SHF Holdings, Inc. filings document Safe Harbor's cannabis-focused financial technology business, including compliant banking services, lending programs, deposit-related activity, payments initiatives, and services offered to cannabis-related businesses and financial institutions. Current reports record operating results, product and platform announcements, amendments to commercial arrangements, and Nasdaq listing-compliance matters.
The company's SEC record also covers capital structure and governance. Registration and 8-K filings disclose Class A common stock, redeemable warrants, Series B convertible preferred stock, warrant terms, and related registration matters. Proxy materials describe director elections, auditor ratification, board governance, and annual meeting voting, while other filings address code-of-ethics amendments and risk-related disclosure areas tied to a regulated cannabis financial services platform.
SHF Holdings, Inc. has filed a Form S-1 registering up to 10,537,418 shares of Class A common stock for resale by a single selling stockholder. The shares include stock previously issued in a 2023 Issuance Agreement, shares received in the De‑SPAC transaction, and shares issuable upon exercise of Series B Warrants at a temporarily reduced cash exercise price of $0.65 per share. The company is not selling any securities in this offering and will receive proceeds only if the warrants are exercised for cash, which could provide approximately $6.7 million from the selling holder and about $15.5 million if all Series B Warrants held by all investors are exercised.
The registration follows a broader recapitalization and a voluntary reduction in both the Series B Preferred conversion price and Series B Warrant exercise price through July 31, 2026, and sits alongside a $150 million equity line of credit. As of December 31, 2025, stockholders’ equity was about $8.2 million and cash was $6.8 million, while recurring operating losses of roughly $5.4 million and negative operating cash flow raised substantial doubt about the company’s ability to continue as a going concern.
Key risks highlighted include a 65% loan-loss indemnification obligation on a approximately $52.1 million cannabis-related loan portfolio (with theoretical exposure of about $33.8 million and one borrower at 18% of the portfolio), dependence on PCCU as the primary banking partner, concentration in the federally illegal cannabis sector, and complex accounting for guarantee and credit-loss liabilities. The company also discloses Nasdaq listing risks tied to a sub‑$1 share price and a new $5 million market‑value rule, potential dilution from Series B Preferred Stock, Series B Warrants and the ELOC, identified material weaknesses in internal control, and ongoing litigation and regulatory‑change exposure.
SHF Holdings, Inc. is registering 12,060,766 shares of Class A common stock for potential resale by holders of Series B warrants after a temporary exercise-price cut to $0.65 per share through July 31, 2026. The company is not selling shares itself; only cash warrant exercises, if any, would bring in about $8.5 million of gross proceeds at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026, and could rise to 24,393,721 if all related warrants are exercised.
SHF provides compliant banking, lending and compliance services to cannabis-related businesses through financial institutions, principally Partner Colorado Credit Union (PCCU). Under a Second Amended Commercial Alliance Agreement it now receives up to 65% of loan-program income on an approximately $52.1 million CRB loan portfolio, but must indemnify PCCU for up to 65% of any net loan losses, a theoretical exposure of about $33.8 million. One high-risk borrower represents roughly 18% of that portfolio.
For 2025 SHF recorded an operating loss of about $5.4 million, used $3.4 million of cash in operating activities and ended the year with $6.8 million of cash, leading auditors to include a going-concern explanatory paragraph. The company also discloses Nasdaq listing risks from a sub-$1 share price and a new $5 million minimum market-value rule, while pointing to a $150 million equity line of credit and a 2025 recapitalization that reduced debt and added capital.
SHF Holdings, Inc. has filed an amended Form S-1 to register 21,517,377 shares of Class A common stock for potential resale by selling stockholders, all issuable upon exercise of Series B Warrants at a $0.65 Voluntarily Reduced Exercise Price through July 31, 2026.
The company is not selling shares itself and will receive no proceeds from resales, but could collect about $15.5 million in cash if all Series B Warrants are exercised at the reduced price. Shares outstanding were 12,332,955 as of July 14, 2026. SHF highlights recurring operating losses, substantial indemnification exposure on a $52.1 million cannabis loan portfolio, and an auditor going‑concern paragraph. It also discloses Nasdaq bid‑price noncompliance and a proposed new $5 million market‑cap rule that together could threaten its listing and access to a $150 million equity line of credit.
SHF Holdings, Inc. reported that on July 15, 2026 its board appointed Michael Regan as Chief Operating Officer and Secretary. His background and compensation are described in the definitive proxy statement filed May 8, 2026, which is incorporated by reference.
