SHF Holdings, Inc 8-K, filed Nov 10, 2025
SHF Holdings, Inc. (SHFS)
About this 8-K
SHF Holdings, Inc filed this 8-K on November 10, 2025, reporting on events of November 6, 2025.
Items reported
- Item 5.03: Charter or bylaw amendment, or fiscal year change
- Item 5.07: Shareholder vote results
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 6, 2025, at the Special Meeting (as defined below), the stockholders of SHF Holdings, Inc. (the “Company”) approved an amendment (the “Authorized Shares Amendment”) to the Company’s Certificate of Incorporation (as amended and/or restated to date, the “Certificate of Incorporation”) to increase the number of authorized shares of the Company’s common stock from 130,000,000 to 1,000,000,000 (the “Authorized Shares Amendment Proposal”). The Authorized Shares Amendment was previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval at the Special Meeting, and the Authorized Shares Amendment became effective upon such stockholder approval. The Company filed the Authorized Shares Amendment with the Secretary of State of the State of Delaware on November 7, 2025.
A description of the Authorized Shares Amendment is set forth in the Company’s Definitive Proxy Statement for the Special Meeting filed with the U.S. Securities and Exchange Commission on October 24, 2025 (the “Proxy Statement”) and is incorporated by reference herein. The description of the Authorized Shares Amendment contained herein and in the Proxy Statement is qualified in its entirety by reference to the full text of the Authorized Shares Amendment, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On November 6, 2025, the Company held a special meeting (the “Special Meeting”) of its stockholders. All matters voted upon at the Special Meeting were approved with the required votes. The matters that were voted upon at the Special Meeting, and the number of votes cast for or against, as well as the number of abstentions and broker non-votes, as to each such matter are set forth below.
1. The Authorized Shares Amendment Proposal.
The Authorized Shares Amendment Proposal was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,541,096 | 94,319 | 6,241 | 0 | |||||||||||
2. A proposal to approve the issuance of shares of the Company’s common stock issuable upon the (i) conversion of 31,052 shares of the Company’s Series B Convertible Preferred Stock, par value $0.0001 per share, with a conversion price of $7.7644 and (ii) exercise of warrants with an exercise price of $7.7644 to acquire up to 1,999,543 shares of the Company’s common stock (the “SPA Issuance Proposal”).
The SPA Issuance Proposal was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,588,199 | 47,151 | 6,306 | 0 | |||||||||||
3. A proposal to approve the issuance of certain shares of the Company’s common stock to CREO Investments LLC (“CREO”) pursuant to that certain Common Stock Purchase Agreement, dated as of September 17, 2025, by and between the Company and CREO (the “Common Stock Issuance Proposal”).
The Common Stock Issuance Proposal was ratified, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,587,886 | 47,264 | 6,506 | 0 | |||||||||||
4. A proposal to approve, pursuant to Nasdaq Listing Rule 5635(c), of the participation by the Company’s management and a director in certain offerings of the Company’s common stock (the “Management Participation Proposal”).
The Management Participation Proposal was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,601,289 | 34,429 | 5,938 | 0 | |||||||||||
5. A proposal to grant the Board the authority to amend the Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock within the range of 2-for-1 to 12-for-1, with the exact ratio to be determined by the Board (the “Reverse Stock Split Proposal”).
The Reverse Stock Split Proposal was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,595,746 | 39,796 | 6,114 | 0 | |||||||||||
6. A proposal to adjourn the Special Meeting (the “Adjournment Proposal”).
The Adjournment Proposal was approved, with the following votes tabulated:
| For | Against | Abstain | Broker Non-Vote | |||||||||||
| 1,591,205 | 44,150 | 6,301 | 0 | |||||||||||
| Item 7.01 | Regulation FD Disclosure. |
On November 10, 2025, the Company issued a press release regarding the results of the Special Meeting, which is being furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in Item 7.01 and Exhibit 99.1 is being furnished and shall not be deemed “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, unless specifically identified therein as being incorporated by reference.
| Item 9.01 | Financial Statement and Exhibits |
(d) Exhibits.
| Exhibit Number | Description | |
| 3.1 | Amendment to SHF Holdings, Inc. Certificate of Incorporation. | |
| 99.1 | Press Release, dated November 10, 2025. | |
| 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: November 10, 2025 | By: | /s/ Terrance E. Mendez |
| Terrance E. Mendez | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE
SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
SHF HOLDINGS, INC.
