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. 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.
SHF Holdings, Inc. reported that its previously issued unaudited financial statements for the three months ended March 31, 2025 can no longer be relied upon. Management and the audit committee identified an error in the calculation of stock-based compensation expense, caused by incorrect expected term and stock price inputs in the Black‑Scholes option pricing model used to value certain stock options.
The company expects this correction to increase previously reported operating expenses and net loss for that quarter by approximately $500,000. SHF Holdings plans to restate the affected financial statements by filing an amended Quarterly Report on Form 10‑Q for the quarter ended March 31, 2025 as soon as practicable.