The company states there are no arrangements or understandings with any other person regarding his appointment and no family relationships between Mr. Regan and any director or executive officer. It also notes that on September 30, 2025 he participated in the company’s Series B Convertible Preferred Stock offering, identified as a related party transaction and described in the Form 10-K filed April 15, 2026.
SHF Holdings, Inc. reported that on July 7, 2026, Douglas Beck, its Principal Accounting Officer and Senior Vice President of Finance, Controller, informed the company of his decision to resign from these roles, effective July 31, 2026.
The company stated that Mr. Beck’s departure is not the result of any disagreement regarding operations, policies, or practices. SHF Holdings’ Class A common stock and redeemable warrants continue to trade on The Nasdaq Stock Market LLC under the symbols SHFS and SHFSW, respectively.
SHF Holdings, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 17, 2026. Stockholders elected two Class II directors, Jonathon F. Niehaus and Sean Tonner, to continue serving on the board.
Stockholders also ratified the appointment of Macias, Gini & O’Connell LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026. All proposals received the required level of stockholder approval, including strong support for the auditor ratification.
SHF Holdings, Inc. is registering 22,598,184 shares of Class A common stock for resale by existing selling stockholders. Most of these, 21,517,377 shares, underlie Series B warrants whose cash exercise price is temporarily reduced to $0.65 per share until July 31, 2026, potentially providing about $15.5 million of gross proceeds if fully exercised in cash. The balance covers shares previously issued to Partner Colorado Credit Union and received in the De-SPAC transaction. SHF will not receive any proceeds from stockholder resales and will only receive cash if warrants are exercised. The company reports recurring operating losses, substantial doubt about its ability to continue as a going concern, large indemnification exposure under its Second Amended Commercial Alliance Agreement with PCCU, and meaningful Nasdaq listing risks, including bid-price deficiencies and a proposed new $5 million market-value requirement that could lead to delisting.
SHF Holdings, Inc., doing business as Safe Harbor Financial, reported first quarter 2026 revenue of approximately $2.0 million, up 2.2% from about $1.9 million a year earlier. Loan program income rose 55.6% to roughly $0.8 million, reflecting a richer share of loan economics under the Second Amended PCCU agreement.
Total operating expenses decreased 4.7% to about $3.7 million, but the company recorded a larger net loss of approximately $1.8 million versus $0.8 million in the prior-year quarter, mainly because last year included a $1.1 million non-cash warrant liability benefit. Safe Harbor ended March 31, 2026 with $5.9 million in cash and cash equivalents and $6.7 million of stockholders’ equity, compared with a stockholders’ deficit of $16.9 million twelve months earlier, highlighting a major balance sheet turnaround.
Management highlighted a broadened product suite, including new insurance offerings, an expanded payments portfolio, and a full-spectrum lending platform. A February 2026 PCCU amendment extended the partnership through December 2031 and is expected to generate $9 million or more in incremental revenue over the term. The company also cited 29% year-over-year growth in emerging market deposit balances and sees potential long-term benefits from recent U.S. federal cannabis rescheduling developments.
SHF Holdings, Inc. reported first‑quarter 2026 revenue of $1.98 million, slightly above $1.93 million a year earlier, driven mainly by account and loan program income. Operating expenses of $3.74 million produced an operating loss of $1.76 million and a net loss of $1.78 million, or $0.43 per share.
Cash and cash equivalents were $5.9 million with net working capital of about $5.5 million, but accumulated deficit reached $124.7 million. Management states that recurring losses, negative operating cash flows and dependence on key agreements raise “substantial doubt” about the Company’s ability to continue as a going concern, despite access to an equity line of up to $150 million and cost‑control plans.
SHF Holdings, Inc. reported board and committee changes. Richard Carleton informed the company on May 8, 2026 that he will not stand for reelection as a director at the 2026 annual meeting. The company states his decision is not due to any disagreement regarding operations, policies, or practices.
The board recently added two directors, Tyler Klimas and Sean Tonner, each appointed on April 22, 2026. Effective May 8, 2026, Klimas joined the Audit, Compensation, and Nominating and Corporate Governance Committees and became chairman of the Nominating and Corporate Governance Committee. Tonner joined the Compensation and Nominating and Corporate Governance Committees and became chairman of the Compensation Committee.