SHF Holdings, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, hereby certifies as follows:
1. This Certificate of Amendment (the “Certificate of Amendment”) amends the provisions of the Corporation’s Second Amended and Restated Certificate of Incorporation filed with the Secretary of State of the State of Delaware on September 28, 2022 (the “Certificate of Incorporation”).
2. Section 4.1 of the Certificate of Incorporation is hereby amended and restated in its entirety as follows:
“Section 4.1 The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 1,001,250,000 shares, consisting of (a) 1,000,000,000 shares of Class A common stock (the “Common Stock”) and (b) 1,250,000 shares of preferred stock (the “Preferred Stock”). Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of any of the Common Stock or Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority in voting power of the stock of the Corporation with the power to vote thereon irrespective of the provisions of Section 242(b)(2) of the DGCL or any successor provision thereof, and no vote of the holders of any of the Common Stock or Preferred Stock voting separately as a class shall be required therefor.
Upon the filing and effectiveness (the “Effective Time”) pursuant to the Delaware General Corporation Law of the Certificate of Amendment to the Certificate of Incorporation of the Corporation filed with the Secretary of State of the State of Delaware on March 14, 2025, each 20 shares of Common Stock issued and outstanding immediately prior to the Effective Time automatically and without any action on the part of the respective holders thereof, combined and converted into one validly issued, fully paid and non-assessable share of Common Stock without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of Common Stock were issued in connection with the Reverse Stock Split. Any fractional shares of Common Stock that would have resulted from the Reverse Stock Split were rounded up to the nearest whole share of Common Stock. Each certificate that immediately prior to the Effective Time represented shares of Common Stock (the “Old Certificates”), thereafter represented that number of shares of Common Stock into which the shares of Common Stock represented by the Old Certificate were combined, subject to the elimination of fractional share interests as described above.”
3. This amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
4. All other provisions of the Certificate of Incorporation shall remain in full force and effect.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by Terrance Mendez, its Chief Executive Officer, this 7th day of November.
| By: | /s/ Terrance Mendez | |
| Terrance Mendez | ||
| Chief Executive Officer |
Exhibit 99.1
Safe Harbor Financial Regains Compliance with Nasdaq Listing Requirements and Raises $6.8 million in New Capital While Eliminating Substantially All of the Company’s Debt
Company also announces $150 million equity line of credit (“ELOC”) expandable up to $500 million to potentially fund lending to CRBs and further expand its Fintech platform in accordance with the Company’s strategic plan.
GOLDEN, CO (November 10, 2025) – SHF Holdings, Inc., d/b/a Safe Harbor Financial (Safe Harbor or the “Company”) (Nasdaq: SHFS), a fintech leader in providing financial services and credit facilities to the regulated cannabis industry, announced that has regained compliance with The Nasdaq Stock Market (“Nasdaq”), Listing Rule 5550(b)(1) (“Rule 5550(b)(1)”) that requires at least $2.5 million of shareholders’ equity.
The Company completed a series of recapitalization transactions on September 30, 2025 that raised $6.8 million in new capital and eliminated $18.8 million of its debt. The Company is now essentially debt free and is now equipped with capital to execute on its growth strategy. The financing was led by certain accredited investors, with Company Management and members of the Board participating in the financing. The recapitalization provides substantial operational flexibility for management to execute on its strategic plan.
