Welcome to our dedicated page for SHF Holdings SEC filings (Ticker: SHFS), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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. registered 424,891 shares of Class A common stock on Form S-8 for issuance under its Amended and Restated – 2022 Equity Incentive Plan. The filing follows stockholder approval on July 8, 2025 of an amendment to the plan.
The registered amount includes 274,891 newly authorized shares and 150,000 shares tied to the maximum aggregate from the first three Automatic Increases after this filing. Beginning on January 1, 2026, the plan will automatically increase on the first trading day of each year, and upon a Dilution Event, to maintain total plan shares at 15% of outstanding Common Stock as of the prior year-end, subject to a 50,000-share annual cap.
The filing incorporates by reference the company’s prior S-8 (File No. 333-276311) and other periodic reports.
SHF Holdings, Inc. called a virtual special meeting on November 6, 2025 to seek stockholder approval for several capital actions. The Board asks approval to increase authorized Class A Common Stock from 130,000,000 to 1,000,000,000 and to authorize a reverse stock split at a ratio between 2‑for‑1 and 12‑for‑1, at the Board’s discretion.
Stockholders are also asked to approve issuances under a September 30, 2025 Securities Purchase Agreement: conversion of 31,052 shares of Series B Preferred Stock into up to 3,999,291 common shares and exercise of SPA Warrants for up to 1,999,555 shares. If the management participation item is approved, total shares issuable to Buyers could reach 5,998,846; otherwise 5,943,977. A separate proposal seeks approval to issue shares to CREO under a Purchase Agreement with a $150,000,000 total purchase commitment, with an Exchange Cap of 582,899 shares unless stockholders approve exceeding it.
As of the October 14, 2025 record date, 2,953,473 common shares were outstanding. The Board recommends voting “FOR” each proposal.
SHF Holdings, Inc. filed a Form S-1 registering 52,280,646 shares of Class A common stock for resale by selling stockholders. The registered shares include 49,993,585 shares issuable upon conversion of Series B Convertible Preferred Stock at a potential floor conversion price of $1.5528, 1,999,544 shares underlying Series B Warrants at a floor exercise price of $1.5528, 250,000 shares underlying Abaca Warrants at a $40.00 exercise price, and 37,517 shares issued to Abaca holders.
The company is not selling any securities in this prospectus and will not receive proceeds from resales by the selling stockholders. SHF would receive cash only if warrants are exercised for cash, which would result in approximately $24.6 million in gross proceeds at the stated floor exercise price, subject to whether and when exercises occur. SHFS trades on Nasdaq under “SHFS”; the last reported price on October 17, 2025 was $3.78 per share.
The prospectus highlights risks including interest rate sensitivity, reliance on banking partners serving cannabis-related businesses, material weaknesses in internal controls, Nasdaq compliance considerations, and going concern uncertainty.
SHF Holdings, Inc. filed an amended S-1 to register 46,153,846 shares of Class A common stock for potential resale by CREO Investments LLC under a Common Stock Purchase Agreement. The company is not selling any securities in this prospectus and will not receive proceeds from CREO’s resales. Separately, SHF may sell shares to CREO after the commencement date and may receive up to $150.0 million in aggregate gross proceeds under the equity line, which the parties may agree to increase to $500.0 million. As consideration, SHF agreed to issue $1.0 million stated value of a new series of preferred stock as CREO Commitment Shares.
Recent actions include a Securities Purchase Agreement for Series B Preferred Stock and warrants with an aggregate purchase price of approximately $28.8 million, resulting in approximately $6.3 million in additional cash and net proceeds of about $6.1 million. SHF also exchanged about $10.7 million of PCCU debt for Series B Preferred Stock and a warrant, and reports that, following these steps, Nasdaq informed the company it has regained compliance with the Rule 5550(b)(1) equity standard. The prospectus highlights potential dilution and stock price impact from sales under the equity line.
SHF Holdings (SHFS) amended its recent financing terms. On October 14, 2025, the company and the participating investors executed amendments that replace the original warrants with amended and restated warrants, effective as of September 30, 2025.
The change shifts the initial exercisability trigger from six months and one day after the Issuance Date to six months and one day after the Applicable Date. The company states no other warrant terms were modified. Forms of the amendment and the amended warrant were filed as exhibits.
SHF Holdings, Inc. (SHFS) called a virtual special meeting on November 6, 2025 to seek stockholder approval for several capital and listing-related actions.
Key items include: increasing authorized Class A common shares from 130,000,000 to 1,000,000,000; approving a Nasdaq Rule 5635(d) issuance tied to a Securities Purchase Agreement allowing conversion of 31,052 Series B Preferred shares into up to 3,999,291 common shares and the exercise of SPA Warrants for up to 1,999,555 shares. If approved (and with management participation), up to 5,998,846 shares could be issued to Buyers, with an additional 54,869 shares to management participants under a separate vote.
