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 (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.
SHF Holdings, Inc. entered into a new financing by issuing Convertible Promissory Notes to accredited investors with an aggregate principal amount of $562,500. The notes carry a 20% original issue discount and mature in August 2026, when all outstanding principal and interest are due.
Investors can convert the notes into common stock at a 20% discount to the average VWAP of SHF’s shares over a 20‑day trading period, calculated either before note execution or before a conversion notice, as specified in the notes. The notes include customary default provisions, allow investors to exchange 120% of outstanding principal and interest into securities issued in a future company offering, and grant piggyback registration rights on the underlying common shares. The notes were sold as unregistered securities under Section 4(a)(2) and Regulation D.
SHF Holdings, Inc. filed an amended current report to update its earlier disclosure about a restatement of its financial statements for the quarter ended March 31, 2025. The amendment clarifies that the board’s Audit Committee discussed the restatement with Macias Gini & O’Connell LLP, the company’s independent auditor.
The company previously concluded that its unaudited consolidated financial statements for this period, and related communications, should no longer be relied upon because stock-based compensation expense was calculated using incorrect inputs in the Black‑Scholes option pricing model, specifically the expected term and stock price. Correcting this error is expected to increase operating expenses and net loss for the quarter by about $500,000, and restated financial statements were filed in an amended Form 10‑Q.
SHF Holdings, Inc. reported a significant operating loss and weakened liquidity during the six months ended June 30, 2025. The company recorded net cash used in operating activities of $1.8 million for the six months and had a working capital deficit and accumulated deficit of $7,381,312 and $122,513,459, respectively. Cash and cash equivalents totaled $247,318 as of June 30, 2025, down from $2,324,647 at year-end 2024.
The balance sheet shows a senior secured promissory note with PCCU carrying a $10,748,408 outstanding balance and a first-priority security interest in substantially all assets. The company received a Nasdaq deficiency notice for failing the $2.5 million minimum equity requirement and submitted a compliance plan on May 22, 2025. Material contingent and derivative items include a $4,584,221 forward purchase agreement balance, deferred consideration of $3,338,343, multiple warrant classes, and preferred stock with conversion features.
SHF Holdings, Inc. (SHFS) filed an amended Form 10-Q/A with material liquidity and compliance disclosures. The company reported an operating loss of $1,991,495 for the period ended March 31, 2025 and restated certain amounts due to an understatement of stock compensation expense by $513,572 from Black‑Scholes input errors. The filing shows cash and cash equivalents of $931,397 and a net working capital deficit of $6,723,895 as of March 31, 2025, versus cash of $2,324,647 and a working capital deficit of $983,833 at December 31, 2024. Management states current funds are projected to support operations only through September 30, 2025 and that substantial doubt exists about the company’s ability to continue as a going concern for at least twelve months.
The company disclosed Nasdaq noncompliance tied to stockholders’ equity reported as $12,288,014 as of December 31, 2024 and has been granted 45 days to submit a compliance plan. The filing also describes amendments to the PCCU commercial agreements (fee structure, indemnity removal, interest‑income split) and a reclassification of a forward purchase receivable to additional paid‑in capital.