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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 28, 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
7.01 Regulation FD Disclosure.
On
September 28, 2026, SHF Holdings, Inc. (the “Company”) issued a press release announcing that the board of directors
(the “Board”) of the Company approved the implementation of a reverse stock split of the Company’s common stock, par
value $0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”). The Reverse Stock Split was previously approved
at a special meeting of the Company’s stockholders held on November 6, 2025. The Company expects that the Reverse Stock Split will
become effective on September 30, 2026, however the Board retains discretion to delay or abandon the Reverse Stock Split. 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 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
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 timing, completion and benefits of the Reverse Stock Split.
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 |
| 99.1 |
|
Press
Release, dated September 28, 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:
September 28, 2026 |
By: |
/s/
Terrance E. Mendez |
| |
|
Terrance
E. Mendez |
| |
|
Chief
Executive Officer and Chief Financial Officer |
Exhibit
99.1
Safe
Harbor Financial Announces the Implementation of a Reverse Stock Split
DENVER,
CO (September 28, 2026): SHF Holdings, Inc., d/b/a Safe Harbor Financial (“Safe Harbor” or the “Company”)
(NASDAQ: SHFS), a leading fintech platform serving the banking, lending, and financial services needs of the regulated cannabis and hemp
industries, today announced that its Board of Directors has approved a reverse stock split of the Company’s common stock, par value
$0.0001 per share, at a ratio of 1-for-12 (the “Reverse Stock Split”).
The
Reverse Stock Split was approved by stockholders at a special meeting of the Company’s stockholders held on November 6, 2025, and
is expected to become effective at 12:01 a.m. Eastern Time on September 30, 2026. The Company’s common stock is expected to begin
trading on a split-adjusted basis on the Nasdaq Stock Market LLC on September 30, 2026 under the existing ticker symbol “SHFS”
with a new CUSIP number of 824430 409.
At
the effective time of the Reverse Stock Split, every twelve issued and outstanding shares of the Company’s common stock will be
automatically combined into one share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split.
Stockholders who would otherwise be entitled to receive fractional shares will receive a number of shares of common stock as rounded
up to the nearest whole share.
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 $35 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 the timing, completion and benefits of the Reverse Stock Split. 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 press release.
Safe
Harbor Investor Relations Contact:
ir@SHFinancial.org
Safe
Harbor Media Relations Contact:
safeharbor@kcsa.com