The company also seeks approval to issue shares above a 582,899 Exchange Cap under a Purchase Agreement with a $150,000,000 total commitment (potentially up to $500,000,000 by mutual agreement). A reverse stock split authorization between 2-for-1 and 12-for-1 is proposed to support Nasdaq compliance. Shares outstanding were 2,953,473 as of the October 14, 2025 record date. The Board recommends voting FOR all proposals.
SHF Holdings, Inc. reported several leadership changes and a board restructuring. On September 24, 2025, the company appointed Douglas Beck, age 64, as Principal Accounting Officer. He will continue to serve as Senior Vice President of Finance, Controller, a role he has held since May 2025, with an unchanged annual base salary of $175,000 under the company’s existing equity incentive plan and clawback policies.
The company also appointed Michael Regan as Chief Investment & Strategy Officer and Jeffrey Kay as Chief Marketing Officer on the same date. The board of directors approved a decrease in its size from seven to five members, signaling a move to a smaller board structure without disclosing individual director departures in this excerpt.
SHF Holdings, Inc. reported significant operating losses and liquidity challenges. The company recorded operating losses of $7.09 million in 2024 and $20.73 million in 2023, and net loss before income tax of $(4.46) million in 2024. Cash decreased and the company reported a working capital deficit of $983,833 at December 31, 2024 versus a deficit of $135,355 at December 31, 2023. Management disclosed a forward purchase receivable of $4.58 million offset by a forward purchase derivative liability of $7.31 million, creating a net liability of $2.73 million. The company amended a Senior Secured Promissory Note with PCCU to a $10.75 million principal bearing 4.25% interest with interest-only payments until January 5, 2027 and maturity October 5, 2030, which unlocked $6.44 million in near-term cash flow. Material accounting deficiencies were disclosed, including revenue recognition issues for PCCU activity fees, improper classification of the Amended PCCU Note as current, misclassification of forward purchase receivables, failures in going-concern assessment, inadequate IT privileged access controls, and errors in stock-based compensation measurement. Significant impairments were recorded: goodwill impairment of $6.06 million and intangible asset impairments. Recent governance and personnel changes include appointment of Terrance E. Mendez as CEO and subsequent CFO interim role, and resignations of other officers. The company noted Nasdaq noncompliance with the shareholder equity requirement and completed a 1-for-20 reverse stock split to address minimum bid price compliance.
SHF Holdings, Inc. entered into a Common Stock Purchase Agreement with CREO Investments LLC allowing the company to sell up to the lesser of $150,000,000 of Class A common stock or 582,899 shares, which represents 19.99% of shares outstanding immediately before signing, until any required stockholder approval is obtained. The agreement functions as an equity financing facility under which SHF can, at its discretion, direct CREO to buy shares over a period of up to 36 months at a price equal to 90% of the lower of the stock’s lowest sale price or volume-weighted average price on specified trading days.
The total purchase commitment may be increased by mutual agreement up to an aggregate of $500,000,000, with SHF issuing additional preferred "CREO Commitment Shares" equal to 0.75% of each $100,000,000 increase. SHF will also issue $1.0 million in stated value of a new series of preferred stock to CREO as consideration for its commitment and has agreed to register the resale of shares issued under the arrangement. The company states it expects to use any net proceeds for working capital and general corporate purposes, subject to Nasdaq’s 19.99% exchange cap unless stockholders approve issuances above that threshold.
SHF Holdings, Inc. entered into a Common Stock Purchase Agreement with CREO Investments LLC allowing the company to sell up to the lesser of $150,000,000 of Class A common stock or 582,899 shares, which represents 19.99% of shares outstanding immediately before signing, until any required stockholder approval is obtained. The agreement functions as an equity financing facility under which SHF can, at its discretion, direct CREO to buy shares over a period of up to 36 months at a price equal to 90% of the lower of the stock’s lowest sale price or volume-weighted average price on specified trading days.
The total purchase commitment may be increased by mutual agreement up to an aggregate of $500,000,000, with SHF issuing additional preferred "CREO Commitment Shares" equal to 0.75% of each $100,000,000 increase. SHF will also issue $1.0 million in stated value of a new series of preferred stock to CREO as consideration for its commitment and has agreed to register the resale of shares issued under the arrangement. The company states it expects to use any net proceeds for working capital and general corporate purposes, subject to Nasdaq’s 19.99% exchange cap unless stockholders approve issuances above that threshold.
SHF Holdings, Inc. reporting person Terrance Elliot Mendez, who serves as a director, CEO and interim CFO, disclosed receipt of a stock option on 08/07/2025. The option covers 91,751 shares of common stock with an exercise price of $2.40 per share and shows 91,751 shares beneficially owned following the transaction in a direct capacity. The option has an expiration/exercisable reference of 08/06/2035 and vests 100% only upon the issuer completing an equity financing that raises at least $4 million. The Form 4 is signed by Mr. Mendez on 09/17/2025.