Since the Board selected Terry Mendez as its Chief Executive Officer in February 2025 to lead Safe Harbor’s transformation, the Company has been focused on regaining Nasdaq listing compliance, addressing the Company’s liquidity challenges, and positioning the Company for long-term strategic success. The Board of Directors and Executive Management have been restructured with a new strategic vision, more than $3 million in annualized run rate costs have been eliminated, and management has now secured the Company’s ability to maintain its Nasdaq listing while significantly improving its liquidity position and capital structure.
The transactions are detailed in the Company’s 8-K filings with the Securities and Exchange Commission on September 23, 2025 and October 3, 2025. These filings announced that the Company closed an approximately $24.8 million securities purchase agreement for convertible preferred stock and warrants to purchase common stock (the “Series B securities”) with certain accredited investors, members of management and Board, and certain vendors. These transactions include the conversion of more than $18.8 million in debt into the Series B securities. Prior to this transaction, the Company’s Senior Secured Notes of $10.7 million required interest only payments through January 5, 2027, then principal and interest through October 5, 2030, and a balloon payment of $7.7 million on October 5, 2030. Further, the Company’s obligation under its Forward Purchase Agreement required the payment of either $7.3 million in cash or the issuance of 1.0 million common shares on September 28, 2025, which would have diluted common shareholders by 35%. Certain accredited investors, including members of management and the board, invested $6.8 million in cash and $1.5 million in other securities.
The Company also announced that it has established a $150 million equity line of credit (“ELOC”), with the ability to expand the ELOC to $500 million, subject to market conditions, share price requirements, and other conditions as detailed in the Company’s SEC filings. The ELOC provides strategic optionality to pursue high-return lending and growth opportunities to expand its Fintech platform per the Company’s strategic plan. The Company plans to access the ELOC for accretive deployments that management believes will generate returns exceeding the cost of capital. As the ELOC facility requires 25% of proceeds to redeem Series B Convertible Preferred stock, any ELOC utilization will further strengthen the Company’s capital structure while funding future growth.
“Over the last eight months, we have been laser focused on three critical objectives: retaining our Nasdaq listing, addressing our capital structure and liquidity challenges, and developing a strategy to grow through enhanced service offerings for our Financial Institution customers and Cannabis Related Business clients. We have eliminated $19 million in debt while significantly cutting costs, and raised nearly $7 million in new cash. We believe we have positioned Safe Harbor for long term strategic success,” said Terry Mendez, Chief Executive Officer of Safe Harbor Financial.
The recapitalization provides substantial operational flexibility. The equity line of credit provides additional strategic optionality to pursue accretive growth opportunities in the Company’s core cannabis banking and lending markets without the pressure of near-term capital needs.
“We see a bright future for Safe Harbor Financial as our strengthened balance sheet and improved operational capabilities now enable the Company to maximize shareholder value.”
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 cannabis banking in the U.S., Safe Harbor has facilitated more than $26 billion in cannabis-related transactions 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. For more information, visit www.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 Safe Harbor’s ability to satisfy the required conditions to utilize the ELOC, market conditions that may impact Safe Harbor’s ability to access the ELOC on acceptable terms or at all, the possibility that the ELOC may not be fully utilized, expected use of proceeds from the ELOC, trends in the cannabis industry, including proposed changes in U.S and state laws, rules, regulations and guidance relating to Safe Harbor’s services; Safe Harbor’s growth prospects and Safe Harbor’s market size; Safe Harbor’s projected financial and operational performance, including relative to its competitors and historical performance; success or viability of new product and service offerings Safe Harbor may introduce in the future; the impact volatility in the capital markets, which may adversely affect the price of Safe Harbor’s securities; the outcome of any legal proceedings that have been or may be brought by or against Safe Harbor; and other statements regarding Safe Harbor’s expectations, hopes, beliefs, intentions or strategies regarding the future. 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:
Ellen Mellody
570-209-2947
safeharbor@kcsa.com
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