owners of Abaca was held on August
10 and 11, 2026. The court has not issued a ruling yet, and we cannot predict when it will or what the outcome will be. We estimate the
range of reasonably possible loss at $0 to $7.8 million, plus interest. An adverse ruling at or near the upper end of that range would
exceed our available liquidity, and the $3.0 million we previously deposited in the court’s registry is not available to fund operations.
PCCU.
On October 21, 2026, PCCU sold all of its Series B Convertible Preferred Stock to another Series B holder in a private transaction to
which the Company was not a party. As a result, we no longer consider PCCU a related party. PCCU remains our largest customer and most
important financial institution partner. It also serves as the depository for substantially all of our cash.
How we will communicate from here
You
deserve clear and consistent information. We will report developments on the Opifex transaction, any arrangement involving the Series
B securities, our Nasdaq listing and the Abaca ruling in filings with the SEC. Questions may be directed to ir@SHFinancial.org; however,
we cannot share nonpublic information with any individual investor.
Looking
ahead
Through
a period of significant challenges, our team has stayed focused on serving our clients and financial institution partners, and our core
business has continued to grow. Our priorities are clear: preserving liquidity, maintaining our Nasdaq listing, addressing our capital
structure, and pursuing a strategic path that preserves value for shareholders. Important work remains, and outcomes are not guaranteed.
I will continue to report to you openly as these efforts advance.
Thank
you for your patience and your continued support.
Sincerely,
Terrance
E. Mendez
Chief Executive Officer, Chief Financial Officer, and Director of SHF Holdings, Inc.
About
Safe Harbor
Safe
Harbor is a cannabis-exclusive financial platform delivering smarter banking, lending, payments and business services, and institutional
solutions 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 $38.7 billion in cannabis-related
depository funds across 41 states and territories since inception. Through its proprietary technology, platform and network of regulated
financial institution partners, Safe Harbor empowers cannabis operators to gain clarity, control and confidence in their financial operations.
Safe Harbor is a financial technology company, not a bank and not a lender. Banking services are provided by our partner financial institutions.
Credit decisions are made by third-party financing partners, not Safe Harbor. For more information, visit shfinancial.org.
Solicitation
Material
This
communication may be deemed to be solicitation material in connection with the proposals to be submitted to Safe Harbor’s stockholders
at a meeting of stockholders seeking approval of certain matters in connection with the proposed transaction. In connection with the
proposals, Safe Harbor may file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form
S-4 (the “Registration Statement”), which will include a proxy statement of Safe Harbor and a prospectus (the “Proxy
Statement/Prospectus”). After the Registration Statement is declared effective, Safe Harbor will mail the definitive Proxy Statement/Prospectus
to its stockholders. INVESTORS AND SECURITY HOLDERS OF SAFE HARBOR 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 SAFE HARBOR, 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 Safe Harbor files with the SEC, when available, at the SEC’s website (www.sec.gov) or from Safe Harbor by accessing
information included on Safe Harbor’s website (ir.shfinancial.org), which is not incorporated by reference herein.
Participation
in the Solicitation
Safe
Harbor, Opifex and their respective directors and certain of their respective executive officers may be deemed participants in the solicitation
of proxies from Safe Harbor’s stockholders in connection with the proposed transaction. Information about Safe Harbor’s directors
and executive officers, including their ownership of Safe Harbor securities, appears in Safe Harbor’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 of 1933, as amended.
Cautionary
Statement Regarding Forward-Looking Statements
This
letter contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
about the Proposed Transaction with Opifex, the Series B Convertible Preferred Stock and Series B Warrants, our Nasdaq listing, the Abaca
litigation, our liquidity and our business. Words such as “anticipate,” “believe,” “continue,” “could,”
“estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,”
“would” and similar expressions may identify forward-looking statements. These statements are based on current expectations
and are subject to risks and uncertainties that could cause actual results to differ materially, including: the termination of the term
sheet or failure to execute definitive agreements for the Proposed Transaction; failure to obtain required stockholder, Nasdaq or other
approvals or consents, including any required arrangements with holders of the Series B securities; failure to obtain required financing
or satisfy other closing conditions; further conversions of the Series B Convertible Preferred Stock and resulting dilution; our ability
to meet registration obligations and avoid Triggering Events under the Series B documents; our ability to regain compliance with the
Nasdaq minimum bid price requirement by April 19, 2027 and to maintain compliance with other listing requirements; the suspension or
delisting of our common stock from Nasdaq, including under Nasdaq’s rule requiring a delisting determination if our common stock
has a closing bid price of $0.10 or less for ten consecutive business days, and the effect of any suspension or delisting on the liquidity
and market price of our common stock, on the Series B securities and on the Proposed Transaction; the outcome and timing of the Abaca
litigation; our liquidity and ability to continue as a going concern; our dependence on PCCU; Opifex’s ability to complete its
pending acquisitions and deliver audited financial statements; and the other risks described in our Annual Report on Form 10-K for 2025
and our Quarterly Reports on Form 10-Q, including for the quarter ended September 30, 2026. Forward-looking statements speak only as
of the date of this letter, and we undertake no obligation to update them except as required by law.
Safe
Harbor Investor Relations Contact
ir@SHFinancial.org
Safe
Harbor Media Relations Contact
safeharbor@kcsa.com
